Reg No: 04710199
THE
COMPANIES ACTS 1985 TO 1989
COMPANY
LIMITED BY GUARANTEE
AND
NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
OF
THE CRESCENT LAWN COMPANY LIMITED
THRING TOWNSEND
Midland
Bridge
Bath BA1 2HQ
Tel:
(01225) 340000
Ref: SJOS/RCS
COMPANIES ACTS 1985 & 1989
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF
ASSOCIATION
OF
THE CRESCENT
LAWN COMPANY LIMITED
1
NAME
The name of the
Company is The Crescent Lawn Company Limited
(the “Company”)
2
REGISTERED
OFFICE
The registered office
of the
Company is to be in England
3
OBJECTS
The object for
which the Company is established
(the “Object”)
is to manage and maintain
the Royal Crescent
lawn its boundary railings and bases and the
ha-ha wall structure
(the “Property”)
for the benefit
of the
general public
4
POWERS
In furtherance
of the Object
but not further
or otherwise the
Company shall have the following
powers:-
4.1.
To print and publish
any newspapers periodicals books articles or
leaflets
4.2.
To purchase, take on,
lease, exchange, hire or otherwise acquire
real or personal property and rights
or privileges anywhere in the world and to
construct
maintain and alter
buildings or structures
and to sell manage let
or mortgage dispose of
or turn to
account all or any of
the property
or assets of the
Company (subject to
such consents as may be required by law)
4.3.
To execute and do all
such other instruments
acts and things
as may be requisite for
the efficient
management development
and administration
of the property
or assets of the
Company
4.4.
To borrow or raise money for
the objects of
the Company on such terms
and on such security as may be thought
fit PROVIDED
THAT the consents
required by law (if any) or by this
Memorandum of Association
for such borrowing or raising of
money shall be obtained
4.5.
To take and accept
any gift of
money property or other
assets for the
Object of the
Company whether subject
to any special trust
or not
4.6.
To raise funds and
organise appeals and invite and receive contributions
from any person or persons whatsoever
by way of subscription
donation or otherwise
4.7.
To draw make accept
endorse discount execute
and issue promissory notes bills cheques and other
instruments
and to operate
bank accounts
4.8.
To make any donations
in cash or assets or establish
or support or aid in the
establishment
or support of
or constitute
or lend money (with or without
security) to
or for any exclusively charitable
trusts
associations or other
institutions
with objects
similar to that
of the
Company
4.9.
To engage and pay any person or persons whether
on a full time
or part time
basis or whether as consultant
or employee to supervise organise carry on the
work of and advise the
Company and to dismiss such persons
4.10.
To amalgamate with
any companies institutions
societies or associations
which shall have objects altogether
or mainly similar to that
of the
Company and prohibit payment
of any dividend or profit
to and the
distribution
of any of their
assets amongst
their members at
least to the
same extent
as such payments or distributions
are prohibited in the
case of members of
the Company by this
Memorandum of Association
4.11.
To pay out of
funds of the
Company the costs
charges and expenses of and incidental
to the formation
and registration
of the
Company
4.12.
To establish any
company or companies or subscribe for take
or otherwise acquire and hold shares stock
debentures or other
securities of
or interests
in any company or undertaking established
with the intention
of directly
benefiting the
Company or in the furtherance
of the Object
4.13.
To insure the Directors
against personal liability
incurred in respect of
any act or omission which is or is alleged to
be a breach of trust
or breach of duty,
unless the Director
concerned knew that,
or was reckless whether, the
act or omission was a breach of
trust or
breach of duty
4.14.
To do all such other
lawful things
as will further
the attainment
of the Object
of the
Company PROVIDED THAT:
4.14.1.
in case the Company
shall take or hold any property
which may be subject to
any trusts the
Company shall only deal with or invest
the same in such manner as allowed by law
having regard to such trusts
4.14.2. the
Company’s Object shall not
extend to the
regulation of
relations between
workers and employers or organisations of
workers and organisations of
employers
5
BENEFITS TO
DIRECTORS AND MEMBERS
5.1.
The property and funds
of the
Company must be used only for
promoting the
Object and no portion
thereof shall
be paid or transferred
directly or indirectly
by way of dividend bonus or otherwise
howsoever by way of profit
to the
members of the
Company save that:
5.1.1.
members (whether or not
Directors) may be employed by or enter
into contracts
with the
Company and receive reasonable payment for
goods or services supplied
5.1.2.
members (whether or not
Directors) may be paid interest
at a reasonable rate
on money lent to
the Company
5.1.3.
members (whether or not
Directors) may be paid a reasonable rent
or hiring fee for
property let
or hired to the
Company
5.2.
A Director must
not receive any payment
of money or other
material benefit
(whether directly
or indirectly) from
the Company except:
5.2.1.
as mentioned in
clauses 4.13 5.1.1
5.1.2 5.1.3 or 5.3
5.2.2.
reimbursement of
reasonable out‑of‑pocket
expenses (including hotel and travel
costs) actually
incurred in running the Company
5.2.3.
an indemnity in respect
of any liabilities
properly incurred in running the Company
(including the costs
of a successful
defence to
criminal proceedings)
5.2.4.
payment to
any company in which a Director has no more than
a 1 per cent shareholding
5.2.5.
in exceptional cases other
payments or benefits
5.3 Nothing
in this document
shall prevent any payment
in good faith
by the Company of
the usual professional
charges for business done by any Director
who is a solicitor accountant
or other person engaged in a profession
or by any partner of
his or hers or by any firm or company in which
he is a member or employee when instructed
by the Company to
act in any professional
capacity on its
behalf: Provided that
5.3.1
the level and nature
of such charges shall be no more than
is reasonable in relation to
the value of the
services provided and shall be set in
accordance with the
procedures in clause 5.4; and
5.3.2
no more than one half
of the Directors
are interested
in any such contract
in any financial year; and
5.3.3
any such payment must
be approved in advance by an ordinary resolution
of the
members of the
Company
5.4 Whenever
a Director has a personal interest
in a matter to
be discussed at a meeting
of the Directors
or a committee
the Director
concerned must:
5.4.1
declare an interest
at or before
discussion begins on the matter
5.4.2
withdraw from
the meeting for
that item
unless expressly invited to
remain in order to provide information
5.4.3
not be counted
in the quorum for
that part
of the meeting
5.4.4
withdraw during the
vote and have no vote
on the matter
6
LIMITED
LIABILITY
The liability of
members is limited
7
GUARANTEE
Every member promises that
if the
Company is dissolved while he or it remains a
member or within 12 months
after he or it
ceases to be a member he or it
shall contribute
up to £1 towards
the costs of
distribution
and the liabilities
incurred by the Company while the
contributor
was a member
8
WINDING UP
8.1.
The
members of the Company may at any time before, and in expectation of, its dissolution resolve that any net assets of the Company after all its debts and liabilities have been paid, or provision has
been made for them, shall on or before the dissolution of the Company be applied or transferred in any of the following ways:
8.1.1. directly for the Objects; or
8.1.2. by transfer to any charity or charities for purposes similar to the Objects; or
8.1.3. to any charity for use for particular purposes that fall within the Objects;
8.2.
Subject to any such resolution of the members of the Company, the Directors of the Company may at any time before and in expectation of its dissolution resolve that any net assets of the Company after all its debts and liabilities have been paid, or provision
made for them, shall on dissolution of the Company be applied or transferred:
8.2.1. directly for the Objects; or
8.2.2. by transfer to any charity or charities for purposes similar to the Objects; or
8.2.3. to any charity or charities for use for particular purposes that fall within the Objects.
8.3.
In
no circumstances shall the net assets of the charity be paid to or distributed among the members of the Company (except to a member that is itself a charity) and if no such resolution is passed by the members or the Directors the net assets of the Company shall be applied for charitable purposes as directed by the court or the Commission.
9
INTERPRETATION
9.1.
Words and expressions defined
in the Articles
have the same meanings in this
Memorandum
9.2.
References to
an Act of
Parliament are references
to the Act
as amended or re‑enacted from
time to time
and to any subordinate
legislation made under it
9.3.
words importing the
masculine gender shall include the feminine
9.4.
words importing the
singular number shall include the plural and
vice versa and
9.5.
words importing
persons shall include corporations
THE
COMPANIES ACTS 1985 TO 1989
COMPANY
LIMITED BY GUARANTEE
AND
NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
OF
THE
CRESCENT LAWN COMPANY LIMITED
THRING TOWNSEND
Midland
Bridge
Bath BA1 2HQ
Tel:
(01225) 340000
Ref: SJOS/RCS
COMPANIES ACTS 1985 & 1989
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
ARTICLES OF
ASSOCIATION
OF
1
GENERAL
In these
Articles where the
context permits:-
“the
Act” means
the Companies Act
1985
“AGM” means
an annual general meeting of
the Company
“the
Articles” means
the articles
of the
Company
“Chairman” means the
Chairman of the
Board of Directors
“the Directors” means the
Directors for
the time
being of the
Company who shall be the directors
for the
purposes of the
Act
“EGM” means an extraordinary
general meeting of
the Company
“the
Memorandum” means the
Memorandum of Association
of the
Company
words importing
the masculine gender shall include the
feminine
words importing
the singular number shall include the
plural and vice versa and
words importing
persons shall include corporations
Words and expressions defined
in the Memorandum have the
same meaning in these Articles.
Subject
as aforesaid any words or expressions defined
in the Act or
any statutory
modification
or re-enactment
thereof in force
at the date
when these Articles
become binding shall if not
inconsistent
with the
subject or context
bear the same meaning in these
Articles
2
TABLE C
The regulations
contained in Table C in the
Schedule to the
Companies (Table A - F) Regulations 1985 shall
apply to the
Company except in so far
as they are not
excluded by or inconsistent
with these Articles
3
MEMBERSHIP
3.1.
Membership of the
Company is only open to persons who are
ordinary members of the
Royal Crescent Society
3.2.
Membership of the
Company is not transferable.
4
GENERAL MEETINGS
4.1.
Members are entitled
to attend
general meetings in person or by proxy. General meetings
are called on at least
clear 21 days written
notice specifying
the business to
be discussed.
4.2.
There is a quorum at a
general meeting if
the number of
members present in person or by proxy is fifty
per cent of the
members plus one.
4.3.
The Chairman or (if the
Chairman is unable or unwilling to do so) some
other member elected
by those present
shall preside at any general meeting.
4.4.
Except where otherwise
provided by the Act,
every issue shall be decided by a majority of
the votes cast.
4.5.
Except for
the chairman of
the meeting,
who has a second or casting vote,
every member present in person or by proxy has
one vote on each issue.
4.6.
A written
resolution signed by all those
entitled to
vote at a
general meeting is as valid as a resolution
actually passed at
a general meeting (and for
this purpose the
written
resolution may be set
out in more than
one document and will be treated
as passed on the date
of the last
signature).
4.7.
The Company must hold
an AGM in every year which all members are entitled
to attend. The first
AGM may be held within 18 months
after the
Company’s incorporation.
4.8.
At an AGM the
members shall:
4.8.1.
receive the accounts
of the
Company for the
previous financial year
4.8.2.
receive the Directors’
report on the
Company’s activities
since the previous AGM
4.8.3.
appoint auditors
for the
Company
4.8.4.
discuss and determine
any issues of policy or deal with
any other business put
before them
4.9.
Any general meeting
which is not an AGM is an EGM.
4.10.
An EGM may be called at
any time by the
Directors and must
be called within 28 days on a written
request from
at least three
members.
5
BOARD OF
DIRECTORS
5.1.
The Board of Directors,
all of whom must
be members of the
Company, shall consist of
not less than
three nor more than
seven individuals. The Board of
Directors may at
any time appoint
any individual (who is willing to act
both as a member and a Director)
to be a Director,
either to fill
a vacancy or as an additional Director,
provided that
the maximum number is not
exceeded.
5.2.
The Board of Directors
shall appoint an individual from
amongst its
own members to be the
Chairman of the
Board of Directors.
5.3.
A Director’s term
of office
automatically
terminates if
he or she:
5.3.1.
is disqualified under the
Act from acting
as a company director;
5.3.2.
he becomes bankrupt or
makes any arrangement or composition
with his creditors
generally; or
5.3.3.
he is, or may be, suffering
from mental
disorder and either:-
5.3.3.1. he
is admitted to
hospital in pursuance of
an application for
admission for treatment
under the Mental
Health Act
1983 or, in Scotland, an application
for admission under the
Mental Health
(Scotland) Act
1960; or
5.3.3.2. an
order is made by a court having jurisdiction
(whether in the
United Kingdom or elsewhere) in matters
concerning mental disorder for
his detention
or for the appointment
of a receiver, curator
bonis or other person to
exercise powers with respect
of his property
or affairs
5.3.4.
is absent without
permission from three
consecutive meetings
of the Directors;
5.3.5.
resigns by written
notice to the
Directors;
5.3.6.
ceases to be a member
of the
Company
5.4.
Any Director may be
removed from office
as Director by resolution
of the Board
of Directors
provided that
such Director has previously been notified
in writing of
the reasons for
such removal and has had a fair and reasonable
opportunity to
make written
representations
to the Board
of Directors
before such resolution
is put to the
vote
6
DELEGATION OF POWERS
6.1.
The Directors may by
power of attorney
or otherwise appoint
any person to be the
agent of the
Company for such purposes and on such conditions
as they determine
including authority
for the agent
to delegate
all or any of his powers
6.2.
The Directors may
delegate any of
their powers to
any committee
consisting of
two or more individuals appointed
by them (but
at least one
member of every such committee
must be a Director). Any such delegation
may be made subject to
any conditions the
Directors may impose, and either
collaterally with
or to the
exclusion of their
own powers and may be revoked or altered.
Subject to
any such conditions, the
proceedings of a committee
with two or
more members shall be governed by the articles
regulating the
proceedings of Directors
so far as they
are capable of applying PROVIDED that
all actions and proceedings of
any such committee
shall be fully and promptly
reported to the
Directors
7
DIRECTORS’ MEETINGS
7.1.
Subject to
the provisions of
these Articles
the Directors
may regulate their
proceedings as they think
fit. Any
Director may, on reasonable notice,
call a meeting of
the Directors.
It shall not
be necessary to give notice
of a meeting to
a Director who is absent
from the United
Kingdom
7.2.
A quorum at a meeting
of the Directors
is three Directors
7.3.
A meeting of
the Directors
may be held either in person or by suitable
electronic means agreed by the
Directors in which all participants
may communicate with
all the other
participants
7.4.
The Chairman or (if the
Chairman is unable to do so or prevented
by personal interest
from doing so) some other
Director chosen by the
Directors present
shall preside at each meeting
7.5.
Subject to
the provisions of
the Act the
Memorandum and the Articles
the business of
the Company shall be managed by the
Directors who may exercise all the
powers of the
Company. The powers given by this regulation
shall not be limited
by any special power given to the
Directors by the
Articles and a meeting
of Directors
at which a quorum is present
may exercise all powers exercisable by the
Directors
7.6.
Every issue may be determined
by a simple majority of
the votes cast
at a meeting
but a written
resolution signed by all the
Directors is as valid as a resolution
passed at a meeting
(and for this
purpose the resolution
may be contained in more than
one document and will be treated
as passed on the date
of the last
signature)
7.7.
Except for
the chairman of
the meeting,
who has a second or casting vote,
every Director has one vote
on each issue
7.8.
A procedural defect
of which the
Directors are unaware at
the time does
not invalidate
decisions taken at
a meeting
8
RECORDS AND
ACCOUNTS
8.1.
The Directors must
comply with the
requirements of
the Act as to
keeping financial records, the
audit of
accounts and the
preparation and transmission
to the Registrar
of Companies of:
8.1.1.
annual returns
8.1.2.
annual statements
of account
8.2.
The Directors must
keep proper records of:
8.2.1.
all proceedings at meetings
of the Directors
8.2.2.
all reports of
committees
and
8.2.3.
all professional
advice obtained
8.3.
Accounting records
relating to the
Company must be made available for
inspection by any Director
at any reasonable time
during normal office
hours and must be made available for
inspection by any member or the
representative
of any member on reasonable request
8.4.
A copy of the
Company's latest
available statement
of account
must be supplied on request
to the
members of the
Royal Crescent Society
and on request to
any Director
9
NOTICES
9.1.
Notices under these
Articles may be sent
by hand, or by post or by suitable
electronic means.
9.2.
The only address at
which a Director or member is entitled
to receive notices
is the address shown in the
Register of
Members.
9.3.
Any notice given in
accordance with these
Articles is to
be treated for
all purposes as having been received.
9.3.1.
24 hours after
being sent by electronic
means or delivered by hand to the
relevant address
9.3.2.
two clear days after
being sent by first
class post to
that address
9.3.3.
three clear days after
being sent by second class or overseas post
to that
address
9.3.4.
on the date
of publication
of a newspaper containing
the notice
9.3.5.
on being handed to the
recipient personally or,
9.3.6. as
soon as the recipient
acknowledges actual receipt
10
WINDING UP
The provisions of the
Memorandum relating to
the winding up of
the Company take
effect
as though repeated
here.