Wikimedia UK v1.0/Memorandum of Association

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Here is the draft Memorandum of Association (LaTeX form) of the proposed UK Wikimedia Chapter. Any disussion should be on the talk page, please do not amend this page directly.

The draft Memorandum is based on the model Memorandum of Association on the Charity Commission website, amended over discussion at the 27 Nov 2005 meeting.

Draft final PDF form is here.

The draft[edit]


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\section*{THE COMPANIES ACTS 1985 AND 1989\\
COMPANY LIMITED BY GUARANTEE}

\section*{Memorandum of Association of\\Wiki Educational Resources}

\begin{enumerate}
\item The company's name shall be Wiki Educational Resources (and in this document it
is called \emph{the Company}).
\item The Company's registered office shall be situated in England.
\item The Company's objects (\emph{the Objects}) are:

\begin{enumerate}
\item to enable, assist, promote and promulgate wider participation in
the creation, dissemination and expansion of information and educational
resources covering the world's knowledge and languages to all persons,
everywhere;
\item to further the development of electronic, printed, and other resources
required to support such participation;
\item to produce, publish and develop, or cause to be produced, published
and developed, information resources, whether in printed, electronic, or other
forms;
\item to make use of or encourage the use of information resources for the
advancement of education;
\item to encourage the adoption of practices and policies to widen education,
participation and dissemination of information worldwide; and
\item to undertake and carry on any other business which may seem to the
Company capable of being conveniently carried on in connection with any of
the above specified objects, or calculated directly or indirectly to
enhance the value of or render profitable any of the Company's property or
rights.

\end{enumerate}
\item ~

\begin{enumerate}
\item In addition to any other powers it may have, the Company has the following
powers in order to further the Objects (but not for any other purpose):

\begin{enumerate}
\item to raise funds. In doing so, the Company must not undertake any substantial
permanent trading activity and must comply with any relevant statutory
regulations;
\item to buy, take on lease or in exchange, hire or otherwise acquire any
property and to maintain and equip it for use;
\item to sell, lease or otherwise dispose of all of any part of the property
belonging to the Company. In exercising this power, the Company must
comply as appropriate with sections 36 and 37 of the Charities Act
1993 (or any statutory re-enactment or modification of those sections);
\item to borrow money and to charge the whole or any part of the property
belonging to the Company as security for repayment of the money borrowed.
The Company must comply as appropriate with sections 38 and 39 of the
Charities Act 1993 (or any statutory re-enactment or modification of those
sections) if it wishes to mortgage land;
\item to co-operate with other charities, voluntary bodies and statutory
authorities based either in the United Kingdom or elsewhere and to
exchange information and advice with them;
\item to establish or support any charitable trusts, associations or institutions
formed for any of the charitable purposes included in the Objects,
including trusts, associations, and institutions based overseas;
\item to acquire, merge with or to enter into any partnership or joint
venture arrangement with any other charity or any other similar overseas
entity or trust formed for any of the Objects;
\item to set aside income as a reserve against future expenditure but only
in accordance with a written policy about reserves;
\item to employ and remunerate such staff as are necessary for carrying
out the work of the Company. The Company may employ or remunerate
a Director only to the extent it is permitted to do so by Clause 5
and provided it complies with the conditions in that Clause;
\item to:

\begin{enumerate}
\item deposit or invest funds;
\item employ a professional fund-manager; and
\item arrange for the investments or other property of the Company to be
held in the name of a nominee;
\end{enumerate}
in the same manner and subject to the same conditions as the trustees of a trust
are permitted to do by the Trustee Act 2000.
\item to provide indemnity insurance for the Directors or any other officer
of the Company in relation to any such liability as is mention as
Sub-clause (b) of this Clause, but subject to the restrictions specified
in Sub-clause (c) of this Clause;
\item to pay out of the funds of the Company the costs of forming and registering
the Company both as a company and as a charity;
\item to do all such other lawful things as are necessary for the achievement
of the Objects;
\end{enumerate}
\item The liabilities referred to in Sub-clause (4)(a)(xi) are:

\begin{enumerate}
\item any liability that by virtue of any rule of law would otherwise attach
to a director of a company in respect of any negligence, default breach
of duty or breach of trust of which we or she may be guilty in relation
to the Company;
\item the liability to make a contribution to the Company's assets as specified
in section 214 (wrongful trading) of the Insolvency Act 1986 (or any statutory
re-enactment or modification of that section);
\end{enumerate}
\item ~

\begin{enumerate}
\item The following liabilities are excluded from Sub-clause (4)(a) (i):

\begin{enumerate}
\item fines;
\item costs of unsuccessfully defending criminal prosecutions for offences
arising out of the fraud, dishonesty or wilful or reckless misconduct
of the Director or other officer;
\item liabilities to the Company that result from conduct that the Director
or other officer knew or must be assumed to have known was not in
the best interests of the Company or about which the person concerned
did not care whether it was in the best interests of the Company or
not.
\end{enumerate}
\item There is excluded from Sub-clause (4)(a)(ii) any liability to
make such a contribution where the basis of the Director's liability
is his or her 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.
\end{enumerate}
\end{enumerate}
\item ~

\begin{enumerate}
\item The income and property of the Company shall be applied solely towards
the promotion of the Objects.
\item ~

\begin{enumerate}
\item A Director is entitled to be reimbursed from the property of the
Company or may pay out of such property reasonable expenses properly
incurred by him or her when acting on behalf of the Company.
\item Subject to the restrictions in Sub-clauses (4)(b) and (4)(c), a Director
may benefit from trustee indemnity insurance cover purchased at the
Company's expense.
\end{enumerate}
\item None of the income or property of the Company may be paid or transferred
directly or indirectly by way of dividend bonus or otherwise by way
of profit to any member of the Company. This does not prevent a member
who is not a Director receiving:

\begin{enumerate}
\item a benefit from the Company in the capacity of a beneficiary of the
Company;
\item reasonable and proper remuneration for any goods or services supplied
to the Company.
\end{enumerate}
\item No Director may:

\begin{enumerate}
\item buy and goods or services from the Company;
\item sell goods, services, or any interest in land to the Company;
\item be employed by, or receive any remuneration from the Company;
\item receive any other financial benefit from the Company; unless:

\begin{enumerate}
\item the payment is permitted by Sub-clause (e) of this Clause and the
Directors follow the procedure and observe the conditions set out
in Sub-clause (f) of this Clause; or
\item the Directors obtain the prior written approval of the Commission
and fully comply with any procedures it prescribes.
\end{enumerate}
\end{enumerate}
\item ~

\begin{enumerate}
\item A Director may receive a benefit from the Company in the capacity
of the beneficiary of the Company.
\item A Director may be employed by the Company or enter into a contract
for the supply of goods or services to the Company, other than for
acting as a Director.
\item A Director may receive interest on money lent to the Company at a
reasonable and proper rate not exceeding 2 per cent per annum below
the base rate of a clearing bank to be selected by the Directors.
\item A company of which a Director is a member may receive fees remuneration
or other benefit in money or money's worth provided that the shares
of the company are listed on a recognised stock exchange and the Director
holds no more than 1 per cent of the issued capital of the company.
\item A Director may receive rent for the premises let by the Director to
the Company if the amount of the rent and the other terms of the lease
are reasonable and proper.
\end{enumerate}
\item ~

\begin{enumerate}
\item The Company and its Directors may only rely upon the authority provided
by Sub-clause (5)(e) if each of the following conditions is satisfied:

\begin{enumerate}
\item The remuneration or other sums paid to the Director do not exceed
an amount that is reasonable in all the circumstances.
\item The Director is absent from the part of any meeting at which there
is discussion of:

\begin{itemize}
\item his or her employment or remuneration, or any matter concerning the
contract; or
\item his or her performance in the employment, or his or her performance
of the contract; or
\item any proposal to enter into any other contract or arrangement with
him or her or to confer any benefit upon him or her that would be
permitted under Sub-clause (5)(e); or
\item any other matter relating to a payment or the conferring of any benefit
permitted by Sub-clause (5)(e).
\end{itemize}
\item The Director does not vote on any such matter and is not to be counted
when calculating where a quorum of Directors is present at the meeting.
\item The other Directors are satisfied that it is in the interests of the
Company to employ or to contract with that Director rather than with
someone who is not a Director. In reaching that decision the Directors
must balance the advantage of employing a Director against the disadvantages
of doing so (especially the loss of the Dirtector's services as a
result of dealing with the Director's conflict of interest).
\item The reason for their decision is recorded by the Directors in the
minute book
\item A majority of the Directors then in office have received no such payments.
\end{enumerate}
\item The employment or remuneration of a Director includes the engagement
or remuneration of any firm or company in which the Director is:

\begin{enumerate}
\item a partner;
\item an employee;
\item a consultant;
\item a director; or
\item a shareholder, unless the shares of the company are listed on a recognised
stock exchange and the Director holds less that 1 per cent of the
issued capital
\end{enumerate}
\end{enumerate}
\item In Sub-clauses (b) - (f) of this Clause:

\begin{enumerate}
\item {}``Company'' shall include any company in which the Company:

\begin{enumerate}
\item holds more than 50\% of the shares; or
\item controls more than 50\% of the voting rights attached to the shares;
or
\item has the right to appoint one or more directors to the Board of the
company
\end{enumerate}
\item \char`\"{}Director\char`\"{} shall include any child, parent, grandchild,
grandparent, brother, sister, civil partner or spouse of the Director
or any person living with the Director as his or her partner.
\end{enumerate}
\end{enumerate}
\item The liability of the members is limited.
\item Every member promises, if the Company is dissolved while he or she
is a member or within twelve months after he or she ceases to be a
member, to contribute such sum (not exceeding £1) as may be demanded
of him or her towards the payment of the debts and liabilities of
the Company incurred before he or she ceases to be a member, and of
the costs charges and expenses of winding up, and the adjustment of
the rights of the contributories among themselves.
\item ~

\begin{enumerate}
\item 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:

\begin{enumerate}
\item directly for the Objects; or
\item by transfer to any Company or charities, based either in the United
Kingdom or elsewhere, for purposes similar to the Objects; or
\item to any Company for use for particular purposes that fall within the
Objects;
\end{enumerate}
\item 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:

\begin{enumerate}
\item directly for the Objects; or
\item by transfer to any charity or charities, based either in the United
Kingdom or elsewhere, for purposes similar to the Objects; or
\item to any charity or charities for use for particular purposes that fall
within the Objects.
\end{enumerate}
\item In no circumstances shall the net assets of the Company 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.
\end{enumerate}
\end{enumerate}
We, the persons whose names and addresses are written below, wish
to be formed into a company under this Memorandum of Association.

Signatures, Names, and Addresses of Subscribers:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Dated:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Witness to the above signatures:

Name:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Address:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Occupation:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\end{document}