PT 2023 000474 - [2025] EWHC 2397 (Ch)

The federation is a membership organisation representing businesses that manufacture, supply or install glass and glazing in the United Kingdom and Ireland. It was founded in January 1977 as an unincorporated association. On 31 August 2000 it was incorporated as a private company limited by guarantee without share capital, and named the “Glass and Glazing Federation”.

The federation’s memorandum and articles are drawn widely. They are dated 22 August 2000 and were altered by special resolution dated 24 January 2001. Its objects are, “to carry on business as a general commercial company” (clause 3.8) and “to do all such other things as may be deemed incidental or conducive to the attainment of the Company’s objects or any of them” (clause 3.26). The federation’s articles set out at article 6 membership of the federation and at articles 7 to 11, how a member may resign or have its membership terminated.

The federation’s articles were updated, adopted by special resolution dated 30 September 2014. Part 4 deals with members and the conduct of general meetings. Article 32 provides that,

“No person shall become a member of the Company unless

32 1 that person has completed an application for membership in a form approved in accordance with the Rules, and

32 2 that application has been approved in accordance with the Rules”

The reference to “Rules” is a reference to the federation rules.

Article 33 provides that,

“33 1 A member may withdraw from membership of the Company only in accordance with the provisions for withdrawal specified in the Rules or, in the event that the Rules do not contain any such provisions, by giving at least three calendar months' written notice to the Company

33 2 Membership is not transferable

33 3 A person's membership terminates immediately when that person dies or ceases to exist”

The claimant was incorporated on 21 December 1979 as a private company limited by shares. All the claimant’s shares are held on bare trust for the federation. Mr Agnew holds 2 ordinary shares and HSBC Marking Name Nominee UK Ltd holds 98 ordinary shares.

The claimant’s Memorandum of Association dated 26 November 1979 sets out at clause 3(1) the objects of the company as,

“To provide services for the Glass and Glazing Federation including the establishment maintenance and administration of a fund ("the Fund") for the benefit of members of the public who suffer, or would otherwise suffer loss arising from non-fulfilment of a contract effected between the member of the public and a member of the Glass and Glazing Federation. ”

Further clause 3(3) provides that,

“To hold any surplus monies of the Fund by way of reserve in such amount the Company may determine, and subject thereto, to hold the surplus of any accumulated fund in trust for the persons subscribing to the Fund in the proportion that the sum or sums contributed by each such subscriber respectively bears to the said surplus, and on a winding up of the Company and/or of the Fund to distribute any such surplus among such subscribers in such proportion subject to exceptions in the case of small subscribers.”

Rule 3(21),

“To do all such other things as may be considered to be incident or conducive to any of the above objects”.