Constitution
Companies
Acts 1985 & 1989
COMPANY LIMITED BY GUARANTEE
Memorandum
of Association of
BUCHAN DIAL-A-COMMUNITY BUS
1.
The name of the Company is “Buchan Dial-A-Community Bus”.
2. The registered office of the Company will be situated in Scotland.
3. The objects of the Company shall be to provide relief to the
inhabitants of Aberdeenshire and its environs who have need because
of age, mental or physical disability, or poverty, and in furtherance
thereof but not otherwise:-
a) To provide and maintain non-profit community transport services;
and
b) To assist the charitable work of organisations and bodies
engaged in promoting the relief of such persons through the
provision of appropriate services
PROVIDED THAT:
This clause 3 shall be interpreted as if it incorporated an
over-riding qualification to the effect that in any case in
which an activity permitted under this clause is in its nature
capable of being carried on for purposes which are not charitable
or are only partly so, as well as for purposes which are charitable
(the expression “charitable purpose”, wherever it
appears in this Memorandum and Articles of Association, shall
mean a charitable purpose under section 7 of the Charities and
Trustee Investment (Scotland) Act 2005 which is also regarded
as a charitable purpose in relation to the application of the
Taxes Acts including any statutory amendment or re- enactment
for the time being in force, the powers of the Company under
this clause shall be deemed to be limited to the carrying out
of such activity in such a manner as will not prejudice the
charitable status of the Company under the statutory provisions
referred to above.
4. In furtherance of the above but not otherwise, the Company
shall have the following powers:
a) To purchase, take on lease or in exchange, hire or otherwise
acquire any real or personal property and any rights or privileges
which the Company may think necessary for the promotion of its
objects;
b) To open and operate bank accounts and other facilities for
banking in the name of the Company;
c) To construct, maintain and alter any buildings or erections
which the Company may think necessary for the promotion of its
objects;
d) To communicate by hardcopy or electronically and to publish
books, pamphlets, reports, leaflets, journals, films and instructional
matter;
e) To run lectures, seminars, conferences and courses, particularly
in driving standards and passenger safety;
f) To receive donations, endowments, sponsorship fees, subscriptions
and legacies from persons desiring to promote the Company’s
objects or any of them and to hold funds in trust for same;
g) Subject to such consents as may be required by law, if any,
to borrow or raise money for the Company on such terms and on
such security as may be thought fit;
h) To establish and support or aid in the establishment and
support or to amalgamate with any other charitable institutions
or associations and to subscribe, guarantee or loan money for
charitable purposes in any way connected with the purposes of
the Company or calculated to further its objects;
i) To undertake and execute any charitable trusts which may
be lawfully undertaken by the Company and may be necessary to
its objects;
j) To invest the monies of the Company 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 as
hereinafter provided;
k) To sell, improve, develop, exchange, let or otherwise and
in any manner deal with or dispose of all or any property and
assets for the time being of the Company subject to such consents
as may be required by law and subject also to the provisions
of this Memorandum of Association;
l) Subject to clause 6 below to employ such staff, who shall
not be directors or trustees of the charity (hereinafter referred
to Directors or members of the Management Committee) as are
necessary for the proper pursuit of the objects and to make
all reasonable and necessary provision for the payment of pensions
and superannuation to staff and their dependants;
m) To engage or appoint to the management committee, consultants,
advisors and other professionals as appropriate
n) To raise funds and to invite and receive contributions provided
that in raising funds the Company shall not undertake any substantial
permanent trading activities and shall conform to any relevant
statutory regulations.
o) To provide indemnity insurance to cover the liability of
the Directors and members of the Management Committee, (i) 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;
(ii) to make contributions to the assets of the Company in accordance
with the provisions of section 214 of the Insolvency Act 1986:
Provided that any such insurance in the case of (i) above shall
not extend to any claim arising from any act or omission which
the Directors or members of the Management Committee knew to
be a breach of trust or breach of duty or which was committed
by the Directors or members of the Management Committee 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 Directors or Management Committee, (ii)
shall not extend to any liability to make such a contribution,
where the basis of the Director’s or Management Committee
member’s liability in her/his knowledge prior to the insolvent
liquidation of the Company (or reckless failure to acquire that
knowledge) that there was no reasonable prospect that the Company
would avoid going into insolvent liquidation.
p) To obtain, acquire and purchase all necessary permits, licenses
or trade marks and other intellectual property rights required
for the purpose of enabling the Company to carry on its objects
upon such terms and conditions as it may think fit.
q) To register, establish and or hold any copyrights, trade
marks or other intellectual property rights the Company thinks
necessary to carry on its objects.
r) To do all such other lawful things as may be necessary for
the attainment of the above objects or any of them.
5. In carrying out its objects, the Company shall seek to ensure
equality of opportunity for all sections of the community in
its own affairs and in society generally.
6. The income and property of the Company shall be applied solely
towards the promotion of its objects, and no part shall be paid
or transferred, directly or indirectly, by way of dividend,
bonus, or otherwise whatsoever by way of profit, to the members
of the Company and no Director or member of the Management Committee
shall be appointed to any office of the Company paid by salary
of fees or receive any remuneration or other benefit in money
or money’s worth from the Company, PROVIDED THAT nothing
shall prevent any payment in good faith by the Company:
a) Of the usual professional charges for business done by any
Director or Management Committee member who is a solicitor,
accountant or other person engaged in a profession, or by any
partner of his or hers, when instructed by the Company to act
in a professional capacity on its behalf: Provided that at no
time shall a majority of the trustees benefit under this provision
and that a Director or Management Committee member shall withdraw
from any meeting at which her or his appointment, or that of
his or her partner, is under discussion.
b) Of reasonable and proper remuneration for any services rendered
to the Company by any member, officer or servant of the Company
who is not a Director or a member of the Management Committee;
c) Of interest on money lent by any member of the Company (or
a Director or Management Committee member) at a rate per annum
not exceeding 2 per cent less than the base lending rate of
a clearing bank to be selected by the Directors or Management
Committee;
d) Of reasonable and proper rent for premises demised or let
by any member of the Company or a Director or member of its
Management Committee.
e) The payment of any premium as permitted by clause 4 (o);
f) To any Director or member of the Management Committee in
respect of reasonable out-of-pocket expenses.
7. The liability of the members is limited.
8. Every member of the Company undertakes to contribute to the
assets of the Company in the event of the same being wound up
during the time he/she or it is a member, or within one year
afterwards, for the payments of the debts and liabilities of
the Company contracted before the time at which s/he or it ceases
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.
9. If upon the winding up of dissolution of the Company there
remains after the satisfaction of its debts and liabilities
any property whatsoever, such property shall not be paid to
or distributed among the members of the Company but shall be
given or transferred to some other charitable institution or
institutions having objects similar to the objects of the Company,
such institution or institutions to be determined by the members
of the Company at or before the time of dissolution; and in
the event that it should prove impossible to comply with this
provision, then such property shall be given for some other
charitable object within the Company’s area of benefit.
10. No such addition, alteration or amendment shall be made
to or in the provisions of the Memorandum or Articles of Association
for the time being in force as shall cause the Company to cease
to be.
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