Deal & Walmer Chamber of Trade Ltd. No.00463493 Registered Office 65 High Street, Deal, Kent. © Beware, copyright of some images & content may belong to third parties.
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Memorandum and Articles of Association
 The Companies Act, 1948     COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL   ____________________    
Memorandum of Association   OF   Deal and Walmer Chamber of Trade Limited    

1       The Name of the Company (hereinafter called ‘the Association’) is ‘DEAL AND WALMER CHAMBER OF TRADE LIMITED.’  
2       The Registered Office of the Association will be situate in England.  
3       The Objects for which the Association is established are –           
(A)    To take over the whole of the property belonging to and to undertake all or any of the liabilities which may lawfully be taken over and undertaken of an unincorporated chamber known as The Deal Walmer and District Chamber of Trade and to continue the work now carried on by such chamber.           
(B)    To promote and protect the trade, commerce, manufactures and professional interests of the Borough of Deal and surrounding districts.   (C)    To consider all questions connected with trade, commerce, manufactures and professions.           
(D)    To represent, express and give effect to the views and opinions of traders, manufacturers and professional persons on commercial or mercantile maters of all kinds.           
(E)    To promote, support or oppose legislative or other measures affecting such traders, manufacturers or professional persons.           
(F)     To collect and circulate commercial statistics and information of all kinds.          
(G)    To undertake the settlement by arbitration of trade disputes.           
(H)    To enter into agreements with other Chambers of Trade or Commerce and other bodies for the advancement of trade and manufacture and the protection of traders, manufacturers and professional persons.  

2            (I)      To subscribe to and promote the aims and objects of The National Chamber of Trade and of any society or association having similar objects to all or any of the objects of the association, and to encourage and support any society, association or movement for the improvement of commercial law.           
(J)     To subscribe to local and national charities and to grant donations for public purposes.           
(K)    To procure information for Members as to the standing and responsibility of persons with whom they propose to transact or are transacting any business, and any other information which may be useful to them in the conduct of their business or otherwise.           
(L)     To protect members of the association against persons whose characters and circumstances render them unworthy of mercantile credit.      (M)   To collect debts for Members and to secure for Members increased facilities and economy in the collection and recovery of their debts.            (N)    To enter into arrangements for providing Members of the Association with legal advice and assistance on all matters connected with trading operations on suitable terms and conditions.           
(O)    To borrow any moneys required by the Association for the carrying out of any of its objects upon such securities as may be determined.     (P)     To draw, make, accept, indorse, discount, execute and issue promissory notes, bills of exchange and other negotiable or transferable instruments.           
(Q)    To invest and deal with the moneys of the Association not immediately required upon such securities and in such manner as may from time to time be determined.           
(R)    To admit any persons to be Honorary Members of the Association on such terms, and to confer on them such rights and privileges as may seem expedient.           
(S)     To promote, organise or support any scheme, exhibition, show, fair, festival, carnival, regatta, tournament, conference, meeting, sporting event or other gathering, being directly or indirectly concerned with the furtherance of the trading, commercial or professional interests of the Members of the Association or of any section of such Members or of the district.           
(T)    To advance and promote commercial and technical education.           
(U)    To support and diffuse information as to sound and fair principles of trading, and discourage indiscriminate price-cutting and other forms of unfair competition as being opposed to individual interests and to the general well-being of traders.           
(V)    To create and foster a spirit of goodwill, friendship and unity among the traders of Deal and  Walmer,  and  by meetings,  discussions,  lectures,  debates,  conferences and  other  

3                 functions to provide facilities for social intercourse on a friendly basis between all Members of the Association.            (W)   To do all such lawful things as are incidental or conducive to the attainment of the above objects.   Provided that the Association shall not support with its funds any object or endeavour to impose on or procure to be observed by its Members or others any regulation or restriction which if an object of the Association would make it a trade union.  Provided also that in case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, or the Ministry of Education, the Association shall not sell, mortgage, charge or lease the same without such authority or approval or consent as may be required by law, and as regards any such property, the managers or trustees of the Association shall be chargeable for such property as may come into their hands, and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property, in the same manner and to the same extent as they would, as such managers or trustees, have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the High Court, the Charity Commissioners, or the Ministry of Education, over such managers or trustees, but they shall, as regards any such property, be subject jointly and separately to such control and authority as if the Association were not incorporated.  In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with the same in such manner as allowed by law, having regard to such trusts.  

4       The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly by way of Dividend, Bonus or otherwise howsoever to the Members of the Association.  Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Association or to any Member of the Association or other person in return for any services actually rendered, nor prevent the payment of interest at a rate not exceeding Five per centum per annum on money lent, or reasonable and proper rent for premises demised or let by any Member to the Association.  

5       The liability of the Members is limited.  

6       Every Member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up while he is a Member, or within one year after he ceases to be a Member, for payment of the debts and liabilities of the Association contracted before he ceases to be a Member, and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding One Guinea.  

7       If upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever the same shall not be paid to or distributed  among the  Members of the Association,  but shall be given or transferred to some

4       other institution or institutions, having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property amongst its or their Members, to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the Members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to the aforesaid provisions then to some charitable object.  

8     True accounts shall be kept of the sums of money received and expended by the Association, and the matter in respect of which such receipt and expenditure takes place, and of the property, credits and liabilities of the Association; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Association for the time being, shall be open to the inspection of the Members. Once at least in every year the accounts of the Association shall be examined, and the correctness of the Balance sheet ascertained, by one or more properly qualified Auditor or Auditors.  

We the several persons whose Names and Addresses are subscribed, are desirous of being formed into an Association in pursuance of this Memorandum of Association.    
 
NAMES, ADDRESSES, AND DESCRIPTIONS OF SUBSCRIBERS  
  Charles William Langdon – Selsdon, Dover Road, Walmer.  Bank ManagerGilbert Watts, Langstaff, 35 Leas Road, Deal.  Newspaper ManagerGeorge Herbert Fowler,  Brissac, Grange Road, Deal.  Company DirectorFrederick Stanley Townsend, 72 The Strand, Walmer.  Estate AgentAlbert Ernest Moreton Cavell, 57 Park Avenue, Deal.  BuilderJohn Sidney Pittock, Slieve Dorard, Sutherland Road, Deal.  OutfitterVivyan Knight Phillips, St Neots, London Road, Deal.  Company DirectorWilfred James Barber, 23 The Beach, Walmer.  DraperRobert Strouts, 39 York Road, Walmer.  GrocerArthur Edward Uden, 4 Cross Road, Walmer.  Grocer
 
  Dated this first day of October, 1948.   Witness to the above Signatures – R John BarnesQueen StreetDealKent   Solicitor       The Companies Act 1948     COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL   ____________________     Articles of Association   OF   Deal and Walmer Chamber of Trade Limited
 
1       The Name of the Association is ‘DEAL AND WALMER CHAMBER OF TRADE LIMITED.’   It is in these Articles called ‘the Chamber.’  
2       For the purpose of registration the number of Members of the Chamber is declared not to exceed Three Hundred.  
3       The Council hereinafter mentioned may, whenever the purposes of the Chamber require it, register an increase of Members.  
4       These Articles shall be construed with reference to the provisions of The Companies Act, 1948, or any statutory modification or re-enactment thereof for the time being in force (hereinafter called ‘the statutes’) and terms used in these Articles shall have the same respective meanings as they have where used in the statutes.  
5       The Chamber is established for the purpose stated in its Memorandum of Association.  Questions of party politics, general or local, are excluded.  
6       The Members of the Association shall be the Subscribers to the Memorandum of Association and such other persons as shall be duly nominated and elected as Members and shall pay their subscriptions as hereinafter provided.  The Honorary Members hereinafter mentioned shall also be deemed to be Members of the Chamber.  
7       A candidate for Membership shall send a written application for election to the Secretary of the Chamber, and agree to be bound by the Memorandum and Articles of Association and Rules of the Chamber if elected.  This application shall be brought before the Council at its next or some subsequent Meeting when the majority of the Members of the Council then present may elect or reject the candidate as a Member.  
8       The annual subscription of individual Members shall be payable on election and on January 1st in each year, and shall be of such an amount as the Council shall from time to time fix.  In fixing such subscription the Council may differentiate between individual Members or groups of individual Members, on the basis of the number of their employees or on any other basis which the Council may from time to time deem reasonable.

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9       No firm as such may become a Member of the Chamber, but any firm desirous of obtaining the advantages of membership must nominate one of its Members to act as its representative, apply on its behalf for membership and sign the application as its representative, and shall exercise his rights of membership on its behalf.  Every person so applying for membership shall be subject to the same rules and regulations concerning elections and otherwise as any person not so nominated, and shall if elected have the same rights and be subject to the same liabilities and incidents as any person not so nominated, subject however to the following provisions of these Articles.  The firm shall deposit with the Council the nomination of such applicant for membership and shall give all information that may reasonably be required by the Council regarding such applicant. A firm which has nominated one of its Members as its representative as aforesaid may from time to time revoke the nomination of such Member and subject to the consent of the Council nominate another representative in his place.  Upon receipt by the Council of any such revocation such Member shall ipso facto cease to act or be entitled or recognised as a representative of such firm, and any person nominated in his place, if duly approved by the Council, shall be and become the representative of such firm in the place of the representative whose nomination has been so revoked.  All such nominations and revocations as aforesaid shall be in writing signed by all the Members of the firm.   10     Any company may be admitted as a Member of the Chamber, and the provisions as well as these Articles as of the bye-laws relating to persons being candidates for membership, and to persons being Members of the Chamber where not excluded by the context shall mutatis mutandis apply to companies.   11     The following conditions and any other conditions which may from time to time hereafter be properly imposed by the rules shall apply to firms and companies:-           

(A)     Any firm which is a candidate for membership of the Chamber through a representative, and any company which is a candidate for membership, shall send with the application provided for by Clause 7 or Clause 9 of these Articles a written statement of the names and addresses of the persons constituting the firm or as the case may be of the directors of the company;           

(B)     Whenever any change takes place in the membership of any firm which has obtained the advantages of membership through a representative, or in the directorship of any company which is a Member of the Chamber, whether by the addition thereto or the death or retirement therefrom, of any partner or partners or director or directors as the case may be, the particulars of such change and the name of each additional partner or director shall be notified in writing to the Secretary of the Chamber;           

(C)     The Secretary shall enter the names and addresses of the partners for the time being constituting each such firm as aforesaid, and of the directors for the time being of each company which is a Member of the Chamber in a register of firms and companies to be kept for the purpose;           

(D)     All persons whose names shall appear in the register of firms and companies shall be entitled to attend the Meetings of the Chamber, but only the representative of a firm or one director of a company shall be allowed to vote.  In every case the director to exercise  the vote on  behalf of the company  shall be  formally  nominated in writing by7             the board of directors, and such nomination shall be lodged with the Secretary of the Chamber before any such director shall be allowed to vote.  Such nominations may be revoked or altered at any time by the persons for the time being entitled to make them;           

(E)     The annual subscriptions of companies and of representatives of firms or of such associations as under these Articles are entitled to nominate one Member of their respective bodies to the Council is such an amount as the Council may from time to time fix having regard to the size of the company, firm or association concerned, payable on the date of election as in the case of individual Members.  

12     The Council may admit to honorary membership of the Chamber persons distinguished in commerce or finance, or who have rendered public services in the Borough of Deal or surrounding district, who shall not be required to sign the application mentioned in Clause 7, or to pay any subscription or be under any liability in the event of the Chamber being wound up.  

13      A Member must give written notice to the Secretary not later than November 30th in each year of his wish to retire, or he will be liable for the subscription for the following year.  A Member whose subscription is in arrear shall not be entitled to vote at any General Meeting, and when his subscription is six months overdue all privileges of membership shall be forfeited until his subscription has been paid.  Subscriptions in arrear shall be treated as a debt due to and recoverable by the Chamber.  

14      A two thirds majority of Members present and voting at a General Meeting of the Chamber for which special notice has been given of the business to be transacted thereat may by resolution expel any Member whose conduct in their opinion renders him unfit to be a Member of the Chamber, after such Member has been given a proper opportunity of being heard.  Any such person shall as from the passing of such resolution cease to be a Member of the Chamber and shall not be eligible for re-election.    

GENERAL MEETINGS  

15      There shall be an Annual General Meeting of the Chamber which shall be held on a date (not later than the 1st July in any year) to be fixed annually by the Council for the purposes of:-            

(A)  Receiving the Report of the Council for the preceding calendar year;            

(B)  Receiving the income and expenditure account for the past year and the balance sheet made up as at the close of that year;            

(C)  Filling up vacancies in the Council;            

(D)  Appointing and fixing the remuneration of the Auditors;            

(E)   Considering and if necessary taking action with reference to any business or motion of which due notice shall have been given.  

8             Twenty-one clear days’ notice in writing of the Annual General Meeting and of the general nature of the business to be transacted thereat shall be given to each Member of the Chamber.  Not more than fifteen months shall be allowed to elapse between any two successive Annual General Meetings.  

16      The Council shall lay before the Annual General Meeting of the Chamber a report on the affairs of the Chamber, an income and expenditure account for the twelve months ending on the 31st December in the previous year, a balance sheet made up as at that date and the Auditors’ report thereon.  The said account and balance sheet shall be duly audited by a properly qualified firm of Accountants. Copies of all such documents shall be forwarded to all persons who are entitled to receive notices of General Meetings at least twenty-one clear days before the date fixed for the Meeting before which they are to be laid.  

17      The Council shall cause proper books of account to be kept with respect of all sums of money received and expended by the Chamber and the matters in respect of which such receipts and expenditure take place, all sales and purchases of goods by the Chamber, and the assets and liabilities of the Chamber.  Such books of account shall be kept at the Registered Office of the Chamber and shall be open to the inspection of the Members at all reasonable times during business hours.  

18      Auditors shall be appointed and their duties regulated in accordance with Sections 159, 161, and 162 of the Companies Act, 1948, or any statutory modification or re-enactment thereof for the time being in force; the Members of the Council being treated as the directors mentioned in those sections.  

19      An Extraordinary General Meeting of the Chamber may be convened by the Council when ever it thinks fit, and Extraordinary General Meetings shall also be convened on such requisition or in default may be convened by such requisitionists as provided by the statutes.  Not less than twenty-one clear days’ notice in writing of any Meeting convened for the passing of a Special Resolution and not less than fourteen days’ notice of any other General Meeting (not being an Annual General Meeting) stating the general nature of the business to be transacted thereat shall be given to all Members of the Chamber entitled to receive notices thereof and to the Auditors.  The accidental omission to give notice of a Meeting to or the non-receipt of a notice by any person entitled to receive the same shall not invalidate the proceedings at the Meeting.  

20      Any resolution put to the vote at any General Meeting of the Chamber shall be decided by a show of hands of those present and voting, unless before or on the declaration of the result of the show of hands a poll is demanded by the chairman, or by at lest three Members, or by a Member or Members representing not less than one tenth of the voting rights of all the Members entitled to vote at the meeting.  Unless a poll be so demanded, a declaration by the Chairman that a resolution has on a show of hands been carried or lost, or carried or not carried by a particular majority, and an entry to that effect in the book containing the minutes of proceedings of the Chamber shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.  A demand for a poll may be withdrawn.  Save as hereinafter provided, if a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the Meeting at which it was demanded.

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21      A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman directs, and any business other than that on which a poll has been demanded may be proceeded with pending the taking of the poll.  

22      Every Member shall have one vote whether on a show of hands or on a poll.  All votes shall be given personally and proxies shall not be allowed.  No Member shall be entitled to vote at any General Meeting unless all moneys presently payable by him to the Chamber have been paid.  

23      The quorum for a General Meeting of the Chamber shall be fifteen persons entitled to vote and personally present.  No business shall be transacted at any general Meeting unless the requisite quorum be present at the commencement of the business.  If within half an hour from the time appointed for the Meeting a quorum is not present the Meeting if convened upon such requisition as provided by Clause 19 shall be dissolved, but in any other case it shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned Meeting a quorum is not present those Members who are present shall be a quorum any may transact the business for which the Meeting was called.  

24  Notwithstanding anything contained in these Articles, any person entitled to be present may at any General Meeting of the Chamber propose any motion not requiring the passing of a Special or Extraordinary Resolution without previous notice, provided that a two thirds majority of those present and entitled to vote at such Meeting consent thereto and that in the opinion of the Chairman of the Meeting the motion is not repugnant to the Memorandum or Articles of Association of the Chamber.  

25      Each Meeting of the Chamber shall be presided over by the President, or in his absence by the Chairman of the Council, and in the absence of both the before-mentioned officers the Meeting shall elect its own Chairman.  The Chairman presiding at any Meeting shall have an original and also a casting vote.  

26      An Annual General Meeting or, on the recommendation of the Council, an Extraordinary Meeting convened by the Chairman of the Council Meeting at which such recommendation shall have been approved may –            

(A)        Alter the number of elected Members of the Council, but not so as to reduce their number below eight;            

(B)  Withdraw the recognition of any association (as hereinafter defined);            

(C)  Vary the list of ex-officio Members or add to the Honorary Members; and            

(D)  Dissolve or reconstitute trade sections (as hereinafter defined).        

10   THE COUNCIL  

27      The business of the Chamber shall be managed by a Board to be styled the Council, which shall be composed of elected Members, nominated Members, and trade section Members, as follows:-            

(1)         Elected Members – Subject to the provisions of the last preceding Article, twelve Members shall be elected out of the general body of Members at a General Meeting in accordance with these Articles.  A representative of a Company Member shall be deemed to be a Member for the purposes of this provision.            

(2)         Nominated Members – Every association in the Borough of Deal or surrounding district which may be recognised by a special vote at an Annual General Meeting of the Chamber or at an Extraordinary Meeting convened for the purpose, shall be entitled to nominate one Member of its own body on the Council, subject however to such nominee being approved by the Council.  Notice of such nomination with the name, address, and description of the person nominated must be furnished in writing by the association to the Secretary of the Chamber.            

(3)         Trade Section Members – The Chairman of any Trade Section formed as hereinafter provided shall be ex-officio a Member of the Council and shall be allowed to vote.  

28      Within three months of the incorporation of the Chamber a General Meeting shall be convened by the Subscribers of the Memorandum  for the purpose of electing the first elected Members of the Council and approving the first nominated Members of the Council.  Until such Meeting shall he held the Subscribers of the Memorandum shall form the Council.  

29      At each Annual General Meeting of the Chamber commencing in the year 1950 one third of the elected Members of the Council, or the number nearest thereto, shall retire.  Of the Members first elected the order of retirement at the end of the first and second years of office shall be determined by agreement or by lot, and at subsequent Annual General Meetings the retirement shall be according to seniority of membership of the Council.  The retiring elected Members shall be eligible for re-election, provided they have attended five or more of the monthly Meetings of the Council during the preceding twelve months.  The election of Members to supply these vacancies shall be conducted in the manner prescribed by these Articles and the bye-laws.  

30      Each nominated Member of the Council shall remain a Member until his nomination is withdrawn by the association by whom he was nominated, or until the recognition of such association shall be withdrawn by the Chamber, when he shall cease to be a Member of the Council.  All associations entitled to nominate Members shall be entitled to nominate substitutes being Members of the Chamber, to act in case of the absence of the Members so nominated, and such substitutes while so acting shall be possessed of all the privileges of Members of the Council.   31      The President of the Chamber shall be elected by the Council from the Members thereof, and shall hold office for a term of one year or for such shorter period as the Council when electing him shall determine.11  

32      The Council shall at its first Meeting after the first General Meeting elect from the Members thereof a Treasurer and also a Chairman of Council each of whom shall hold office until the close of the Annual General Meeting next following the date of his election.  

33      Any Member of the Council vacating the office of President, Chairman or Treasurer, shall, if he remains or is re-elected a Member of the Council be eligible for re-election to his former office or for election to one of the other two offices.   34      The office of a Member of the Council shall be vacated –            

(A)        If a receiving order is made against him or he makes any arrangement or composition with his creditors;                   

(B)          If he is found lunatic or becomes of unsound mind;            

(C)         If, being an elected Member, he ceases to be a Member of the Chamber or a representative of a Company Member;            

(D)          If by notice in writing to the Chamber he resigns his office;            

(E)          If he ceases to hold office by virtue of any provision of the statutes.  

35      The Council shall meet once at least in every month except in August.  Special Meetings of the Council may be convened by the President, the Chairman of Council, or any other three Members of the Council.  Notice in writing of every such Meeting stating the general nature of the business to be transacted thereat must be given by the Secretary to each Member of the Council at the latest on the date previous to the Meeting.  

36      All Meetings of the Council shall be presided over by the Chairman of the Council, and if there shall be no such officer then by the President or by one of the Members of the Council elected by those present at the Meeting.  The Council may determine the quorum necessary for the transaction of business.  Until otherwise determined, five Members of the Council shall be a quorum.  The Chairman of each Meeting shall in case of an equality of votes have a casting vote as well as his original vote.  

37      The Council shall have power from time to time to appoint such Committees of its Members to consider and deal with special matters as may be thought desirable, and shall have power to associate with those Committees any Member or Members of the Chamber who shall have full privilege to act and vote on those Committees.  Non-members of the Chamber may also be associated but without power to vote.  

38      Copies of all minutes of the Meetings of the Committees of the Council and of the various trade sections hereinafter mentioned, shall, if practicable, be circulated to Members of the Council before the next ensuing monthly Meeting of the Council, and the minutes shall in any case be laid upon the table at the next ensuing monthly Meeting of the Council, but they shall be taken as read unless a majority of those present at such Meeting desire the contrary, but no  resolution of any  Committee or  trade section shall bind the  Chamber until confirmed  

12           by  the Council.  In case of emergency the President or the Chairman of the Council may confirm such resolution, reporting the same to the next Meeting of the Council.  

39    The Council shall have power to take a lease of offices for the use of the Chamber, and to employ and pay a Secretary and such other salaried officers as may be found necessary for the due conduct of the business of the Chamber, and may also (but only with the approval of a General Meeting of the Chamber) grant pensions or other monetary relief to such officers when through ill-health, or old age, or other good and adequate cause, they have become incapacitated from further work.  The Council may also subject to the provisions of the Memorandum of Association and these Articles, fix the time and place of its own Meetings, regulate its own proceedings, manage and superintend the affairs of the Chamber, and act in the name of the Chamber, and for that purpose may order the Seal of the Chamber to be affixed to any petition to Parliament, memorial or document, and generally may exercise all powers and functions of the Chamber, not hereby exclusively conferred upon General Meetings of the Chamber.  

40    Should an elected Member of the Council be absent from four consecutive Meetings thereof, the Council shall have power to declare his seat vacant.  Any vacancy in the elected Members of the Council, whether arising from death, resignation, or non-attendance as aforesaid, between the Annual General Meetings of the Chamber may be filled up by the Council at the Meeting next following the occurrence of the vacancy, or at any subsequent Meeting, and the term of office of each Member so elected shall be for the unexpired period of office of the Member whose place he shall fill.  Any vacancy on the Council not so filled up may be filled up at the next Annual General Meeting of the Chamber.  The Council shall have full power to act notwithstanding any vacancies in its Members  

41    The Council shall have power from time to time to make such bye-laws for the furtherance of the purposes for which the Chamber is established, for the manner of election of elected Members of the Council, and for carrying on the business of the Chamber as the Council may from time to time think necessary;  provided always that such bye-laws shall not be repugnant to the Memorandum of Association or to these Articles, or amount to or involve such an amendment of or addition to these Articles as could only lawfully be made by a Special Resolution.  The Council may also by resolution revoke or alter any bye-laws at any time.  

42    Subject to the provisions of Section 205 of The Companies Act, 1948, neither the Chamber, nor the Council, nor any officer of the Chamber shall be held responsible to a Member with reference to the obtaining or transmission of information or with reference to the not obtaining or non-transmission of information thereof, or with reference to the correctness of information, or with reference to any mistake, omission or oversight in the management or conduct of the affairs of the Chamber.  

43    Subject to the provisions of the said Section, the Chamber shall indemnify the Council, and the individual Members thereof, and the officers of the Chamber, against all actions, proceedings, costs, claims, demands and damages whether in contact or tort or howsoever otherwise arising out of the performance or non-performance of their duties and functions relative to the management or conduct of the affairs of the Chamber.    

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44    Correct minutes of the proceedings of the Council and of the Chamber and of every Committee and trade section of the Chamber shall be kept in suitable books which shall be open to the inspection of any Member of the Chamber at all convenient times.      

TRADE SECTIONS   45    

(A)     Any number of Members of the Chamber who may desire to associate themselves together as a trade section shall address the Council of the Chamber to that effect, who thereupon may concur in the formation of such trade section.  A Register shall be kept of the names of the Members enrolled in the various sections.        

(B)        Each trade section shall on its formation and also as soon after the Annual Meeting of     the Chamber as convenient elect a Chairman who shall be entitled to a seat on the         Council as already provided in Clause 27.  The Chairman of a trade section may         nominate in writing a substitute to act as chairman of that section while he himself is         away or ill, and he shall inform the Secretary of the Chamber of any such nomination.          Such substitute shall possess all the rights and privileges of the Chairman of the section         including the right to be present and vote at Meetings of the Council.          

(C)        Each trade section may elect a committee from among its own members for the purpose         of consultation on matters relating to its own branch of trade, and for transacting the         business of that section.          

(D)  The chairman or committee of any trade section shall have power to call a Meeting of     the Members of the section on signifying such desire in writing to the Secretary of the         Chamber.  

46    If any nominated Member of the Council or any chairman of any trade section objects to the Council coming to a final decision on any question which in his opinion is calculated to affect injuriously the interests of his association or trade section, such decision shall be postponed for the space of seven days to allow time for such association or trade section to lay its views before the Council.    

SETTLEMENT OF DISPUTES  

47    The Chamber may undertake through the Council or a Committee appointed for the purpose the settlement of disputes arising out of commercial transactions under such regulations as the Council may from time to time direct.    

REGISTER   48    The Secretary shall keep a correct register of the names and addresses of the Members of the Chamber.  Such Register shall be open to the inspection of any Member at any convenient time.14    

NOTICES  

49    A notice may be given by the Chamber to any Member either personally or by sending it by post to him or to his registered address, or (if he has no registered address in the United Kingdom) to the address (if any) within the United Kingdom supplied by him to the Chamber for the giving of notices to him.  Where a notice is sent by post service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected on the day following that on which the letter containing the same is posted.   50    Notice of every General Meeting shall be given in any manner hereinbefore authorised to          

(A)        Every Member except those Members who (having no registered address within the         United Kingdom) have not supplied to the Chamber an address within the United         Kingdom for the giving of notices to them; and          

(B)   The Auditors of the Chamber for the time being.           No other person shall be entitled to receive notices of General Meetings.                                                        
15    
 
 
NAMES, ADDRESSES, AND DESCRIPTIONS OF SUBSCRIBERS  
  Charles William Langdon – Selsdon, Dover Road, Walmer.  Bank ManagerGilbert Watts, Langstaff, 35 Leas Road, Deal.  Newspaper ManagerGeorge Herbert Fowler,  Brissac, Grange Road, Deal.  Company DirectorFrederick Stanley Townsend, 72 The Strand, Walmer.  Estate AgentAlbert Ernest Moreton Cavell, 57 Park Avenue, Deal.  BuilderJohn Sidney Pittock, Slieve Dorard, Sutherland Road, Deal.  OutfitterVivyan Knight Phillips, St Neots, London Road, Deal.  Company DirectorWilfred James Barber, 23 The Beach, Walmer.  DraperRobert Strouts, 39 York Road, Walmer.  GrocerArthur Edward Uden, 4 Cross Road, Walmer.  Grocer
 
  Dated this first day of October, 1948.   Witness to the above Signatures – R John BarnesQueen StreetDealKent   Solicitor     The alteration of date from 1949 to 1950 in Article 29 is made with the approval of the subscribers.   R John Barnes