THE COMPANIES ACTS 1978 to 1981
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
OF
THE DODDINGTON AND ROLLO COMMUNITY ASSOCIATION LIMITED
1. NAME The name of the Company (hereinafter called the Community Association) is "THE DODDINGTON AND ROLLO COMMUNITY ASSOCIATION LIMITED"
2. REGISTERED OFFICE The Registered Office of the Community Association will be situated in England.
3. OBJECTS AND POWERS (A) The Community Association is established to promote in North Battersea in general and the Doddington and Rollo Estates in particular opportunities for education, training and employment, and to provide in those areas facilities for recreation and community activities. (B) In furtherance of the said purposes but not further or otherwise the Community Association shall have and may exercise all or any of the following powers:-
(a) Encourage and assist statutory authorities, voluntary organisation and other groups and individuals to provide and make available community and recreational facilities similar to those of the Community Association and to concern themselves with the purposes for which the Community Association is established:
(b) Apply for invite obtain collect and receive money, funds securities and other sources of income and capital by way of contributions, grants legacies, sale of publications of the Community Association and other lawful methods and receive gifts by will and inter vivos of property of any description whether or not subject to express trusts;
(c) Provide endow furnish and fit out with all necessary furniture others equipment and maintain and manage such buildings and other premises as may from time to time be required for the purpose of the Community Association;
(d) Employ and retain on a full time or part time basis and on such terms as to pay and other conditions of employment of the Community Association shall agree or on a voluntary basis all such officers and servants as may be required for the purposes of the Community Association and to accept and supervise workers seconded to the Community Association;
(e) Purchase take on lease or licence and otherwise hold freehold and lease hold property with full power to lease sub-lease or licence occupation of all or any part of such property;
(f) Purchase take on lease or licence hire subscribe for and by any other lawful means acquire plant machinery, appliances, equipment, vehicles, furniture, books, periodicals publications, newspapers, stationery supplies and any other Chattels whatsoever;
(g) Sell grant leases tenancies (of whatever kind) or licences or dispose of mortgage or in any way turn to account all or any of the property or assets of the Community Association and to do go for or without any consideration and subject to such terms and conditions be thought expedient;
(h) Borrow or raise money upon such terms and on such security as may be considered expedient and in particular by mortgage charge or lien upon all or any of the property and assets of the Community Association (both present and future) and by the issue of any security of indemnity to any person wham the Community Association for as security for any liability undertaken by it;
(i) Enter into any contract of insurance howsoever in respect of any matter in which the Community Association has an insurable interest and in particular but without derogating from the generality of the foregoing in connection with any real or personal property in which the Community Association shall have any interest or with any acts or commissions done by persons employed by or seconded to the Community Association including indemnity insurance in respect of any fraudulent negligent and other tortuous acts by any such persons;
(j) Establish promote or co-operate with or become a part affiliate or associate on or act and or appoint trustees agents nominees or delegates to control manage and superintend any charitable institutions trusts associations or bodies incorporate or unincorporated, the objects of which are wholly or in part similar to those of the Community Association;
(k) To undertake and execute or to create any charitable trust to support or subscribe to any charitable funds or institution and it deemed desirable for such purpose to pay sums of money to any charitable fund or institution;
(l) Invest the monies of the Community Association not immediately required for its purposes in or upon such investment security or property as may be determined from time to time subject nevertheless to such conditions (if any) as may for the time being imposed or imposed or required by law and subject also as hereinafter provided;
(m) To grant pensions and retirement benefits to or for employees or former employees of the Community Association and to the widows widowers children and other dependants of deceased employees, and to pay or subscribe to funds or schemes for the provision of pensions and retirement benefits for employees or former employees of the Community Association, their widowers widows children and other dependants;
(n) Enter into arrangements with any government or authority supreme municipal local or otherwise and obtain from such government or authority any rights privileges and concessions and carry out exercise and comply with such arrangement rights privileges and concessions
(o) Draw, accept and negotiate bills of exchange promissory and others suitable
(p) Undertake from time to time programme of consultation in the area of North Battersea or of the Doddington and Rollo Estates or in both such area for the purpose of furthering the objects of the Community Association;
(q) Do all such other things as shell further the above objects or any of them.
Provided that:
In case the Community Association shall take or hold any property which may be subject to any trust the Community Association shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.
4. The liability of the members is limited.
5. (i)The income and property of the Charity shall be applied solely towards the promotion of the Objects.
(ii) (a) A Director is entitled to be reimbursed from the property of the Charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Charity.
(b) A Director may benefit from trustee indemnity insurance cover purchased at the Charity's expense.
(iii) None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Charity. This does not prevent a member who is not also a Director receiving:
(a) a benefit from the Charity in the capacity of a beneficiary of the
Charity;
(b) reasonable and proper remuneration for any goods or services
supplied to the Charity.
(iv) No Director may:
(a) buy any goods or services from the Charity;
(b) sell goods, services, or any interest in land to the Charity;
(c) be employed by, or receive any remuneration from the Charity;
(d) receive any other financial benefit from the Charity; including those payments under sub-clause (v) of this clause; unless the Directors obtain the prior written approval of the Commission and fully comply with any procedures it prescribes.
(v) (a) A Director may receive a benefit from the Charity in the capacity of a beneficiary of the Charity.
(b) A Director may be employed by the Charity or enter into a contract for the supply of goods or services to the Charity, other than for acting as a Director.
(c) A Director may receive interest on money lent to the Charity at a reasonable and proper rate not exceeding 2% per annum below the base rate of a clearing bank to be selected by the Directors.
(d) A Director may receive rent for premises let by the Director to the Charity if the amount of the rent and the other terms of the lease are reasonable and proper.
(vi) (a) The Charity and its Directors may only rely upon the authority provided by sub-clause 5(v) if each of the following conditions is satisfied:
(i) The remuneration or other sums paid to the Director do not exceed an amount that is reasonable in all the circumstances.
(ii) The Director is absent from the part of any meeting at which there is discussion of:
• his or her employment or remuneration, or any matter concerning the contract; or
• his or her performance in the employment, or his or her performance of the contract; or
• any proposal to enter into any other contract or arrangement with him or her or to confer any benefit upon him or her that would be permitted under sub-clause 5(v); or
• any other matter relating to a payment or the conferring of any benefit permitted by sub-clause 5(v).
(iii) The Director does not vote on any such matter and is not to be counted when calculating whether a quorum of Directors is present at the meeting.
(iv) The other Directors are satisfied that it is in the interests of the Charity to employ or to contract with that Director rather than with someone who is not a Director. In reaching that decision the Directors must balance the advantage of employing a Director against that disadvantages of doing so (especially the loss of the Director's services as a result of dealing with the Director's conflict of interest).
(v) The reason for their decision is recorded by the Directors in the minute book.
(vi) A majority of the Directors then in office have received no such payments.
(b) The employment or remuneration of a Director includes the engagement or remuneration of any firm or company in which the Director is:
(i) a partner;
(ii) an employee;
(iii) a consultant;
(iv) a director; or
(v) a shareholder, unless the shares of the company are listed on a recognised stock exchange and the Director holds less than 1% of the issued capital.
6. Every member of the Community Association undertakes to contribute to the assets of the Community Association in the event of the same being wound up which he or she is a member of within one year after he or she ceases to be a member for payment of the debts liabilities of the Community Association contracted before he or she ceased to be a member and of the costs charges and expenses of winding up and for the adjustment of the rights of contributories among themselves such amount as may be required not exceeding ten pence.
2004.12.01 Updated and amended clause 5
