contact & address

Imprint – The Kaizen Blog (Worldwide)

1. Operator and Responsible Party

• Name or Company: Kaizen Blog LTD
• Responsible Editor-in-Chief: Rainer Hofmann (rainer.hofmann@kaizen-blog.org)
• Address Kaizen Blog LTD – The Bristol Office, 2nd Floor, 5 High Street, Westbury-on-Trym, Bristol, BS9 3BY. England
• Contact Email: contact@kaizen-blog.org
• Data Protection Officer: Tamzee Zadah (tamzee.zadah@kaizen-blog.org)

2. Responsibility for Editorial Content (Worldwide)

• Name: Rainer Hofmann
• Address Kaizen Blog LTD – The Bristol Office, 2nd Floor, 5 High Street, Westbury-on-Trym, Bristol, BS9 3BY. England
• Responsibility: The Kaizen Blog ensures that all published content is under the editorial responsibility of Rainer Hofmann and adheres to global journalistic standards.

3. Commitment to Journalistic Responsibility

The Kaizen Blog is committed to independent, factual, and truthful journalism.

4. Company Information (Non-Profit)

• The Kaizen Blog is a non-commercial, independent news magazine.
  The content is freely accessible to readers and published without any profit motive.
  The Kaizen Blog is a public-interest project focused on human rights, environmental justice, and social equity.
• Content is accessible to readers free of charge and is published without commercial intent.
• Innocent Project: Innocent Project: The Kaizen Blog operates its own Innocent Project to support wrongfully imprisoned individuals and uncover miscarriages of justice.
• Contact for the Innocent Project: innocent-project@kaizen-blog.org or Katharina Hofmann (katharina.hofmann@kaizen-blog.org)

5. Disclaimer

• Liability for Content: The content on The Kaizen Blog is created with the greatest possible care. However, we assume no liability for the accuracy, completeness, or timeliness of the content.
• Liability for Links: The Kaizen Blog contains links to external third-party websites over which we have no control. Therefore, we cannot accept any responsibility for these external contents.

6. Copyright

• Text und Bildrechte: All texts on The Kaizen Blog are the property of The Kaizen Blog. Images are either the property of The Kaizen Blog, the respective photographers, or image agencies. Any reproduction, editing, distribution, or any kind of use outside the limits of copyright law requires the written permission of The Kaizen Blog.
• The images, photo montages and screenshots used on kaizen-blog.org originate from public sources, press material, copyright-free archives, or official appearances of public figures. All content is presented strictly for purposes of journalism, documentation, political commentary, or artistic expression.
• All images are editorially modified, recontextualized, or altered to create a new level of meaning and commentary. Their use is strictly non-commercial and falls under international quotation rights (e.g., § 51 of the German Copyright Act, Article 5 of the Basic Law), the U.S. Fair Use Doctrine (§ 107 of the Copyright Act), and comparable exemptions under copyright laws in other jurisdictions worldwide.

7. Data Protection

• Link to Privacy Policy: Privacy Policy – https://kaizen-blog.org/en/category/contact-address/datenschutzerklaerung-privacy-policy/ ]
• Notice on International Data Transfers: Data may be transferred internationally, including to countries outside your place of residence. For further details, please refer to the Privacy Policy.

8. Dispute Resolution

• EU Dispute Resolution: The European Commission provides a platform for online dispute resolution (OS): https://ec.europa.eu/consumers/odr.
• USA No obligation to participate in a dispute resolution procedure before a consumer arbitration board.
• UK: No obligation to participate in an alternative dispute resolution procedure.

9. Contact

• Email contact@kaizen-blog.org
• Postal Address: Kaizen Blog LTD – The Bristol Office, 2nd Floor, 5 High Street, Westbury-on-Trym, Bristol, BS9 3BY. England

10. Changes to the Imprint

We reserve the right to amend this imprint to comply with legal requirements or to reflect changes to our services. The current version is always available on our website.

11. THE COMPANIES ACTS 2006 PRIVATE COMPANY NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION FOR A CHARITABLE COMPANY of KAIZEN BLOG LTD

1. NAME OF THE COMPANY 1.1 The name of the company is KAIZEN BLOG LTD (referred to in this document as "the Charity").
2. INTERPRETATION 2.1 The model articles for private companies limited by guarantee contained in Schedule 2 of the Companies (Model Articles) Regulations 2008 (SI 2008/3229) shall not apply to the Charity.

2.2 In these Articles, the following definitions apply: (a) "Address" means a postal address or, for the purposes of electronic communication, a fax number, email address, or telephone number for receiving text messages, in each case registered with the Charity (b) "Articles" means the Charity's articles of association (c) "the Charity" means the company governed by these Articles (d) "Clear days" in relation to a notice period means that period excluding: (i) the day on which the notice is given or deemed to be given, and (ii) the day for which it is given or on which it is to take effect (e) "the Commission" means the Charity Commission for England and Wales (f) "Companies Acts" means the Companies Acts (as defined in section 2 of the Companies Act 2006), insofar as they apply to the Charity (g) "the Directors" means the directors of the Charity. The Directors are charity trustees as defined by section 97 of the Charities Act 1993 (h) "Document" includes, unless otherwise indicated, any document sent or supplied in electronic form (i) "Electronic form" has the meaning given in section 1168 of the Companies Act 2006 (j) "the Memorandum" means the Charity's memorandum of association (k) "Officer" includes the Directors and the secretary (if any) (l) "Seal" means the common seal of the Charity (if any) (m) "Secretary" means any person appointed to perform the duties of the secretary of the Charity (n) "United Kingdom" means Great Britain and Northern Ireland (o) Words in the masculine include all genders; the singular includes the plural and vice versa Unless the context requires otherwise, terms or expressions used in these Articles shall have the same meaning as in the Companies Act, excluding statutory modifications not in force at the date of adoption of these Articles Except as stated above, a reference to an Act of Parliament includes any statutory modification or re-enactment in force at the relevant time

3. LIABILITY OF MEMBERS 3.1 The liability of the members is limited 3.2 Every member of the Charity undertakes to contribute an amount not exceeding £10 to the Charity's assets in the event of its being wound up while they are a member or within twelve months after ceasing to be a member, for payment of the Charity's debts and liabilities contracted before ceasing to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves
4. OBJECTS 4.1 The objects ("Objects") of the Charity are specifically restricted to the following: Our organisation operates the independent news platform kaizen-blog.org, dedicated to promoting human rights, international law, and environmental protection. We operate on a non-profit basis, receive no salaries, and are committed to social justice and public awareness. Our core objectives include:

• Publishing investigative journalism and in-depth analysis on topics such as human rights violations, deportations, and miscarriages of justice
• Supporting and assisting deported and unjustly imprisoned individuals, including legal assistance and public awareness campaigns
• Promoting public awareness and societal debate on international humanitarian law and civil liberties
• Actively engaging in environmental protection, recognising the link between ecological justice and human rights We strive to be a voice for the voiceless and a platform for truth, justice, and accountability

Membership applications may only be rejected if the board, considering all circumstances, concludes that rejection is in the best interests of the organisation

The rejecting decision must be communicated in writing to the applicant within 21 days

Written responses by the rejected applicant must be considered. The final decision, after such consideration, must be communicated in writing and is binding

Memberships are not transferable

The board must keep a register with names and addresses of members

5. POWERS 5.1 The Charity has the power to do anything which is calculated to further its Objects or is conducive or incidental to doing so. In particular, the Charity has power: 5.1.1 to raise funds. In doing so, the Charity must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations; 5.1.2 to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use; 5.1.3 to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity, subject to compliance with the relevant requirements of sections 36 and 37 of the Charities Act 1993 as amended by the Charities Act 2006; 5.1.4 to borrow money and to charge the whole or any part of the property belonging to the Charity as security for repayment of the money borrowed or as security for a grant or the discharge of an obligation. The Charity must comply as appropriate with sections 38 and 39 of the Charities Act 1993 as amended by the Charities Act 2006 if it wishes to mortgage land; 5.1.5 to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them; 5.1.6 to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects; 5.1.7 to acquire, merge with or enter into any partnership or joint venture arrangement with any other charity; 5.1.8 to set aside income as a reserve against future expenditure but only in accordance with a written reserves policy; 5.1.9 to employ and remunerate such staff as are necessary for carrying out the work of the Charity. A Director may only be so employed or remunerated if the conditions in Article 6 are met; 5.1.10 a) to deposit or invest funds; b) to employ a professional fund manager; and c) to arrange for the investments or other property of the Charity to be held in the name of a nominee; in the manner and subject to the conditions provided in the Trustee Act 2000; 5.1.11 to provide indemnity insurance for the Directors in accordance with the conditions set out in section 73F of the Charities Act 1993; 5.1.12 to pay out of the funds of the Charity the costs of forming and registering the Charity both as a company and as a charity.
6. USE OF INCOME AND PROPERTY. 6.1 The income and property of the Charity must be used solely to further its purposes. 6.2 a) A director is entitled to reimbursement of reasonable expenses incurred in carrying out their duties for the Charity; b) A director may benefit from trustee liability insurance funded by the Charity, provided this complies with the conditions set out in paragraph 73F of the Charities Act 1993; c) A director may receive indemnification from the Charity under the circumstances set out in Article 56. 6.3 No part of the income or property of the Charity may be paid or transferred directly or indirectly as dividends, bonuses or otherwise by way of profit to any member of the Charity. However, this does not prevent a member who is not also a director from: a) receiving a benefit from the Charity in their capacity as a beneficiary of the organisation; b) receiving reasonable and customary payment for goods or services provided to the Charity.
7. MEMBERS 7.1 The subscribers to the memorandum are the first members of the Charity. 7.2 Membership is open to further natural or legal persons who: 7.2.1 submit an application in the form required by the directors; and 7.2.2 are approved by the directors. 7.3 a) The directors may only reject an application if, taking all circumstances into account, they reasonably conclude that admission would not be in the best interests of the Charity; b) The directors must inform the applicant in writing within 21 days of any rejection and provide the reasons for the decision; c) The directors must consider any written representations submitted by the applicant regarding the decision, and must communicate their final decision in writing. This decision is binding. 7.4 Membership is not transferable. 7.5 The directors must maintain a register containing the names and addresses of the members.

8. MEMBERSHIP CLASSES 8.1 The directors may introduce classes of membership with differing rights and obligations, and must record these rights and obligations in the membership register. 8.2 The directors may not alter the rights or obligations associated with any class of membership, either directly or indirectly. 8.3 The rights associated with a class of membership may only be altered if: a) three-quarters of the members of that class give their written consent; or b) a special resolution is passed at a separate meeting of that class. 8.4 The provisions in these articles concerning members’ meetings also apply to meetings dealing with changes to the rights of a membership class.
9. TERMINATION OF MEMBERSHIP Membership ends if: 9.1 the member dies or—in the case of an organisation—ceases to exist; 9.2 the member resigns from the Charity in writing, unless this would reduce the number of members to fewer than two; 9.3 a payment owed by the member to the Charity remains unpaid in full for more than six months after its due date; 9.4 the member is expelled by resolution of the directors, where such removal is in the best interests of the Charity. A resolution of this kind may only be passed if: a) the member has been given at least 21 days' written notice of the meeting at which the decision will be made and the reasons for the proposed removal; and b) the member or their representative (who need not be a member) has been given the opportunity to make representations.
10. GENERAL MEETINGS OF MEMBERS 10.1 The Charity must hold its first annual general meeting within 18 months of incorporation. 10.2 Thereafter, an annual general meeting must be held every year, with no more than 15 months between any two meetings. The directors may convene a general meeting of members at any time.
11. CALLING MEETINGS
12. 12.1 The minimum notice periods are: a) 21 clear days for an annual meeting or a meeting to pass a special resolution; b) 14 clear days for all other meetings. 12.2 A shorter notice period is only permissible if at least 90% of eligible voting members agree. 12.3 The notice must specify the date, time, place, and general purpose of the meeting. For an annual meeting, this must be explicitly stated. The notice must also inform members of their right to appoint a proxy in accordance with Section 324 of the Companies Act 2006 and Article 19. 12.4 The notice must be sent to all members, directors, and auditors. The decisions of a meeting are not invalid merely because a person entitled to notice did not receive it by mistake.
13. The resolutions of a meeting are not invalid merely because a person entitled to notice did not receive the invitation by accident.
14. PROCEEDINGS AT MEETINGS 14.1 Resolutions may only be passed if a quorum is present. 14.2 A quorum shall consist of: a) three voting members present (either in person or by proxy); or b) one-tenth of the total membership—whichever is greater. 14.3 A duly authorised representative of a corporate member counts toward the quorum.

15.1 If: a) no quorum is present within 30 minutes of the scheduled start time, or b) the quorum is lost during the meeting, then the meeting must be adjourned. 15.2 The directors must set a new date and place, and give at least 7 clear days’ notice. 15.3 If no quorum is present within 15 minutes of the adjourned meeting’s start time, those members who are present shall be deemed to constitute a quorum.

16.1 Meetings shall be chaired by the chair of the directors. 16.2 If the chair is not present, the directors shall appoint another person. 16.3 If only one director is present and willing, they shall chair the meeting. 16.4 If no director is present, the voting members present shall elect a chair for the meeting.

17.1 The members present may resolve by a simple majority to adjourn the meeting. 17.2 The chair shall fix the date, time and place of the adjourned meeting unless these details are specified in the resolution. 17.3 At the adjourned meeting, only business which could have been conducted at the original meeting may be transacted. 17.4 If a meeting is adjourned by members' resolution for more than 7 days, fresh notice must be given at least 7 days in advance.

18.1 Votes are taken by a show of hands unless, before or upon the declaration of the result, a secret ballot is demanded: a) by the chairperson; b) by at least two members entitled to vote who are present; or c) by a member or group holding at least one tenth of the total voting rights. 18.2 a) The chairperson’s decision on the result of the vote is binding unless a secret ballot is requested. b) The result must be recorded in the minutes, but the number of votes need not be specified. 18.3 a) A demand for a secret ballot may only be withdrawn with the consent of the chairperson. b) Withdrawal does not alter the previously declared result. 18.4 a) The secret ballot is conducted as directed by the chairperson, who may also appoint scrutineers (not necessarily members) and determine the time and place for announcing the result. b) The result is considered a resolution of the meeting. 18.5 a) Secret ballots for the election of the chairperson or adjournment must be conducted immediately. b) Other secret ballots shall be held either immediately or at a later time determined by the chairperson. c) The secret ballot must be held no later than 30 days after it is demanded. d) If not conducted immediately, notice of the time and place must be sent at least 7 clear days in advance. e) The meeting may proceed with other business in the meantime.

19. CONTENT OF PROXY NOTICES. 19.1 A valid proxy notice must be in writing and: a) include the name and address of the member; b) name the appointed proxy and specify the meeting to which it relates; c) be signed or otherwise duly authenticated by the member or their authorised representative; d) be received by the Charity in accordance with these Articles and the instructions in the notice convening the meeting. 19.2 The Charity may require a specific format and permit different forms for different purposes. 19.3 A proxy notice may include instructions on voting (or abstaining). 19.4 Unless stated otherwise, a proxy notice: a) authorises the proxy to vote freely on procedural matters; and b) applies to any adjourned meeting.

19A. DELIVERY OF PROXY NOTICES 19A.1 A person entitled to attend, speak or vote at a meeting retains these rights even after appointing a proxy. 19A.2 A proxy appointment may be revoked by written notice to the Charity. 19A.3 The revocation only takes effect if received before the start of the (adjourned) meeting. 19A.4 If the proxy notice was not executed by the member, written evidence of the authority to act on the member’s behalf must be included.

20. WRITTEN RESOLUTIONS. 20.1 A written resolution is valid if signed by a simple majority (or 75% for a special resolution) of the voting members, provided that: a) a copy of the proposal has been sent to all members; b) the required majority of members approve the resolution; c) the document is received at the registered office within 28 days of being sent.
21. MEMBERS' VOTING RIGHTS Subject to Article 8, each member—individual or organisation—has one vote.
22. Objections to voting rights must be raised during the relevant meeting. The chairperson’s decision is final.

23.1 An organisation that is a member may appoint any individual as its representative in writing. 23.2 This representation is only valid if the Charity has been notified of the representative’s name. It remains effective until the Charity receives written notice of a change.

23.3 Any communication to the Charity is sufficient proof that the representative has been properly authorised by the organisation or that the authorisation has been revoked. The Charity is not required to verify the appointment.

24. DIRECTORS - 24.1 A director must be a natural person at least 16 years of age. 24.2 A person may not be appointed as a director if disqualified under Article 36.
25. The number of directors must not fall below three, but unless decided otherwise by an ordinary resolution, there is no maximum number.
26. The initial directors are those registered as such with Companies House upon incorporation.
27. A director may not appoint a proxy or alternate to attend board meetings on their behalf.
28. POWERS OF DIRECTORS 28.1 The directors manage the affairs of the Charity and may exercise all powers of the Charity unless restricted by law, these Articles, or a special resolution. 28.2 Amendments to the Articles or special resolutions do not operate retrospectively and do not invalidate prior acts of the directors. 28.3 Any board meeting with a quorum may exercise all powers of the directors.
29. RESIGNATION OF DIRECTORS - At the first annual general meeting, all directors must retire unless insufficient new directors have been elected to maintain a quorum. At each subsequent annual general meeting, one third of the directors (or the nearest number not exceeding one third) must retire. If there is only one director, they must retire.

30.1 The directors who have served longest must retire first. If multiple directors were appointed on the same day, retirement is determined by lot, unless they agree otherwise. 30.2 A retirement under this rule takes effect at the end of the meeting.

31. APPOINTMENT OF DIRECTORS - 31.1 The Charity may by ordinary resolution: a) appoint a person who is willing to act as a director; and b) determine the order of retirement for additional directors.
32. A person may only be appointed as a director at a general meeting if: 32.1 A person may only be appointed as a director at a general meeting if: a) they are proposed for reappointment by the directors; or b) a written nomination is submitted no less than 14 and no more than 35 days before the meeting, which: i) is signed by a voting member; ii) states the intention to propose the person; iii) includes all information required for Companies House registration; and iv) is signed by the nominee to confirm their willingness to act.
33. All voting members must be informed of the planned election of a new director (except for reappointment) between seven and 28 days in advance.

34.1 The directors may themselves appoint a person willing to act as a director. 34.2 A director appointed in this way must retire at the next annual meeting and is not counted towards the regular rotation.

35. The appointment of a director must not exceed the maximum number of directors allowed.
36. DISQUALIFICATION AND REMOVAL OF DIRECTORS - A director ceases to hold office if he or she: 36.1 is disqualified or legally barred under the Companies Acts; 36.2 is disqualified as a trustee under Section 72 of the Charities Act 1993 (or any replacement provision); 36.3 ceases to be a member of the Charity; 36.4 becomes incapable of managing their affairs due to mental disorder, illness, or injury; 36.5 resigns by written notice (provided at least two directors remain); 36.6 has not attended a directors' meeting for six months without permission and the remaining directors resolve to remove them; or 36.7 was appointed as a representative of a corporate member and that membership ends.
37. REMUNERATION OF DIRECTORS Directors may not receive remuneration unless expressly permitted by Article 6.
38. CONDUCT OF DIRECTORS' MEETINGS - 38.1 The directors may regulate their meetings as they see fit, subject to the articles. - 38.2 Any director may call a meeting. - 38.3 The secretary (if any) must call a meeting at a director's request. - 38.4 Decisions are made by majority vote. - 38.5 In case of a tie, the chair has a second or casting vote. - 38.6 Meetings may be held electronically, provided all participants can communicate.

39.1 A meeting is only quorate if a quorum is present. Virtual attendance counts as presence. 39.2 A quorum is two directors or the nearest third of the total number of directors, whichever is higher, or a higher number if determined by the directors. 39.3 A director is not counted towards the quorum for decisions in which they may not vote.

40. If the number of directors is below the quorum, the remaining directors may only appoint new directors or call a general meeting.

41.1 The directors shall appoint a chair of their meetings and may revoke the appointment. 41.2 If no chair is appointed or present, the directors shall choose one of themselves to chair. 41.3 The chair has only those powers assigned by the articles or resolution.

42.1 A written or electronic resolution signed by a simple majority of eligible directors is valid if: a) the text is sent to all eligible directors; b) the majority give written approval and this is received at the office within 28 days. 42.2 Approval may be given in multiple identical documents signed by one or more directors.

43. DELEGATION - 43.1 The directors may delegate any of their powers or duties to a committee of at least two directors. The terms of delegation must be recorded in the minutes. 43.2 The directors may set conditions for delegation, including: a) that the delegated powers are exercised only by the committee; b) that expenditure is limited to a previously approved budget. 43.3 The directors may revoke or alter any delegation at any time. 43.4 All acts and decisions of such committees must be reported fully and promptly to the directors.
44. DISCLOSURE OF DIRECTORS' INTERESTS - A director must disclose the nature and extent of any interest, direct or indirect, in any proposed or existing transaction with the Charity that has not already been declared. That director must abstain from any discussion where a conflict of interest may arise, especially if personal (including financial) interests are involved.
45. CONFLICTS OF INTEREST - 45.1 If a conflict of loyalty arises not authorised by the articles, due to an obligation to another person or organisation, the non-conflicted directors may authorise it if: a) the conflicted director is absent during discussions; b) the conflicted director does not vote and is not counted in the quorum; c) the non-conflicted directors consider it in the Charity’s best interest. 45.2 This article applies only to loyalty conflicts that do not provide a personal benefit to the director or a connected person.
46. ALIDITY OF DIRECTORS' DECISIONS - 46.1 Subject to Article 46.2, all acts and decisions of a meeting of directors or committee remain valid even if a participating director: a) was disqualified; b) had resigned or should have ceased to act under the articles; c) was not entitled to vote due to a conflict; provided that without: d) their vote; and e) their counting towards the quorum; the decision was passed with a majority at a quorate meeting. 46.2 Article 46.1 does not allow a director or connected person to benefit from a decision that would otherwise have been invalid without this article or that violates Article 4
47. SEAL - If the Charity has a seal, it may only be used by order of the directors or an authorised committee. The directors decide who signs the document; unless otherwise decided, one director and either the secretary (if any) or another director shall sign.
48. MINUTES - The directors must keep records of: 48.1 appointments made by the directors; - 48.2 proceedings at general meetings; 48.3 meetings of directors and committees, including: a) names of those present; b) decisions made; c) and any explanations where relevant.
49. ACCOUNTS - 49.1 The directors must prepare annual accounts for each financial year in accordance with the Companies Acts. These must give a true and fair view, follow recognised standards, and reflect applicable recommendations. 49.2 The directors must maintain accounting records in accordance with the Companies Acts.
50. ANNUAL REPORT, RETURN AND REGISTER 50.1 The directors shall comply with the requirements of the Charities Act 1993 with respect to: a) the transmission of the statements of account to the Commission; b) the preparation and transmission of an annual report to the Commission; c) the preparation and transmission of an annual return to the Commission. 50.2 Any changes to the Central Register of Charities must be notified to the Commission without delay.
51. COMMUNICATION - 51.1 Unless otherwise provided in the articles, notices under the Companies Act 2006 may be sent in any manner authorised by that Act. 51.2 Notices to directors in connection with decision-making may be sent in any way that the director in question has indicated is acceptable to them.
52. Notices under the articles: 52.1 must be in writing; or 52.2 may be given in electronic form.

53.1 The charity may give a notice to a member: a) personally; b) by sending it by post in a prepaid envelope addressed to the member at their registered address; c) by leaving it at that address; d) by giving it in electronic form. 53.2 A member who has no registered address within the UK shall not be entitled to receive any notice from the charity.

54. A member present in person at any meeting of the charity shall be deemed to have received notice of the meeting.

55.1 Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. 55.2 Proof that a notice contained in an electronic communication was properly addressed and sent shall be conclusive evidence that the notice was given, in accordance with section 1147 of the Companies Act 2006. 55.3 A notice shall be deemed to be given: a) 48 hours after the envelope containing it was posted; or b) 48 hours after an electronic communication was sent.

56. INDEMNITY - 56.1 The charity may indemnify a director against any liability incurred in that capacity, to the extent permitted by sections 232 to 234 of the Companies Act 2006. 56.2 A "relevant director" means any director or former director of the charity.

56A. The charity may indemnify an auditor: 56A.1 if a successful defence is made (in either civil or criminal proceedings); or 56A.2 in connection with an application under section 1157 of the Companies Act 2006 for relief from liability, if the court grants relief because the auditor acted honestly and reasonably.

57. RULES - 57.1 The directors may make such reasonable rules or bye-laws as they may deem necessary or expedient. 57.2 The bye-laws may regulate the following matters: a) the admission of members (including organisations), the rights and privileges of such members, and the entrance fees and subscriptions payable; b) the conduct of members in relation to one another, and to the charity’s employees and volunteers; c) the temporary use of the charity’s premises; d) the procedure at general meetings and meetings of the directors, to the extent that such procedure is not regulated by the Companies Acts or by these articles; e) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association. 57.3 The charity in general meeting has the power to alter, add to or repeal the rules or bye-laws. 57.4 The directors must adopt such means as they think sufficient to bring the rules and bye-laws to the notice of members. 57.5 The rules or bye-laws shall be binding on all members. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, the articles.
58. DISSOLUTION - 58.1 The members may resolve before or at the time of dissolution that any net assets of the charity after all its debts and liabilities have been paid, shall be applied: a) directly for the objects; or b) by transfer to one or more charities with the same or similar objects; or c) to charitable objects that the members specify, provided they are consistent with the purposes of the charity. 58.2 If the members do not make such a resolution, the directors may decide. 58.3 In no circumstances shall the net assets of the charity be paid to or distributed among the members (except to a member that is itself a charity). If no resolution is made, the court or the Commission shall decide how the net assets are to be applied for charitable purposes.