Company registration

Lingen Community Broadband C.I.C. was incorporated as a community interest company limited by guarantee today, 26 February 2010.

The company registration number is 07171300.

The registered office is Lingen Village Hall, Lingen, Bucknell SY7 0DY where company documents can be inspected.

Acceptable Use Policy

LINGEN COMMUNITY BROADBAND CIC

ACCEPTABLE USE POLICY



This Acceptable Use Policy ("AUP") specifies the actions prohibited by Lingen Community Broadband CIC ("Lingen Community Broadband") to a User of the network utilised by Lingen Community Broadband Services and must be read in conjunction with our Terms and Conditions.

("User") may be defined as "a Customer or anyone who uses Lingen Community Broadband Services or accesses the network utilised by Lingen Community Broadband Services or Internet service".

The primary purpose of this policy is prevent the illegal use of Lingen Community Broadband Services as defined in UK law or the inappropriate use or misuse of the Services on the basis of Lingen Community Broadband's own judgement and discretion.

Lingen Community Broadband believes in a safe Internet and works with others organisations and regulatory bodies to prevent illegal use of the internet.

This policy further defines the rights that Lingen Community Broadband has to ensure consistent and acceptable use of Lingen Community Broadband Services and the Network by all Users, as well as safeguard and protect its own commercial interests.

Lingen Community Broadband reserves the right to modify this Policy at any time. Changes made to the Policy become effective upon posting of the modified Policy to our website. It is the User's responsibility to ensure their awareness of any such changes.

Lingen Community Broadband reserves the right to suspend or terminate the User's Service immediately and without notice, if the User is in breach of any aspect of our AUP.

Illegal Use:

The Network utilised by Lingen Community Broadband Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited. This includes, without limitation, material protected by copyright, trademark, trade secret or intellectual property rights used without proper authorisation, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.

The Network:

The User acknowledges that Lingen Community Broadband is unable to exercise control over the content of the information passing over the network utilised by Lingen Community Broadband Services. Therefore, Lingen Community Broadband is not responsible for the content of any message whether or not the posting was made by a Lingen Community Broadband Customer.
The network utilised by Lingen Community Broadband Services may be used to link into other networks worldwide and the user agrees to conform to the acceptable use policies of these networks.
In addition the User undertakes to conform to the Internet protocols and standards.
The User may not circumvent User authentication or security of any host, network, or account (referred to as "cracking" or "hacking"), nor interfere with the Service to any User, host, or network (referred to as "denial of service attacks").
Without prejudice to the foregoing, any application that overloads the network utilised by Lingen Community Broadband Services by whatever means will be considered as making profligate use of the network utilised by Lingen Community Broadband Services and will as such NOT be permitted. Use of IP multicast other than by means provided and co-ordinated by Lingen Community Broadband is likewise prohibited.
The User acknowledges that the availability of their Lingen Community Broadband Service is also dependent upon reasonable usage of the network. The User further acknowledges that Lingen Community Broadband reserves the right to manage the Traffic of those Customers whose usage Lingen Community Broadband considers to be either not consistent with or appropriate for the Service to which they subscribe or detrimental to the other Users who share the network.
The User acknowledges that Lingen Community Broadband has the right to introduce a Fair Use Policy for its Services if Lingen Community Broadband feels such a policy is necessary to ensure the provision of service for all Users. Details of any applicable Fair Use Policy will be posted on the Lingen Community Broadband website
Users sending or receiving malicious or illegal Traffic will be suspended or disconnected upon detection by Lingen Community Broadband. Lingen Community Broadband understands that in some cases the User may not be aware of or responsible for the origination of such Traffic, in which case Lingen Community Broadband will work with the User to resolve the issue and restore normal service as efficiently as possible.
Users who violate systems or network security may incur criminal or civil liability. Lingen Community Broadband will co-operate fully with investigations of suspected criminal violations, violation of systems or network security under the leadership of law enforcement or relevant authorities.
Lingen Community Broadband reserves the right to suspend users who exceed their limit.

System and Network Security:

Violations of system or network security are prohibited, and may result in criminal and civil liability. Lingen Community Broadband will investigate incidents involving such violations and will involve and will co-operate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:
Unauthorised access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without the express authorisation of the owner of the system or network;
Unauthorised monitoring of data or Traffic on any network or system without the express authorisation of the owner of the system or network;
Interference with service to any User, host or network including, without limitation, mailbombing, flooding, deliberate attempts to overload a system and broadcast attacks;
Forging of any TCP-IP packet header or any part of the header information in an email or a newsgroup posting.
If approached with complaints relating to any system or network violations, Lingen Community Broadband will co-operate and assist the Police and law enforcing bodies with their investigations in order to bring such mis-use and violations to an end.

E-mail:
It is explicitly prohibited to send unsolicited bulk e-mail messages ("junk mail" or "spam") of any kind (commercial advertising, political tracts, announcements) etc.
It is also explicitly prohibited to allow others to send unsolicited bulk e-mail messages or viruses either directly or by relaying through the User's systems. For the avoidance of doubt, Users must ensure that their systems cannot be relayed through. Users may not forward or propagate chain letters nor malicious e-mail.
A User may not solicit e-mail for any other address other than that of the User, except with full consent of the owner of the referred address.
Users should, before using the service, familiarise themselves with the contents of the following newsgroups;- news.newusers.questions; news.announce.newusers; and news.answers. Excessive cross-posting (i.e. posting the same article to large numbers of newsgroups) is forbidden. Posting of irrelevant material to newsgroups (also known as USENET spam) is also forbidden. Posting binaries to a non-binary newsgroup is forbidden.

Complaints regarding Illegal Use or System or Network Security issues, Email abuse, USENET abuse or spamming should be sent to the Company Secretary judithmp@btinternet.com
INDIRECT OR ATTEMPTED VIOLATIONS OF THIS POLICY, AND ACTUAL OR ATTEMPTED VIOLATIONS BY A THIRD PARTY ON BEHALF OF LINGEN COMMUNITY BROADBAND CUSTOMER OR A CUSTOMER'S END USER, SHALL BE CONSIDERED VIOLATIONS OF THIS POLICY BY SUCH CUSTOMER OR END USER.

Terms & Conditions

LINGEN COMMUNITY BROADBAND CIC

Terms and conditions for

Lingen Community Broadband Services


The Customers' use of the Service (as defined below) and/or acceptance of these Terms and Conditions ("Conditions") constitute the Customers agreement to be bound by these Conditions. These Conditions must be read in conjunction with the Lingen Community Broadband Acceptable Use Policy ("AUP") which can be found at http://lingenbroadband.blogspot.com, which may be subject to change from time to time. It is the Customers' responsibility to ensure that they comply with the latest edition of the AUP in force at any given time.

These Conditions, together with Lingen Community Broadband's AUP, explain Lingen Community Broadband's responsibilities to the Customer and the Customer's responsibilities to Lingen Community Broadband and to other users of the Service ("Users"). The AUP in particular outlines what Lingen Community Broadband consider to be unacceptable use of the Internet by our customers so that Lingen Community Broadband can take appropriate steps against abusers of the Internet.

The AUP and the Application Form are an integral part of these Conditions and, unless otherwise expressly stated, all references to Conditions include reference to the AUP and to the Application Form. Users must be 18 years or older to register for the Service.


Please note some terms used in these Conditions will have a certain meaning:
"LCB Wireless Connection" means the wireless link that the Customer uses to obtain telecommunications services over the Lingen Community Broadband private telecommunications (wired and wireless) network at the Premises as notified by the Customer to Lingen Community Broadband
"Act" means the Telecommunications Act 1984;
"Agreement" means these Conditions together with the applicable Application Form and AUP;
"Application Form" means the form that the Customer signs when applying for the Service via email, post or fax;
"AUP" means Acceptable Use Policy which specifies the actions prohibited by Lingen Community Broadband in the use of its Services by Customers and the Users of the network
"Carrier" means any supplier of telecommunications services to Lingen Community Broadband for the Service;
"Commencement Date" means the date when the Customer first receives the live Service.
"Confidential Information" means any information of a confidential nature obtained under or in connection with this Agreement including, but not limited to, any information regarding the existence of errors or viruses found in the Service and all other information which Lingen Community Broadband characterises as confidential at the time of its disclosure either in writing or orally. Confidential Information does not include information which the Customer can demonstrate: (a) is previously rightfully known to the Customer without restriction at the time of disclosure; (b) is or becomes, from no act or omission on the Customers part, generally known in the relevant industry or public domain; (c) is disclosed to the Customer by a third party as a matter of right and without restriction at the time of disclosure; or (d) is independently developed by the Customer without Lingen Community Broadband to the Confidential Information.
"Customer" means the person who orders the Service and person shall be taken to include bodies corporate or unincorporate. Lingen Community Broadband may accept instructions from another person who Lingen Community Broadband reasonably believe is acting with the Customer's authority or knowledge.
"Customer Apparatus" means apparatus belonging to the Customer not forming part of the Equipment but which may be connected to the Equipment;
"Equipment" means any apparatus or equipment provided by Lingen Community Broadband or any third party to the Customer at the Premises to enable provision of the Service;
"Fair Use Policy" means the Policy introduced by Lingen Community Broadband to assist in the provision of a fair level of service for all Customers
"Minimum Period of Service" (a) For customers using Lingen Community Broadband - The minimum period will be eighteen months (18) year from the commencement date.
"Lingen Community Broadband " means Lingen Community Broadband CIC, Lingen Village Hall, Lingen, Bucknell, SY7 0DY
"Lingen Community Broadband System" means the telecommunication system which Lingen Community Broadband runs and, for the purpose of this Agreement, any apparatus leased by, or otherwise obtained by Lingen Community Broadband from a third party.
“Premises” means the Customer’s premises where the Service is to be received.
“Service” means the installation, connection and supply of a radio wireless link supporting WIRELESS services at the Premises and the provision o telecommunication services over such circuit as detailed in our website. For further details and a description of the Service see http:/lingenbroadband.blogspot.com
“Standard Tests” means the tests carried out by Lingen Community Broadband or any third party to determine whether the Service is ready;
“Term” is defined in clause 3.
“Traffic” means data transmitted and received across the network.
2.1 The Service is described on Lingen Community Broadband’s web site http:/lingenbroadband.blogspot.com
2.2 The provisions of the Application Form are binding on Lingen Community Broadband once Lingen Community Broadband confirm to the Customer in writing acceptance of the Customer's order. The Customer agrees to receive the Service and pay the fees for the Service as specified in this Agreement.
2.3 Lingen Community Broadband will provide the Service to the Customer in accordance with the Conditions of this Agreement and with reasonable skill and care. It is technically impracticable to provide the Service or the telecommunications services free of faults in high hilly countryside and Lingen Community Broadband does not undertake to do so.
2.4 Lingen Community Broadband will use its reasonable endeavours to provide a prompt and continuing Service but will not be liable for any loss of data resulting from delays, non-deliveries, missed deliveries, or service interruptions caused by events beyond the control of Lingen Community Broadband , or by errors or omissions of the Customer.
2.5 Lingen Community Broadband exclude all and any warranties and conditions of any kind, whether express or implied, in respect of the Service and any content or data obtained or downloaded from it or the accuracy of information received through it.
2.6 To use the Service, the Customer needs to supply Lingen Community Broadband with certain details on the Application Form. Lingen Community Broadband will respect the privacy of this information and will comply with applicable data protection legislation in respect of it.
2.7 The Customer must have an Lingen Community Broadband Wireless Connection with the Physical Characteristics in order to receive the Service. If the Customer changes from the Physical Characteristics Lingen Community Broadband cannot be held responsible if the Customer is no longer able to receive the Service.
2.8 The Customer acknowledges that the Service will depend upon the characteristics of the Customer's Lingen Community Broadband Wireless Connection and that where the Carrier so determines it may not be possible to supply the Service. In this event Lingen Community Broadband shall have the right to terminate this Agreement without liability to the Customer.
2.9 From time to time certain PoPs, servers, or the whole or part of the Network may be closed down for routine repair or maintenance work. Lingen Community Broadband or its authorised representative shall give as much notice as in the circumstances is reasonable and Lingen Community Broadband shall endeavour to carry out such works during the scheduled maintenance periods as published from time to time.
2.10 Lingen Community Broadband may occasionally have to interrupt the Service or change the technical specification of the Service for operational reasons or because of an emergency. Lingen Community Broadband will give the Customer as much notice as possible of any planned interruption of the Customer's Service. In these circumstances The Customer shall have no claim against Lingen Community Broadband for any such interruption.
2.11 Lingen Community Broadband will correct reported faults as soon as possible. Should the Customer encounter a fault with the Service the Customer should report the fault to the Lingen Community Broadband.
2.12 Lingen Community Broadband may include links from time to time from the Service to other Internet sites. Lingen Community Broadband have no control over the content of such sites and disclaims any liability in respect of the Customer's use of such sites. The Customer may wish to use one of the available filtering software products to help prevent access to certain web content.
2.13 The Customer acknowledges that the Service shall be provided by Lingen Community Broadband at the Premises and that under these Conditions the Customer cannot require Lingen Community Broadband to transfer the Service or Equipment to another location. In the event the Customer requests the Equipment to be moved to another location within the Premises, Lingen Community Broadband reserve the right to accept or reject such request and Lingen Community Broadband’s decision shall be final. Any expense incurred in such a move of the Equipment within the Premises shall be incurred by the Customer.
2.14 Except as otherwise expressly permitted in these Conditions, and in addition to other restrictions herein, the Customer may not:
2.14.1 redistribute, encumber, sell, rent, lease, sub-license, copy or use the Service or otherwise transfer rights to the use of the Service to any third party, whether in whole or in part;
2.14.2 disclose Service features, errors or viruses to any third party without Lingen Community Broadband’s prior written consent;
2.14.3 use the Service except in conjunction with Lingen Community Broadband’s recommended operating environment, notified by Lingen Community Broadband; or
2.14.4 modify the Service without Lingen Community Broadband’s prior written consent.
2.15 Lingen Community Broadband reserves the right to change the Customer’s password at any time at its sole discretion.
2.16 Lingen Community Broadband reserves the right to introduce a Fair Use Policy at any time.
2.17 Lingen Community Broadband reserves the right to manage Customer Traffic across its network. This may involve restrictions to the Customer’s Service including, but not limited to, reduced connection speed, restriction of “peer to peer” downloading or imposing specific usage limits. These restrictions may be used singularly or in conjunction with others. Lingen Community Broadband reserves the right to deploy network Traffic management measures at anytime and without notice. Lingen Community Broadband undertakes to use network management to deliver a fair service to its customers.

3.1 This Agreement will commence on the Commencement Date and shall continue for a term equivalent to the subscription period paid by the Customer until the expiry of that subscription period or the Agreement is terminated in accordance with the terms hereof ("the Term") subject to the provisions of paragraph 13.1

3.2 The Minimum Period of Service does not prevent Lingen Community Broadband from suspending or terminating the Service under paragraphs 12 and 13 of this Agreement.

4.1 Lingen Community Broadband shall provide the Customer with the Service for the fees as set out on the Lingen Community Broadband website, at the time of placing an order, or on the Application Form. These fees are payable in advance from the start of the Minimum Period of Service. Payment will be due on the date specified on the invoice. Lingen Community Broadband accept cheques or standing order payments only. Save where the Service is terminated by Lingen Community Broadband without cause, the Customer shall not be entitled to a refund of subscriptions paid. Certain Lingen Community Broadband Future Services will be billable in arrears. Example of billing in arrears include charging for billable phone calls and additional usage allowance
4.2 Lingen Community Broadband may charge interest on all outstanding amounts on a daily basis at the rate of 3% per annum above the base lending rate of Lloyds TSB plc in force from time to time, from the date of the invoice until the date of actual payment or judgement has been enforced. Additionally, Lingen Community Broadband reserves the right to terminate the provision of service to the Customer immediately if the Customer is in default of payment. Such termination is without prejudice to the rights of either party accrued prior to the date of termination.
4.3 Any setup fees, installation fees, or charges for Wireless Customer Premise Equipment, and other equipment as specified on the online order form or on the Application Form is payable in advance by cheque.
4.4 All fees are subject to change from time to time in the event that the Carrier increases its fees to Lingen Community Broadband . Lingen Community Broadband will contact you in the event of any such increases.
4.5 Regrades between Services may be requested by the Customer. Lingen Community Broadband will not charge for moving a customer between plans. The Customer acknowledges that some regrades may not be possible due to incompatibility of Services and Lingen Community Broadband reserves the right to refuse such regrade requests.
4.6 In addition to the fee set out on the Lingen Community Broadband website, at time of placing an order, or on the Application Form, Lingen Community Broadband shall be entitled to charge the Customer for the reasons given.
(a) If a customer wants to relocate the Ethernet Cable from one room/floor to another within the same building.
(b) Abortive Visit Charge - Abortive visits include attendance to incorrect address provided by the customer, site does not meet requirements specified by Lingen Community Broadband or End User is not available.
(c) Administration Charges - Where The Customer provide illegible, materially incomplete or incorrect order details.
(d) Reworking Charge - If the Customer consents to an Lingen Community Broadband engineer making good any existing installed wiring to make it fit for installation of the Service.
(e) Order Cancellation - If the customer requests the cancellation of the Lingen Community Broadband ADSL service five (5) or less days prior to the arranged installation date the following fees will apply: three to five (3-5) days prior to activation the cancellation fee will be £50 + VAT. two (2) days or less prior to activation the cancellation fee will be £75 + VAT.
For the latest pricing information on the above please contact the Lingen Community Broadband on 01544 262 896.
5 The Customer hereby irrevocably gives permission to Lingen Community Broadband and its agents or contractors to;
5.1 execute any works on the Premises for, or in connection with, the installation, maintenance, adjustment repair, alteration, moving, replacement, renewal or removal of the Equipment;
5.1.1 keep and operate the Equipment installed on, under or over the Premises;
5.1.3 enter the Premises to inspect any telecommunication apparatus kept on, under or over the Premises or elsewhere for the purposes of the Lingen Community Broadband System. The permission set out above shall continue in force after cancellation or termination of this Agreement until such time as Lingen Community Broadband have removed all Equipment from the Premises.
5.2 The Customer must allow Lingen Community Broadband to have access to the Premises at all reasonable hours for the purpose of testing or maintaining any of the Equipment and/or the Service and provide a safe and suitable environment for such access visits.
6.1 Lingen Community Broadband will only arrange for the Wireless service to be provided on the customer's home or business. It is the customer's responsibility to connect any and all computers to the Internet Ready CAT5 cable provided.
6.2. Lingen Community Broadband shall attempt to provide and install or procure the provision and installation of the Equipment at the Premises so that the Service can be provided on or before any installation date specified or agreed to by Lingen Community Broadband. Any installation date given is an estimate only and Lingen Community Broadband shall not be liable for any failure to meet such installation date.
6.3 Lingen Community Broadband shall use its reasonable endeavours to comply with the Customer's reasonable requests in respect of installation but Lingen Community Broadband or its contractor or agents' decision on the routing of cables and wires and the positioning of outlets and other apparatus constituting the Equipment or part thereof shall be final and binding.
6.4 A secure electricity supply is required at the Premises for the installation, operation and maintenance of the Equipment at such points and with such connections as specified by Lingen Community Broadband . Unless otherwise agreed, this power supply is to be provided by the Customer. Lingen Community Broadband shall not be responsible for interruption or failure of the Services caused by a failure of such power supply.
6.5 The Customer acknowledge that during the installation of the Equipment for the provision of the Service the Customer's Lingen Community Broadband Wireless Connection may suffer a temporary loss of service which shall be reinstated following installation and/or interference to any other Customer Apparatus or services used in connection with the Lingen Community Broadband Wireless Connection (e.g. Lingen Community Broadband Wireless Connection security systems) without any liability to Lingen Community Broadband.

7.1 The Customer agrees not to do or allow anything to be done to the Premises that may cause damage to, or interfere with, the Equipment or prevent easy access to it.
7.2 The Customer shall procure at the Customer's own expense all permissions, licences, registrations and approvals necessary for Lingen Community Broadband to deliver, install and maintain the Equipment for the provision of the Services.
7.3 Following the installation of the Equipment Standard Tests shall be carried out by Lingen Community Broadband to ensure that the Service is ready for use. If the Service is not ready for use, Lingen Community Broadband shall either repair or replace, at its sole option, the Equipment or any part thereof and repeat the Standard Tests. The Customer shall be entitled to use the Services following Lingen Community Broadband informing the Customer of successful completion of the Standard Tests.
7.4 The Equipment shall remain the property of Lingen Community Broadband or the supplier of such equipment (including any Carrier) and the Customer shall at all times make clear to third parties that the same is the property of Lingen Community Broadband or a third party supplier of such equipment. Lingen Community Broadband may modify, substitute, renew or add to the Equipment from time to time at its absolute discretion.
7.5 The Customer shall be responsible for ensuring at all times the safekeeping and proper use of the Equipment after delivery and installation at the Premises. The Customer shall be liable to Lingen Community Broadband for any loss or damage to the Equipment (except where it can be shown that such loss or damage was caused by our negligence or due to fair wear and tear). The Customer will notify Lingen Community Broadband immediately of any such loss or damage in particular (without prejudice to the generality of the foregoing) the Customer undertakes:
7.5.1 to keep the Equipment at the Premises and not to move it;
7.5.2 to comply with all instructions as Lingen Community Broadband may notify to the Customer and/or with the manufacturer's instructions and not to use the Equipment except in accordance with such written instructions and in accordance with the law and any applicable licence granted there under;
7.5.3 not to cause the Equipment to be repaired or otherwise maintained except by an authorised representative of Lingen Community Broadband ;
7.5.4 not to cause any attachments other than those approved for connection under the Act to be fitted to the Equipment except in accordance with such written authorisation as may be notified by Lingen Community Broadband to the Customer from time to time;
7.5.5 not to do anything nor to allow to subsist any circumstances likely to damage the Equipment or detract from or impair its performance or operation and not to add, modify, or in any way interfere with or impair the performance of the Equipment; and
7.5.6 not to attempt to sell, transfer, dispose of, let, mortgage, charge, modify, extend, repair, service, tamper with, remove or interfere with the Equipment or suffer any distress, seizure or execution to be levied against or of the Equipment or otherwise do anything prejudicial to Lingen Community Broadband or the owner of such Equipment's rights in the Equipment; and
7.5.7 not to remove, tamper with or obliterate any identification mark(s) affixed to the Equipment or to any part thereof showing that it is the property of Lingen Community Broadband or other third party supplier of such equipment.
7.5.8 to permit Lingen Community Broadband and its employees, agents or contractors to inspect or test the Equipment at all reasonable times;
7.6 The Customer shall be liable for any loss or damage howsoever caused (including but not limited to lightning or electrical damage) to any part of the Equipment or any of its own property within the Premises (except in so far as it can be shown that such loss or damage is attributable to the negligent act or omission of Lingen Community Broadband). The Customer will notify Lingen Community Broadband immediately of any such loss or damage.
7.6.1 The Customer undertakes to indemnify Lingen Community Broadband against any and all such loss or damage referred to in this clause 7.6.
7.6.2 Wilful destruction or abuse of the Equipment may result in additional charges being payable by the Customer to Lingen Community Broadband.

8.1 The Customer shall be responsible for the repair and maintenance of any Customer Apparatus used in order to obtain or use the Service.

8.2 The Customer shall ensure that such Customer Apparatus complies with any applicable law. The Customer shall immediately disconnect any such apparatus if such apparatus does not, or ceases to, conform to applicable standards (if any) for the time being in force.
Lingen Community Broadband reserves the right to disconnect any apparatus used by the Customer if the Customer does not fulfil their obligations under this Clause or if, in the opinion of Lingen Community Broadband , such apparatus may cause the death of or personal injury to any person, or damage to property, or materially impair the quality of any telecommunication service provided by means of the Lingen Community Broadband Systems, and the Customer agrees to disconnect such apparatus at the request of Lingen Community Broadband

9.1 The Customer must NOT use the Service:
9.1.1 in a way that does not comply with the Conditions or any legislation or that is in any way unlawful or fraudulent; or
9.1.2 in connection with the carrying out of a fraud or criminal offence against any telecommunications operator; or
9.1.3 to send, encourage the receipt of, upload, download, use or re-use any material which is abusive, indecent, defamatory, obscene or menacing, or in breach of copyright, confidence, privacy or any other rights or which may contain viruses or other similar programs, or which cause overloads to the Lingen Community Broadband System; or
9.1.4 to send or procure the sending of unsolicited advertising or promotional material; or
9.1.5 in a way that does not comply with any instructions given by Lingen Community Broadband for reasons of health, safety or the quality of the Carrier's telecommunications services or the Lingen Community Broadband System; or
9.1.6 attempt to use the Service in a way that modifies, decompiles, translates, reverse engineers, reconfigures, disassembles or otherwise alter or attempt to modify or reconfigure the Service or any Equipment or software or copy any manual or documentation relating to the Service except to the extent applicable law specifically prohibits such restrictions;.
9.1.7 distribute copies of the licensed programs or their documentation to others;
9.1.8 rent, lease or grant its rights to the licensed programs;
9.1.9 ship or transmit (directly or indirectly) any copies of the licensed programs or any technical data in the licensed programs or its media or any direct product thereof to any entity or country destination
9.2 The Customer will co-operate with Lingen Community Broadband 's reasonable requests for information regarding the Customer's use of the Service and supply such information without delay.
9.3 Where the Customer uses the Service to reach networks and services not operated by Lingen Community Broadband, the Customer will abide by the acceptable use policies or terms and conditions imposed by the operators of those networks and services.
9.4 The Customer warrants that:
9.4.1 it, as the registered user of the account, will keep the username and password secure and not let them become public knowledge and that the password will not be stored anywhere on a computer in plain text
9.4.2 if the password becomes known to any other unauthorised user it will inform Lingen Community Broadband or its authorised representative immediately;
9.4.3 any breach of these obligations shall entitle Lingen Community Broadband to immediately terminate the Service to the Customer without notice.
9.5 Use by others: The Customer acknowledges that Lingen Community Broadband is unable to exercise control over the content of information passing over the network utilised by the Service or via the Service, and Lingen Community Broadband hereby excludes all liability of any kind for the transmission or reception of infringing information of whatever nature

10.1 Lingen Community Broadband shall investigate any suspected or alleged breach of these Conditions or the misuse of the Service as described in the AUP or any suspected compromise to the network utilised by the Service, systems or security and in doing so Lingen Community Broadband will act reasonably and fairly at all times.
10.2 Lingen Community Broadband reserve the right to take any action Lingen Community Broadband deem appropriate and proportionate to the breach of the Conditions.
10.3 If Lingen Community Broadband decide that the Customer has breached the Conditions, Lingen Community Broadband will use reasonable endeavours to ensure that the Customer is made aware of the breach without restriction suspension or termination of the Service. Depending on the severity and nature of the breach it may be necessary, to restrict suspend or end the Service without notice whilst details of the breach are investigated further and if relevant to protect other Users of the Service or network. Lingen Community Broadband reserve the right to restrict suspend or end the Customers Account at its sole discretion without refund, and make an additional charge for all reasonable costs incurred due to investigating and dealing with the misuse and/or blocking Lingen Community to any component(s) of the Service.
10.4 The Customer must notify Lingen Community Broadband immediately in writing of any allegation of infringement of any intellectual property rights prompted by its use of the Service. The Customer may not make an admission relating to an alleged infringement. The Customer must allow Lingen Community Broadband , or at Lingen Community Broadband 's election, the Carrier to conduct all negotiations and proceedings and give Lingen Community Broadband or the Carrier all reasonable assistance in doing so. The Customer must allow any part of the Service to be modified so as to avoid continuation of the alleged infringement.

11.1 The Customer may end this Agreement after the Minimum Period of Service by giving Lingen Community Broadband not less than thirty (30) days written notice expiring no earlier than the end of the Minimum Period of Service or the current paid subscription, whichever is greater. If a Customer wishes to end this Agreement before the end of the Minimum Period of Service, Lingen Community Broadband shall be entitled to charge the Customer fees which would have been payable by the Customer for the balance of the Minimum Period of Service.
11.2 The Customer may terminate services by writing to Lingen Community Broadband CIC. Lingen Village Hall, Lingen, Bucknell, SY7 0DY
11.3 Lingen Community Broadband may end this Agreement immediately upon written notice to the Customer if:
11.3.1 it becomes unlawful for (i) Lingen Community Broadband or the Carrier supporting the Service to continue to provide the Service; or (ii) Lingen Community Broadband or the Carrier supporting the Service is required to cease the Service by a competent regulatory authority; or
11.3.2 the Carrier supporting the Service ceases to do so for whatever reason or materially changes the terms of its provision of telecommunications services to Lingen Community Broadband for the Service beyond the reasonable control of Lingen Community Broadband ; or
11.3.3 The Customer (or a third party acting on the Customer's behalf or instruction) fails to comply with any of the Conditions of this Agreement including the Customer's obligation to pay and the Customer does not remedy such failure within fifteen (15) days of a request to do so. At the time of termination all outstanding amounts on the Customers account plus any additional amounts in line with the Minimum Period of Service will immediately become due.
11.3.4 The Customer takes (or causes or permit a third party to take) any action in breach of Lingen Community Broadband's rights to the Confidential Information.
11.5 The provisions of this Agreement regarding Confidential Information and limitation of liability shall survive the termination of the Agreement.
11.6 Upon termination of this Agreement the Customer shall immediately stop using the Service and the Customer's right to use the Service shall immediately terminate.
12.1 THE SERVICE WILL BE PROVIDED TO THE CUSTOMER "AS IS", WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS OR IMPLIED. Lingen Community Broadband DISCLAIMS AND EXCLUDES ALL SUCH WARRANTIES AND REPRESENTATIONS INCLUDING WITHOUT LIMITATION ANY WARRANTY OR REPRESENTATION THAT THE SERVICE IS FREE OF DEFECTS AND VIRUSES, OF SATISFACTORY QUALITY, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING OF THIRD PARTY RIGHTS. FURTHER, Lingen Community Broadband DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES THAT MIGHT ARISE FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE CUSTOMER ACCEPTS ALL RISKS AND LIABILITIES ASSOCIATED WITH THE CUSTOMER'S USE OF THE SERVICE.

13.1 Nothing in this Agreement shall exclude or limit liability for (a) death or personal injury resulting from the negligence of party or their servants, agents or employees or (b) fraud.
13.2 Lingen Community Broadband shall not be liable in contract, tort, pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise arising out of or in connection with this Agreement for:
13.2.1 any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or
13.2.2 any loss of goodwill or reputation; or
13.2.3 any special, indirect or consequential losses or any destruction of data, in any case, whether or not such losses were within the contemplation of the parties at the date of this Agreement, suffered or incurred by that party arising out or in connection with the provisions of, or any matter under this Agreement.
13.3 Subject to paragraph 15.1 Lingen Community Broadband's liability to the Customer in contract, tort, negligence, pre-contract or other representations arising out of or in connection with this Agreement or the performance or observation of its obligations under this Agreement shall be limited in aggregate to £250.
13.4 Each provision of this paragraph 15 excluding or limiting liability shall be construed separately, applying and surviving even it for any reason any other provision does not remain in force, notwithstanding the expiry or termination of this Agreement.
13.5 The Customer is solely responsible for any liability arising out of any content provided by the Customer and/or any material to which other users can link to through such content. Any data included in the Equipment upon installation by Lingen Community Broadband is for testing use only and Lingen Community Broadband hereby disclaim any and all liability arising there from.
14.1 The Customer agrees to indemnify and hold Lingen Community Broadband harmless for all liabilities, loss, claims and expenses that may arise from (a) any breach of these Conditions by the Customer; and (b) any transmission or receipt of any content or message which the Customer has requested or made using the Service

15.1 Lingen Community Broadband may retain the Customer's personal data, and the Customer authorise Lingen Community Broadband to use their personal data, for the following purposes:
15.1.1 provision of the Service to the Customer;
15.1.2 keeping of a record for a reasonable period after termination of the Customer's Service;
15.1.3 operation and enforcement of these Conditions;
15.1.4 technical maintenance;
15.1.5 transferring it to another company in the event of a sale of Lingen Community Broadband ; and
15.1.6 legal compliance including disclosing it to any third party who Lingen Community Broadband reasonably consider has a legitimate interest in any such investigation or its outcome.
15.2 It is the Customer's responsibility to keep the personal data that the Customer provide to Lingen Community Broadband up to date. Lingen Community Broadband may send notices or other information to the Customer at the address the Customer give Lingen Community Broadband . The Customer should notify Lingen Community Broadband immediately of any change to the Customer's personal data by sending Lingen Community Broadband an email to dthame@clara.co.uk

16.1 Any notice required or permitted under the Agreement must be in English and in writing. The Customer must send any such notice to Lingen Community Broadband to our mailing address.
16.2 Any notice to be sent to the Customer will be sent to the address which the Customer provided on the Application Form or such other address as the Customer shall have given written notice of as the billing address

17.1 Lingen Community Broadband reserve the right to assign or sub-contract any or all of its rights and obligations under this Agreement without the Customer's further consent to such assignment or sub-contract.
17.2 The Customer may not sell, lease, sub-licence, assign or otherwise transfer, whether in whole or in part, by operation of law or otherwise, the Agreement or any rights or obligations therein without the prior express written consent of Lingen Community Broadband
18.1 If either party is unable to perform any of its obligations under this Agreement because of a matter beyond that party's reasonable control including, but not limited to, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial disputes, or acts of local or central Government or other competent authorities or acts or omissions of third party telecommunications service providers, that party shall have no liability to the other for such failure to perform its obligations

19. All title, interests, and rights (including intellectual property rights) in the Service remain in Lingen Community Broadband and/or its suppliers. The Customer acknowledge such title, interest and rights and the Customer shall not take any action to jeopardise, limit or interfere in any manner with Lingen Community Broadband 's (or any third party supplier's) title, interests or rights with respect to the Service including, but not limited to, using its trademarks or trade name.
20.1 Lingen Community Broadband reserve the right to add to and/or amend the Conditions at any time. Such changes shall be notified to the Customer. Changes in this manner shall be deemed to have been accepted if the Customer continues to use the Service after a period of two weeks from the date of posting on the Website

21.1 The Agreement will constitute the entire agreement between the parties concerning the subject matter of these Conditions. It will supersede all prior and contemporaneous agreements, communications and representations (except for fraudulent or negligent misrepresentations) whether oral or written, between the parties relating to the subject matter of these Conditions, and all past courses of dealing or industry custom. The Agreement will prevail over any other conflicting written instrument or other notice the Customer may submit to Lingen Community Broadband .
21.2 Any amendment to the Agreement must be in writing and signed by an authorised representative of each party.
21.3 The Agreement shall be governed by the laws of England & Wales and the parties submit to the non-exclusive jurisdiction of the Courts of England & Wales.
21.4 In the event of a dispute between the parties, the parties will attempt in good faith to resolve the dispute or claim arising out of or relating to the Agreement promptly through negotiations between the respective representatives of the parties who have authority to settle the same.
21.5 If any provision of the Agreement (whether in part or in whole) is held by a court of competent jurisdiction to be illegal, invalid or unenforceable the remaining provisions of the Agreement shall remain in full force and effect.
21.6 Any waiver of any breach of any provision of the Agreement will not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions of the Agreement. A waiver of a provision or breach of a provision of the Agreement will only be effective if made in writing and signed by an authorised representative of the waiving party.
21.7 The licence granted under the Agreement will not create a partnership, joint venture, agency relationship or franchise relationship.
21.8 Notwithstanding any other provision in this Agreement, nothing in this Agreement will create or confer any rights or other benefits whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise in favour of any person other than the Customer or Lingen Community Broadband .

Service announcement 13th February 2010

LINGEN COMMUNITY BROADBAND
We've done our sums - we've taken advice - and, above all, we've listened to you - and we're now able to confirm that, from 1st April, Lingen Community Broadband will be in operation.
The idea is that - with as small a gap as possible - we'll pick up the broadband service which is being closed by QiComm on 31st March. A Community Interest Company is being formed to run the service and we hope all users will all become members (equivalent of shareholders). In many ways a community interest company is like a charity.
We've been lucky to receive enormous practical and financial help from Herefordshire council. Without their money we could not pay our start-up costs and we simply couldn't think of taking this on.
But this business has to pay - it is not going to be subsidised - and it can only work if we all want it to. In practical terms, that means we all have to be committed to 18 months contracts, and all pay our bills. This project is simply not viable without that kind of committment.
A small group of us have got us as far as to today's decision - but to go any further will take effort from everyone. This project is expensive, very difficult and virtually unique. Most important of all, this is a shared project and it will fail dismally if any of us acts as if this were a service provided by "them" not us. Lingen Community Broadband will be yours, and everybody needs to feel, and act, and think like they own it.
This is a good place to say how overwhelmed we were by the response after Monday's meeting: it has given us the confidence to go ahead. Nothing else could have done that.
I should repeat once again that the prospect of BT offering a better service any time soon remains, so far as we can see, very small. Those who'd like to leave our network - we hope none, but who knows? - run the risk of being left with no broadband service at all.
In the next week or so we'll be sending out a note on the services available and the prices - they will be much the same as they are now, perhaps better, certainly no worse. We'll be inviting users to sign up and agree to make payments by monthly standing order. We'll be making a special effort to speak to people who couldn't make it to Monday's meeting because we know you'll have questions and concerns.
In the meantime there are useful steps you can take:
* Encourage your neighbours to sign up as new users. The more users we have the greater the chance we'll remain financially viable. Tell them to contact me or pass me their details. We've already arranged that an engineer will check 15 new customers to ascertain if they have line-of-sight to our transmitters. These site surveys are free to LCB and potential users if we do them before 1st April.
* Using existing transmitters we may be able to offer a service to users in places like Birtley, Byton and Combe/Coombes Moor, and the area north of Shobdon and between Shobdon and Pembridge - if you know people who might be interested, sell them the idea of broadband! Again, ask them to get in touch or pass their details on to me.
* Keep in touch! We all have to stick together in the next few difficult weeks as we set this up.
For now the board of directors comprises me, Brian Lewis (village hall treasurer and now our financial director), Steve Sanders, Trevor Joseph and Judith Phillips (our company secretary). Please feel free to contact me or any of us if you've concerns, questions, suggestions, offers - anything.

Data protection policy

Lingen Community Broadband
Community Interest Company
DATA PROTECTION POLICY

Introduction
Lingen Community Broadband needs to collect and use certain types of information about the Data Subjects who come into contact with it in order to carry on its work. This personal information must be collected and dealt with appropriately – whether on paper, in a computer, or recorded on other material - and there are safeguards to ensure this under the Data Protection Act 1998.
The following list below of definitions of the technical terms we have used and is intended to aid understanding of this policy.
Data Controller – The person who (either alone or with others) decides what personal information Lingen Community Broadband will hold and how it will be held or used.
Data Protection Act 1998 – The UK legislation that provides a framework for responsible behaviour by those using personal information.
Data Protection Officer – The person(s) responsible for ensuring that it follows its data protection policy and complies with the Data Protection Act 1998
Data Subject/Service User – The individual whose personal information is being held or processed by Lingen Community Broadband (for example: a client, an employee, a volunteer)
‘Explicit’ consent – is a freely given, specific and informed agreement by a Data Subject (see definition) to the processing* of personal information* about her/him. Explicit consent is needed for processing sensitive* data
* See definition
Notification – Notifying the Information Commissioner about the data processing activities of Lingen Community Broadband, as certain activities may be exempt from notification.
Information Commissioner – The UK Information Commissioner responsible for implementing and overseeing the Data Protection Act 1998.
Processing – means collecting, amending, handling, storing or disclosing personal information
Personal Information – Information about living individuals that enables them to be identified – e.g. name and address. It does not apply to information about organisations, companies and agencies but applies to named persons, such as customers, individual volunteers or employees within Lingen Community Broadband.

Sensitive data – means data about:
Racial or ethnic origin
Political opinions
Religious or similar beliefs
Trade union membership
Physical or mental health
Sexual life
Criminal record
Criminal proceedings relating to a data subject’s offences
Data Controller
The directors of Lingen Community Broadband are the Data Controller under the Act, which means that it determines what purposes personal information held will be used for. It is also responsible for notifying the Information Commissioner of the data it holds or is likely to hold, and the general purposes that this data will be used for.
Disclosure
Lingen Community Broadband may share data with other agencies such as the local authority, funding bodies and other voluntary agencies only with the Data Subjects consent.
There are circumstances where the law allows Lingen Community Broadband to disclose data (including sensitive data) without the data subject’s consent.
These are:
1.Carrying out a legal duty or as authorised by the Secretary of State
2.Protecting vital interests of a Data Subject or other person
3.The Data Subject has already made the information public
4.Conducting any legal proceedings, obtaining legal advice or defending any legal rights
5.Monitoring for equal opportunities purposes – i.e. race, disability or religion
6.Providing a confidential service where the Data Subject’s consent cannot be obtained or where it is reasonable to proceed without consent: e.g. where we would wish to avoid forcing stressed or ill Data Subjects to provide consent signatures.
Lingen Community Broadband regards the lawful and correct treatment of personal information as very important to successful working, and to maintaining the confidence of those with whom we deal.
Lingen Community Broadband intends to ensure that personal information is treated lawfully and correctly.
Lingen Community Broadband will observe the legal requirements, instructions and guidance of OfCom and the Code of Practise of the Internet Service Providers Association, and such regulatory requirements as are imposed by law on internet service providers: this may involve disclosing data without the Data Subject's consent.
To this end, Lingen Community Broadband will adhere to the Principles of Data Protection, as detailed in the Data Protection Act 1998.
Specifically, the Principles require that personal information:
1.Shall be processed fairly and lawfully and, in particular, shall not be processed unless specific conditions are met,
2.Shall be obtained only for one or more of the purposes specified in the Act, and shall not be processed in any manner incompatible with that purpose or those purposes,
3.Shall be adequate, relevant and not excessive in relation to those purpose(s)
4.Shall be accurate and, where necessary, kept up to date,
5.Shall not be kept for longer than is necessary
6.Shall be processed in accordance with the rights of data subjects under the Act,
7.Shall be kept secure by the Data Controller who takes appropriate technical and other measures to prevent unauthorised or unlawful processing or accidental loss or destruction of, or damage to, personal information,
8.Shall not be transferred to a country or territory outside the European Economic Area unless that country or territory ensures an adequate level of protection for the rights and freedoms of data subjects in relation to the processing of personal information.
Lingen Community Broadband will, through appropriate management, strict application of criteria and controls:
Observe fully conditions regarding the fair collection and use of information,
Meet its legal obligations to specify the purposes for which information is used,
Collect and process appropriate information, and only to the extent that it is needed to fulfil its operational needs or to comply with any legal requirements,
Ensure the quality of information used,
Ensure that the rights of people about whom information is held, can be fully exercised under the Act. These include:
The right to be informed that processing is being undertaken,
The right of access to one’s personal information
The right to prevent processing in certain circumstances and
The right to correct, rectify, block or erase information which is regarded as wrong information),
Take appropriate technical and organisational security measures to safeguard personal information,
Ensure that personal information is not transferred abroad without suitable safeguards,
Treat people justly and fairly whatever their age, religion, disability, gender, sexual orientation or ethnicity when dealing with requests for information,
Set out clear procedures for responding to requests for information.
Data collection
Informed consent
Informed consent is when
A Data Subject clearly understands why their information is needed, who it will be shared with, the possible consequences of them agreeing or refusing the proposed use of the data
and then gives their consent.
[Lingen Community Broadband will ensure that data is collected within the boundaries defined in this policy. This applies to data that is collected in person, or by completing a form.
When collecting data, Lingen Community Broadband will ensure that the Data Subject:
Clearly understands why the information is needed
Understands what it will be used for and what the consequences are should the Data Subject decide not to give consent to processing
As far as reasonably possible, grants explicit consent, either written or verbal for data to be processed
Is, as far as reasonably practicable, competent enough to give consent and has given so freely without any duress
Has received sufficient information on why their data is needed and how it will be used
Data Storage
Information and records relating to service users will be stored securely and will only be accessible to authorised staff and volunteers.
Information will be stored for only as long as it is needed or required statute and will be disposed of appropriately.
It is Lingen Community Broadband's responsibility to ensure all personal and company data is non-recoverable from any computer system previously used within the organisation, which has been passed on/sold to a third party.
Data access and accuracy
All Data Subjects have the right to access the information [Lingen Community Broadband holds about them. Lingen Community Broadband will also take reasonable steps ensure that this information is kept up to date by asking data subjects whether there have been any changes.
In addition, Lingen Community Broadband will ensure that:
It has a Data Protection Officer with specific responsibility for ensuring compliance with Data Protection,
Everyone processing personal information understands that they are contractually responsible for following good data protection practice,
Everyone processing personal information is appropriately trained to do so,
Everyone processing personal information is appropriately supervised,
Anybody wanting to make enquiries about handling personal information knows what to do,
It deals promptly and courteously with any enquiries about handling personal information,
It describes clearly how it handles personal information,
It will regularly review and audit the way it holds, manages and uses personal information
It regularly assesses and evaluates its methods and performance in relation to handling personal information
All staff and volunteers are aware that a breach of the rules and procedures identified in this policy may lead to disciplinary action being taken against them
This policy will be updated as necessary to reflect best practice in data management, security and control and to ensure compliance with any changes or amendments made to the Data Protection Act 1998.
In case of any queries or questions in relation to this policy please contact the Lingen Community Broadband Data Protection Officer: JUDITH PHILLIPS

Companies Act 2006: Articles of Association of Lingen Community Broadband CIC

The Companies Act 2006
Articles of Association
of
Lingen Community Broadband C.I.C.

INTERPRETATION
Defined Terms
The interpretation of these Articles is governed by the provisions set out in the Schedule at end of the Articles.
COMMUNITY AND INTEREST COMPANY AND ASSET LOCK
Community Interest Company
The Company is to be a community interest company.
Asset Lock
The Company shall not transfer any of its assets other than for full consideration.
Provided the conditions in Article 3.3 are satisfied, Article 3.1 shall not apply to:
the transfer of assets to any specified asset-locked body, or (with the consent of the Regulator) to any other asset-locked body; and
the transfer of assets made for the benefit of the community other than by way of a transfer of assets into an asset-locked body.
The conditions are that the transfer of assets must comply with any restrictions on the transfer of assets for less than full consideration which may be set out elsewhere in the Memorandum and Articles of the Company.
If:
the Company is wound up under the Insolvency Act 1986; and
all its liabilities have been satisfied
any residual assets shall be given or transferred to the asset-locked body specified in Article 3.5 below.
For the purposes of this Article 3, the following asset-locked body is specified as a potential recipient of the Company’s assets under Articles 3.2 and 3.4:
Name: Lingen Village Hall

Charity Registration Number (if applicable): 219377

Not for profit
The Company is not established or conducted for private gain: any profits or assets are used principally for the benefit of the community.
OBJECTS, POWERS AND LIMITATION OF LIABILITY
Objectsii
The objects of the Company are to carry on activities which benefit the community and in particular (without limitation) to provide and maintain a wireless broadband internet connection in the parish of Lingen, Herefordshire, and its vicinity, including the provision without cost to the Lingen Community Resource Centre of a broadband internet connection.
Powers
To further its objects the Company may do all such lawful things as may further the Company’s objects and, in particular, but, without limitation, may borrow or raise and secure the payment of money for any purpose including for the purposes of investment or of raising funds.
Liability of membersiii
The liability of each member is limited to £1, being the amount that each member undertakes to contribute to the assets of the Company in the event of its being wound up while he or she is a member or within one year after he or she ceases to be a member, for:
payment of the Company’s debts and liabilities contracted before he or she ceases to be a member;
payment of the costs, charges and expenses of winding up; and
adjustment of the rights of the contributories among themselves.
DIRECTORS
DIRECTORS’ POWERS AND RESPONSIBILITIES
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.

Members’ reserve power
The members may, by special resolution, direct the Directors to take, or refrain from taking, specific action.
No such special resolution invalidates anything which the Directors have done before the passing of the resolution.
Chair
The Directors may appoint one of their number to be the chair of the Directors for such term of office as they determine and may at any time remove him or her from office.
Directors may delegateiv
Subject to the Articles, the Directors may delegate any of the powers which are conferred on them under the Articles:
to such person or committee;
by such means (including by power of attorney);
to such an extent;
in relation to such matters or territories; and
on such terms and conditions;
as they think fit.
If the Directors so specify, any such delegation may authorise further delegation of the Directors’ powers by any person to whom they are delegated.
The Directors may revoke any delegation in whole or part, or alter its terms and conditions.
Committees
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.
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.
DECISION-MAKING BY DIRECTORS
Directors to take decisions collectivelyv
Any decision of the Directors must be either a majority decision at a meeting or a decision taken in accordance with Article 19.
Calling a Directors’ meeting
Two Directors may (and the Secretary, if any, must at the request of two Directors) call a Directors’ meeting.
A Directors’ meeting must be called by at least seven Clear Days’ notice unless either:
all the Directors agree; or
urgent circumstances require shorter notice.
Notice of Directors’ meetings must be given to each Director.
Every notice calling a Directors’ meeting must specify:
the place, day and time of the meeting; and
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.
Notice of Directors’ meetings need not be in Writing.
Notice of Directors’ meetings may be sent by Electronic Means to an Address provided by the Director for the purpose.
Participation in Directors’ meetings
Subject to the Articles, Directors participate in a Directors’ meeting, or part of a Directors’ meeting, when:
the meeting has been called and takes place in accordance with the Articles; and
they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
In determining whether Directors are participating in a Directors’ meeting, it is irrelevant where any Director is or how they communicate with each other.vi
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.
Quorum for Directors’ meetingsvii
At a Directors’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
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 two, and unless otherwise fixed it is [two or one-third of the total number of Directors, whichever is the greater].
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:
to appoint further Directors; or
to call a general meeting so as to enable the members to appoint further Directors.
Chairing of Directors’ meetings
The Chair, if any, or in his or her absence another Director nominated by the Directors present shall preside as chair of each Directors’ meeting.
Decision making at a meetingviii
Questions arising at a Directors’ meeting shall be decided by a majority of votes.
In all proceedings of Directors each Director must not have more than one vote.ix
Decisions without a meetingx
The Directors may take a unanimous decision without a Directors’ meeting by indicating to each other by any means, including without limitation by Electronic Means, that they share a common view on a matter. Such a decision may, but need not, take the form of a resolution in Writing, copies of which have been signed by each Director or to which each Director has otherwise indicated agreement in Writing.
A decision which is made in accordance with Article 19.1 shall be as valid and effectual as if it had been passed at a meeting duly convened and held, provided the following conditions are complied with:
approval from each Director must be received by one person being either such person as all the Directors have nominated in advance for that purpose or such other person as volunteers if necessary (“the Recipient”), which person may, for the avoidance of doubt, be one of the Directors;
following receipt of responses from all of the Directors, the Recipient must communicate to all of the Directors by any means whether the resolution has been formally approved by the Directors in accordance with this Article 19.2;
the date of the decision shall be the date of the communication from the Recipient confirming formal approval;
the Recipient must prepare a minute of the decision in accordance with Article 47.
Conflicts of interestxi
Whenever a Director finds himself or herself in a situation that is reasonably likely to give rise to a Conflict of Interest, he or she must declare his or her interest to the Directors unless, or except to the extent that, the other Directors are or ought reasonably to be aware of it already.
If any question arises as to whether a Director has a Conflict of Interest, the question shall be decided by a majority decision of the other Directors.
Whenever a matter is to be discussed at a meeting or decided in accordance with Article 19 and a Director has a Conflict of Interest in respect of that matter then, subject to Article 21, he or she must:
remain only for such part of the meeting as in the view of the other Directors is necessary to inform the debate;
not be counted in the quorum for that part of the meeting; and
withdraw during the vote and have no vote on the matter.
When a Director has a Conflict of Interest which he or she has declared to the Directors, he or she shall not be in breach of his or her duties to the Company by withholding confidential information from the Company if to disclose it would result in a breach of any other duty or obligation of confidence owed by him or her.
Directors’ power to authorise a conflict of interest
The Directors have power to authorise a Director to be in a position of Conflict of Interest provided:
in relation to the decision to authorise a Conflict of Interest, the conflicted Director must comply with Article 20.3;
in authorising a Conflict of Interest, the Directors can decide the manner in which the Conflict of Interest may be dealt with and, for the avoidance of doubt, they can decide that the Director with a Conflict of Interest can participate in a vote on the matter and can be counted in the quorum;
the decision to authorise a Conflict of Interest can impose such terms as the Trustees think fit and is subject always to their right to vary or terminate the authorisation; and
If a matter, or office, employment or position, has been authorised by the Directors in accordance with Article 21.1 then, even if he or she has been authorised to remain at the meeting by the other Directors, the Director may absent himself or herself from meetings of the Directors at which anything relating to that matter, or that office, employment or position, will or may be discussed.
A Director shall not be accountable to the Company for any benefit which he or she derives from any matter, or from any office, employment or position, which has been authorised by the Directors in accordance with Article 21.1 (subject to any limits or conditions to which such approval was subject).
Register of Directors’ interests
The Directors shall cause a register of Directors’ interests to be kept. A Director must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Company or in any transaction or arrangement entered into by the Company which has not previously been declared.
APPOINTMENT AND RETIREMENT OF DIRECTORSxii
Methods of appointing directors
Those persons notified to the Registrar of Companies as the first Directors of the Company shall be the first Directors.
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:
by ordinary resolution; or
by a decision of the Directors.
In any case where, as a result of death, the Company has no members and no Directors, the personal representatives of the last member to have died have the right, by notice in writing, to appoint a person to be a member.
For the purposes of Article 23.3, where two or more members die in circumstances rendering it uncertain who was the last to die, a younger member is deemed to have survived an older member.
Termination of Director’s appointmentxiii
A person ceases to be a Director as soon as:
that person ceases to be a Director by virtue of any provision of the Companies Acts, or is prohibited from being a Director by law;
a bankruptcy order is made against that person, or an order is made against that person in individual insolvency proceedings in a jurisdiction other than England and Wales or Northern Ireland which have an effect similar to that of bankruptcy;
a composition is made with that person’s creditors generally in satisfaction of that person’s debts;
the Directors reasonably believe he or she is suffering from mental disorder and incapable of acting and they resolve that he or she be removed from office;
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 (but only if at least two Directors will remain in office when such resignation has taken effect);
the Director fails to attend three consecutive meetings of the Directors and the Directors resolve that the Director be removed for this reason; or
at a general meeting of the Company, a resolution is passed that the Director be removed from office, provided the meeting has invited the views of the Director concerned and considered the matter in the light of such views.
Directors’ remunerationxiv
Directors may undertake any services for the Company that the Directors decide.
Directors are entitled to such remuneration as the Directors determine:
for their services to the Company as Directors; and
for any other service which they undertake for the Company.
Subject to the Articles, a Director’s remuneration may:
take any form; and
include any arrangements in connection with the payment of a pension, allowance or gratuity, or any death, sickness or disability benefits, to or in respect of that director.
Unless the Directors decide otherwise, Directors’ remuneration accrues from day to day.
Unless the Directors decide otherwise, Directors are not accountable to the Company for any remuneration which they receive as Directors or other officers or employees of the Company’s subsidiaries or of any other body corporate in which the Company is interested.
Directors’ expenses
The Company may pay any reasonable expenses which the Directors properly incur in connection with their attendance at:
meetings of Directors or committees of Directors;
general meetings; or
separate meetings of any class of members or of the holders of any debentures of the Company,
or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.
MEMBERSxv
BECOMING AND CEASING TO BE A MEMBERxvi
Becoming a memberxvii
The subscribers to the Memorandum are the first members of the Company.
Such other persons as are admitted to membership in accordance with the Articles shall be members of the Company.
No person shall be admitted a member of the Company unless he or she is approved by the Directors.
Every person who wishes to become a member shall deliver to the Company an application for membership in such form (and containing such information) as the Directors require and executed by him or her.
Termination of membershipxviii
Membership is not transferable to anyone else.
Membership is terminated if:
the member dies or ceases to exist;
otherwise in accordance with the Articles; or
at a meeting of the Directors at which at least half of the Directors are present, a resolution is passed resolving that the member be expelled on the ground that his or her continued membership is harmful to or is likely to become harmful to the interests of the Company. Such a resolution may not be passed unless the member has been given at least 14 Clear Days’ notice that the resolution is to be proposed, specifying the circumstances alleged to justify expulsion, and has been afforded a reasonable opportunity of being heard by or of making written representations to the Directors. A member expelled by such a resolution will nevertheless remain liable to pay to the Company any subscription or other sum owed by him or her.
ORGANISATION OF GENERAL MEETINGSxix
General meetings
The Directors may call a general meeting at any time.
The Directors must call a general meeting if required to do so by the members under the Companies Acts.xx
Length of notice
All general meetings must be called by either:
at least 14 Clear Days’ notice; or
shorter notice if it is so agreed by a majority of the members having a right to attend and vote at that meeting. Any such majority must together represent at least 90% of the total voting rights at that meeting of all the members.

Contents of notice
Every notice calling a general meeting must specify the place, day and time of the meeting, whether it is a general or an annual general meeting, and the general nature of the business to be transacted.
If a special resolution is to be proposed, the notice must include the proposed resolution and specify that it is proposed as a special resolution.
In every notice calling a meeting of the Company there must appear with reasonable prominence a statement informing the member of his or her rights to appoint another person as his or her proxy at a general meeting.
Service of notice
Notice of general meetings must be given to every member, to the Directors and to the auditors of the Company.
Attendance and speaking at general meetings
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.
A person is able to exercise the right to vote at a general meeting when:
that person is able to vote, during the meeting, on resolutions put to the vote at the meeting; and
that person’s vote can be taken into account in determining whether or not such resolutions are passed at the same time as the votes of all the other persons attending the meeting.
The Directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it.
In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
Two or more persons who are not in the same place as each other attend a general meeting if their circumstances are such that if they have (or were to have) rights to speak and vote at that meeting, they are (or would be) able to exercise them.
Quorum for general meetings
No business (other than the appointment of the chair of the meeting) may be transacted at any general meeting unless a quorum is present.
Two persons entitled to vote on the business to be transacted (each being a member, a proxy for a member or a duly Authorised Representative of a member); or 10% of the total membership (represented in person or by proxy), whichever is greater, shall be a quorum.
If a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting those present and entitled to vote shall be a quorum.
Chairing general meetings
The Chair (if any) or in his or her absence some other Director nominated by the Directors will preside as chair of every general meeting.
If neither the Chair nor such other Director nominated in accordance with Article 35.1 (if any) is present within fifteen minutes after the time appointed for holding the meeting and willing to act, the Directors present shall elect one of their number to chair the meeting and, if there is only one Director present and willing to act, he or she shall be chair of the meeting.
If no Director is willing to act as chair of the meeting, or if no Director is present within fifteen minutes after the time appointed for holding the meeting, the members present in person or by proxy and entitled to vote must choose one of their number to be chair of the meeting, save that a proxy holder who is not a member entitled to vote shall not be entitled to be appointed chair of the meeting.
Attendance and speaking by Directors and non-members
A Director may, even if not a member, attend and speak at any general meeting.
The chair of the meeting may permit other persons who are not members of the Company to attend and speak at a general meeting.
Adjournment
The chair of the meeting may adjourn a general meeting at which a quorum is present if:
the meeting consents to an adjournment; or
it appears to the chair of the meeting that an adjournment is necessary to protect the safety of any person attending the meeting or ensure that the business of the meeting is conducted in an orderly manner.
The chair of the meeting must adjourn a general meeting if directed to do so by the meeting.
When adjourning a general meeting, the chair of the meeting must:
either specify the time and place to which it is adjourned or state that it is to continue at a time and place to be fixed by the Directors; and
have regard to any directions as to the time and place of any adjournment which have been given by the meeting.
If the continuation of an adjourned meeting is to take place more than 14 days after it was adjourned, the Company must give at least seven Clear Days’ notice of it:
to the same persons to whom notice of the Company’s general meetings is required to be given; and
containing the same information which such notice is required to contain.
No business may be transacted at an adjourned general meeting which could not properly have been transacted at the meeting if the adjournment had not taken place.
VOTING AT GENERAL MEETINGS
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.
A person who is not a member of the Company shall not have any right to vote at a general meeting of the Company; but this is without prejudice to any right to vote on a resolution affecting the rights attached to a class of the Company’s debentures.xxi
Article 38.2 shall not prevent a person who is a proxy for a member or a duly Authorised Representative from voting at a general meeting of the Company.
Votes
On a vote on a resolution on a show of hands at a meeting every person present in person (whether a member, proxy or Authorised Representative of a member) and entitled to vote shall have a maximum of one vote.
On a vote on a resolution on a poll at a meeting every member present in person or by proxy or Authorised Representative shall have one vote.
In the case of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall not be entitled to a casting vote in addition to any other vote he or she may have.
No member shall be entitled to vote at any general meeting unless all monies presently payable by him, her or it to the Company have been paid.
The following provisions apply to any organisation that is a member (“a Member Organisation”):
a Member Organisation may nominate any individual to act as its representative (“an Authorised Representative”) at any meeting of the Company;
the Member Organisation must give notice in Writing to the Company of the name of its Authorised Representative. The Authorised Representative will not be entitled to represent the Member Organisation at any meeting of the Company unless such notice has been received by the Company. The Authorised Representative may continue to represent the Member Organisation until notice in Writing is received by the Company to the contrary;
a Member Organisation may appoint an Authorised Representative to represent it at a particular meeting of the Company or at all meetings of the Company until notice in Writing to the contrary is received by the Company;
any notice in Writing received by the Company shall be conclusive evidence of the Authorised Representative’s authority to represent the Member Organisation or that his or her authority has been revoked. The Company shall not be required to consider whether the Authorised Representative has been properly appointed by the Member Organisation;
an individual appointed by a Member Organisation to act as its Authorised Representative is entitled to exercise (on behalf of the Member Organisation) the same powers as the Member Organisation could exercise if it were an individual member;
on a vote on a resolution at a meeting of the Company, the Authorised Representative has the same voting rights as the Member Organisation would be entitled to if it was an individual member present in person at the meeting; and
the power to appoint an Authorised Representative under this Article 39.5 is without prejudice to any rights which the Member Organisation has under the Companies Acts and the Articles to appoint a proxy or a corporate representative.
Poll votes
A poll on a resolution may be demanded:
in advance of the general meeting where it is to be put to the vote; or
at a general meeting, either before a show of hands on that resolution or immediately after the result of a show of hands on that resolution is declared.
A poll may be demanded by:
the chair of the meeting;
the Directors;
two or more persons having the right to vote on the resolution;
any person, who, by virtue of being appointed proxy for one or more members having the right to vote at the meeting, holds two or more votes; or
a person or persons representing not less than one tenth of the total voting rights of all the members having the right to vote on the resolution.
A demand for a poll may be withdrawn if:
the poll has not yet been taken; and
the chair of the meeting consents to the withdrawal.
Polls must be taken immediately and in such manner as the chair of the meeting directs.
Errors and disputes
No objection may be raised to the qualification of any person voting at a general meeting except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting is valid.
Any such objection must be referred to the chair of the meeting whose decision is final.
Content of proxy notices
Proxies may only validly be appointed by a notice in writing (a “Proxy Notice”) which:
states the name and address of the member appointing the proxy;
identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;
is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the directors may determine; and
is delivered to the Company in accordance with the Articles and any instructions contained in the notice of the general meeting to which they relate.
The Company may require Proxy Notices to be delivered in a particular form, and may specify different forms for different purposes.
Proxy Notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
Unless a Proxy Notice indicates otherwise, it must be treated as:
allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and
appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
Delivery of proxy notices
A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid Proxy Notice has been delivered to the Company by or on behalf of that person.
An appointment under a Proxy Notice may be revoked by delivering to the Company a notice in Writing given by or on behalf of the person by whom or on whose behalf the Proxy Notice was given.
A notice revoking the appointment of a proxy only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
Amendments to resolutions
An ordinary resolution to be proposed at a general meeting may be amended by ordinary resolution if:
notice of the proposed amendment is given to the Company in Writing by a person entitled to vote at the general meeting at which it is to be proposed not less than 48 hours before the meeting is to take place (or such later time as the chair of the meeting may determine); and
the proposed amendment does not, in the reasonable opinion of the chair of the meeting, materially alter the scope of the resolution.
A special resolution to be proposed at a general meeting may be amended by ordinary resolution, if:
the chair of the meeting proposes the amendment at the general meeting at which the resolution is to be proposed; and
the amendment does not go beyond what is necessary to correct a grammatical or other non-substantive error in the resolution.
If the chair of the meeting, acting in good faith, wrongly decides that an amendment to a resolution is out of order, the chair’s error does not invalidate the vote on that resolution.
WRITTEN RESOLUTIONS
Written resolutions
Subject to Article 45.3, a written resolution of the Company passed in accordance with this Article 45 shall have effect as if passed by the Company in general meeting:
A written resolution is passed as an ordinary resolution if it is passed by a simple majority of the total voting rights of eligible members.
A written resolution is passed as a special resolution if it is passed by members representing not less than 75% of the total voting rights of eligible members. A written resolution is not a special resolution unless it states that it was proposed as a special resolution.
In relation to a resolution proposed as a written resolution of the Company the eligible members are the members who would have been entitled to vote on the resolution on the circulation date of the resolution.
A members’ resolution under the Companies Acts removing a Director or an auditor before the expiration of his or her term of office may not be passed as a written resolution.
A copy of the written resolution must be sent to every member together with a statement informing the member how to signify their agreement to the resolution and the date by which the resolution must be passed if it is not to lapse. Communications in relation to written notices shall be sent to the Company’s auditors in accordance with the Companies Acts.
A member signifies their agreement to a proposed written resolution when the Company receives from him or her an authenticated Document identifying the resolution to which it relates and indicating his or her agreement to the resolution.
If the Document is sent to the Company in Hard Copy Form, it is authenticated if it bears the member’s signature.
If the Document is sent to the Company by Electronic Means, it is authenticated [if it bears the member’s signature] or [if the identity of the member is confirmed in a manner agreed by the Directors] or [if it is accompanied by a statement of the identity of the member and the Company has no reason to doubt the truth of that statement] or [if it is from an email Address notified by the member to the Company for the purposes of receiving Documents or information by Electronic Means].
A written resolution is passed when the required majority of eligible members have signified their agreement to it.
A proposed written resolution lapses if it is not passed within 28 days beginning with the circulation date.
ADMINISTRATIVE ARRANGEMENTS AND MISCELLANEOUS
Means of communication to be used
Subject to the Articles, 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.
Subject to the Articles, 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 for the time being.
A Director may agree with the Company that notices or Documents sent to that Director in a particular way are to be deemed to have been received within an agreed time of their being sent, and for the agreed time to be less than 48 hours.
Irregularities
The proceedings at any meeting or on the taking of any poll or the passing of a written resolution or the making of any decision shall not be invalidated by reason of any accidental informality or irregularity (including any accidental omission to give or any non-receipt of notice) or any want of qualification in any of the persons present or voting or by reason of any business being considered which is not referred to in the notice unless a provision of the Companies Acts specifies that such informality, irregularity or want of qualification shall invalidate it.
Minutes
The Directors must cause minutes to be made in books kept for the purpose:
of all appointments of officers made by the Directors;
of all resolutions of the Company and of the Directors; and
of all proceedings at meetings of the Company and of the Directors, and of committees of Directors, including the names of the Directors present at each such meeting;
and any such minute, if purported to be signed (or in the case of minutes of Directors’ meetings signed or authenticated) by the chair of the meeting at which the proceedings were had, or by the chair of the next succeeding meeting, shall, as against any member or Director of the Company, be sufficient evidence of the proceedings.
The minutes must be kept for at least ten years from the date of the meeting, resolution or decision.
Records and accountsxxii
The Directors shall comply with the requirements of the Companies Acts as to maintaining a members’ register, keeping financial records, the audit or examination of accounts and the preparation and transmission to the Registrar of Companies and the Regulator of:
annual reports;
annual returns; and
annual statements of account.
Indemnity
Subject to Article 50.2, 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;
any liability incurred by that Director in connection with the activities of the Company or an associated company in its capacity as a trustee of an occupational pension scheme (as defined in section 235(6) of the Companies Act 2006); and
any other liability incurred by that Director as an officer of the Company or an associated company.
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.
In this Article:
companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate; and
a “relevant Director” means any Director or former Director of the Company or an associated company.
Insurance
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.
In this Article:
a “relevant Director” means any Director or former Director of the Company or an associated company;
a “relevant loss” means any loss or liability which has been or may be incurred by a relevant Director in connection with that Director’s duties or powers in relation to the Company, any associated company or any pension fund or employees’ share scheme of the company or associated company; and
companies are associated if one is a subsidiary of the other or both are subsidiaries of the same body corporate.
Exclusion of model articles
The relevant model articles for a company limited by guarantee are hereby expressly excluded.

SCHEDULE
INTERPRETATION
Defined terms
1.In the Articles, unless the context requires otherwise, the following terms shall have the following meanings:
Term
Meaning
1.1“Address”
includes a number or address used for the purposes of sending or receiving Documents by Electronic Means;
1.2“Articles”
the Company’s articles of association;
1.3“Authorised Representative”
means any individual nominated by a Member Organisation to act as its representative at any meeting of the Company in accordance with Article 39;
1.4“asset-locked body”
means (i) a community interest company, a charityxxiii or a Permitted Industrial and Provident Society; or (ii) a body established outside the United Kingdom that is equivalent to any of those;
1.5“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;
1.6“Chair”
has the meaning given in Article 10;
1.7“chairman of the meeting”
has the meaning given in Article 35;
1.8“Circulation Date”
in relation to a written resolution, has the meaning given to it in the Companies Acts;
1.9“Clear Days”
in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect;
1.10“community”
is to be construed in accordance with accordance with Section 35(5) of the Company’s (Audit) Investigations and Community Enterprise) Act 2004;
1.11“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;
1.12“Company”
Lingen Community Broadband Community Interest Company/C.I.C.;
1.13“Conflict of Interest”
any direct or indirect interest of a Director (whether personal, by virtue of a duty of loyalty to another organisation or otherwise) that conflicts, or might conflict with the interests of the Company;
1.14“Director”
a director of the Company, and includes any person occupying the position of director, by whatever name called;
1.15“Document”
includes, unless otherwise indicated, any Document sent or supplied in Electronic Form;
1.16“Electronic Form” and “Electronic Means”
have the meanings respectively given to them in Section 1168 of the Companies Act 2006;
1.17“Hard Copy Form”
has the meaning given to it in the Companies Act 2006;
1.18“Memorandum”
the Company’s memorandum of association;
1.19“paid”
means paid or credited as paid;
1.20“participate”
in relation to a Directors’ meeting, has the meaning given in Article 15;
1.21“Permitted Industrial and Provident Society”
an industrial and provident society which has a restriction on the use of its assets in accordance with Regulation 4 of the Community Benefit Societies (Restriction on Use of Assets) Regulations 2006 or Regulation 4 of the Community Benefit Societies (Restriction on Use of Assets) Regulations (Northern Ireland) 2006;
1.22“Proxy Notice”
has the meaning given in Article 42;
1.23“the Regulator”
means the Regulator of Community Interest Companies;
1.24“Secretary”
the secretary of the Company (if any);
1.25“specified”
means specified in the memorandum and articles of association of the Company for the purposes of this paragraph;
1.26“subsidiary”
has the meaning given in section 1159 of the Companies Act 2006;
1.27“transfer”
includes every description of disposition, payment, release or distribution, and the creation or extinction of an estate or interest in, or right over, any property; and
1.28“Writing”
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.Subject to clause of this Schedule, any reference in the Articles to an enactment includes a reference to that enactment as re-enacted or amended from time to time and to any subordinate legislation made under it.
3.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 the Articles become binding on the Company.

Explanatory Notes : CIC Limited by Guaran