[{"data":1,"prerenderedAt":-1},["ShallowReactive",2],{"doc-detail-199319-en":3,"doc-seo-199319-105":30,"detail-sidebar-cat-0-en-105":89},{"code":4,"msg":5,"data":6},0,"success",{"doc_id":7,"user_id":8,"nickname":9,"user_avatar":10,"doc_module":4,"category_id":11,"category_name":12,"doc_title":13,"doc_description":14,"doc_content":15,"file_id":16,"file_url":17,"file_type":18,"file_size":19,"view_count":20,"is_deleted":4,"is_public":20,"is_downloadable":20,"audit_status":20,"page_count":21,"language":22,"language_code":23,"site_id":24,"html_lang":23,"table_of_contents":25,"faqs":26,"seo_title":27,"seo_description":14,"update_tm":28,"read_time":29},199319,5909887254083,"\tWilliam","https://ap-avatar.wpscdn.com/davatar_276721f389ce27ea32af1340a28f341c",4,"Exam","CPA Articles of Association - Frequently Asked Questions","This FAQ explains why the CPA needs Articles of Association and how incorporation as a company limited by guarantee affects members. It clarifies whether the Articles mirror the existing constitution, the replacement of the CPA committee with a board of directors, and member liability limited to £1.00. It also covers director appointment limits, election and retirement rules, voting and meeting requisition procedures, expulsion grounds, and how the Articles can be amended via special resolution.","FAQs  \n1 Why does the CPA need a set of Articles of Association?  \nCurrently CPA is an unincorporated association (and treated as a club or society) in relation to which its members have unlimited liability. Incorporation as a company limited by guarantee will limit each member’s liability to £1.00 and will also create a legal entity which is able to own assets such as the CPA logo on behalf of members. It is a requirement of the Companies Act 2006 that a company has articles of association.  \n2 Do the Articles simply mirror the existing Constitution?  \nSo far as possible the provisions of the existing constitution have been reflected in the Company’s articles. In particular, the provisions relating to the different categories of member and the admission and expulsion of members have been retained. The Company will be run by a board of directors rather than a committee in relation to which certain provisions of the Companies Act 2006 apply. However, so far as possible the governance structure of the CPA has been replicated in relation to the Company.  \n3 What is the status of the CPA Committee under the Articles?  \nThe CPA committee will be replaced by the Company’s board of directors. The directors appointed on the incorporation of the Company will be the existing committee members, who will subsequently be subject to retirement by rotation in accordance with the Company’s articles.  \n4 What liability do I have as a Member under the Articles?  \nA member’s liability will be limited to £1.00.  \n5 How many Directors can be appointed under the Articles?  \nThe initial directors of the Company will be the existing CPA committee members.  \nThe maximum number of directors will not exceed 20 comprising the following:  \n􀁸 the Chairman and Vice Chairman  \n􀁸 the Administrator  \n􀁸 12 elected members (drawn from the ordinary members)  \n􀁸 4 co-opted members  \n􀁸 the past Chairman  \nElected directors will hold office for two years and will be elected by the members by ballot. Half of the elected directors will retire each year.  \nThe directors who will retire at the first AGM of the Company will be those who were originally appointed to the CPA committee 2 years ago.  \n6 Do the Articles change the election process?  \nNo, directors are elected in the same way that committee members were elected previously. The Company’s articles provide for the continued existence of committees, working parties and regional branches which will all remain in place.  \n7 Has the eligibility criteria for Membership changed under the Articles?  \nThis remains unchanged.  \n8 In what circumstances do the Articles allow for expulsion of a Member?  \nThe provisions of the articles relating to the expulsion of members mirror the provisions of the CPA’s existing constitution.  \n9 Do I need to attend a meeting in order to vote?  \nIn order to vote at a general meeting of the Company it will be necessary for members to attend in person or to appoint a proxy. The board of directors may decide to put a particular issue to the membership as a whole by way of an electronic vote in substitution for a vote at a meeting.  \n10 How does a Member call for a meeting to be held?  \n50 members (or, if lower, 5 per cent of the voting members) can call for a general meeting to be held within 21 days of requisition.  \n11 Why do the Articles increase the number of members who can call for a meeting from 25 to 50?  \nWhen the original constitution of the CPA was prepared, membership was circa 100, so 25 members (25%) of the membership were required to call a meeting. With nearing 700 members, 25 members calling a meeting is unrepresentative of the membership. However, raising the members needed using a 25% requirement would make it virtually impossible for someone to call a meeting. For that reason, the committee has recommended an increase to 50 members.  \n12 Are the Rules of the CPA part of the Articles?  \nThe rules are not part of the Articles. Rules are more for house-keeping and administrat","cbCaimV4wRToGBJu","https://ap.wps.com/l/cbCaimV4wRToGBJu","pdf",116022,1,2,"English","en",105,"# Frequently Asked Questions\n## Governance and legal status\n## Membership, voting, and meetings\n## Directors and expulsion\n## Amendments to the Articles","[{\"question\":\"Why does the CPA need a set of Articles of Association?\",\"answer\":\"The CPA is currently an unincorporated association, where members have unlimited liability. Incorporation as a company limited by guarantee limits liability to £1.00 and creates a legal entity that can own assets on behalf of members. The Companies Act 2006 requires a company to have articles of association.\"},{\"question\":\"Do the Articles simply mirror the existing Constitution?\",\"answer\":\"As far as possible, the provisions of the existing constitution are reflected in the company’s articles, including member categories and admission/expulsion. The governance structure is replicated so the company is run by a board of directors rather than the previous committee structure.\"},{\"question\":\"How can the Articles be amended?\",\"answer\":\"The company’s articles can be amended by a special resolution of the members. The resolution must be supported by 75% of those members who vote.\"}]","CPA Articles of Association - Frequently Asked Questions | PDF",1788505635,5,{"code":4,"msg":31,"data":32},"ok",{"site_id":24,"language":23,"slug":33,"title":13,"keywords":34,"description":14,"schema_data":35,"social_meta":84,"head_meta":86,"extra_data":88,"updated_unix":28},"cpa-articles-of-association-frequently-asked-questions","",{"@graph":36,"@context":83},[37,52,66],{"@type":38,"itemListElement":39},"BreadcrumbList",[40,44,47,50],{"item":41,"name":42,"@type":43,"position":20},"https://docshare.wps.com","Home","ListItem",{"item":45,"name":46,"@type":43,"position":21},"https://docshare.wps.com/document/","Document",{"item":48,"name":12,"@type":43,"position":49},"https://docshare.wps.com/document/exam/",3,{"item":51,"name":13,"@type":43,"position":11},"https://docshare.wps.com/document/cpa-articles-of-association-frequently-asked-questions/199319/",{"url":51,"name":13,"@type":53,"author":54,"headline":13,"publisher":56,"fileFormat":59,"inLanguage":23,"description":14,"dateModified":60,"datePublished":60,"encodingFormat":59,"isAccessibleForFree":61,"interactionStatistic":62},"DigitalDocument",{"name":9,"@type":55},"Person",{"url":41,"name":57,"@type":58},"DocShare","Organization","application/pdf","2026-09-04",true,{"@type":63,"interactionType":64,"userInteractionCount":20},"InteractionCounter",{"@type":65},"ViewAction",{"@type":67,"mainEntity":68},"FAQPage",[69,75,79],{"name":70,"@type":71,"acceptedAnswer":72},"Why does the CPA need a set of Articles of Association?","Question",{"text":73,"@type":74},"The CPA is currently an unincorporated association, where members have unlimited liability. Incorporation as a company limited by guarantee limits liability to £1.00 and creates a legal entity that can own assets on behalf of members. The Companies Act 2006 requires a company to have articles of association.","Answer",{"name":76,"@type":71,"acceptedAnswer":77},"Do the Articles simply mirror the existing Constitution?",{"text":78,"@type":74},"As far as possible, the provisions of the existing constitution are reflected in the company’s articles, including member categories and admission/expulsion. The governance structure is replicated so the company is run by a board of directors rather than the previous committee structure.",{"name":80,"@type":71,"acceptedAnswer":81},"How can the Articles be amended?",{"text":82,"@type":74},"The company’s articles can be amended by a special resolution of the members. 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