Companies Acts 1985 fo 2006 
Company limifed by guarantcc 
ARTlCLES OF ASSOCIATlON OF 
EUROPEAN SOC IAL NETWORK 
(as amended by a specia l resolution datcd 17th March 2017) 
l. Objects 
The Objccts of the Charity are to advance public education in soc ial service, 
hea1th, em p10yrnenl and edueation pol iey and implementation and to relieve 
poverty. sickncss and distress through the support of non-govemmental bodies 
eSlab lished for charitablc purposcs. 
2. Powers 
The Charity has the following powers. which may be exercised onl y 111 
promoting the Objects: 
2.1 to provide advice or infonnation; 
2.2 to carry out research; 
2.3 to publish reports; 
2.4 to organi se meetings (workshops. working groups. seminars and conferences): 
2.5 to co-operate with other bodies; including the developmcnt of paid consulting 
and advisory work. 
2.6 to undertake projects; 
2.7 to sUPJXlrt. administer or set up other charities; 
2.8 to accept gifts and to ra ise funds (but nOl by means of taxab le trading): 
2.9 to borrow money: 
2.10 to give security for loans or other obligations (but onl y in accordance with the 
restrictions imposed by the Charitics Act); 
2.11 to acquire or hire property of any kind: 
2.12 to let or di spose of prope rty of any kind (but onl y in accordance wit h the 
restrictions im¡x>sed b), the Charities Act); 
2.13 to set aside funds for spec ial purposes or as reserves against future 
expenditure; 
2. 14 to depos il or invest its funds in any manner (but to ¡nvest on1 )' after obtaining 
such advice from él financial eXllcrt as the Trustces consider necessary and 
having regard 10 the su itability of investments and the need for 
diversification): 
2. 15 lO dcposit documems and physical assets with any company registe red or 
having a place of business in England or Wales as custodian . and lO pay any 
reasonab le fee required; 
2. 16 to insure the property of the Charity aga inst any foreseeable risk and take out 
olher insurance po licies lo protecl lhe Charity when required; 
2. 17 subjecl lo Article 6.3. lo employ paid or unpaid agems. slafT or advisers; 
2.18 to contraet to provide services lO or on behalf of other bodies; 
2.19 lO establish or acqui re subsidiary companics; 
2.20 to do anything e lsc within the law which promotes or helps 10 promote the 
Objects. 
3. The Trustees 
3. 1 The Trustees as charity trustccs have contro l of the Charity and its property 
and funds. 
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3.2 There shall be nOI less than 3 and nOI more than 6 Trustees al any one time. Al! 
Trustees mUSI be individuals rather than eorporate bod ies and mllst be ovcr thc 
age of 18. 
3.3 A Trustee may not ael as a Trustee unless he/she has signed a written 
decla rali on ofwillingness to aet as a eharity tru stee of lhe Charity. 
3.4 Truslees shall be elecled to serve for a 3 year lcnn and sha ll be eleeted at an 
annua l general meeting ofthe Membcrs . A Trustee who has completed a 3 )'ear 
term may be re·elceted by the Members at the next annual general meeti ng to 
serve a further 3 year termo 
3.5 A Trustec's tcrm of c ffice as 5uch automat ical!y tenninatcs if: 
( 1) he/she is disqualified under the Charit ies Act fram acting as a charit)' 
trustee; 
(2) he/she is incapable, whether memall y or physica ll y. of managing 
hi slher own affairs; 
(3) he/she is absent without good reason from 3 consecut ive meetings of 
lhe Trustees and is asked by a majorit)' ofthe olher Trustees to resign; 
(4) two·thirds of lhe Trustees vote 10 remo ve him/her from officc on lhe 
ground that he/she has nOI been acting in lhe best imerests of the 
Charity PROVIOED THAT he/she has firsl bcen givcn an opportunil)' 
to be heard at a meeting of lhe Trustees; 
(5) he/she resigns by written notice 10 Ihe Trustees (but onl )' if at least 4 
T ruslees wi ll remain in offiee); or 
(6) he/she is removed b), lhe Members in accordance witll lhe provisions 
of lhe Companies Act. 
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3.6 The Trustees may at any time co-opt any individual who is eligible under 
Article 3.2 as a Truslee 10 fill a vacaney in lheir number or (subjecl 10 the 
maxirnum numbcr permiued by Artide 3.2) as an additional Trustee. but a co-
opted Trustee holds office on ly for one year. 
3.7 A lechnical defect in the appointrnent ofa Trustee ofwhich the Trustees are 
unaware at the time does not imalidate deeisions laken al a meeting. 
4. Trustees' proceedings 
4.1 The Trustccs must hold at Icast 4 meetings each year. 
4.2 A quorum al a meeting ofthe Truslees is 3 Truslees. 
4.3 A meeting of the Trustees rnay be held either in person or by suitable 
eleclronic menns agreed by the Trustees in which a1l participants may 
communicate with a ll Ihe olher participants but at least t\\'o meetings in each 
year muSI be held in persono 
4.4 The C hairman or (ifthe Chainnan is unable or unwilling to do so) sorne other 
Trustee chosen by Ihe Truslees prescnt presides al each meeting. 
4.5 Any issue may be detennined by a simple majority ofthe votes cast at a 
meeting, bUI a resolution in writing agreed by all Ihe Trustees (other than any 
Connicted Trustee who has nOI becn aUIhorised to vote) is as val id as a 
resolulion passed at a meeting. For Ihis purpose Ihe resolution may be 
contained in more than one document. 
4.6 Every Truslee has one vote on each issue bUI, in case of equality of votes. 
Ihe chainnan ofthe meeting has a second or casting vote. 
4.7 A procedural defect of which the Trustees are unaware at Ihe time does nOl 
inva lidale deci sions taken al a meeting. 
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5. Trustees' powers 
The Truslees have Ihe follow ing po\Vers in lhe adminislration of Ihe Churity in 
their capacity as Trustees: 
5.1 To appoint (and remove) any person (\Vho may be. buI need not necessarily be. 
a Trustee) to aet as eompany seeretary in aecordanee \Vith Ihe Companics Act . 
5.2 To appo int a Chairman. a Treasurer and other honorary officers from among 
their numbcr. 
5.3 To dclegale any of their fu nclions lo cammillees consisling of twa or more 
individua ls appointed by thcm. At leasl one member of every committee mUSI 
be a Trustee and all proceedings of cornmittees muSI be reponed promptly 10 
Ihe Truslees. 
5.4 To make standing orders consistent wilh the Articles and Ihe Companics Acl 
to govern proceedings al general meelings. 
5.5 To make rules consistent \V ith lhe Art ides and the Companies ACI to govem 
their proceed ings and proceedings of committees. 
5.6 To make regu lations consistent \Vilh the Articles and Ihe Companies ACI 10 
govem the administration of Ihe Charity. including Ihe criteria for 
Membership. 
5.7 To estab lish procedures 10 assist Ihe resol Ulion of di sputes or differenees 
\Vith in lhe CharilY. 
5.8 To exercise any powers oflhe Charity wh ich are nOI reserved 10 Ihe Mernbers. 
6. Benefits and Confl icls 
6. 1 The income and property of Ihe Charity shall be appli ed so lely lowards the 
promotion of Ihe ObjecIs and no party shall be paid or Iransferred, directly or 
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indirectly. by \Vay of dividendo bonus or other\Vise by \Vay of protit. to 
members o rthe Charity, and no Truslec shall be appoinled to any omee oflhe 
Charity paid by salary or fees or reeei ve any remuneration or other benetit in 
money or mOlley's worth from lhe Charity: Prov ided that noth ing in this 
doeument shall prevent any payment in gaad fai th by the Charity: 
( 1) of the usual prafessional charges for business done by any Trustee \Vho is a 
so licitar. aceountant or other person engaged in a profess ion , a r by any partner 
of hi s or hcrs. \Vhen instructed by the Charity to aet in a pro ress ional ca pacit)' 
on its behalf: Provided that at no time shall a majority of the Trustees benetit 
under thi s provision and thal a Trustee shall withdraw from any meeting at 
which hi s or her appointment or rem uneration. or that of hi s or her partner, is 
under di seussion: 
(2) o freasonable and proper remuneralion for any services rendered to the Charity 
by any member, omeer or servanl ofthe Chari ty \Vho is not a Trustee; 
(3) of ¡nterest on money lenl by an)' member of Ihe Charit)' or Trustee al a 
reasollable and proper rate per annum not exceeding 2 per cenl less than the 
published base lending rate o r a clearing bank to be scleeted by lhe Trustees: 
(4) o r rces. remuneralion or other benetit in money or money's worth to any 
company of which a Trustee may also be a member holding nOI more lhan 
1/100m part ofthe issued capila l of thal compan)'; 
(5) of reasonable and proper rent for premises demised or let by any member of 
lhe Charity or a Trustee; 
(6) to an)' Trustee of reasonable out-of-pocket expenses. 
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6.2 Subjecl 10 Anide 6.3, any Truslee who becomes a Coo meted Trustee In 
rclalion 10 any mallcr muSI: 
(1) declare lhe nalure and extent of his or her interest befare discussion 
begins on the matter: 
(2) withdraw from the meeting for that item after providing any 
infonnation requested by the Trustees; 
(3) not be counted in the quorum for that pan of the meeting: and 
(4) be absent during the vote and have no vote on the mattcr. 
6.3 When any Trustee is a Conmeted Trustee. the Trustees who are not Conmeted 
Trustees, ifIhey form a quorum without counting the Conflicted Trustee and 
are sati sfied that it is in the besl interesls of the Charity to do so. may by 
reso lution passed in the absenee of the Conmeted Trustee aUlhorise Ihe 
Conflieted Trustee. notwilhstanding any eonflict of interest or duty whieh has 
arisen or may ari se for the Conflieled T rUSlee. lO: 
( 1) continue to panicipate in discussions leading to lhe making of a decision 
andlor 10 vote. or 
(2) disclose lO a third pany information eonfidenlial to the Charily. or 
(3) take any olher aelion not otherwise authorised which does nat involve the 
receipt by the Confli ctcd Trustee or a Connected Person of any payment or 
material benefit from lhe Charily or 
(4) refrain from taking an y step required to remove the conflict. 
7. Records and Accounts 
7.1 lhe Trustees must comply with the requirements of the Companies Act and of 
the Charit ies Act as lo keeping records. the audit a r independent examinatian 
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of accounts and the preparation and transmiss ion to the Registrar of 
Companies and lO the Commission ofinformation required by law including: 
( 1) annual returns: 
(2) annual reports: and 
(3) annual stalements of account. 
7.2 The Truslees muSl also kecp records of: 
(1) all proceedings al mcet ings ofthe Truslees; 
(2) a1l resolulions in writ ing; 
(3) all reports ofcornmittees; and 
(4) all professional advice obtained. 
7.3 Accounting records re lating to lhe Charity must be made available for 
inspcction by any Trustee at any time during normal o ffice hours and may be 
made avai lab le for inspection by Members who are nOl Trustees iflhe Trustees 
so dec ide. 
7.4 A copy ofthe Charily's const itution and latest available statement ofaccounl 
must be supplied on request 10 any Trustce. Copies of Ihe latest accounts must 
also be supplied in accordance Wilh lhe Chari ties Act to any othcr pcrson who 
makes a wrilten requesl and pays lhe Charilis reasonable costs . 
8. Membership 
8.1 The Charity must maintain a regi ster of Members. 
8.2 The subscribers to the Memorandum are lhe firsl Membcrs. 
8.3 The fonn and the procedure for applying for Mcmbership is 10 be prescribed by 
the Truslees. 
8.4 Membership is not transrerable. 
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8.5 The Trustees may establish different classes of Members and may recognise 
one or more c1asses of supporters who are not Members (but who may 
ncverthelcss be tenned 'voting' members and 'members' ) and set oul their 
respective rights and obl igations. 
9, General Meelings 
9.1 Members are entitled to attend general rneetings in person or by proxy (but 
on ly if the appointment of a proxy is in writ ing and notified to the Charity 
before the cornmencernent of the meeting). 
9.2 General meelings are called on al leasl 14 days ' wrinen noticc indicming lhe 
business to be di scussed and (if a spccial resolution is to be proposed) setting 
out the tenns ofthe proposcd specia l resolution. 
9.3 There is a quorum at a genera l meeting ir the number of Mcmbers prcsent in 
person or by proxy is at Icast 30% plus one. 
9.4.1 General meetings shall be chaired by Ihe Chairman or (i f the Cha irman is 
unable or unwilling to do so) by sorne other Trustee chosen by Ihe other 
Trustees at or prior to the relevant general meeting. 
9.5 Except where olherwise provided by the Articles or lhe Compan ies Act. cvcry 
issue is dec ided by ordinary rcsolution . 
9.6 Every Member presem in person or by proxy has one vote on each ¡ssue. 
9.7 Except where otherwisc prov ided by the Anicles or the Compan ies Act. a 
written resolution (whether an ordinary or a special reso lution) is as valid as an 
equivalent resolut ion passed at a genera l meeting. For thi s purpose (he wri«en 
reso lution may be set out in more Ihan one document. 
9.8. Members must annuall y: 
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9.9 
(1) receive lhe accounts ofthe Charity for the previous fi nancia l yca r: 
(2) receive a written repon on Ihe CharilY's activities: 
(3) be informed of Ihe retirement of lhose Trustees who wish to retire or 
who are retiring by ratation: 
(4) 
(5) 
elcct Trustecs 10 fill the vacancies arising; 
appoim reporting accountants or auditors for the Charity; 
Members may a1so from time lo time discuss and determine any issues 
ofpolicy or deal Wilh any olher business put bdore them by the Trustees. 
9.10 A general meeting may be called by the Trustees al any time and must be 
ca lled within 21 days of a written request from one or more Truslees, al leasl 
10% of lhe Membership or (where no general meeting has been held within 
the last year) al leasl 5% ofthe Membership. 
9.11 A tcchnical defecl in Ihe appointment of a Mcmber of which Ihe Members are 
unaware al the time does nOI invalidale a decision taken al a general meeting 
or a \Vritten Resolution. 
lO. Limited Liabilitv 
The ¡iabilily of Members is limited. 
11. Guarantee 
Every Member promises, iflhe Charily is dissolved while he/she remains a 
Member or within one year after he/she ceases lo be a member. 10 pay up 10 f l 
lowards: 
11.1 payment ofthose debts and liabilities of the Charity incurred before he/she 
ceased to be a Member; 
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11.2 payment ofthe costs. charges and expenses of wind ing up; and 
11.3 the adjustment of rights of contributors among themselves. 
12. Communicatians 
12.1 Natices and other documents to be served on Members or Trustees undcr the 
Articles or lhe Companies Act may be served: 
( 1) by hand; 
(2) by post; 
(3) by suitable electronic means: or 
Ihrough publication in Ihe Charity's newsletter or on Ihe Charity's websitc. 
12.2 The only address at which a Member is entitled to rcceive notices sent by post 
is its address shown in the register of Members but lhe Charity may e1ect to 
send notices instead to an emai l address supplied by that Member. 
12.3 Any notice given in accordance with these Articles is to be treated for all 
purposes as having been received: 
( 1) 24 hours after being sent by electronic means, posted on the Charity's 
webs ite or delivercd by hand lo the re levant address; 
(2) two clear days after being sent by first class poSl lO that add ress: 
(3) immediately on being handed 10 the recipient personal]y: 
oro ifearlier. 
(4) as soon as the recipient acknowledges actual rcceipt. 
12.4 A (echnica l defecI in servíce of wh ich the Trustees are unawa re al the time 
does not invalidate decis ions taken at a meeting. 
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13. Dissolution 
If the Charity is wound up or disso lved and after all its debts and Iiabilities 
have been satisfied there remains any propeny it shall nOl be paid to or 
di stributed among the members of the Charity. but shall be given or 
transferred to sorne other charity or eharitics having objeets similar to the 
Objeets which prohibits the d istribution of its or thcir income and propeny [ O 
un cxtent at leasl as great as is imposed on Ihe Charily by Anide 6.1 aboye, 
chosen by the Members al or before the timc of disso[ution and if thal eannot 
be done then to sorne other charitable objecl. 
14. Interprctation 
14.1 The Anides are to be interpreted withoul reference to lhe madel anides under 
lhe Companies Aet. which do nOl apply 10 the Charity. 
14.2 In lhe Anides. unless the context ind ieates another meaning: 
' th e Artic les' means the Charity's Anides of Assoc iation and 
' A rt icle' rcfers 10 a particular Anide; 
'Cha irma n ' means the chairman ofthe Trustees; 
'the Cha rif)" means lhe company govemed by lhe Anides: 
'the C ha rities Aet ' means lhe Charities Acts 1992 to 2011; 
'charity trustee' has the meaning prescribed by lhe Charities Actj 
'clea r da)" does not indude lhe day on which notice is given or the 
day ofthe meeting or other event ; 
' t he Commission ' means the Charily Commission for England and 
\Vales or any body which rcplaces jt ; 
' lhe Companies Acr' means the Companies AClS 1985 to 2006: 
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'Conflicted Trustee' means a Tnlslee in rcspcct of whom a conOiet of 
imerest arises or may reasonably arise because the Connicted Trustee 
or a Connected Pe rson is receiving or stands to receive a benefit (other 
than paymcnt of a prcmium for indemnity insurance) from the Charíty. 
or has some separate intcrest or duty in a matler to be decided. or in 
relation to informat ion which is confidential to ¡he Charity: 
'Connected Person' mean s, in relation to a Trustee, a person with 
whom the Trustee shares a common intercsl such (hat he/she may 
reasonably be regarded as benefiting directl y or indirectl y from any 
material benefit received by that person, being either a member of ¡he 
Trustee's fami ly or household or a persan or body who is a business 
associate of the Trustee. and (for the avoidance of doubt) docs not 
include a company with which the Trustee ' s onl )' connection IS an 
interest consisting of no more than 1% ofthe voting rights; 
' constitulion' means ¡he Memorandum and the Articles and any 
special resol utions relat ing to thcm; 
' custodian ' means a person or body who undertakes safe custod)' of 
assets or of documents or records relating to them: 
'electronie means' refers to eommunications addressed to specified 
individuals by telephone , fax or email oro in relation to meetings, by 
telephone conference call or video conference; 
' financial cxpert ' means an individua l, company or firm who is 
authorised to give in vestment advice under the Financial Services and 
Markets Act 2000; 
' financial )'ear' means the Charity' s financial year; 
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' firm ' ineludes a limited liability partnership; 
' indemni ty insurancc' means insurance against personal liability 
incurred by any Trustee for an act or omission whieh is or is allcged 10 
he a breach of trust or breadl of duty, unless the act or omission 
amounts 10 a criminal ofTellce or Ihe Trustee concerned knew thal, or 
was reekless whelher, Ihe 8ct or omission was a breach of trust or 
breacn of dUly; 
' material benefif means a benefit. direct or indircct. whicn may nol 
be financial bul has a rnonetary va lue; 
' Membcr' and ' Mcmbership ' refer to company Membership of Ihe 
Charity; 
' month ' means calendar month; 
' nomince company ' means a corporatc body regi stcrcd or having an 
established place ofbusiness in England and Wales wh ieh holds title 10 
property for another: 
'o rdinary resolution ' means a resolution agreed by a simple majority 
of lhe Members present and vating at a general meeting or in the case 
of a wriuen resolution by Members who together hold a s imple 
majority oflhe vat ing powcr; 
'the Objects' means the Objects of the Charity as defined in Article 1; 
' Resolution in writing ' means a wrinen resolution oflhe Trustecs: 
' special reso lution ' means a reso lut ion of which at leasl 14 days ' 
notice has been given agreed by a 75% majority of Ihe Membcrs 
present and voting al a general meeting or in the case of a wrinen 
resolulion by Memhcrs who togcther hold 75% ofthe voting power; 
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' taxablc trading ' means carrymg on a trade or business in such 
manner or on such a sca[e thal some or a1l of lhe profils are subject lo 
corporation lax: 
'Trustec ' means a director of lhe Charity and 'Truslees' means the 
direClors buI ""here a Trustee is a corporate body "Trustee ' includes 
where appropriate Ihe named represenlative oflhe Trustee; 
'written ' or ' in writing ' rcfers lo a legible documenl on paper or a 
document sent by electronie means which is eapable of being printed 
out on paper; 
'written resolution ' rcfers to an ordinary or a special resolUlion which 
is in writing; 
'year' means calendar yeaL 
14.3 Expressions nO! otherwise defined which are defined in Ihe Companies 
Act have the same meaning, 
14.4 Referenees lO an Aet of Parliament are 10 Ihat Act as amended or re-
enacted from time 10 time and to any subordinale legislat ion made 
under it. 
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n »oclal Network 
.... Ioor. Victoria House 
') Queens Road 
'cton, BN' 3WB 
d Kingdom