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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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| COMPANY LIMITED BY GUARANTEE
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| Memorandum of Association of Wiki Information Network Limited
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| 1 The company's name is Wiki Information Network Limited
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| (and in this document it is called the charity).
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| 2 The charity's registered office is to be situated in England.
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| 3 The charity's objects (the Objects) are
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| 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):
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| (a) to raise funds. In doing so, the charity must not undertake any
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| substantial permanent trading activity and must comply with any
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| relevant statutory regulations;
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| (b) 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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| (c) to sell, lease or otherwise dispose of all or any part of the
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| property belonging to the charity. In exercising this power, the
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| charity must comply as appropriate with sections 36 and 37 of the
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| Charities Act 1993, as amended by the Charities Act 2006;
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| (d) to borrow money and to charge the whole or any part of the property
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| belonging to the charity as security for repayment of the money
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| borrowed. The charity must comply as appropriate with sections 38
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| and 39 of the Charities Act 1993, as amended by the Charities Act 2006,
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| if it wishes to mortgage land;
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| (e) to co-operate with other charities, voluntary bodies and statutory
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| authorities and to exchange information and advice with them;
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| (f) to establish or support any charitable trusts, associations or
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| institutions formed for any of the charitable purposes included in the
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| Objects;
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| (g) to acquire, merge with or to enter into any partnership or joint
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| venture arrangement with any other charity formed for any of the
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| Objects;
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| (h) to set aside income as a reserve against future expenditure but
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| only in accordance with a written policy about reserves;
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| (i) to employ and remunerate such staff as are necessary for carrying
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| out the work of the charity. The charity may employ or remunerate a
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| 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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| (j) to:
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| (i) deposit or invest funds;
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| (ii) employ a professional fund-manager; and
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| (iii) arrange for the investments or other property of the
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| charity to be held in the name of a nominee;
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| in the same manner and subject to the same conditions as the
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| trustees of a trust are permitted to do by the Trustee Act
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| 2000;
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| (k) to provide indemnity insurance for the Directors or any other
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| officer of the charity in relation to any such liability as is
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| mentioned in subclause (2) of this clause, but subject to the
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| restrictions specified in subclause (3) of the clause;
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| (l) to pay out of the funds of the charity the costs of forming and
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| registering the charity both as a company and as a charity;
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| (m) to do all such other lawful things as are necessary for the
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| achievement of the Objects.
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| (2) The liabilities referred to in sub-clause (1)(k) are:
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| (a) any liability that by virtue of any rule of law would otherwise
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| attach to a director of a company in respect of any negligence, default
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| breach of duty or breach of trust of which he or she may be guilty in
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| relation to the charity;
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| (b) the liability to make a contribution to the charity's assets as
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| specified in section 214 of the Insolvency Act 1986 (wrongful trading).
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| (3) (a) The following liabilities are excluded from sub-clause (2)(a):
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| (i) fines;
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| (ii) costs of unsuccessfully defending criminal prosecutions
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| for offences arising out of the fraud, dishonesty or wilful or
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| reckless misconduct of the Director or other officer;
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| (iii) liabilities to the charity that result from conduct that
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| the Director or other officer knew or must be assumed to have
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| known was not in the best interests of the charity or about
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| which the person concerned did not care whether it was in the
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| best interests of the charity or not.
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| (b) There is excluded from sub-clause 2(b) any liability to make such a
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| contribution where the basis of the Director's liability is his or her
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| knowledge prior to the insolvent liquidation of the charity (or
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| reckless failure to acquire that knowledge) that there was no
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| reasonable prospect that the charity would avoid going into insolvent
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| liquidation.
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| 5 (1) The income and property of the charity shall be applied solely towards
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| the promotion of the Objects.
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| (2) (a) A Director is entitled to be reimbursed from the property of the
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| charity or may pay out of such property reasonable expenses properly incurred
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| by him or her when acting on behalf of the charity.
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|
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| (b) Subject to the restrictions in sub-clause 4, a Director may benefit
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| from trustee indemnity insurance cover purchased at the charity's
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| expense.
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| (c) A Director may receive an indemnity from the charity in the
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| circumstances specified in Article 49.
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| (3) None of the income or property of the charity may be paid or transferred
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| directly or indirectly by way of dividend bonus or otherwise by way of profit
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| to any member of the charity. This does not prevent a member who is not also a
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| Director receiving:
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| a) a benefit from the charity in the capacity of a beneficiary of the
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| charity;
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| b) reasonable and proper remuneration for any goods or services
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| supplied to the charity.
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| (4) No Director may:
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| (a) buy any goods or services from the charity;
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| (b) sell goods, services, or any interest in land to the charity;
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| (c) be employed by, or receive any remuneration from the charity;
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| (d) receive any other financial benefit from the charity; unless:
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| (i) the payment is permitted by sub-clause (5) of this clause,
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| does not exceed an amount that is reasonable in all the
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| circumstances, and does not result in a majority of the
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| Directors having received a financial benefit from the charity;
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| or
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| (ii) the Directors obtain the prior written approval of the
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| Commission and fully comply with any procedures it prescribes.
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| (5) (a) (i) A Director may receive a benefit from the charity in the
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| capacity of a beneficiary of the charity.
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| (ii) A Director may enter into a contract for the supply of goods or
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| services to the charity where that is permitted in accordance with, and
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| subject to the conditions in, section 73A of the Charities Act
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| 1993.
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| (iii) A Director may receive interest on money lent to the charity at a
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| reasonable and proper rate which must be 2% (or more) per annum below
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| the base rate of a clearing bank to be selected by the Directors.
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| (iv) A company of which a Director is a member may receive fees
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| remuneration or other benefit in money or money's worth provided that
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| the shares of the company are listed on a recognised stock
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| exchange and the Director holds no more than 1% of the issued capital
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| of that company.
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| (v) A Director may receive rent for premises let by the Director to the
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| charity if the amount of the rent and the other terms of the lease are
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| reasonable and proper and provided that such a Director shall withdraw
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| from any meeting at which such a proposal or the rent or other terms of
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| the lease are under discussion.
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| (vi) The Directors may arrange for the purchase, out of the funds of
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| the charity, of insurance designed to indemnify the Directors in
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| accordance with the terms of, and subject to the conditions in,
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| section 73F of the Charities Act 1993.
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| (b) The employment or remuneration of a Director includes the engagement or
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| remuneration of any firm or company in which the Director is:
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| (i) a partner;
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| (ii) an employee;
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| (iii) a consultant;
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| (iv) a director; or
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| (v) a shareholder, unless the shares of the company are listed on a
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| recognised stock exchange and the Director holds less than 1% of the
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| issued capital.
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| (6) In sub-clauses (2)-(5) of this clause 5:
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| (a) "charity" shall include any company in which the charity:
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| • holds more than 50% of the shares; or
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| • controls more than 50% of the voting rights attached to the shares; or
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| • has the right to appoint one or more directors to the Board of the company;
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| (b) "Director" shall include any child, parent, grandchild,
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| grandparent, brother, sister, spouse or civil partner of the Director
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| or any person living with the Director as his or her partner.
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| (7) If a conflict of interests arises for a director because of a duty of
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| loyalty owed to another organisation or person and the conflict is not
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| authorised by virtue of any other provision in this memorandum or the articles,
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| the unconflicted directors may authorise such a conflict of interests where the
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| following conditions apply:
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| (a) the conflicted Director is absent from the part of the meeting at
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| which there is discussion of any arrangement or transaction affecting
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| that other organisation or person;
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| (b) the conflicted Director does not vote on any such matter and is not
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| to be counted when considering whether a quorum of Directors is present
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| at the meeting;
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| (c) the unconflicted Directors consider it is in the interests of the
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| charity to authorise the conflict of interest in the circumstances
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| applying.
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| 6 The liability of the members is limited.
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| 7 Every member promises, if the charity is dissolved while he or she is a
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| member or within twelve months after he or she ceases to be a member, to
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| contribute such sum (not exceeding £10) as may be demanded of him or her
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| towards the payment of the debts and liabilities of the charity incurred before
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| he or she ceases to be a member, and of the costs charges and expenses of
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| winding up, and the adjustment of the rights of the contributories among
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| themselves.
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| 8 (1) The members of the charity may at any time before, and in expectation of,
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| its dissolution resolve that any net assets of the charity after all its debts
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| and liabilities have been paid, or provision has been made for them, shall on
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| or before the dissolution of the charity be applied or transferred in any of
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| the following ways:
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| (a) directly for the Objects; or
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| (b) by transfer to any charity or charities for purposes similar to the Objects; or
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| (c) to any charity for use for particular purposes that fall within the Objects.
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| (2) Subject to any such resolution of the members of the charity, the Directors
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| of the charity may at any time before and in expectation of its dissolution
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| resolve that any net assets of the charity after all its debts and liabilities
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| have been paid, or provision made for them, shall on dissolution of the charity
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| be applied or transferred:
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| (a) directly for the Objects; or
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| (b) by transfer to any charity or charities for purposes similar to the Objects; or
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| (c) to any charity or charities for use for particular purposes that fall within the Objects.
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| (3) In no circumstances shall the net assets of the charity be paid to or
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| distributed among the members of the charity (except to a member that is itself
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| a charity) and if no such resolution is passed by the members or the Directors
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| the net assets of the charity shall be applied for charitable purposes as
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| directed by the court or the Commission.
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| We, the persons whose names and addresses are written below, wish to be formed
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| into a company under this Memorandum of Association.
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| [The persons whose signatures, names, and addresses are written at the end of
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| the Memorandum will be the first members of the Company.]
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| Signatures, Names and Addresses of Subscribers
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| Dated:
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| Witness to the above Signatures:
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| ........................................................................................................................
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| Name:
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| Address:
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| ........................................................................................................................
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| Occupation:
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| </nowiki>
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| </pre>
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