Mems & Arts

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, licences 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 °;
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 a charity in law.

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Buchan Dial-a-Community Bus is a company limited by guarantee and is recognised as a Scottish Charity.
Company number: 216225
Scottish Charity number: SC031183
DAB Plus c.i.c. is a commmunity interest company. Company number: SC316107