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| Draft Memorandum of Association
| | #REDIRECT [[Articles of Association]] |
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| <pre>
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| <nowiki>
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| \documentclass[english]{article}
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| \usepackage[]{fontenc}
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| \usepackage[latin1]{inputenc}
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| \setlength\parskip{\medskipamount}
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| \setlength\parindent{0pt}
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| \raggedright
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| \hyphenpenalty=10000
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| \makeatletter
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| \usepackage{babel}
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| \makeatother
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| \begin{document}
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| \section*{THE COMPANIES ACTS 1985 AND 1989\\
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| COMPANY LIMITED BY GUARANTEE}
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| \section*{Memorandum of Association of\\Wiki Information Network}
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| \begin{enumerate}
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| \item The company's name shall be Wiki Information Network (and in this document it
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| is called \emph{the Company}).
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| \item The Company's registered office shall be situated in England.
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| \item The Company's objects (\emph{the Objects}) are:
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| TBD
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| \item ~
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| \begin{enumerate}
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| \item In addition to any other powers it may have, the Company has the following
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| powers in order to further the Objects (but not for any other purpose):
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| \begin{enumerate}
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| \item to raise funds. In doing so, the Company must not undertake any substantial
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| permanent trading activity and must comply with any relevant statutory
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| regulations;
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| \item to buy, take on lease or in exchange, hire or otherwise acquire any
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| property and to maintain and equip it for use;
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| \item to sell, lease or otherwise dispose of all of any part of the property
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| belonging to the Company. In exercising this power, the Company must
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| comply as appropriate with sections 36 and 37 of the Charities Act
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| 1993 (or any statutory re-enactment or modification of those sections);
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| \item to borrow money and to charge the whole or any part of the property
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| belonging to the Company as security for repayment of the money borrowed.
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| The Company must comply as appropriate with sections 38 and 39 of the
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| Charities Act 1993 (or any statutory re-enactment or modification of those
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| sections) if it wishes to mortgage land;
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| \item to co-operate with other charities, voluntary bodies and statutory
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| authorities based either in the United Kingdom or elsewhere and to
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| exchange information and advice with them;
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| \item to establish or support any charitable trusts, associations or institutions
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| formed for any of the charitable purposes included in the Objects,
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| including trusts, associations, and institutions based overseas;
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| \item to acquire, merge with or to enter into any partnership or joint
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| venture arrangement with any other charity or any other similar overseas
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| entity or trust formed for any of the Objects;
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| \item to set aside income as a reserve against future expenditure but only
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| in accordance with a written policy about reserves;
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| \item to employ and remunerate such staff as are necessary for carrying
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| out the work of the Company. The Company may employ or remunerate
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| a Director only to the extent it is permitted to do so by Clause 5
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| and provided it complies with the conditions in that Clause;
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| \item to:
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| \begin{enumerate}
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| \item deposit or invest funds;
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| \item employ a professional fund-manager; and
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| \item arrange for the investments or other property of the Company to be
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| held in the name of a nominee;
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| \end{enumerate}
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| in the same manner and subject to the same conditions as the trustees of a trust
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| are permitted to do by the Trustee Act 2000.
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| \item to provide indemnity insurance for the Directors or any other officer
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| of the Company in relation to any such liability as is mention as
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| Sub-clause (b) of this Clause, but subject to the restrictions specified
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| in Sub-clause (c) of this Clause;
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| \item to pay out of the funds of the Company the costs of forming and registering
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| the Company both as a company and as a charity;
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| \item to do all such other lawful things as are necessary for the achievement
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| of the Objects;
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| \end{enumerate}
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| \item The liabilities referred to in Sub-clause (4)(a)(xi) are:
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| \begin{enumerate}
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| \item any liability that by virtue of any rule of law would otherwise attach
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| to a director of a company in respect of any negligence, default breach
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| of duty or breach of trust of which we or she may be guilty in relation
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| to the Company;
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| \item the liability to make a contribution to the Company's assets as specified
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| in section 214 (wrongful trading) of the Insolvency Act 1986 (or any statutory
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| re-enactment or modification of that section);
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| \end{enumerate}
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| \item ~
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| \begin{enumerate}
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| \item The following liabilities are excluded from Sub-clause (4)(a) (i):
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| \begin{enumerate}
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| \item fines;
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| \item costs of unsuccessfully defending criminal prosecutions for offences
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| arising out of the fraud, dishonesty or wilful or reckless misconduct
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| of the Director or other officer;
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| \item liabilities to the Company that result from conduct that the Director
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| or other officer knew or must be assumed to have known was not in
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| the best interests of the Company or about which the person concerned
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| did not care whether it was in the best interests of the Company or
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| not.
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| \end{enumerate}
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| \item There is excluded from Sub-clause (4)(a)(ii) any liability to
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| make such a contribution where the basis of the Director's liability
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| is his or her knowledge prior to the insolvent liquidation of the
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| Company (or reckless failure to acquire that knowledge) that there
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| was no reasonable prospect that the Company would avoid going into
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| insolvent liquidation.
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| \end{enumerate}
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| \end{enumerate}
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| \item ~
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| \begin{enumerate}
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| \item The income and property of the Company shall be applied solely towards
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| the promotion of the Objects.
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| \item ~
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| \begin{enumerate}
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| \item A Director is entitled to be reimbursed from the property of the
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| Company or may pay out of such property reasonable expenses properly
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| incurred by him or her when acting on behalf of the Company.
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| \item Subject to the restrictions in Sub-clauses (4)(b) and (4)(c), a Director
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| may benefit from trustee indemnity insurance cover purchased at the
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| Company's expense.
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| \end{enumerate}
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| \item None of the income or property of the Company may be paid or transferred
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| directly or indirectly by way of dividend bonus or otherwise by way
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| of profit to any member of the Company. This does not prevent a member
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| who is not a Director receiving:
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| \begin{enumerate}
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| \item a benefit from the Company in the capacity of a beneficiary of the
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| Company;
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| \item reasonable and proper remuneration for any goods or services supplied
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| to the Company.
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| \end{enumerate}
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| \item No Director may:
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| \begin{enumerate}
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| \item buy and goods or services from the Company;
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| \item sell goods, services, or any interest in land to the Company;
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| \item be employed by, or receive any remuneration from the Company;
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| \item receive any other financial benefit from the Company; unless:
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| \begin{enumerate}
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| \item the payment is permitted by Sub-clause (e) of this Clause and the
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| Directors follow the procedure and observe the conditions set out
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| in Sub-clause (f) of this Clause; or
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| \item the Directors obtain the prior written approval of the Commission
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| and fully comply with any procedures it prescribes.
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| \end{enumerate}
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| \end{enumerate}
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| \item ~
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| \begin{enumerate}
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| \item A Director may receive a benefit from the Company in the capacity
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| of the beneficiary of the Company.
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| \item A Director may be employed by the Company or enter into a contract
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| for the supply of goods or services to the Company, other than for
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| acting as a Director.
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| \item A Director may receive interest on money lent to the Company at a
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| reasonable and proper rate not exceeding 2 per cent per annum below
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| the base rate of a clearing bank to be selected by the Directors.
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| \item A company of which a Director is a member may receive fees remuneration
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| or other benefit in money or money's worth provided that the shares
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| of the company are listed on a recognised stock exchange and the Director
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| holds no more than 1 per cent of the issued capital of the company.
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| \item A Director may receive rent for the premises let by the Director to
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| the Company if the amount of the rent and the other terms of the lease
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| are reasonable and proper.
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| \end{enumerate}
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| \item ~
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| \begin{enumerate}
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| \item The Company and its Directors may only rely upon the authority provided
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| by Sub-clause (5)(e) if each of the following conditions is satisfied:
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| \begin{enumerate}
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| \item The remuneration or other sums paid to the Director do not exceed
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| an amount that is reasonable in all the circumstances.
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| \item The Director is absent from the part of any meeting at which there
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| is discussion of:
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| \begin{itemize}
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| \item his or her employment or remuneration, or any matter concerning the
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| contract; or
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| \item his or her performance in the employment, or his or her performance
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| of the contract; or
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| \item any proposal to enter into any other contract or arrangement with
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| him or her or to confer any benefit upon him or her that would be
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| permitted under Sub-clause (5)(e); or
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| \item any other matter relating to a payment or the conferring of any benefit
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| permitted by Sub-clause (5)(e).
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| \end{itemize}
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| \item The Director does not vote on any such matter and is not to be counted
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| when calculating where a quorum of Directors is present at the meeting.
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| \item The other Directors are satisfied that it is in the interests of the
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| Company to employ or to contract with that Director rather than with
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| someone who is not a Director. In reaching that decision the Directors
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| must balance the advantage of employing a Director against the disadvantages
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| of doing so (especially the loss of the Dirtector's services as a
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| result of dealing with the Director's conflict of interest).
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| \item The reason for their decision is recorded by the Directors in the
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| minute book
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| \item A majority of the Directors then in office have received no such payments.
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| \end{enumerate}
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| \item The employment or remuneration of a Director includes the engagement
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| or remuneration of any firm or company in which the Director is:
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| \begin{enumerate}
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| \item a partner;
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| \item an employee;
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| \item a consultant;
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| \item a director; or
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| \item a shareholder, unless the shares of the company are listed on a recognised
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| stock exchange and the Director holds less that 1 per cent of the
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| issued capital
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| \end{enumerate}
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| \end{enumerate}
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| \item In Sub-clauses (b) - (f) of this Clause:
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| \begin{enumerate}
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| \item {}``Company'' shall include any company in which the Company:
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| \begin{enumerate}
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| \item holds more than 50\% of the shares; or
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| \item controls more than 50\% of the voting rights attached to the shares;
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| or
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| \item has the right to appoint one or more directors to the Board of the
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| company
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| \end{enumerate}
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| \item \char`\"{}Director\char`\"{} shall include any child, parent, grandchild,
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| grandparent, brother, sister, civil partner or spouse of the Director
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| or any person living with the Director as his or her partner.
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| \end{enumerate}
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| \end{enumerate}
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| \item The liability of the members is limited.
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| \item Every member promises, if the Company is dissolved while he or she
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| is a member or within twelve months after he or she ceases to be a
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| member, to contribute such sum (not exceeding £1) as may be demanded
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| of him or her towards the payment of the debts and liabilities of
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| the Company incurred before he or she ceases to be a member, and of
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| the costs charges and expenses of winding up, and the adjustment of
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| the rights of the contributories among themselves.
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| \item ~
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| \begin{enumerate}
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| \item The members of the Company may at any time before, and in expectation
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| of, its dissolution resolve that any net assets of the Company after
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| all its debts and liabilities have been paid, or provision has been
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| made for them, shall on or before the dissolution of the Company be
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| applied or transferred in any of the following ways:
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| \begin{enumerate}
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| \item directly for the Objects; or
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| \item by transfer to any Company or charities, based either in the United
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| Kingdom or elsewhere, for purposes similar to the Objects; or
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| \item to any Company for use for particular purposes that fall within the
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| Objects;
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| \end{enumerate}
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| \item Subject to any such resolution of the members of the Company, the
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| Directors of the Company may at any time before and in expectation
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| of its dissolution resolve that any net assets of the Company after
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| all its debts and liabilities have been paid, or provision made for
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| them, shall on dissolution of the Company be applied or transferred:
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| \begin{enumerate}
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| \item directly for the Objects; or
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| \item by transfer to any charity or charities, based either in the United
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| Kingdom or elsewhere, for purposes similar to the Objects; or
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| \item to any charity or charities for use for particular purposes that fall
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| within the Objects.
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| \end{enumerate}
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| \item In no circumstances shall the net assets of the Company be paid to
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| or distributed among the members of the Company (except to a member
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| that is itself a charity) and if no such resolution is passed by the
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| members or the Directors the net assets of the Company shall be applied
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| for charitable purposes as directed by the court or the Commission.
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| \end{enumerate}
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| \end{enumerate}
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| We, the persons whose names and addresses are written below, wish
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| to be formed into a company under this Memorandum of Association.
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| Signatures, Names, and Addresses of Subscribers:
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| Dated:
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| Witness to the above signatures:
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| Name:
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| Address:
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| Occupation:
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| \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
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| \end{document}
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| </nowiki>
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| </pre>
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