10.2. Articles of Association

10.2.1. Index to the articles

A company is governed by its Articles of Association, which are the rules by which the company is run. Our articles are just the model articles from Companies House, with the addition of the B-Corp requirements.

You can find more information about the B-Corp legal requirements here. We took the model wording from this document for companies limited by guarantee.

The articles are structured into 5 parts:

1. Interpretation and defining the liabilities of members

2. How the Directors - their role, powers and responsibilities, as well as how they are appointed and meetings are run

3. Members - how meetings are run and how members can participate (note for our purposes, there’s one “Member”, our holding company Pithos)

4. Various administrative arrangements

5. The B-Corp requirements for what Directors must consider when making decisions

Contents

• Part 1: Interpretation and limitation of liability
  • 1. Defined terms
  • 2. Liability of members
• Part 2: Directors
  • Directors’ Powers and Responsibilities
  • Decision-making By Directors
  • Appointment of directors
• Part 3: Members
  • Becoming and ceasing to be a member
  • Organisation of general meetings
  • Voting at general meetings
• Part 4: Administrative arrangements
  • 34. Means of communication to be used
  • 35. Company seals
  • 36. No right to inspect accounts and other records
  • 37. Provision for employees on cessation of business
  • 38. Directors’ Indemnity
  • 39. Directors’ Insurance
• Part 5: B-Corp Governance
  • 40. Objectives
  • 41. Directors’ considerations
  • 42. No obligation to particular stakeholder interests
  • 43. No right or cause of action
  • 44. Annual Impact Report

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Document Information

• Reference: documentation/governance/articles/index.rst

• Last Edited By: Chandima Dutton

• Last Edited: 26th January 2026 at 00:31 UTC

• Effective from: 26th January 2026 at 00:31 UTC

• Git Commit: 2c5fd60

• Note: This is the current approved version. Printed or downloaded copies may be superseded; refer to docs.bettercourses.org for the authoritative version.