ARTICLES OF ASSOCIATION OF MERTON CHAMBER OF COMMERCE LTD

AS AMENDED AT THE AGM BY SPECIAL RESOLUTION ON 9th May 2013

INTERPRETATION

In these Articles:

“the Act”	means the Companies Act 1985 as amended or updated by subsequent legislation;
“the Acts”	means the Act and every other Act for the time being in force concerning companies and affecting the Company
“the Board”	means the Board of Directors of the Company
“the Company”	means Merton Chamber of Commerce Ltd;
“the Members”	means members of the company, including honorary members
“the Secretary”	means any person appointed to perform the duties of the secretary of the Company;
“the Directors”	means the Directors of the Company;
“the Office”	means the registered office of the company;
“the Auditors”	means the Auditors for the time being of the company;
“these Articles”	means these Articles of Association and the regulations of the Company from time to time in force;

Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in visible form.

Words importing the singular number only shall include the plural number and vice versa.

Words importing the masculine gender shall include the feminine gender.

References to any statute shall be construed as relating to any statutory modification or re-enactment thereof for the time being in force.

Subject as aforesaid, any words or expressions defined in the Acts shall (if not inconsistent with the subject context) bear the same meanings in these Articles.

MEMBERS AND MEMBERSHIP

(a) The Company is established for the purposes expressed in the Memorandum of Association. The number of Members shall be unlimited.
(b) As at the date of adoption of these Articles of Association there shall be one class of member
(c) Members which comprise incorporated or other entities not being individuals shall exercise their membership rights in relation to the Company through a representative duly authorised by such body and notified in writing to the Secretary of the Company at the Office of the Company. Upon notification the Company shall not be concerned to enquire further into the appointment by such a Member of its authorised representative.
(d) Appointment of Directors: Members of the Company shall appoint Directors at a General meeting. Such appointments will be determined by a simple majority of members present.
(e) Resignation and or removal of Director(s) from the Board: If a Director either resigns as Director and does not offer himself for re-election or ceases to be a Director in accordance with these articles or otherwise, a replacement Director will be appointed by the Members of the Company at its next General Meeting.
(f) Apart from at General Meetings, Members who are not also Directors will have no role in day-to-day decision making of the Board.
The Liability of each Member shall be £1.
The Secretary shall keep an accurate Register of Members of the Company
The Secretary shall keep an accurate Register of Directors of the Company
Any member may resign from the company by giving one months notice in writing to the Secretary of his intentions so to do but any person ceasing by any means to be a Member e.g. failure to pay membership subscription fees within the allotted time, shall remain liable for and shall pay to the Company all monies due from him to the Company at the time of his ceasing to be a Member or for which he may become liable under the provisions of the Memorandum of Association.

CHAIRMAN

The Directors may from time to time appoint one of their number to serve as Chairman of the Company and such person shall hold office as chairman for a period of 12 months unless reappointed for a subsequent 12 month period or periods by the Directors and upon such other terms as they think fit. The Directors shall provide for and determine the powers, rights and duties of the Chairman. The Chairman shall be entitled to receive notices of and attend and speak at General Meetings but he shall not by virtue of having been admitted to the office of Chairman be a member of the Company.

GENERAL MEETINGS

The Company shall each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year, and shall specify the meeting a such in the notices calling it; and not more than 15 months shall elapse between the date of one Annual General Meeting of the Company and that of the next. Provided that so long as the Company holds its first Annual General Meeting within18 months after 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 place as the Directors appoint.
All General Meetings other than the Annual General Meeting shall be called Extraordinary General Meetings.
The Directors may, whenever they think fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on requisition in accordance with the Acts. If at any time there are not within the United Kingdom sufficient Directors capable of acting to form a quorum, any five Directors may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Directors.

NOTICE OF GENERAL MEETINGS

An Annual General Meeting and a meeting called for the passing of a Special Resolution shall be called by 21 days notice in writing at the least, and a meeting of the Company other than an Annual General Meeting or a meeting for the passing of a Special Resolution shall be called by 14 days’ notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and shall specify the place, the day and the hour of meeting and, in the case of special business, the general nature of that business, and shall be given in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in General Meeting, to such persons as are, under the Articles of the Company entitled to receive such notices from the company.
Provided that a meeting of the company shall, notwithstanding that it is called by shorter notice than that specified in the Article, be deemed to have been duly called if it is so agreed:
11.1 in the case of a meeting called as an Annual General Meeting, by all Members entitled to attend and vote thereat;
11.2 in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together representing not less than 95% of the total voting rights at that meeting of all the members.
The Accidental omission to give notice to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

All business shall be deemed special that is transacted at an Extraordinary General Meeting, and also all that is transacted at an Annual General Meeting, with the exception of the consideration of the Accounts, Balance Sheets, the Report of the Directors and Auditors, the Election of Directors in the place of those retiring and the appointment and fixing of the remuneration of the Auditors
No business shall be transacted at any General Meeting unless a quorum of Members is present at the time when the meeting proceeds to business and save as herein otherwise provided such Members who can between them cast 5% of the total votes capable of being cast (excluding proxy votes which shall have equal status in all other respects with those voting in person) at any General Meeting are present in person shall be a quorum
If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved; in any case it shall stand adjourned for fourteen days to the same time and place, or adjourned to such other day and at such time and place as the Directors may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the Members present shall be a quorum

The Chairman appointed pursuant to Article 7 shall chair all General Meetings but if he is not present at nay General Meeting, a substitute chairman of the meeting shall be elected by the Members.

If at any meeting no Director is willing to act as Chairman or if no Director is present within 15 minutes after the time appointed for the holding of the meeting, the Members present shall choose one of their number to be Chairman of the meeting.
The Chairman may, with the consent of any 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 any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid it shall not be necessary to give notice of an adjournment or of the business to be transacted at any adjourned meeting.
At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
18.1 by the Chairman; or
18.2 by at least three persons representing Members present in person or by proxy; or
18.3 by any Member or Members present in person or by proxy and representing not less than one tenth of the total voting rights of all Members having the right to vote at the meeting.

Unless a poll be so demanded, a declaration by the chairman that the resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the Minutes of Proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.

Except as provided for in Article 24, if a poll is duly demanded it shall be taken in such manner as the Chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
In the case of the equality of the votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or which the poll is demanded shall not be entitled to a second or casting vote
A poll demanded on the election of a Chairman, or on question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
Subject to the provision of the Act a resolution in writing signed by all the Members for the time being entitled to receive notice of and to attend and vote at General Meetings shall be as valid and effective as if the same had been passed at a General Meeting of the Company duly convened and held
Any matter or thing which may under these Articles be dealt with by ordinary Resolution and is not required by law to be dealt with in general meeting may, if the Directors so resolve, be determined by a postal ballot to be conducted in such manner as the Directors may think fit and any resolution declared by the Directors to have been carried by a majority of the Members voting on such a ballot shall have effect in all respects as if it were an ordinary Resolution duly passes at a meeting of the company duly convened and held.

VOTES OF MEMBERS

On a show of hands, each member present shall have one vote. On a poll, each member present or by proxy shall have one vote.

Subject to the Acts, all matters which fail to be decided by the Directors shall be decided by a bare majority of the votes cast by the Members.

No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.
The Instrument appointing the proxy shall be in writing under the hands of the appointer or his attorney duly authorised in writing. A proxy need not be a Member of the Company.
The instrument appointing a proxy and the power of attorney or other authority, if any, underwhich it is signed or notarially certified copy of that power or authority shall be deposited at the Office of the Company or at such other place within the United Kingdom as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll, and default in the instrument of proxy shall not be treated as valid.
An instrument appointing a proxy shall be in such a form as the Directors may from time to time specify.
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principle or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the proxy is used.

THE OFFICE OF CHIEF EXECUTIVE OF THE COMPANY

The Directors may from time to time appoint a Chief Executive of the Company for such period and on such terms as they think fit and may pay the Chief Executive such reasonable remuneration as the Directors think fit and make such reasonable provision for and grant such pension to the Chief Executive after his retirement as the Directors think fit. The Directors shall have power to provide for the powers, rights and duties of the Chief Executive. The Chief Executive (save as provided below) shall be entitled to receive notices and to attend and speak at the General Meetings and at meetings of the Directors but he shall not by virtue only having been admitted to the office of Chief Executive be a Member or Director of the Company.

DIRECTORS

The number of Directors shall not be less than five and shall not exceed twenty.

BORROWING POWERS

The Directors may exercise all powers of the Company to borrow money, and to mortgage or charge its undertakings and property, or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the Company or any third party.

POWERS AND DUTIES OF DIRECTORS

The Business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Acts or by these Articles, required to be exercised by the Company in General Meeting, subject nevertheless to the provisions of the Act or these Articles and to such regulations being not inconsistent with the aforesaid provisions, as may be prescribed by the Company in General Meeting; but no regulation made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.

DIAQUALIFICATION OF DIRECTORS

The office of Director shall be vacated if the Director:
35.1 without the consent of the Company in General Meeting holds any other office of profit under the Company; or
35.2 becomes bankrupt or makes any arrangement or composition with his creditors generally; or
35.3 becomes prohibited from being a Director by reason of any order made under the Acts; or
35.4 becomes of unsound mind; or
35.5 Resigns his office by notice in writing of the Company; or
35.6 ceases to be a Director by virtue of any provision of the Acts; or
35.7 Shall for more than six consecutive months have been absent without permission of the Directors from meetings of Directors held during that period and the Directors resolve that this office be vacated.

DIRECTORS’ INTERESTS

Subject to the provisions of the Act, and provided that he has disclosed to the Directors the nature and extent of any material interest of his, a Director notwithstanding his office:
36.1 may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;
36.2 may be a Director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise in, any body corporate promoted by the Company or in which the Company is otherwise interested; and
36.3 shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.
For the purposes of Article 36:
37.1 a general notice given to the Directors that a Director is to be regarded as having an interest and an extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction of the nature and extent specified; and
37.2 an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

PROCEEDINGS OF DIRECTORS

The Directors shall meet together for the despatch of business at least once every three months but may otherwise meet, adjourn and regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes cast. In the case of an equality of votes the Chairman shall have a second or casting vote. A Director may, and the Secretary on the requisition of a Director shall, at any time summon a meeting of the Directors.
Save as herein otherwise provided, the quorum necessary for the transaction of business of the Directors shall be 60% of the elected Directors
The continuing Directors may act notwithstanding any vacancy in their body, but, if and so long as their number is reduced below the fixed number by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a General Meeting of the Company but for no other purpose.
The Chairman appointed pursuant to Article 7 shall chair all meetings of Directors which he attends and in addition the Directors may elect a Vice-Chairman of their meetings and determine the period for which he is to hold office; but if at any meeting the Chairman or Vice Chairman is not present within five minutes after the time appointed for holding the same, the Directors present may choose one of their number to be Chairman of the meeting. The Directors may at any time remove the Vice-Chairman from that office by simple majority vote.
The Directors may establish standing committees and each such standing committee shall have at least one Director. The Directors may delegate any one of their powers to any such standing committee. Directors attending any such standing committee shall not be obliged to be Chairman or Vice0Chairman of such committee but shall attend as Directors acting in accordance with and being bound by these Articles. The Directors may also establish other committees. They may also delegate to the Chief Executive of the Company such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and any such delegation may be revoked or altered. Subject to any conditions, the proceedings of a committee with two or more Members shall be governed by the articles regulating the proceedings of Directors so far as they are capable of applying. All acts and proceedings of each such committee should be reported back to the Directors as soon as possible.
The Directors may, acting by a bare majority, co-opt onto the Board such person(s) as they see fit to act as advisers to the Board upon such terms as they see fit, provided that such person(s) shall not be entitled in any circumstances to vote.
The meetings and proceedings of any such committee or sub-committee as is referred to in the preceding Articles shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Directors so far as the same are applicable and are not superseded by any regulations made by the Directors.
The Directors shall cause minutes to be made in books provided for the purpose:
45.1 of all appointments of officers made by the Directors;
45.2 of the names of the Directors present at each meeting of the Directors and of any committee or sub-committee of the Directors
45.3 of all resolutions and proceedings at all meetings of the Company and of the Directors, and of committees and sub-committees of the Directors.
All acts bona fide done by any meeting of the Directors of a committee or sub-committee of the Directors, or by any person acting as a Director or as a Member of a committee or sub-committee, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Directors or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or member of a committee or subcommittee.
A resolution in writing, signed by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held and may consist of several documents in the like form each signed by one or more Directors.
Save as otherwise provided by these Articles, a Director shall not vote, and if he does so vote shall not be counted, at a meeting of Directors or of a committee of Directors on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the company unless his interest or duty arises only because the case falls within one or more of the following paragraphs:
48.1 the resolution relates to the giving to him of a guarantee, security, or indemnity in the respect of money lent to or an obligation incurred by him for the benefit of, the Company or any subsidiaries;
48.2 the resolution relates to the giving to a third party of a guarantee, security or indemnity in respect of an obligation of the Company or any of its subsidiaries for which the Director has assumed responsibility in whole or in part and whether alone or jointly with others under a guarantee or indemnity or by giving of security;
48.3 the resolution relates in any way to a retirement benefits scheme which has been approved, or is conditional upon approval, by the Board of Inland Revenue for taxation purposes.

For the purposes of the Article, an interest of a person who is, for any purpose of the Act (excluding any statutory modification thereof not if force when this regulation becomes binding on the Company), connected with a Director shall be treated as interest of the Director.

A Director shall be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.
The Company may by ordinary resolution suspend or relax to any extent either generally or in respect of any particular matter, any provision of these Articles prohibiting a Director from voting at a meeting of Directors or of a committee of Directors.
Where proposals are under consideration concerning the appointment of two or more Directors to offices with the Company or any body corporate in which the Company is interested, the proposals may be divided and considered in relation to each Director separately and (provided he is not for any other reason precluded from voting) each of the Directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment.
If a question arises at a meeting of Directors or of a committee of Directors as to the right of a Director to vote, the question may, before conclusion of the meeting, be referred to the Chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive.

SECRETARY

Subject to the provisions of the Acts the Secretary shall be appointed by the Directors for such time, at such reasonable and proper remuneration and upon such conditions consistent with Clause 3 of the Memorandum of Association of the Company as they may think fit, and any Secretary so appointed may be removed by them. The Secretary shall be an individual and not a body corporate. The Directors may from time to time by resolution appoint an assistant or deputy Secretary, who shall be an individual and not a body corporate, and any person so appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.
A provision of the Acts or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as, or in place of, the Secretary.

ACCOUNTS

The Directors shall cause proper accounting records to be kept in accordance with the Acts.
The accounting records shall be kept as the Office or subject to the provisions of the Acts at such other place or places as the Directors shall think fit, and shall always be open to the inspection of the Directors.
The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors and no Member (not being a Director) shall have any right of inspecting the account or book or document of the Company except as conferred by statute or authorised by the Directors or by the Company in General Meeting or ordered by a court of competent jurisdiction.
A proper income and expenditure account shall be made up in respect of each financial year of the Company in accordance with the Acts together with a proper balance sheet made up as at the date to which the said account is made up. The said account and the said balance sheet shall be accompanied by proper reports of the Directors and of the Auditors and by other documents required by law to be annexed or attached thereto (“the Accounts”). The Accounts shall from time to time be laid before the Company in General Meeting in accordance with the Acts and shall, not less than 21 days clear before the date of the meeting, be sent to the Auditors and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served.

NOTICES

A notice may be given by the Company to any member either personally or by sending it by post to his registered address. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have effected at the expiration of 48 hours after the letter containing the same is posted.
Notice of every General Meeting shall be given in any manner hereinbefore authorised to every Member and to the Auditors for the time being of the Company.
If a Member has no registered address for the giving of notice to him, he shall not be entitled to receive any notice from the Company.

INDEMNITY

Subject to the provision of and so far as may be permitted by law, every Director, Auditor, Secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs, charges. Losses. Expenses and liabilities incurred by him in execution and discharge of his duties or in relation thereto including any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgement is given in his favour (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.

WINDING-UP

The provisions of Clauses 7 and 8 of the Memorandum of Association relating to the winding-up or dissolution of the Company shall have effect and be observed as if the same were repeated in these Articles

MEMORANDUM OF ASSOCIATION of MERTON CHAMBER OF COMMERCE LTD

The name of the company is MERTON CHAMBER OF COMMERCE LTD.
The registered office of the company shall be situated in England and Wales.
The objects for which the company is established are to undertake for the benefit of the business community particularly that of Merton the following activities:-
3.1. To stimulate and promote the creation of new enterprises for the provision of goods or services or the creation of employment opportunities or improving economic well-being.
3.2. To provide assistance whether financial or otherwise to help existing small firms to expand.
3.3. To provide a means whereby the business in the Borough can contribute to the well being of the community.
3.4. To consider all questions connected with trade commerce and manufactures and especially how those affect either firms or the creation of those firms in Merton.
3.5. To promote support to oppose legislative or other measures affecting trade commerce and manufactures particularly any such concerning firms in Merton.
3.6. To represent express and give effect to the opinions of firms on industrial and commercial questions.
3.7. To act as agents or brokers and as trustees for any person, firm or company and to undertake and perform sub-contracts.
3.8. To remunerate any person (including any director of the company) firm or company rendering services to the company.
3.9. To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the company.
3.10. To make, create, organise, enhance, encourage, or otherwise facilitate opportunities for members of the business community to meet and develop channels and networks of communication, both formal and informal
3.11. To provide consultancy or business support services to or advise or counsel firms, whether existing or in the creation of, and individuals on matters connected with management, trade, commerce, manufacture, and associated activities.
3.12. To prepare and submit bids for, funds from British and/or European and/or international funding agencies, and to receive and use such funds for the purposes of attaining the objects of the company or any one or more of them.
3.13. To facilitate, arrange, or provide, or participate with others in the arrangement or provision of education and training.
3.14. To organise, facilitate or participate in fairs, conventions, seminars, and social events to promote or carry out the objects of the company.
3.15. To collect, compile, print, publish and circulate information, statistics and data in order to provide information to businesses.
In the furtherance of the said objects but not further or otherwise the company shall have the following powers.
4.1. To purchase, lease, hire, or otherwise acquire and also (subject to such consent (if any) as may for the time being be imposed or required by law) sell, mortgage, ‘lease, grant licences, easements and other rights over, exchange or otherwise deal with or dispose of any real or personal property (including any estate or interest therein) for the purposes of the company;
4.2. To rent, build, contrast, endow, furnish, equip, execute, carry out, improve, work, alter, administer, maintain, manage, insure or control buildings and premises for industrial and commercial use and to contribute to or assist in any of the aforesaid activities with a view to the promotion or carrying out of the objects of the company;
4.3. To borrow and raise money upon backing account or otherwise and to secure or discharge any debt or obligation of or binding upon the company by the issue of or upon bonds, debentures, bills of exchange, promissory notes, mortgages, charges or such other obligations or securities as the company may think fit subject never less to such conditions(if any) and such consents (if any) as may for the time being be imposed or required by law;
4.4. To acquire (whether beneficially or as trustee) by gist, device, bequest, purchase, lease, higher or otherwise any real or personal property in the united kingdom (including any estate or interest there in or any rights or privileges necessary or desirable for any of the purposes of the company) and whether or not any of the same shall be subject to any liability and to retain any property so acquired or acquired otherwise in the state in which it may be at the time of acquisition or (subject to such contents(if any)as may for the time being the imposed or required by law) to sell, lease, call in, converted to money, dispose of or otherwise deal with all or any part of the same in such manner as shall further the objects of the company;
4.5. Either with or without security, to give financial assistance by way of grants, loans, donations or subscriptions or otherwise to any individuals, firm or the company for the purpose of furthering for the company;
4.6. To compile, print, publish or otherwise disseminate or procure the compilation, printing, publications or other dissemination gratuitously either electronically or through any other medium or otherwise of any reports, journals, periodical, books, newspaper, pamphlets, leaflets or other forms of literature or documents and to be broadcast, televise to make and issue or otherwise show films and video tapes or to procure the broadcastings, televising or the making, issuing and showing of films and video tapes in the furtherance of the objects of the company;
4.7. To establish, undertake and execute any trust we may lawfully be undertaken by the company and our directly ancillary to its objects;
4.8. To establish, finance and manage in the united kingdom anybody, association or organisation ( whether incorporated or unincorporated) to carry out the objects herein set out;
4.9. To take all such steps as shall from time to time be necessary for the purpose of promoting the objects of the company and for procuring contributions by way of donations, subscriptions, devises, bequests and in any other manner from time to time permitted by law;
4.10. Generally to obtain, collect and receive money and raise funds and to invite and receive contributions from any persons or organisations (whether incorporated or unincorporated and including government departments and local authorities) by way of subscription donation (including deeds of covenant and otherwise;
4.11. To establish, promote or encourage the formation of or to affiliate, amalgamate, support, combine or co-operate and exchange information with any other firm or company, and to liaise, communicate, co-operate or co-ordinate with any public body or governmental authority, professional body, company, committee or other organisation in all or in any parts of the world in furtherance of the objects of the company;
4.12. To subscribe, underwrite, purchase, or otherwise acquire , and to hold, dispose of, and deal with, any shares or other securities or investments or any nature whatsoever, and any options or rights in respect there of the interests there in;
4.13. Subject to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law to transfer any property whether real or personal to any individual, firm or company whether for some specific object or purpose or for a general objects or purpose;
4.14. Generally to aid and to receive aid from any individual, firm or company in furtherance of the objects or any of the objects or the company;
4.15. To guarantee or give indemnities or provide security (whether by personal covenant or by mortgage or charge upon all or any part of the undertaking, property and assets (present and future) of the company) for any borrowing by or the performance of the contracts or obligations of any individual, firm or company;
4.16. To employ, hire or otherwise obtain and to pay reasonable and proper remuneration to the officers, employees and professional advisers of the company and any other person or personas for the objects of the company or any of them;
4.17. To make all reasonable and necessary provision for the payments of pensions and superannuation to or on behalf of the employees and professional advisers of the company and any other dependants and beneficiaries;
4.18. To draw, make, accept, endorse, discount, negotiate, execute and issue, and to buy, sell and deal with bills of exchange, promissory notes, warrants, debentures and other negotiable or transferable instruments or securities and to operate bank accounts;
4.19. To invest the moneys of the company not immediately required for its purposes in or upon any investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law;
4.20. To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the united kingdom or elsewhere any patents, patent rights, brevets d’invention, licences, secret processes, trade marks, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the company may acquire or purpose to acquire;
4.21. To acquire, merge with, or undertake the whole or any part of the business, goodwill and assets of any other organisation, institution, firm, company, society or body(whether incorporated or not and whether in great Britain or northern Ireland or elsewhere)
4.22. Whose objects are wholly or in part similar to those of the company and to purchase or otherwise acquire and undertake all such part of the property, assets, liabilities and engagements as may lawfully be acquired or undertaken by the company of any such organisation, institution, firm, company, society or body;
4.23. To enter into any arrangements with any government or authority (supreme, municipal, local or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions
4.24. In particular, to enter into and implement arrangements with the Secretary of State for Education and Employment, and any other Minister, government agent or body established by government for such purpose:
4.25. To do all such other lawful things as may be considered to be incidental or conductive to any of the above objects.
The income and profits of the Company, however derived, shall be applied solely towards the promotion of the objects of the Company as set out in the Memorandum of Association and no portion of this shall be paid or transferred directly or indirectly by way of dividend, bonus or other distribution to the Members of the Company.
The liability of the members if limited.
Every member of the Company undertakes to contribute to the assets of the Company in the event of the same being wound up while he is a member, or within one year after he ceases to be a member for the payment of the debts and liabilities of the Company contracted before he ceases to be a member, and of the costs, charges and expenses of winding up the same, for the adjustment of the right of the contributors among themselves, such amount as may be required, not exceeding £1.
If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid or distributed among the members of the Company but shall be given or transferred to some association, body or bodies (whether corporate or not) or trust, having objects similar to the objects of the Company, and which shall prohibit the distribution of its income and property among its or their members to an extent at least as great as is imposed on the Company under or by virtue of clause 5 hereof, such association, body or bodies (whether corporate or not) or trust to be determined at the absolute discretion of the members of the Company at or before the time of the winding upon dissolution of the Company.