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The Companies Acts 1985 and 1989

Company Limited by Guarantee and not having a Share Capital

Articles of Association of

NEW ATLANTIS

Interpretation

1.       In these articles:

"the Charitable Company" means the company intended to be regulated by these articles;

"the Act" means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force;

"the articles" means these Articles of Association of the Charitable Company;

"clear days" in relation to the period of a notice, means the 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;

"executed" includes any mode of execution;

"the memorandum" means the memorandum of association of the Charitable Company;

"office" means the registered office of the Charitable Company,

"the seal" means the common seal of the Charitable Company if it has one;

"the rules" means the rules as published by the Charitable Company, and which when joining all members have agreed to accept.

"secretary" means the secretary of the Charitable Company, or any other person appointed to perform the duties of the secretary of the Charitable Company, including a joint, assistant or deputy secretary;

"the trustees" means the directors of the Charitable Company (and "trustee" has a corresponding meaning);

"the President", means the person defined as such and who holds a special office established within the Charitable Company, and includes where not defined otherwise, any person deputising for the President on his instructions.

"the United Kingdom" means Great Britain and Northern Ireland; and

words importing the masculine gender only shall include the feminine gender.

Subject as aforesaid, words or expressions contained in these Articles shall, unless the context requires otherwise, bear the same meaning as in the Act.

In the event of any dispute over the meaning or interpretation of any matter in the articles, memorandum,  rules or and other document produced by the Charitable Company or any of its divisions or associated clubs or organisations, the decision by the President shall be final and binding on all members.

Members

2.       (1).  The subscribers to the memorandum and such other persons, New Atlantis Trusts, or organisations as are admitted to membership in accordance with the rules made under Article 61, shall be members of the Charitable Company.  No person shall be admitted a member of the Charitable Company unless, he agrees to be bound by the rules and his application for membership is approved by the trustees, or by the President.

(2). Unless the trustees or the Charitable Company in general meeting shall make other provision under  Article 61, the trustees may in their absolute discretion permit any member of the Charitable Company to retire, provided that, after such retirement the number of members is not less than two.

(3) The trustees may define within the rules, varying grades of membership, and define, which grades and at what point, a member of New Atlantis shall also be considered a full member of the Charitable Company. All other members of New Atlantis being associate members of the Charitable Company and excluded and excused from involvement in the formalities defined by the articles, but subject to the rules. Each member, full and associate, shall have one vote each, the interests and votes of all associate members will be vested with the President, who may exercise them at general or extraordinary general meetings on behalf of the associate members, when he feels appropriate.

General meetings

3.       The Charitable Company shall hold an annual general meeting each year in addition to any other meetings in that year, and shall specify the meeting as such in the notices calling it; and not more than fifteen months shall elapse between the date of one annual general meeting of the Charitable Company and that of the next. Provided that so long as the Charitable Company holds its first annual general meeting within eighteen months of its incorporation, it need not hold it in the year of its incorporation or in the following year.  The annual general meetings shall be held at such times and places as the trustees shall appoint.  All general meetings other than annual general meetings shall be called extraordinary general meetings.

4.       The trustees may call general meetings and, on the requisition of members pursuant to the provisions of the Act, shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after receipt of the requisition.  If there are not within the United Kingdom sufficient trustees to call a general meeting, any trustee or any member of the Charitable Company may call a general meeting.

Notice of general meetings

5.       An annual general meeting and an extraordinary general meeting, called for the passing of a special resolution appointing a person as a trustee, shall be called by at least twenty-one clear days' notice.  All other extraordinary general meetings shall be called by at least fourteen clear days' notice, but a general meeting may be called by shorter notice if it is so agreed :

(1)     in the case of an annual general meeting, by the President or all the full members entitled to attend and vote; and

(2)     in the case of any other meeting by a majority in number of full members having a right to attend and vote, being a majority together holding not less than 95 percent of the total voting rights at the meeting of all the members.

The notice shall specify the time and place of the meeting and the general nature of the business to be transacted and, in the case of an annual general meeting, shall specify the meeting as such.

The date and place of all meetings being agreed between the trustees and the President, or his representative as defined within the rules.

The notice shall be given to all the full members and to the President, trustees and auditors.

6.       The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice, other than the President, shall not invalidate the proceedings at that meeting.

Proceedings at general meetings

7.       No business shall be transacted at any meeting unless a qualified quorum is present.  Ten persons  entitled to vote upon the business to be transacted, each being a full member, or a duly authorised representative of a member organisation, or one tenth of the total number of such persons for the time being, whichever is the greater, or where the President directs, one tenth of the total (full and associate being added together) memberships votes being represented at the meeting, including those vested with the President, shall constitute a quorum. A qualified quorum is a quorum that includes the President or a quorum and a representative acting on behalf of the President as defined in the rules.

8.       If a qualified quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting a qualified quorum ceases to be present, 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 trustees and President shall determine.

9.       If present, the President shall, if he wishes, preside as Chairman of the meeting, failing this the Chairman, if any, of the trustees or in his absence, some other trustee nominated by the trustees shall preside as Chairman of the meeting, but if neither the Chairman nor such other trustee (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the trustees present shall elect one of their number to be Chairman and, if there is only one trustee present and willing to act, he shall be Chairman.

10.     If no trustee is willing to act as Chairman, or if no trustee is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote, shall choose one of their number to be Chairman.

11.     A trustee shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting.

12.     The Chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had adjournment not taken place. The President may adjourn any meeting or any agenda item, at any time, with or without the consent of the others present. When a meeting is adjourned for fourteen days or more, at least seven clear days' notice shall be given to those who were in attendance and those who tendered apologies, specifying the time and place of the adjourned meeting and the general nature of the business to be transacted.  Otherwise it shall not be necessary to give any such notice.

13.     A resolution put to the vote of a meeting, shall be decided on a show of hands, unless before, or on the declaration of the result of, the show of hands, a poll is duly demanded.  Subject to the provisions of the Act, a poll may be demanded;

(1)     by the President or Chairman; or

(2)     by at least two members having the right to vote at the meeting; or

(3)     by a member or members representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.

14.     Unless a poll is duly demanded, a declaration by the Chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution.

15.     The demand for a poll may be withdrawn, before the poll is taken, but only with the consent of the Chairman.  The withdrawal of a demand for a poll shall not invalidate the result of a show of hands declared before the demand for the poll was made.

16.     A poll shall be taken as the Chairman directs and he may appoint scrutineers, acceptable to the President, (who need not be members) and fix a time and place for declaring the results of the poll.  The result of the poll shall be deemed to be the resolution of the meeting at which the poll is demanded.

17.     In the case of an equality of votes, whether on a show of hands or on a poll, the President shall be invited to cast, but may decline to, any votes he holds, but has not cast, and then the Chairman shall be entitled to a casting vote in addition to any other vote he may have, if necessary.

18.     A poll demanded on the election of a Chairman or on a question of adjournment shall be taken immediately.  A poll demanded on any other question shall be taken either immediately or at such time and place as the Chairman directs, not being more than thirty days after the poll is demanded.  The demand for a poll shall not prevent continuance of a meeting for the transaction of any business other than the question on which the poll is demanded.  If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

19.     No notice need be given of a poll not taken immediately, if the time and place at which it is to be taken are announced at the meeting at which it is demanded.  In other cases at least seven clear days' notice shall be given specifying the time and place at which the poll is to be taken.

Votes of members

20.     Subject to Articles 2(3) and 17, every member shall have one vote.

21.     No member, except the President, shall be entitled to vote at any general meeting unless all moneys then payable by him to the Charitable Company have been paid.

22.     No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid.  Any objection made in due time shall be referred to the President if present, or the Chairman of the meeting, whose decision shall be final and conclusive.

23.     A vote given or poll demanded by the duly authorised representative of a member organisation shall be valid, notwithstanding the previous determination of the authority of the person voting, or demanding a poll unless notice of the determination was received by the Charitable Company at the office before the commencement of the meeting, or adjourned meeting, at which the vote is given, or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

24.     Any organisation which is a member of the Charitable Company may by resolution of its Council, or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Charitable Company, and the person so authorised shall be entitled to exercise the same powers on behalf of the organisation which he represents as the organisation could exercise if it were an individual member of the Charitable Company.

Trustees and President

25.     (1) The number of' trustees  shall not be less than two but (unless otherwise determined by ordinary resolution) shall not be subject to any maximum.

          (2) The first trustees shall be those persons named in the statement delivered pursuant to section 10(2) of the Act, who shall be deemed to have been appointed under the articles. Future trustees shall be appointed as provided subsequently in the articles.

26   Constitutionally, the President is the head and chief executive of New Atlantis, the virtual country and the Charitable Company. It is both an administrative and ceremonial role, and his duty is to safeguard the founding concepts of New Atlantis, and the interests of associate members, or other minority groups. All new members swear their allegiance to the President, as head of the virtual state.

(1)     The first President, shall be one of the founding trustees, and shall hold the position for life or until such time as he resigns, if his resignation is obtained by force, trickery, or by some other authority, it shall not be valid;

(2)     Subsequent Presidents likewise, will hold office for life, and under the same conditions as the first President and until such time that they resign, and will be appointed by;

          (a) the outgoing President in person, or in written instructions left for the purpose, or failing this;

          (b) by a special election carried out according to the rules of a special group or special groups of members, or failing this;

          (c) by a postal election of all full and associate members .

(3)     If the President is not able to carry out his role, for some purpose, or for some time, a Chief Regent may be appointed under the same conditions as 26 (2), to act on behalf of the President until such time as either the President is able to fulfil his duties or ceases to be President.

(4)     The President may appoint and dismiss at any time a Regent or a number of Regents who will act as his deputy, or undertake whatever part of the duties normally undertaken by the President that the President shall specify. The Regent ceases to hold office, when a new President is appointed.

(5)     Regents may at the Presidents instruction, become trustees of the Charitable Company.

(6)      The President or Regent will usually be a trustee, but if for any reason he ceases to qualify to be a trustee, or chooses for a period not to be, he can retain the position of President or Regent, and attend and vote at all meetings of the trustees as if he was still a trustee, or nominate a representative to carry on that role on his behalf.

(7)     No changes to the memorandum, articles or rules come into effect until such time that the President (or Regent entrusted with the task on his behalf) has approved and signed them, and then shall take effect from the date set in agreement with the President, or Regent entrusted with the task on his behalf.

(8)      The role of President, can only be removed by a special meeting or postal vote where 100% of the full and associate members agree on this action.

Powers of trustees

27.     Subject to the provisions of the Act, the memorandum and the articles and to any directions given by special resolution, the business of the Charitable Company shall be managed by the President, and trustees, who may exercise all the powers of the Charitable Company.  No alteration of the memorandum or the articles and no such direction, shall invalidate any prior act of the trustees, which would have been valid if that alteration had not been made, or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the trustees by the articles and a meeting of trustees at which a qualified quorum is present may exercise the powers exercisable by the trustees, subject to clause 38(7).

28.     In addition to all powers hereby expressly conferred upon them and without detracting from the generality of their powers under the articles, the President and trustees shall have the following powers; namely to expend the funds of the Charitable Company in such manner as they shall consider most beneficial for the achievement of the Objects and to invest in the name of the Charitable Company such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the Objects of the Charitable Company;

Appointment and retirement of trustees

29.     At the first annual general meeting all the trustees shall retire from office, and at every subsequent annual general meeting one-third of trustees who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to one third shall retire from office, but if there is only one trustee who is subject to retirement by rotation,  he shall retire.

30.     Subject to the provisions of the Act, the trustees to retire by rotation shall be those who have been longest in office since their last appointment or re appointment, but as between persons who became or were last reappointed trustees on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.

31.     If the Charitable Company at the meeting at which a trustee retires by rotation, does not fill the vacancy, the reappointed trustee shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy, or unless a resolution for the re appointment of the trustee is put to the meeting and lost.

32.     No person other than a trustee retiring by rotation shall be appointed or reappointed a trustee at any general meeting unless :

(1)     he is recommended by the President or trustees: or

(2)     not less than fourteen nor more than thirty-five clear days before the date appointed for the meeting, notice executed by a full member qualified to vote at the meeting has been given to the Charitable Company of the intention to propose that person for appointment or re appointment, stating the particulars which would, if he were so appointed or reappointed, be required to be included in the Charitable Company's register of trustees together with a notice executed by that person of his willingness to be appointed or reappointed.

33.     No person may be appointed as a trustee :

(1)  other than by becoming a trustee on the instruction of the President having been appointed and still being a Regent; or;

(2a)    in circumstances such that, had he already been a trustee, he would have been disqualified from acting under the provisions of Article 38; and

(2b)    unless he has attained the age of 18 years; or

(2c)    has attained the age of 14 years and has the Presidents permission to stand for election as a trustee.

34.     Not less than seven nor more than twenty-eight clear days before the date appointed for holding a general meeting, notice shall be given to all persons who are entitled to receive notice of the meeting, of any person (other than a trustee retiring by rotation at the meeting) who is recommended by the President or trustees for appointment or re appointment as a trustee at the meeting, or in respect of whom notice has been duly given to the Charitable Company of the intention to propose him at the meeting for appointment or re appointment as a trustee.  The notice shall give the particulars of that person which would, if he were so appointed or reappointed, be required to be included in the Charitable Company's register of trustees.

35.     Subject as aforesaid, the Charitable Company may by ordinary resolution, and the permission of the President or his representative, appoint a person who is willing to act to be a trustee either to fill a vacancy or as an additional trustee and may also determine the rotation in which any additional trustees are to retire.

36.     The trustees, with the agreement of the President, may appoint a person who is willing to act to be a trustee either to fill a vacancy, or as an additional trustee, provided that the appointment does not cause the number of trustees to exceed any number fixed by or in accordance with the articles as the maximum number of trustees.  A trustee so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the trustees who are to retire by rotation at the meeting.  If not reappointed at such annual general meeting, he shall vacate office at the conclusion thereof.

37.     Subject as aforesaid, a trustee who retires at an annual general meeting may, if willing to act, be reappointed.

Disqualification and removal of trustees

38.  A trustee shall cease to hold office if he;

(1)     ceases to be a trustee by virtue of any provision in the Act or is disqualified from acting as a trustee by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision), unless excused from this exclusion by the President, who on his own investigation considers such exclusion not to be just;

(2)     becomes incapable by reason of mental disorder, illness or injury of managing and administering his own affairs;

(3)     resigns his office by notice to the Charitable Company (but only if at least two trustees will remain in office when the notice of resignation is to take effect), or

(4)     is absent without the permission of the trustees from all their meetings held within a period of six months and the trustees resolve that his office be vacated.

(5)     is directly or indirectly associated with any other company, organisation, federation or group that is opposed to or makes any attempts to frustrate the objectives of the company, or to interfere with its function.

(6)      who ceased to accept the rules or withdraws his allegiance to the President.

(7)     is instructed by the President to resign as a trustee.

Any dispute on any of the above exclusions being referred to the President whose decision shall be final.

Trustees' expenses

39.     The trustees may be paid all reasonable travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of trustees or committees of trustees or general meetings or otherwise in connection with the discharge of their duties, but shall otherwise be paid no remuneration.

Trustees' appointments

 

40.     Subject to the provisions of the Act and to Clause 5 of the memorandum, the trustees, with the agreement of the President or his representative, may appoint one or more of their number to the unremunerated office of Managing Director, or to any other unremunerated executive office under the Charitable Company.  Any such appointment may be made upon such terms as the President and trustees determine.  Any appointment of a trustee to an executive office shall terminate if he ceases to be a trustee.  A Managing Director and a trustee holding any other executive office shall, on the agreement of the President, not be subject to retirement by rotation.

 

41.     Except to the extent permitted by clause 5 of the memorandum, no trustee shall take or hold any interest in property belonging to the Charitable Company, or receive remuneration, or be interested otherwise than as a trustee in any other contract to which the Charitable Company is a party, unless he has written permission from the President or his representative.

Proceedings of trustees

42.     Subject to the provisions of the articles, the President and trustees may regulate their proceedings as they think fit, and in accordance with the rules. 

(1)     A trustee may, and the secretary at the request of a trustee shall, with the agreement of the President or his representative, call a meeting of the trustees.  It shall not be necessary to give notice of a meeting to a trustee who is absent from the United Kingdom. 

(2)     Questions arising at a meeting shall be decided by agreement, where this does not occur naturally, it will be decided by the President, or his representative, or where he directs, a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote.

43.     A qualified quorum is necessary for the transaction of the business of the trustees. A quorum shall not be less than one third of their number or two trustees, whichever is the greater, unless otherwise directed by the President. A qualified quorum is a quorum in which the President or his representative is included.

44.     The trustees may act notwithstanding any vacancies in their number, but, if the number of trustees is less than the number fixed as the quorum, the continuing trustees or trustee may act only for the purpose of filling vacancies or of calling a general meeting, unless directed otherwise by the President.

45.     The trustees may appoint one of their number to be the Chairman of their meetings and may at any time remove him from that office.  Unless he is unwilling to do so, the trustee so appointed shall preside at every meeting of trustees at which he is present.  But if there is no trustee holding that office, or if the trustee holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the trustees present may appoint one of their number to be Chairman of the meeting.

46.     The trustees may appoint one or more sub-committees, consisting of two or more trustees, for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the trustees would be more conveniently undertaken or carried out by a sub-committee, provided that it has terms of reference and all acts and proceedings of any such sub-committees shall be within the terms of reference and are fully and promptly reported to the trustees.

47.     All acts done by a meeting of trustees at which the President is in attendance, or of a committee of trustees, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any trustee or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a trustee and had been entitled to vote.

48.     In the event of it not being possible to call a meeting or a decision being required faster than could be reasonably organised by holding a meeting;

(1)     A resolution in writing, signed by the President and all the trustees entitled to receive notice of a meeting of trustees or of a committee of trustees, shall be as valid and effective as if it had been passed at a meeting of trustees or (as the case may be) a committee of trustees duly convened and held. Or where this is not practical;

(2)     A resolution in writing, signed by the President and one other trustee entitled to receive notice of a meeting of trustees or of a committee of trustees, shall be as valid and effective as if it had been passed at a meeting of trustees or (as the case may be) a committee of trustees duly convened and held. A copy of the resolution shall be sent as soon as practical to all other trustees, or a meeting called to inform them of the decisions taken in their absence.

(3)     Such a resolution may consist of several documents in the same form, each signed by the President.

49.     Any bank account in which any part of the assets of the Charitable Company is deposited shall be operated by the trustees and shall indicate the name of the Charitable Company.  All cheques and orders for the payment of money from such account shall be signed by at least two trustees approved for the purpose by the President.

Secretary

50.     Subject to the provisions of the Act, the secretary shall be appointed by the President and trustees for such term, at such remuneration (if not a trustee) and upon such conditions as they may think fit, and any secretary so appointed may be removed by them, with the Presidents agreement. A secretary who is also a trustee, while not being able to have a salary, may have an honorarium at the discretion of the trustees, but it should be of a lower monitory value than would have been paid to a corresponding person as a salary. They may also claim necessary expenditure accepted with their office, and the trustees may, if necessary, provide them with a computer, telephone line, car, house or other item to allow them to fulfil their role more efficiently.

Minutes

51.     The trustees shall keep minutes in books or ring binders, kept for the purpose :

(1)     of all appointments of officers made by the trustees; and

(2)     of all proceedings at meetings of the Charitable Company and of the trustees and of committees of trustees including the names of the trustees present at each such meeting.

The Seal

52.     The seal shall only be used by the authority of the President and trustees, or of a committee of trustees authorised by the trustees.  The trustees may determine, who shall sign any instrument to which the seal is affixed and unless otherwise so determined, it shall be signed by either the President or a trustee and by the secretary or by a second trustee. The President may also have a separate seal, which is not the seal of the Charitable Company, but a ceremonial seal of office.

Accounts

53.     Accounts shall be prepared in accordance with the provisions of the relevant act.

Annual Report and Annual Return

54.     If registered as a charity under the charities act;

(1)     the trustees shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners.

(2)     the trustees shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.

55.     Copies of annual returns and accounts will be filed at Companies House as appropriate, and copies of accounts presented at the annual general meeting, and displayed on the computer on line information service, (BBS), but need not otherwise be circulated.

Notices

56.     Any notice to be given to or by any person pursuant to the articles, shall be in writing, except that a notice calling a meeting of the trustees need not be in writing.

57.     The Charitable Company may give any notice to a member either personally, or by sending it by post in a prepaid envelope, addressed to the member at his registered address, or by leaving it at that address.  A member whose registered address is not within the United Kingdom and who gives to the company an address within the United Kingdom, or an electronic mail address acceptable to the Charitable Company, at which notices may be given to him, shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Charitable Company.

58.     A member present in person at any meeting of the Charitable Company shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called.

59.     Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.  A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.

Indemnity

60.     Subject to the provisions of the Act, every trustee or other officer of the Charitable Company shall be indemnified out of the assets of the Charitable Company against

(1)  any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Charitable Company; or

(2)  any other costs, penalties or expenses that have arisen through him being a member, officer or trustee, President or otherwise of the Charitable Company or through attempting to meet the Objects of the Charitable Company, providing that the President and at least one other trustee, shall agree to the payment being made out of the Charitable Companies funds.

Rules

61.     (1)  The trustees, with the approval of the President, may from time to time make such rules or bye laws as they may deem necessary or expedient or convenient for the proper conduct and management of the Charitable Company and for the purposes of prescribing classes of any conditions of membership, and in particular but without prejudice to the generality of the foregoing, they may by such rules or bye laws regulate :

(a)        the admission and classification of members of the Charitable Company (including the admission of organisations to membership) and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members.

(b)        the conduct of members of the Charitable Company in relation to one another, in and to New Atlantis trusts, and to the Charitable Company's servants;

(c)        the setting aside of the whole or any part or parts of the Charitable Company's premises at any particular time or times or for any particular purpose or purposes;

(d)        the operation or administration of any division, trust group of trusts, or section of the new Atlantis philosophy, virtual county or actual service;

(e)        the roles of all members associated with honour roles, special positions, Presidential appointments, and procedures associated with these.

(f)        the conduct of members in relation to the President, to Presidential instructions, and to the virtual kingdom of New Atlantis.

(g)        the procedure at general meetings and meetings of the trustees and committees of the trustees in so far as such procedure is not regulated by the articles;

(h)        generally, all such matters as are commonly the subject matter of company or club rules;

(i)         the induction of new members;

(j)        any other such topics as the President shall decide should be included.

(2)   The Charitable Company in general meeting, and with the approval of the President, shall have power to alter, add to or repeal the rules or bye laws and the trustees shall adopt such means as they think sufficient to bring to the notice of members of the Charitable Company all such rules or bye laws, which shall be binding on all members of the Charitable Company.  Provided that no rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in, the memorandum or the articles.

(3)  Additions to the rules to cover new areas, services, or other developments can be made by the trustees, in agreement with the President. These additions shall be added to the rule books and need not be circulated to the membership, but annually at least all members should be informed of at least the areas in which rule changes have occurred.

(4)  The President shall have power to alter, add to or repeal the rules and will draw the change to the attention of the trustees as soon as possible, and to the membership as and when he feels appropriate and by whatever means he feels appropriate, which could be by post, or at the next general meeting, or by updating the rule book only or by a notice on the electronic information service (BBS).

(5)     A current copy of the rules will be available at a reasonable price to all members, and any updates or changes will be incorporated at as early a point as possible.

(6)     A current copy of the rules will at all time be displayed on the free on line information service (BBS), and accessible to all grades of members.