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The Companies Acts 1985 and 1989
Company Limited by Guarantee and not having a Share Capital MEMORANDUM OF ASSOCIATION OF SNITTERFIELD SPORTS CLUB LIMITED |
| 1. | The Company's name is "SNITTERFIELD SPORTS CLUB LIMITED"(and in this document is called "the Charity") |
| 2. | The Charity's Registered office is to be situated in England and Wales. |
| 3. | The Objects
of the Club shall be: The promotion of community participation in healthy recreation by the provision of facilities for playing tennis, bowls, cricket, football and other sports as appropriate. |
| 4. | The Club has the following powers, which may be exercised only in promoting the Objects: |
| (1) | To provide advice; |
| (2) | To publish or distribute information; |
| (3) | To co-operate with other bodies; |
| (4) | To support administer or set up other charities; |
| (5) | To raise funds (but not by means of taxable trading); |
| (6) | To borrow money and to give security for loans (but only in accordance with the restrictions imposed by the Charities Act 1993); |
| (7) | To acquire or hire property of any kind; |
| (8) | To let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act 1993); |
| (9) | To set aside funds for special purposes or as reserves against future expenditure; |
| (10) | To deposit or invest funds in any lawful manner (but to invest only after obtaining advice from a financial expert and having regard to the suitability of investments and the need for diversification); |
| (11) | To delegate the management of investments to a financial expert, but only on terms that: |
| i. | The investment policy is recorded in writing for the financial expert by the Committee |
| ii. | Every transaction is reported promptly to the Committee |
| iii. | The performance of the investments is reviewed regularly with the Committee |
| iv. | The Committee is entitled to cancel the delegation arrangements at any time |
| v. | The investment policy and the delegation arrangement are reviewed at least once a year |
| vi. | All payments due to the financial expert are on a scale or at a level which is agreed in advance and are reported promptly to the Committee on receipt |
| vii. | The financial expert must not do anything outside of the powers of the Committee |
| (12) | To insure the Club's property against any foreseeable risk and take out other insurance policies to protect the Club where required; |
| (13) | To provide indemnity insurance to cover the liability of the members of the committee which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the company: Provided that any such insurance shall not extend to any claim arising from any act or omission which the members of the committee knew to be a breach of trust or breach of duty or which was committed by the directors in reckless disregard of whether it was a breach of trust or breach of duty or not and provided also that any such insurance shall not extend to the costs of any unsuccessful defence to a criminal prosecution brought against the members of the committee directors in their capacity as trustees of the charity. |
| (14) | Subject to clause 9.2, to employ paid or unpaid agents, staff and advisers; |
| (15) | To enter into contract to provide services to or on behalf of other bodies; |
| (16) | To pay the costs of forming the club; |
| (17) | To make such arrangements for non-members to use the facilities as will best further the objects; |
| (18) | To do anything else within the law which promotes or helps to promote the object. |
| 5. | The income and property of the Charity shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Charity, and no trustee shall be appointed to any office of the Charity paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Charity: Provided that nothing in this document shall prevent any payment in good faith by the Charity: |
| (1) | of the usual professional charges for business done by any trustee who is a solicitor, accountant or other person engaged in a profession, or by any partner of his or hers, when instructed by the Charity to act in professional capacity on its behalf: Provided that at no time shall a majority of the trustees benefit under this provision and that a trustee shall withdraw from any meeting at which his or her appointment or remuneration, or that of his or her partner, is under discussion; |
| (2) | of reasonable and proper remuneration for any services rendered to the Charity by any member, officer or servant of the Charity who is not a trustee; |
| (3) | of interest on money lent by any member of the Charity or trustee at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the trustees; |
| (4) | of fees, remuneration or other benefit in money or money's worth to any company of which a trustee may also be a member holding not more than 1/100th part of the issued capital of that company; |
| (5) | of reasonable and proper rent for premises demised or let by any member of the Company or a trustee; |
| (6) | to any trustee of reasonable out-of-pocket expenses; |
| (7) | payment in good faith by the Company of any premium in respect of any indemnity insurance in clause 4(13). |
| 6. | The liability of the members is limited. |
| 7. | Every member of the Charity undertakes to contribute such amount as may be required (not exceeding 10(pounds)) to the Charity's assets if it should be wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the Charity's debts and liabilities contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves. Payment in good faith by the Company of any premium in respect of any indemnity insurance in clause 5(13). |
| 8. | If the Charity is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid to or distributed among the members of the Charity, but shall be given or transferred to some other charity or charities having objects similar to the Objects which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Charity by Clause. |
| 9. | Subject to the following provisions of this clause the memorandum and articles of association may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed. |
| (i.) | No amendment may be made to clauses 1, 2, 3, 4(13) and 5 and this clause without the consent of the Charity Commission. |
| (ii.) | No amendment may be made which would have the effect of making the Charity cease to be a charity at law. |
| (iii.) | The Committee should promptly send to the Charity Commission a copy of any amendments made under this clause. |