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The Companies Acts 1985 & 1989
Memorandum of Association of
Hybridarts Ltd
A COMPANY LIMITED BY GUARANTEE
Name
- The name of the company is " Hybridarts Ltd ", referred
to in this document as “the Charity”.
Registered office
- The registered office of the Charity will be situated in England.
Objects
- The objects of the Charity shall be:
- To advance education by the promotion of facilities and services
in the arts, communications and new technology on behalf of the
inhabitants of the West Midlands, and its environs, from locations
in England and Wales. To associate local authorities, voluntary
organisations, and inhabitants in a common effort to promote,
maintain and advance public education and training in the cultural
industries;
- To promote economic, and community development and employment;
- To promote and educate individuals in conservation, the environment
and heritage;
- To promote good health, and investment in social capital,
to provide facilities for interaction with and training in the
cultural industries in the interests of social welfare, to promote
the welfare of children, young people, people with a disability
and special needs, older and elderly people, voluntary bodies,
and mankind.
- To maintain, manage and improve community centres for activities
promoted by the Charity and associated bodies in furtherance
of the above objects.
Powers
- In furtherance of the above objects but not otherwise, the Charity
shall have the following powers:
- To establish and support or aid in the establishment and support
or to amalgamate with any other charitable institutions or associations
and to subscribe or guarantee money for charitable purposes in
any way connected with the purposes of the Charity or calculated
to further its objects;
- To undertake and execute any charitable trusts which may be
lawfully undertaken by the Charity and may be necessary to its
objects;
- To undertake and commission and publish the useful results
of research into relevant issues, and to run lectures, seminars,
conferences and courses;
- To publish books, pamphlets, reports, leaflets, journals,
films, CD roms and instructional matter;
- To purchase, take on lease or in exchange, hire or otherwise
acquire any real or personal property and any rights or privileges
which the Charity may think necessary for the promotion of its
objects, and to construct, maintain and alter any buildings or
erections which the Charity may think necessary for the promotion
of its objects;
- To sell, improve, develop, exchange, let on rent, royalty
or otherwise and in any manner deal with or dispose of all or
any of property and assets for the time being of the Charity
subject to such consents as may be required by law and subject
also to the provisions of this Memorandum of Association;
- To receive donations, endowments, sponsorship fees, subscriptions
and legacies from persons desiring to promote the Charity's objects
or any of them and to hold funds in trust for same;
- Subject to such consents as may be required by law (if any)
to borrow or raise money for the Charity on such terms and on
such security as may be thought fit;
- To open and operate bank accounts and other facilities for
banking in the name of the Charity;
- To engage or employ such personnel, whether as employees,
consultants, advisers or however, as may be required for the
promotion of the objects of the Charity, and to make all reasonable
and necessary provision for the payment of pensions and superannuation
to or on behalf of employees and their dependants;
- To invest the moneys of the Charity not immediately required
for its own purposes in or upon such investments, securities
or property as may be thought fit, subject nevertheless to such
conditions (if any) and such consents (if any) as for the time
being may be imposed or required by law and subject also to the
provisions of this Memorandum of Association;
- To apply monies in insuring any buildings being the property
of the Charity at their full value;
- To obtain, acquire and purchase all necessary permits, licences
or trade marks and other intellectual property rights required
for the purpose of enabling the Charity to carry on its objects
upon such terms and conditions as it may think fit;
- To insure and arrange insurance cover for and to indemnify
the officers, servants and voluntary workers of the Charity and
its Members from and against all such risks incurred in the course
of the performance of their duties as may be thought fit;
- To provide indemnity insurance to cover the liability of the
Trustees 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 Charity; PROVIDED THAT any such insurance shall not extend
to any claim arising from any act or omission which the Trustees
knew to be a breach of trust or breach of duty or which was committed
by the Trustees in reckless disregard of whether it was a breach
of trust or breach of duty or not and provided also that any
insurance shall not extend to the costs of an unsuccessful defence
to a criminal prosecution brought against the Trustees in their
capacity as directors of the Charity;
- To do all such other lawful things as may be necessary for
the attainment of the above objects or any of them.
Equality of opportunity
- In carrying out its objects, the Charity shall seek to ensure
equality of opportunity for all sections of the community in its
own affairs and in society generally.
Not-for-profit status
6. If on the winding up or dissolution of the Company any
of its assets remain to be disposed of after its liabilities are
satisfied, these assets shall not be distributed among the Members,
but shall be transferred instead to some other non-profit-distributing
organisation having objects similar to or compatible with those of
the Company (which may include local groups and organisations which
are Members of the Charity), as may be decided by the Members at
the time of or prior to the dissolution. In the event that for whatever
reason any residual assets cannot be so transferred, they shall be
given for charitable purposes.
Members’ limited liability
- The liability of the Members is limited.
- Every Member of the Charity undertakes to contribute to the
assets of the Charity in the event of the same being wound up during
the time they are a Member, or within one year afterwards, for
the payments of the debts and liabilities of the Charity contracted
before the time at which they ceased to be a Member and of the
costs, charges and expenses of winding up the same, and for the
adjustments of the rights of the contributors among themselves,
such amount as may be required not exceeding one pound sterling.
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