MEMORANDUM TO THE DIRECTORS OF ZERO BALANCING UK LIMITED (THE ”COMPANY”)
This document records the expectations of the Company as regards the performance by the directors of their obligations as directors of the Company. Defined terms used in this document have the same meanings as are set out in the Company’s articles of association from time to time and the document setting out the agreement between the Company and the persons paying fees to the Company from time to time.
Specifically, the directors are expected (inter alia) to fulfil the following roles and perform the following obligations:
- Secure compliance by the Company with all laws and regulations that are binding on the Company in relation to data protection, taxation, company law and the Company’s relationship with HMRC, Companies House in the UK and other government agencies;
- Actively consult with the members of the Company in relation to all strategic, financial, education-related and other significant decisions in relation to the Company which are to be made by the directors;
- Maintain the Company’s website in order to ensure the security of the site and a fully-functional search function for Certified Zero Balancers and a course calendar in relation to the UK Certification Programme;
- Update regularly and circulate, not less than twice a year, a directory of Community Members;
- Manage the community membership secretary – that is to say, agree the scope of his role and fee and undertake an annual review of his performance;
- Take out annual public liability and directors’ insurance and any other insurance policy as is deemed appropriate by the directors;
- Recommend to the Company’s annual general meeting for approval by the members of the Company the level of the annual fee which is payable to the Company by the various categories of Community Member;
- Supervise the exercise of the Company’s rights in relation to the name Zero Balancing and related intellectual property rights and ensure that appropriate actions are taken when any infringement of those rights occur;
- Support open, co-operative and mutually supportive organisational relationships within the Company; and
- In conjunction with the members of the Company, put in place two protocols based on the principles and ethics of Zero Balancing as defined in the ZB Core Study Guide (Third Edition) © 2009 by the Zero Balancing Touch Foundation [or the most recent later edition of that guide at the relevant time]: one to handle Community Members’ disciplinary issues and one for supporting the resolution of Community Members’ grievances.