articles-of-association.md

📜 Articles of Association

Of Greaterthan Collective Ltd (UK)

Note: in these articles of association, the Greaterthan Partners are referred to as 'Co-Owners'.

BACKGROUND

1. The Company exists to promote a world where workplaces are communities that provide agency, personal growth and meaning.
2. The Company was founded on principles of shared purpose, values and commitment, as well as co-ownership, steward-ownership, non-domination, subsidiarity and open communication.
3. The Company has been structured in a way that is consistent with the above. It has an embedded purpose beyond profit, and an ownership structure that distributes control amongst the active participants.

PURPOSE OF COMPANY

1. Purposes
   1. The purposes of the Company are to promote the success of the Company for the benefit of its members and, through its business and operations, to have a material positive impact on society and the environment, taken as a whole. In particular, the Company shall run a business that aims to create a world where workplaces are communities that provide agency, personal growth and meaning.
   2. A director shall have regard (amongst other matters) to:
2. 1. 1. the likely consequences of any decision in the long term,
      2. the interests of the Company's employees and contractors,
      3. the need to foster the Company's business relationships with suppliers, customers and others,
      4. the impact of the Company's operations on the communities and ecosystems it is part of, and the environment,
      5. the desirability of the Company maintaining a reputation for high standards of business conduct, and
      6. the need to act fairly as between members of the Company,

(together, the matters referred to above shall be defined for the 
purposes of this Article as the "Stakeholder Interests").

1. 1. For the purposes of a director’s duty to act in the way he or she considers, in good faith, most likely to promote the success of the Company, a director shall not be required to regard the benefit of any particular Stakeholder Interest or group of Stakeholder Interests as more important than any other.
   2. Nothing in this Article express or implied, is intended to or shall create or grant any right or any cause of action to, by or for any person (other than the Company).
2. Principles
   1. Shared commitments over individuality: The Company emphasises maximum freedom (for individuals) and maximum cohesion (for the business as a whole). Co-owners are not held together not by employment contracts but by a shared purpose, shared values and a shared commitment.
   2. Non-domination: No participant, or group of participants should be able to dominate discussions or control decisions. For this reason, we avoid voting in making decisions. This doesn’t mean that all decisions need to be made by consensus or that everyone will be happy with the decisions that are made, but the process should be fair and unbiased.
   3. Co-ownership and steward-ownership: The Company should be ultimately owned and led by those actively and regularly engaged in it, on behalf of themselves and on behalf of those most involved in or affected by the activities of the business (customers, associates and the wider community). Entrepreneurship equals decision-making power. The earning of profits is a means to the achievement of the purpose of the company and not an end in itself. Profits of the company will be either reinvested into the company, invested in projects which serve the Purpose or donated to charity.
   4. Subsidiarity: The ethos of our decision making is to delegate all responsibility for operational decision making to the body with the closest direct connection to the decision within our structure.
   5. Open Communication: Participants practise open, honest communication with each other to create a transparent and trusting work environment.

INTERPRETATION

1. Interpretation
   1. The interpretation of these Articles is governed by the provisions set out in Appendix 1 to these Articles.
   2. The Model Articles shall apply to the Company, except in so far as they are modified or excluded by these Articles. In case of a conflict, these Articles shall prevail.
   3. Articles 13, 14 and 24 of the Model Articles shall not apply to the Company.

SHARES

1. Rights attaching to shares
   1. The share capital of the Company shall comprise Ordinary Shares and one Guardian share. Subject to any other provisions in these Articles concerning voting rights, shares in the Company shall carry votes as set out below.
   2. Ordinary Shares
      1. The Ordinary Shares shall confer on each holder of Ordinary Shares the right to receive notice of and to attend, speak and vote at all general meetings of the Company.
      2. Each Ordinary Share shall carry one vote per share.
      3. The Ordinary Shares shall be held exclusively by Co-owners who shall be individuals who take an active role in steering and leading the Company and are either in full-time employment or in a full-time service relationship with the company.
   3. Guardian Share
      1. Subject and without prejudice to articles 4.3.3, 17 and 23, the Guardian Share shall not confer on the Guardian Shareholder any right to vote.
      2. No more than one Guardian Share may be in issue at any time.
      3. The directors must procure that decisions concerning the liquidation, Exit or the sale of all or a material part of the assets of the company are taken with the prior written consent of the Guardian Shareholder.
2. Issue of shares
   1. No more than one Guardian Share may be in issue at any time.
   2. Ordinary Shares may be issued only by special resolution of the Ordinary Shareholders and may not be issued to anyone who already holds an Ordinary Share.
3. No pre-emption rights on issue
   1. Sections 561 and 562 of the Companies Act shall not apply to any allotment of equity securities by the Company.
4. Share transfers – general
   1. The Directors shall refuse to register any transfer of Shares made in contravention of the provisions of the Articles but shall not otherwise be entitled to refuse to register any transfer of Shares. The Directors may request the transferor, or the person named as transferee in any transfer lodged for registration, to furnish the company with such information and evidence as the Directors may reasonably think necessary or relevant. Failing such information or evidence being furnished to the satisfaction of the Directors within a period of 20 business days after such request the Directors shall be entitled to refuse to register the transfer in question.
5. Transfers - Ordinary shares
   1. Ordinary Shares may not be transferred except with the consent of the Co-owners or, with the consent of the Directors and to the extent permitted by the Act, to the Company, in each case at the price that is equal to the aggregate nominal amount of the Ordinary Shares.
   2. An Ordinary Share may not be transferred to someone who already holds an Ordinary share, except in the case set out in 8.3 below.
   3. The intention is that Ordinary Shares are held by Co-owners. The responsibilities involved in being a Co-owner shall be set out in writing from time to time by the Board of Directors and made available to all Shareholders. If the Co-owners decide, in their absolute discretion, that an Ordinary Shareholder no longer complies with the responsibilities of a Co-owner, the Co-owners may by special resolution require the Board to require the Ordinary Shareholder within 10 business days to transfer all of the Ordinary Shares held by him to the Company (or to such other Ordinary Shareholder as the Board shall notify him in writing), and the price shall be equal to the aggregate nominal amount of those Shares (unless otherwise approved by the Guardian Shareholder).
   4. This Article 8 applies also to the pledge, encumber, assignment, transfer or disposal, whether inter vivos or causa mortis, of any Ordinary share having the effect of granting, entirely or in part, the underlying voting rights to a third party or subject the exercise of the voting rights to a third party consent.
6. Transfers - Guardian Share
   1. Other than in accordance with this article 9, the holder of the Guardian Share shall not be permitted to transfer such share.
   2. In the event that:


(a) the Guardian Shareholder informs the Board that it wishes to transfer the Guardian Share;

(b) any person becomes entitled to shares in consequence of the administration, receivership or liquidation of the Guardian Shareholder; or

(c) the Guardian Shareholder ceases to be an asset-locked organisation,

then the Guardian Shareholder or the person so entitled to the Guardian Share (as the case may be) shall be bound to transfer the Guardian Share to such person as the Directors shall direct.

1. 1. Any transfer directed pursuant to article 9.2 shall be to an asset-locked organisation and such transferee shall have a purpose which, in the reasonable opinion of the Directors, shall be aligned with the Purpose and the Principles. On the sale or transfer of the Guardian Share the price for the Guardian Share shall be £1.
2. Dividends and Other Distributions
   1. Shareholders shall not be entitled to dividends or other distributions, and any profit of the Company shall be reinvested into the company, invested into projects serving the Purpose or donated to charity. By exception to the foregoing, the shareholders may decide by simple majority to implement a Co-owner and Associate profit-related remuneration scheme, which may be paid out in the form of a dividend. In any one year profit related remuneration to a co-owner shall not exceed:
      1. 5x the co-owner’s remuneration in the preceding year if that was below 30,000 EUROS; or
      2. 50% of their normal remuneration if the co-owner’s remuneration in the preceding year was above 30, 000 EUROS.
3. Purchase of Own Shares
   1. Subject to the Companies Act but without prejudice to any other provision of these Articles, save for as per Article 12.2 below, the Company may purchase its own Shares (other than the Guardian Share) with cash up to any amount in a financial year not exceeding the lower of:
      1. £15,000; and
      2. the value of 5% of the Company's share capital.
4. Variation of share capital
   1. Whenever the capital of the Company is divided into different classes of Shares, the special rights attached to each class may be modified or abrogated, either with the consent in writing of three quarters of the issued shares of the class, or with the sanction of a special resolution passed at a meeting of the shareholders, and in either case with the prior consent of the Guardian Shareholder.
   2. Subject as otherwise provided by these articles, and without prejudice to the rights attaching to any class of shares from time to time issued, any share in the Company may be issued with any special rights or restrictions as the Company may from time to time by ordinary resolution determine. Provided that, without the prior written consent of the Guardian Shareholder, no relevant securities shall be issued unless the voting rights are identical to those attached to the Ordinary Shares.

DIRECTORS

1. Quorum for Directors’ meetings
   1. The quorum for the transaction of business at a meeting of Directors is any two eligible Directors.
   2. If the total number of Directors in office for the time being is less than the quorum required, the Directors must not take any decision other than a decision:

(a) to appoint further Directors; or

(b) to call a general meeting so as to enable the shareholders to appoint further Directors.

1. Directors' conflicts of interest
   1. If a proposed decision of the Directors is concerned with an actual or proposed transaction or arrangement with the Company in which a Director is interested, that Director shall be counted as participating in the decision-making process for quorum or voting purposes, provided that he has declared the nature and extent of such interest as required by the Companies Act.
2. Directors’ duties
   1. In making any decisions the Directors shall, without prejudice to their duties under Section 172 of the Companies Act (‘Duty to promote the success of the company’) and other duties of directors set out in the Companies Acts, place the pursuit of the Purposes above the interests of any one Shareholder or group of Shareholders.
   2. Nothing in this Article is intended to or shall create any right or cause of action to, by or for any person (other than the Company).
   3. The Board shall for each financial year explain in the form of a strategic report accompanying the annual accounts of the Company how the Directors have sought to promote the success of the Company in accordance with this Article.
3. Number of Directors

The Board will consist of a minimum of two Directors.

1. Observer

17.1 To ensure compliance with the steward ownership principles, the Guardian Shareholder shall have the right, by written notice to the Company, to appoint an observer who shall have the right to receive notice of and to attend all board meetings.

17.2 For the avoidance of doubt the Guardian Shareholder does not have the task of financial supervision, including review of asset and earning position of the company or consent to certain legal transaction of measures of particular financial significance, unless otherwise provided for in these Articles. It receives no remuneration for its work, but may request reimbursement of its out of pocket expenses to the extent these are appropriate according to the circumstances.

SHAREHOLDERS DECISION-MAKING

1. Entrenchment

Articles 1, 2, , 4, 5, 8, 9, 10, 12, 15.1, 17, 18, 19.1, 20, 21, 22 and 24 shall not be amended or removed unless otherwise agreed in writing by the Guardian Shareholder:

1. Attendance and speaking by non-shareholders
   1. The Guardian Shareholder shall be entitled:
      1. to receive notice of any General Meeting of the Company, including any separate meeting of any holders of any class of Share.
      2. to attend any such General Meeting; and
      3. to speak at any such General Meeting.
   2. The Chair may permit other persons who are not: 1.
      1. Shareholders; or
      2. otherwise entitled to exercise the rights of shareholders in relation to general meetings,

to attend and speak at a general meeting.

1. Liquidation Preference
   1. On a return of assets on liquidation, capital reduction or otherwise (other than a conversion or purchase of Shares), the assets of the company remaining after the payment of its liabilities shall be invested in projects related to the Purpose or donated to charity.
2. Exit

The shareholders and the Directors must procure that no Exit occurs without, or otherwise than in accordance with, the prior written consent of the Guardian Shareholder. The Guardian Shareholder may set any conditions it sees fit on the giving of its consent to any Exit, provided such conditions can be reasonably justified based on advancing the Company’s Purposes.

1. The Guardian Share
   1. On any poll on any resolution of the company in general meeting, being a poll the passing of which would be, or would be deemed to be, a variation of the rights attaching to the Guardian Share, the Guardian Shareholder, if it opposes such resolution, shall have the right to cast such number of votes as shall be necessary to defeat the resolution. The following shall be deemed to be a variation of the rights attached to the Guardian Share:
      1. Any resolution to wind up the company voluntarily;
      2. Any resolution for reconstruction of the company;
      3. Any resolution for the disposal of a material part of the business or assets of the company.
2. Electronic Communication


Without prejudice to Article 48 of the Model Articles, notices and any other communications sent or supplied, by or to Shareholders or Directors under these Articles may be sent or supplied by electronic means as defined in section 1168 of the Companies Act (including via a website, chatroom, extranet, intranet, blog, online social network or forum or other similar mechanism duly notified to such Shareholder or Director or by electronic mail to any email address supplied to the Company, its officers or agents in writing by such Shareholders or Directors).

24. Remuneration restrictionsCo-owners, employees and associates of the company receive an appropriate remuneration, which is decided by the Co-owners unanimously. “Appropriate remuneration” means (a) comparable with remuneration paid by other companies of comparable size, type and industry for a comparable position and (b) in line with the principles set out in article 2. Any shareholder who feels that remuneration is not appropriate may raise an objection, and if their objection is not successfully resolved by internal conflict-resolution processes, the shareholder may appeal to Joshua Vial (or, if he is unable or unwilling to act, an individual nominated by the Enspiral Foundation), whose decision on what constitutes appropriate remuneration shall be final.