PART 1: INTERPRETATION AND LIMITATION OF LIABILITY
1. Defined Terms
(1) In the articles, unless the context requires otherwise:
- “articles” means the company’s articles of association;
- “asset lock” means the restriction on the transfer of company assets contained in article 3A;
- “bankruptcy” includes individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
- “chairman” has the meaning given in article 12;
- “chairman of the meeting” has the meaning given in article 39;
- “Companies Acts” means the Companies Acts (as defined in section 2 of the Companies Act 2006), in so far as they apply to the company;
- “director” means a director of the company, and includes any person occupying the position of director, by whatever name called;
- “distribution recipient” has the meaning given in article 31;
- “document” includes, unless otherwise specified, any document sent or supplied in electronic form;
- “electronic form” has the meaning given in section 1168 of the Companies Act 2006;
- “fully paid” in relation to a share, means that the nominal value and any premium to be paid to the company in respect of that share have been paid to the company;
- “hard copy form” has the meaning given in section 1168 of the Companies Act 2006;
- “holder” in relation to shares means the person whose name is entered in the register of members as the holder of the shares;
- “instrument” means a document in hard copy form;
- “ordinary resolution” has the meaning given in section 282 of the Companies Act 2006;
- “paid” means paid or credited as paid;
- “participate”, in relation to a directors’ meeting, has the meaning given in article 10;
- “proxy notice” has the meaning given in article 45;
- “shareholder” means a person who is the holder of a share;
- “shares” means shares in the company;
- “social enterprise” means an organisation operated primarily for social, educational, or community benefit, whose surpluses are principally reinvested for that purpose;
- “special resolution” has the meaning given in section 283 of the Companies Act 2006;
- “subsidiary” has the meaning given in section 1159 of the Companies Act 2006;
- “transmittee” means a person entitled to a share by reason of the death or bankruptcy of a shareholder or otherwise by operation of law; and
- “writing” means the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.
(2) Unless the context otherwise requires, other words or expressions contained in these articles bear the same meaning as in the Companies Act 2006 as in force on the date when these articles become binding on the company.
2. Liability of Members
The liability of the members is limited to the amount, if any, unpaid on the shares held by them.
3. Objects and Social Purpose
(1) The company carries on business as a commercial enterprise, but operates fundamentally as a social enterprise.
(2) The objects of the company are:
(a) To deliver comprehensive digital, web, and media services structured around the 3E Framework:
(a) To deliver digital consulting, e-learning solutions, employability initiatives, and talent development programmes.
- Evaluate: Conducting audits and analysis for websites, online courses, content, user experience, accessibility, and operations.
- Equip: Delivering high-impact training, mentoring, e-learning development, ghostwriting, and bespoke online course creation.
- Empower: Coaching teams and individuals to build long-term internal capability and self-sufficiency.
(b) To support, mentor, and empower young people, neurodivergent individuals, and adults entering or re-entering the workforce (or changing careers) through structured internships, apprenticeships, talent development programmes, and hands-on coaching.
(c) To foster data-driven decision making, continuous improvement, accessibility, mental health, creative expression, and wellbeing within businesses and community organisations.
(d) To produce, publish, and distribute digital content across text, online courses, video, audio, and media platforms to amplify social impact and business effectiveness.
(e) To carry out any other business or activity which, in the opinion of the directors, furthers or complements these primary objectives.
3A. Application of Profits and Asset Lock
(1) The company shall operate primarily for the benefit of its core social objects. The directors may from time to time determine a profit reinvestment policy to dedicate a portion of net profits to further its social purpose, fund internal mentoring initiatives, support candidates, or contribute to aligned charitable causes.
(2) Subject to maintaining company solvency and operational cash reserves, net profits remaining after any allocated social reinvestment may be distributed to shareholders by way of dividend as determined by the directors.
(3) In the event of the winding-up or dissolution of the company, any surplus assets remaining after the satisfaction of all debts and liabilities shall be transferred to another social enterprise, charity, or community organisation with similar objects, or distributed among shareholders as determined by special resolution.
PART 2: DIRECTORS
Directors’ Powers and Responsibilities
4. Directors’ General Authority
Subject to the articles, the directors are responsible for the management of the company’s business, for which purpose they may exercise all the powers of the company.
5. Shareholders’ Reserve Power
(1) The shareholders may, by special resolution, direct the directors to take, or refrain from taking, specified action.
(2) No such special resolution invalidates anything which the directors have done before the passing of the resolution.
6. Directors May Delegate
(1) Subject to the articlesand the general rule of collective decision-making (articles 8 and 9), the directors may, with the mutual agreement of all directors, delegate any of the powers which are conferred on them under the articles:
(a) to such person or committee;
(b) by such means (including by power of attorney);
(c) to such an extent;
(d) in relation to such matters or territories; and
(e) on such terms and conditions;
as they think fit.
(2) Any delegation, or variation or revocation of delegation, requires the agreement of the directors in accordance with the decision-making rules set out in articles 8 or 9.
(3) If the directors so specify, any such delegation may authorise further delegation of the directors’ powers by any person to whom they are delegated.
7. Committees
(1) Committees to which the directors delegate any of their powers must follow procedures which are based as far as they are applicable on those provisions of the articles which govern the taking of decisions by directors.
(2) The directors may make rules of procedure for all or any committees, which prevail over rules derived from the articles if they are not consistent with them.
7A. Advisory Board
(1) The directors may establish a Board of Advisors to provide strategic advice, domain expertise, and guidance to the company.
(2) Members of the Board of Advisors:
(a) Shall serve in an unpaid, voluntary capacity, though reasonable out-of-pocket expenses may be reimbursed in accordance with company policy;
(b) Shall hold no legal authority or voting rights to bind the company or make executive decisions;
(c) Shall owe no fiduciary duties to the company as directors under the Companies Acts; and
(d) Are not employees or officers of the company.
(3) The ultimate decision-making authority for all operational, financial, and strategic governance remains strictly with the directors.
(4) The terms of engagement, roles, and expectations of advisory board members shall be governed by a separate Board Advisor Agreement executed between the company and each advisor.
Decision-Making by Directors
8. Directors to Take Decisions Collectively
(1) The general rule about decision-making by directors is that any decision of the directors must be either a majority decision at a meeting or a decision taken in accordance with article 9.
(2) If:
(a) the company only has one director, and
(b) no provision of the articles requires it to have more than one director,
the general rule does not apply, and the director may take decisions without regard to any of the provisions of the articles relating to directors’ decision-making.
9. Unanimous Decisions
(1) A decision of the directors is taken in accordance with this article when all eligible directors indicate to each other by any means that they share a common view on a matter.
(2) Such a decision may take the form of a resolution in writing, copies of which have been signed by each eligible director or to which each eligible director has otherwise indicated agreement in writing.
(3) References in this article to eligible directors are to directors who would have been entitled to vote on the matter had it been proposed as a resolution at a directors’ meeting.
(4) A decision may not be taken in accordance with this article if the eligible directors would not have formed a quorum at such a meeting.
10. Calling a Directors’ Meeting
(1) Any director may call a directors’ meeting by giving notice of the meeting to the directors or by authorising the company secretary (if any) to give such notice.
(2) Notice of any directors’ meeting must indicate:
(a) its proposed date and time;
(b) where it is to take place; and
(c) if it is anticipated that directors participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting.
(3) Notice of a directors’ meeting must be given to each director, but need not be in writing.
(4) Notice of a directors’ meeting need not be given to directors who waive their entitlement to notice of that meeting, by giving notice to that effect to the company not more than 7 days after the date on which the meeting is held. Where such notice is given after the meeting has been held, that does not affect the validity of the meeting, or of any business conducted at it.
11. Participation in Directors’ Meetings
(1) Subject to the articles, directors participate in a directors’ meeting, or part of a directors’ meeting, when:
(a) the meeting has been called and takes place in accordance with the articles, and
(b) they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
(2) In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
(3) If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
12. Quorum for Directors’ Meetings
(1) At a directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
(2) The quorum for directors’ meetings may be fixed from time to time by a decision of the directors, but it must never be less than one where there is a sole director, and unless otherwise fixed it is two when there are multiple directors.
(3) If the total number of directors for the time being is less than the quorum required, the directors must not take any decision other than a decision:
(a) to appoint further directors, or
(b) to call a general meeting so as to enable the shareholders to appoint further directors.
13. Chairing of Directors’ Meetings
(1) The directors may appoint a director to chair their meetings.
(2) The person so appointed for the time being is known as the chairman.
(3) The directors may terminate the chairman’s appointment at any time.
(4) If the chairman is not participating in a directors’ meeting within ten minutes of the time at which it was to start, the participating directors must appoint one of themselves to chair it.
14. Casting Vote
(1) If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote.
(2) But this does not apply if, in accordance with the articles, the chairman or other director is not to be counted as participating in the decision-making process for quorum or voting purposes.
15. Conflicts of Interest
(1) If a proposed decision of the directors is concerned with an actual or proposed transaction or arrangement with the company in which a director is interested, that director is not to be counted as participating in the decision-making process for quorum or voting purposes unless paragraph (2) applies.
(2) The prohibition in paragraph (1) does not apply where the company by ordinary resolution disapplies the provision or where the director’s interest cannot reasonably be regarded as likely to give rise to a conflict of interest.
16. Records of Decisions to be Kept
The directors must ensure that the company keeps a record, in writing, for at least 10 years from the date of the decision recorded, of every unanimous or majority decision taken by the directors.
17. Directors’ Discretion to Make Further Rules
Subject to the articles, the directors may make any rule which they think fit about how they take decisions, and about how such rules are to be me, recorded or communicated to directors.
Appointment of Directors
18. Methods of Appointing Directors
(1) Any person who is willing to act as a director, and is permitted by law to do so, may be appointed to be a director:
(a) by ordinary resolution, or
(b) by a decision of the directors.
19. Termination of Director’s Appointment
A person ceases to be a director as soon as:
(a) that person ceases to be a director by virtue of any provision of the Companies Act 2006 or is prohibited from being a director by law;
(b) a bankruptcy order is made against that person;
(c) a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
(d) a registered medical practitioner who is treating that person gives a written opinion to the company stating that that person has become physically or mentally incapable of acting as a director and may remain so for more than three months;
(e) notification is received by the company from the director that the director is resigning from office, and such resignation has taken effect in accordance with its terms.
20. Directors’ Remuneration
(1) Directors may undertake any service for the company that the directors decide.
(2) Subject to prior written agreement between the directors, directors are entitled to such remuneration as the directors collectively determine for their services to the company as directors or for any other service undertaken for the company.
(3) Remuneration arrangements must be determined collectively by ordinary resolution or unanimous director consent to ensure transparency and fairness across the board.
21. Directors’ Expenses
The company may pay any reasonable expenses which the directors properly incur in connection with their attendance at meetings of directors or general meetings or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the company.
PART 3: SHARES AND DISTRIBUTIONS
Shares
22. All Shares to be Fully Paid Up
(1) No share is to be issued for less than the aggregate of its nominal value and any premium to be paid to the company in consideration for its issue.
(2) This does not apply to shares taken on the formation of the company by the subscribers to the company’s memorandum.
23. Powers to Issue Different Classes of Share
(1) Subject to the articles, but without prejudice to the rights attached to any existing share, the company may issue shares with such rights or restrictions as may be determined by ordinary resolution.
(2) The company may issue shares which are to be redeemed, or are liable to be redeemed at the option of the company or the holder, and the directors may determine the terms, conditions and manner of redemption of any such shares.
24. Company Not Bound by Less Than Absolute Interests
Except as required by law, no person is to be recognised by the company as holding any share upon any trust, and the company is not in any way to be bound by or recognise any interest in a share other than an absolute right to the whole of the share in the holder.
25. Share Certificates
(1) The company must issue each shareholder, free of charge, with one or more certificates in respect of the shares held by that shareholder.
(2) Every certificate must specify:
(a) in respect of how many shares, of what class, it is issued;
(b) the nominal value of those shares;
(c) that the shares are fully paid up; and
(d) any distinguishing numbers assigned to them.
26. Share Transfers
(1) Shares may be transferred by means of an instrument of transfer in any usual form or any other form approved by the directors, which is executed by or on behalf of the transferor.
(2) The directors may refuse to register the transfer of a share if the transfer is to a person of whom they do not approve.
Dividends and Other Distributions
27. Procedure for Declaring Dividends
(1) Subject to article 3A, the company may by ordinary resolution declare dividends, and the directors may decide to pay interim dividends.
(2) A dividend must not declare an amount exceeding that recommended by the directors.
(3) No dividend may be declared or paid unless it is in accordance with shareholders’ respective rights and subject to the profit retention commitment specified in article 3A.
28. Payment of Dividends and Other Distributions
(1) Where a dividend or other sum which is a distribution is payable in respect of a share, it must be paid by one or more of the following means:
(a) transfer to a bank or building society account specified by the distribution recipient;
(b) sending a cheque made payable to the distribution recipient by post; or
(c) any other means of payment as the directors and the distribution recipient may agree.
PART 4: DECISION-MAKING BY SHAREHOLDERS
Organisation of General Meetings
29. Attendance and Speaking at General Meetings
(1) A person is able to exercise the right to speak at a general meeting when that person is in a position to communicate to all those attending the meeting, during the meeting, any information or opinions which that person has on the business of the meeting.
(2) A person is able to exercise the right to vote at a general meeting when:
(a) that person is able to vote, during the meeting, on resolutions put to the vote at the meeting, and
(b) that person’s vote can be taken into account in determining whether or not such resolutions are passed.
30. Quorum for General Meetings
No business other than the appointment of the chairman of the meeting is to be transacted at a general meeting if the persons attending it do not constitute a quorum. A sole shareholder present in person or by proxy constitutes a quorum; otherwise, two shareholders present in person or by proxy constitute a quorum.
Voting at General Meetings
31. Voting: General
A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is duly demanded in accordance with the articles.
PART 5: ADMINISTRATIVE ARRANGEMENTS
32. Means of Communication to be Used
(1) Anything sent or supplied by or to the company under the articles may be sent or supplied in any way in which the Companies Act 2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the company.
(2) Any notice or document to be sent or supplied to a director in connection with the taking of decisions by directors may also be sent or supplied by the means by which that director has asked to be sent or supplied with such notices or documents.
33. Indemnity and Insurance
(1) Subject to paragraph (2), a relevant director of the company or an associated company may be indemnified out of the company’s assets against any liability incurred by that director in connection with any negligence, default, breach of duty or breach of trust in relation to the company or an associated company.
(2) This article does not authorise any indemnity which would be prohibited or rendered void by any provision of the Companies Acts or by any other provision of law.
(3) The directors may decide to purchase and maintain insurance, at the expense of the company, for the benefit of any relevant director in respect of any relevant loss.
Practical Next Steps for 3E Web Media Ltd / Mind the Gap Ltd
- Adopting the Articles: If adopting these during the company name change process (updating from 3E Web Media Ltd to Mind the Gap Ltd), pass a Special Resolution of the shareholders approving the new Articles of Association.
- Filing with Companies House: File the special resolution alongside the NM01 form (or Form AP01/special resolution package via Companies House portal) within 15 days of passing it.
- Social Enterprise Recognition: Having Article 3 (Objects) and Article 3A (Reinvestment & Asset Lock) explicitly drafted gives you official documentation when applying for social enterprise grant funding, public sector tenders, or social business directory listings without having to re-register as a CIC.