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Companies Acts 1985 & 1989
Company Limited by Guarantee and not having
a Share Capital
Memorandum and Articles of Association
of Wells Area Partnership
1 The company's
name is Wells Area Partnership (and in this document it is
called the Charity).
2 The Charity's
registered office is to be situated in England.
- The Charity's objects (the Objects) are
The
promotion for the public benefit of urban or rural regeneration
in areas of social and economic deprivation and in particular
in the town and neighbouring parishes of Wells-next-the-Sea
("The Wells Area) by undertaking, encouraging, supporting
and supplementing measures for:
a. the creation of training and employment opportunities by
the provision of workspace, buildings and/or land for use on
favourable terms
b. the advancement of education, training or retraining amongst
people in the community
c. the provision and assistance in the provision, maintenance
and improvement of housing, transport and other servcies for
those who have need of them provided that such power shall
not extend to relieving any local authorities or other bodies
of a statutory duties to provide such services
d. the maintenance, improvement or provision of public
amenities
e. the preservation of buildings or sites of historic or architectural
importance
f. the provision or assistance in the provision of recreational
facilities for the public at large and/or those who, by reasons
of their youth, age, infirmity or disablement, poverty or social
and economic circumstances, have need of such facilities
g. the protection or conservation of the environment
h. the promotion of public safety and prevention of crime
i. such other means as may from time to time be determined
subject to the prior consent of the Charity Commissioners for
England and Wales.
4 (1) In addition to any other powers it
may have, the Charity has the following powers in order to
further the Objects (but not for any other purpose):
(a) to raise funds. In doing so, the Charity
must not undertake any substantial permanent trading activity
and must comply with any relevant statutory regulations;
(b) to buy, take on lease or in exchange, hire
or otherwise acquire any property and to maintain and equip
it for use;
(c) to sell, lease or otherwise dispose of all
or any part of the property belonging to the Charity. In exercising
this power, the Charity must comply as appropriate with sections
36 and 37 of the Charities Act 1993;
(d) to
borrow money and to charge the whole or any part of the property belonging
to the Charity as security for repayment of the money borrowed. The
Charity must comply as appropriate with sections 38 and 39 of the Charities
Act 1993 if it wishes to mortgage land;
(e) to co-operate
with other charities, voluntary bodies and statutory authorities and to exchange
information and advice with them
(f) to establish or support any charitable
trusts, associations or institutions formed for any of the
charitable purposes included in the Objects;
(g) to acquire, merge with or to enter into any
partnership or joint venture arrangement with any other charity
formed for any of the Objects;
(h) to set aside income as a reserve against future
expenditure but only in accordance with a written policy about
reserves;
(i) to employ and remunerate such staff as are
necessary for carrying out the work of the Charity. The Charity
may employ or remunerate a Director only to the extent it is
permitted to do so by clause 5 and provided it complies with
the conditions in that clause;
(j) to:
(i) deposit or invest funds;
(ii) employ a professional fund-manager; and
(iii) arrange for the investments or other property of the
Charity to be held in the name of a nominee;
in the same manner and
subject to the same conditions as the trustees of a trust are permitted to
do by the Trustee Act 2000;
(k) to provide indemnity insurance for the Directors
or any other officer of the Charity in relation to any such
liability as is mentioned in sub-clause (2) of this clause,
but subject to the restrictions specified in sub-clause (3)
of the clause;
- to pay out of the funds of the Charity the costs of forming
and registering the Charity both as a company and as a charity;
- to do all such other lawful things as are necessary
for the achievement of the Objects
- The Liabilities referred to in sub-clause (1)(I) are:
- any liability that by virtue of any rule of law would otherwise
attach to a director of a company in respect of any negligence,
default breach of duty or breach of trust of which he or
she may be guilty in relation to the Charity;
- the liability to make a contribution to the Charity's assets
as specified in section 214 of the Insolvency Act 1986 (wrongful
trading).
(3) (a) The
following liabilities are excluded from sub-clause (2)(a):
- fines
- costs of unsuccessfully defending criminal prosecutions
for offences arising out of the fraud, dishonesty or wilful
or reckless misconduct of the Director or other officer;
- liabilities to the Charity that result from conduct that
the Director or other officer knew or must be assumed to
have known was not in the best interests of the Charity or
about which the person concerned did not care whether it
was in the best interests of the Charity or not.
(b) There is excluded from sub-clause 2(b)
any liability to make such a contribution where the basis of
the Director's liability is his or her knowledge prior to the
insolvent liquidation of the Charity (or reckless failure to
acquire that knowledge) that there was no reasonable prospect
that the Charity would avoid going into insolvent liquidation.
5 (1) The income and property of the Charity
shall be applied solely towards the promotion
of the Objects.
(2) (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.
- Subject to the restrictions in sub-clauses 4(2) and 4(3),
a Director may benefit from trustee indemnity insurance cover
purchased at the Charity's expense.
(3) 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 benefit from the Charity in the capacity of a beneficiary
of the Charity
- reasonable and proper remuneration for any goods or services
supplied to the Charity.
(4) No Director may:
- buy any goods or services from the Charity;
- sell goods, services or any interest in land to the Charity;
- be employed by or receive any remuneration from the Charity;
- receive any other financial benefit from the Charity;
unless the payment or transaction is previously and expressly
authorised in writing by the Charity Commission.
6. The liability of the
members is limited.
7. Every
member promises, if the Charity is dissolved while he or she
is a member or within twelve months after he or she ceases
to be a member, to contribute such sum (not exceeding £10)
as may be demanded of him or her towards the payment of the
debts and liabilities of the Charity incurred before he or
she ceases to be a member, and of the costs charges and expenses
of winding up, and the adjustment of the rights of the contributories
among themselves.
8 (1) The members of the Charity may at any time
before, and in expectation of, its dissolution resolve that
any net assets of the Charity after all its debts and liabilities
have been paid, or provision has been made for them, shall
on or before the dissolution of the Charity be applied or transferred
in any of the following ways:
- by transfer to any charity or charities for purposes similar
to the Objects; or
- to any charity for use for particular purposes that fall
within the Objects; or
- to any charity for use for particular purposes that fall
within the Objects;
(2) Subject
to any such resolution of the members of the Charity, the Directors
of the Charity may
at any time before and in the expectation of its dissolution resolve
that any net assets if the Charity after all its debts and
liabilities have been paid, or provision made
for them, call on dissolution of the Charity be applied
or transferred:
(a) directly
for the Objects; or
(b) by transfer
to any charity or charities for purposes similar to the Objects; or
(c) to any
charities for use for particular purposes that fall within the Objects.
(3) In no circumstances shall
the net assets of the charity be paid to or distributed among
the members of the Charity (except to a member that is itself
a charity) and if no such resolution is passed by the members
or the Directors the net assets of the Charity shall be applied
for charitable purposes as directed by the court or the Commission.
THE COMPANIES ACT 1985 AND
1989
Company Limited by Guarantee and not having a Share
Capital
ARTICLES OF ASSOCIATION OF Wells Area Partnership
Interpretation
1. In these
articles:
"the Charity" means the company intended to be regulated by these
articles;
"the Act" means the Companies Act 1985 including any statutory modification
or reenactment thereof for the time being in force;
"the articles" means these Articles of Association of the Charity;
"clear days" in relation to the period of a notice means the period
excluding the day that the notice is given or deemed to be given and the day
for which it is given or on which it is to take effect;
"executed" includes any mode of execution;
"the memorandum" mean the memorandum of association of the Charity; "office" means
the registered office of the Charity;
"the seal" means the common seal of the Charity
if it has one;
"secretary" means the secretary of the Charity or
any other person appointed to
perform the duties of the secretary of the Charity, including
a joint, assistant or deputy secretary;
"the trustees" means the directors of the Charity
(and "trustee" has a corresponding meaning);
"the United Kingdom" means Great Britain and Northern
Ireland; and
words importing the masculine gender only shall include the
feminine gender.
Subject as aforesaid, words or expressions contained in these
Articles shall, unless the context requires otherwise, bear
the same meaning as in the Act.
Members.
2. The
subscribers to the memorandum are the first members of the
Charity.
(1) Membership of Wells Area Partnership shall be open
to any individual or group whose objectives are compatible
with the objects of Wells Area Partnership who:
a) apply to the charity in the form required by the Trustees
and:
b) are approved
by the Trustees
(2) Membership of the Steering Group shall comprise those
representatives of the member organisations and groups as agreed
annually by the organisation.
(3) The Steering Group shall have the right for good and sufficient
reason to terminate the membership of (i) any individual, voluntary
organisation or statutory authority, or (ii) any person being
a member by virtue of sub-clause (b) of this clause provided
that the individual person or persons representing such organisation
or authority (as the case may be) and the person or persons
being members by virtue of sub-clause (b) hereof shall have
the right to be heard by the Steering Group before a decision
is made.
General Meetings.
3. The Charity shall hold an annual general meeting
each year in addition to any other meetings in that year, and
shall specify the meeting as such in the notices calling it;
and not more than 15 months shall elapse between the date of
one annual general meeting of the Charity and that of the next:
Provided that so long as the Charity holds its first annual
general meeting within 1 8months of its incorporation, it need
not hold it in the year of its incorporation or in the following
year. The annual general meeting shall be held at such time
and in such places as the trustees shall appoint. All general
meetings other than annual general meetings shall be called
extraordinary general meetings.
4. The trustees may call general meetings and,
on the requisition of members pursuant to the provisions of
the Act, shall forthwith proceed to convene an extraordinary
general meeting for a date not later than eight weeks after
receipt of the requisition. If there are not within the United
Kingdom sufficient trustees to call a general meeting, any
trustee or any member of the Charity may call a general meeting.
Notice of general meetings
5. An annual general meeting and an extraordinary
general meeting called for the passing of a special resolution
appointing a person as a trustee shall be called by at least
21 clear days' notice but a general meeting may be called by
shorter notice if it is so agreed:
(I) in the case of an annual general
meeting, by all the members entitled to attend and vote; and
(2) in the case of any other meeting by a majority
in number of members having a right to attend and vote, being
a majority together holding not less than 95% of the total
voting rights at the meeting of all the members.
The notice shall specify the time and place of the meeting
and the general nature of the business to be transacted and,
in the case of an annual general meeting, shall specifiy the
meeting as such.
The notice shall be given to all the members and to the trustees
and auditors.
6. The accidental omission to give notice of a
meeting to, or the non-receipt of notice of a meeting by, any
person entitled to receive notice shall not invalidate the
proceedings of that meeting.
Proceedings at general meetings.
7. No business shall be transacted at any meeting
unless a quorum is present. Three persons entitled to vote
upon the business to be transacted, each being a member or
a duly authorised representative of a member organisation,
or one tenth of the total number of such persons for the time
being, shall constitute a quorum.
8. If a quorum is not present within half an hour
of the time appointed for the meeting, or if during a meeting
a quorum ceases to be present, the meeting shall be adjourned
to the same day in the next week at the same time and place
or to such time and place as the trustees may determine.
9. The chairman, if any, of the trustees or in
his absence some other trustee nominated by the trustees shall
preside as chairman of the meeting, but if neither the chairman
nor such other trustee (if any) be present within fifteen minutes
of the time appointed for holding the meeting and willing to
act, the trustees present shall elect one of their number to
be chairman and, if there is only one trustee present and willing
to act, he shall be chairman.
10. If no trustee is willing to act as chairman, or if no
trustee is present within fifteen minutes of the time appointed
for holding the meeting, the members present and entitled to
vote shall choose one of their number to be chairman.
11. A trustee shall, notwithstanding that he is not a member,
be entitled to attend and speak at any general meeting.
12. The chairman may, with the consent of
a meeting at which a quorum is present (and shall if so directed
by the meeting), adjourn the meeting from time to time and
from place to place, but no business shall be transacted at
an adjourned meeting other than the business that might properly
have been transacted at the meeting had the adjournment not
taken place. When a meeting is adjourned for 14 days or more,
at least 7 clear days notice shall be given specifying the
time and the place of the adjourned meeting and the general
nature of the business to be transacted. Otherwise it shall
not be necessary to give any such notice.
13. A resolution put to the vote of a meeting
shall be decided on a show of hands unless before, or on the
declaration of the result of, the show of hands a poll is duly
demanded. Subject to the provisions of the Act, a poll may
be demanded:
(1) by the chairman: or
(2) by at least 2 members having the right to vote at the
meeting; or
(5) by a members or members representing not less than one
tenth of the total
voting rights of all the members having the right to vote
at the meeting.
14. Unless a poll is duly demanded a declaration
by the chairman that a resolution has been carried or carried
unanimously, or by a particular majority, or lost, or not carried
by a particular majority and an entry to that effect in the
minutes of the meeting shall be conclusive evidence of the
fact without proof of the number or proportion of the votes
recorded in favour of or against the resolution.
15. The demand for a poll may be withdrawn,
before the poll is taken, but only with the consent of the
chairman; the withdrawal of the demand for a poll shall not
invalidate the result of a show of hands declared before the
demand for a poll was made.
16. A poll shall be taken as the chairman
directs and he may appoint scrutineers (who need not be members)
and fix a time and place for declaring the results of the poll.
The result of the poll shall be deemed to be the resolution
of the meeting at which the poll was demanded.
17. In the case of an equality of votes,
whether on a show of hands or on a poll, the chairman shall
be entitled to a casting vote in addition to any other vote
he may have.
18. A poll demanded on the election of a
chairman or on a question of adjournment shall be taken immediately.
A poll demanded on any other question shall be taken either
immediately or at such time and place as the chairman directs
not being more than thirty days after the poll is demanded.
The demand for a poll shall not prevent the continuance of
a meeting for the transaction of any business other than the
question of which the poll is demanded. If a poll is demanded
before the declaration of the result of a show of hands and
the demand is duly withdrawn, the meeting shall continue as
if the demand had not been made.
19. No notice need be given of a poll not
taken immediately if the time and place at which it is to be
taken is announced at the meeting at which it is demanded.
In other cases at least 7 clear days notice shall be given
specifying the time and place at which the poll is to be taken.
Votes of members.
20. Subject to article 17, every member
shall have one vote.
21. No member shall be entitled to vote
at any general meeting unless all moneys then payable by him
to the Charity have been paid.
22. No objection shall be raised to the
qualification of any voter except at the meeting or adjourned
meeting at which the vote objected is to be tendered, and every
vote not disallowed at the meeting shall be valid. Any objection
made in due time shall be referred to the chairman whose decision
shall be final and conclusive.
23. A vote given or poll demanded by a duly
authorised representative of a member organisation shall be
valid notwithstanding the previous determination of the authority
of the person voting or demanding a poll unless noticed of
the determination was received by the Charity at the office
before the commencement of the meeting or adjourned meeting
at which the vote is given or the poll demanded or (in the
case of a poll taken otherwise than on the same day as the
meeting or adjourned meeting) the time appointed for taking
the poll.
24. Any organisation which is a member of
the Charity may by resolution of its Council or other governing
body authorise such person as it thinks fit to act as its representative
at any meeting of the Charity, and the person so authorised
shall be entitled to exercise the same powers on behalf of
the organisation which he represents as the organisation could
exercise of it were an individual member off the Charity.
Trustees.
25. The number of trustees shall not be
less than 3 but (unless otherwise determined by ordinary resolution)
shall not be subject to any maximum.
26. The first trustees shall be those persons
named in the statement delivered pursuant to section 10 (2)
of the Act, who shall be deemed to have been appointed under
the articles. Future trustees shall be appointed as provided
subsequently in the articles.
Powers of trustees.
27. Subject to the provisions of the Act, the memorandum and
articles and to any direction given by special resolution,
the business of the Charity shall be managed by the trustees
who may exercise all the powers of the Charity. No alteration
of the memorandum or the articles and no such direction shall
invalidate and prior act of the trustees which would have been
valid if that alteration had not been made or that direction
had not been given. The powers given by this article shall
not be limited by any special power given to the trustees by
the articles and a meeting of trustees at which a quorum is
present may exercise all the powers exercisable by the trustees.
28. In addition to all powers hereby expressly conferred upon
them and without detracting from the generality of their powers
under the articles the trustees shall have the following powers,
namely:
(1) to
expend the funds of the Charity in such manner as they shall
consider most beneficial for the achievements of the objects
and to invest in the name of the Charity such part of the funds
as they may see fit and direct the sale or transposition of
any such investments and to expend the proceeds of any such
sale in furtherance to the objects of the charity;
(2) To enter into contracts on behalf of the Charity.
Appointment and retirement of trustees.
29. At the first annual general meeting all the trustees shall
retire from office, and at every subsequent annual general
meeting one-third of the trustees who are subject to retirement
by rotation or, if their number is not three or a multiple
of three, the number nearest to one-third shall retire from
office; but, if there is only one trustee who is subject to
retirement by rotation, he shall retire.
30. Subject to the provisions of the Act, the trustees
to retire by rotation shall be those who have been longest
in office since their last appointment or reappointment, but
as between persons who became or were last reappointed trustees
on the same day those to retire shall (unless they otherwise
agree among themselves) be determined by lot.
31. If the Charity at the meeting at which a trustee
retires by rotation, does not fill the vacancy the retiring
trustee shall, if willing to, act, be deemed to have been reappointed
unless at the meeting it is resolved not to fill the vacancy
or unless a resolution for the reappointment of the trustee
is put to the meeting and lost.
32. No person other than a trustee retiring
by rotation shall be appointed or reappointed a trustee at
any general meeting unless:
(1) he is recommended by the trustees; or
(2) not less than fourteen nor more than thirty five
clear days before the date appointed for the meeting, notice
executed by a member qualified to vote at the meeting has been
given to the Charity of the intention to propose that person
for appointment or reappointment stating the particulars which
would, if he were so appointed or reappointed, be required
to be included in the Charity's register of trustees together
with a notice executed by that person of his willingness to
be appointed or reappointed.
33. No person may be appointed as a trustee:
(1) If
they are under the age of 18 years unless the charity is a
registered company; or
(2) in
circumstances such that, had he already been a trustee, he
would have been disqualified from acting under the provisions
of Article 38.
34. Not less than seven nor more than twenty eight clear
days before the date appointed for holding a general meeting
notice shall be given to all persons entitled to receive notice
of the meeting of any person (other than a trustee retiring
by rotation at the meeting) who is recommended by the trustees
for appointment or reappointment as a trustee at the meeting
or in respect of whom notice has been duly given to the Charity
of the intention to propose him at the meeting for appointment
or reappointment as a trustee. The notice shall give the particulars
of that person which would, if he were so appointed or reappointed,
be required to be included in the
Charity's register of trustees.
35. Subject as aforesaid, the Charity may by ordinary
resolution appoint a person who is willing to act to be a trustee
either to fill a vacancy or as an additional trustee and may
also determine the rotation in which any additional trustees
are to retire.
36. The trustees may appoint a person who is willing
to act to be a trustee either to fill a vacancy or as an additional
trustee provided that the appointment does not cause the number
of trustees to exceed any number fixed by or in accordance
with the articles as the maximum number of trustees. A trustee
so appointed shall hold office only until the next following
annual general meeting and shall not be taken into account
in determining the trustees who are to retire by rotation at
the meeting. If not reappointed at such an annual general meeting,
he shall vacate office at the conclusion
thereof
37. Subject as aforesaid, a trustee who
retires at an annual general meeting may, if willing to act,
be reappointed.
Disqualification and removal of trustees.
38. A trustee shall cease
to hold office if he
(1) ceases to be a trustee by any provision
of the Act or is disqualified from acting as a trustee by virtue
of section 72 of the Charities Act 1993 (or any statutory re-enactment
or modification of that provision);
(2) becomes incapable by reason of mental disorder, illness
or injury of managing and administering his own affairs;
(3) resigns his office by notice to the Charity (but only
if at least two trustees will remain in office when the notice
of resignation is to take effect); or
(4) is absent without the permission of the trustees from
all their meetings held within a period of six months and the
trustees resolve that his office be vacated.
Trustees' expenses.
39. The trustees may be paid all reasonable traveling, hotel
and other expenses properly incurred by them in connection
with the discharge of their duties, but shall otherwise be
paid no remuneration.
Trustees' appointments.
40. Subject to the provision of the Act and to Clause 5 of
the memorandum, the trustees may appoint one or more of their
number to the unremunerated office of managing director or
to any other unremunerated executive office under the Charity.
Any such appointment may be made upon such terms as the trustees
determine. Any appointment of a trustee to an executive office
shall terminate if he ceases to be a trustee. A managing director
and a trustee holding an~ other executive office shall not
be subject to retirement by rotation.
41. Except to the extent permitted in clause 5 of the
memorandum, no trustee shall take or hold any interest in property
belonging to the Charity of receive remuneration or be interested
otherwise than as a trustee in any other contract to which
the Charity is party.
Proceedings of trustees.
42. Subject to the provisions of the articles,
the trustees may regulate their proceedings as they think fit.
A trustee may, and the secretary at the request of a trustee
shall, call a meeting of the trustees. It shall not be necessary
to give notice of a meeting to a trustee who is absent from
the United Kingdom. Questions arising at a meeting shall be
decided by a majority of votes. In the case of an equality
of votes, the chairman shall have a second or casting vote.
43. The quorum for the transaction of the
business of the trustees may be fixed by the trustees but shall
not be less than one third of their number or two trustees,
whichever is the greater.
44. The trustees may act, notwithstanding
any vacancies in their number, but, if the number of trustees
is less than the number fixed as the quorum, the continuing
trustees or trustee may act only for the purpose of filling
vacancies of calling a general meeting.
45. The trustees may appoint one of their
number to be chairman of their meetings and may at any time
remove him from that office. Unless he is unwilling to do so,
the trustee so appointed shall preside at every meeting of
trustees at which he is present. But if there is no trustee
holding that office, or if the trustee holding is unwilling
to preside or is not present within five minutes of the time
appointed to hold the meeting, the trustees present may appoint
one of their number to be chairman of the meeting.
46. The trustees may appoint one or more
sub-committees consisting of three or more trustees for the
purpose of making any inquiry or supervising or performing
any function or duty which in the opinion of the trustees would
be more conveniently undertaken or carried out by a sub-committee:
provided that all acts and proceedings of any such sub-committees
shall be fully and promptly reported to the trustees.
47. All acts done by a meeting of trustees,
or of a committee of trustees, shall, notwithstanding that
it be afterwards discovered that there was a defect in the
appointment of any trustee or that any of them were disqualified
from holding office, or had vacated office, or were not entitled
to vote, be as valid as if every such person had been duly
appointed and was qualified and had continued to be a trustee
and had been entitled to vote.
48. A resolution in writing, signed by all
the trustees entitled to receive notice of a meeting of trustees
or of a committee of trustees, shall be as valid and effective
as if it had been passed at a meeting of trustees or (as the
case may be) a committee of trustees duly convened and held.
Such a resolution may consist of several documents in the same
form, each signed by one or more of the trustees.
49. Any bank account in which any part of
the assets of the Charity is deposited shall be operated by
the trustees and shall indicate the name of the Charity. All
cheques and orders for the payment of money from such account
shall be signed by at least two trustees.
Secretary.
50. Subject to the provisions of the Act,
the secretary shall be appointed by the trustees for such term,
at such remuneration (if not a trustee) and upon such conditions
as they may think fit; and any secretary so appointed may be
removed by them.
Minutes.
51. The trustees shall keep minutes in books
kept for the purpose:
(1) of
all appointments of officers made by the trustees; and
(2) of
all proceedings at meetings of the Charity and of the trustees
and of committees of trustees including the names of the trustees
present at each such meeting.
Accounts.
53. Accounts
shall be prepared in accordance with the provisions of Part
VII of the Act. The Financial year shall run from 1st April
to 31 March.
Annual Report.
54. The trustees shall comply with their
obligations under the Charities Act 1992 (or any statutory
re-enactment or modification of the Act) with regard to the
preparation of an annual report and its transmission to the
Commissioners.
Annual Return.
55. The trustees shall comply with their
obligations under the Charities Act 1992 (or any statutory
re-enactment or modification of the Act) with regard to the
preparation of an annual return and its transmission to the
Commissioners.
Notices.
56.Any notice to be given to or by any person pursuant to
the articles shall be in writing except that a notice calling
a meeting of the trustees need not be in writing.
57. The Charity may give any notice to a
members either personally or by sending it by post in a prepaid
envelope addressed to the member at his registered office or
by leaving it at that address. A member whose registered address
is not within the United Kingdom and who gives to the company
an address within the United Kingdom at which notices may be
given to him shall be entitles to have notices given to him
at that address, but otherwise no such member shall be entitled
to receive any notice from the Charity.
58. A member present in person at any meeting
of the Charity shall be deemed to have received notice of the
meeting and, where necessary, of the purposes for which it
was called.
59. Proof that an envelope containing a
notice was properly addressed, prepaid and posted shall be
conclusive evidence that the notice was given. A notice shall
be deemed to be given at the expiration of 48 hours after the
envelope containing it was posted.
Indemnity.
60. Subject to the provisions of the Act
every trustee or other officer or auditor of the Charity shall
be indemnified out of the assets of the Charity against any
liability incurred by him in that capacity in defending any
proceedings, whether civil or criminal, in which judgement
is given in his favour or in which he is acquitted or in connection
with any application in which relief is granted to him by the
court from liability for negligence, default, breach of duty
or breach of trust in relation to the affairs of the Charity.
Rules.
61. (1). The trustees may from time to time
make such rules or bye laws as they may deem necessary or expedient
or convenient for the proper conduct and management of the
Charity and for the purposes of prescribing classes of and
conditions of membership, and in particular but without prejudice
to the generality of the foregoing, they may by such rules
or bye laws regulate:
(i) the admission and classification of members of the
Charity (including the admission of organisations to membership)
and the rights and privileges of such members, and the conditions
of membership and the terms on which members may resign or
have their membership terminated and the entrance fees, subscriptions
and other fees or payments to be made by members.
(ii) the conduct of members of the Charity in relation
to one another, and to the Charity's servants;
(iii) the setting aside of the whole or any part or
parts of the Charity's premises at any particular time or times
or for any particular purpose or purposes;
(iv) the procedure at general meetings and meetings
of the trustees and committees of the trustees in so far as
such procedure is not regulated by the articles;
(v) generally, all such matters as are commonly the
subject matter of company rules.
(2). The Charity in general meeting shall have power to alter,
add to or repeal the rules or bye laws and the trustees shall
adopt such means as they think sufficient to bring to the notice
of members of the Charity all such rules or bye laws, which
shall be binding on all members of the Charity. Provided that
no rule or bye law shall be inconsistent with, or shall affect
or repeal anything contained in, the memorandum or the articles.
We, the persons whose names and addresses are written
below, wish to be formed into a company under this Memorandum and
Articles of Association.
[The persons whose signatures, names, and addresses are
written at the end of the Memorandum will be the first members
of the Company)
Signatures, Names and Addresses of Subscribers
Christopher Ian Rose
12 Jolly Sailors Yard
Wells-next-the-Sea
Norfolk NR23 1LA
Cheryl Anne Crawford
Armeria
Warham road
Wells-next-the-Sea
Norfolk NR23 1NE
Peter Henry Rainsford
Old Customs House
East Quay
Wells-next-the-Sea
Norfolk NR23 1LD
Keith Maurice Leesmith
31 Dogger Lane
Wells-next-the-Sea
Norfolk NR23 1BE
Dated: 10th
October 2006
Witness to the above Signatures:
Name: Fiona
MacCallum
Address: 61
Scarborough Road
Great
Walsingham
Norfolk
NR22 6AB
Occupation: Project
Co-ordinator
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