ICOM SV 1998 n/r/cc/98/totnes/f90

The Companies Acts 1985 & 1989

COMPANY LIMITED BY GUARANTEE

Memorandum of Association of

TOTNES DEVELOPMENT TRUST

as amended by written resolution on the 10th day of May 2000

1. The name of the company is "Totnes Development Trust" (referred to in this document as "the Company").

2. The registered office of the Company will be situated in England and Wales.

3. The objects of the Company are to pursue any charitable purpose for the benefit of the inhabitants of Totnes and neighbouring parishes in the county of Devon, and in particular the relief of poverty, the advancement of education and training, the preservation and improvement of craftsmanship, and the maintenance, improvement or provision of public amenities.

4. In furtherance of the above but not otherwise, the Company shall have the following powers:

(a) To co-operate with statutory, voluntary and other bodies which are supportive of the aims of the Company;

(b) 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, and to construct, maintain and alter any buildings or erections which the Company may think necessary for the promotion of its objects;

(c) To publish books, pamphlets, reports, leaflets, journals, films and instructional matter, in any format considered appropriate;

(d) To run lectures, seminars, conferences and courses;

(e) 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, provided that the Company shall not undertake any permanent trading activities in raising funds for its charitable objects;

(f) 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;

(g) 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 Company or calculated to further its objects;

(h) To undertake and execute any charitable trusts which may be lawfully undertaken by the Company and may be necessary to its objects;

(i) To invest the moneys 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 to the provisions of this Memorandum of Association;

(j) 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 Company subject to such consents as may be required by law and subject also to the provisions of this Memorandum of Association;

(k) To engage or employ such personnel (not being members of its Management Committee), whether as employees, consultants, advisers or however, as may be required for the promotion of the objects of the Company;

(l) To open and operate bank accounts and other facilities for banking in the name of the Company;

(m) To do all such other lawful things as may be necessary for the attainment of the above objects or any of them.

PROVIDED THAT:

(n) 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;

(o) In case the Company shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Company shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property that may come into their hands the Management Committee (being the directors of the Company) shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as such Management Committee of the Company would have been if no incorporation had been effected, and the incorporation of the Company shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Management Committee but they shall, as regards such property, be subject jointly and separately to such control and authority as if the Company were not incorporated;

(p) The objects of the Company shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.

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 set out in this Memorandum of Association, and no portion shall be transferred directly or indirectly by way of dividend, bonus, or otherwise whatsoever by way of profit to the members of the Company and no member of the Management Committee shall be appointed to any office of the Company paid by salary or 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 reasonable and proper remuneration to any member, officer or servant of the Company (not being a member of its Management Committee) for any services rendered to the Company;

b) Of interest on money lent by any member of the Company (or of its Management Committee) at a rate per annum not exceeding 2 per cent less than the base lending rate of the Company's bankers or 3 per cent, whichever is the greater;

(c) Of reasonable and proper rent for premises demised or let by any member of the Company (or of its Management Committee);

(d) Of fees, remuneration or other benefits in money or money's worth to a company of which a member of the Management Committee may be a member holding not more than 1/100th part of the capital of the company;

(e) Of grants, loans, donations or any other kind of financial assistance to any individual, organisation, firm, company, society or statutory authority which is a member of the Company or is represented on the Management Committee, provided that any such assistance is exclusively in respect of charitable activities in furtherance of the objects of the Company;

(f) To any 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 s/he 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 or dissolution of the Company there remains after the satisfaction of its debts and liabilities any property whatsoever, the same 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 and which shall prohibit the distribution of its or their income to an extent as least as great as is imposed on the Company under or by virtue of clause 6 above, such institution or institutions to be determined by the members of the Company at or before the time of dissolution, and in so far as effect cannot be given to this provision, then to 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.

CHC/ICOM 1998

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