THE
COMPANIES ACT 1985
A
PRIVATE COMPANY LIMITED BY GUARANTEE
MEMORANDUM
OF ASSOCIATION
of
INDIAN MUSIC & DANCE COLLECTIVE
1. The name of the Company
is Indian Music & Dance Collective
2. The Registered Office of
the Company will be in
3. The objects for which
the Company is established are:‑
3.1 To advance the education of the public with regard to
South Asian Music and Dance in Scotland and elsewhere and to take action
for the relief of poverty particularly amongst the community in
3.2 For the purposes of furthering the attainment of above
mentioned charitable objects, but not for any other purpose, the Company shall
have and may exercise all or any of the following powers:‑
3.2.1
To organise and promote
performances, productions and events.
3.2.2
To organise classes, workshops
and other educational opportunities
3.2.3
To invite artistes from other
parts of the
3.2.4
To encourage better
understanding of cultural diversity in
3.2.5
To collaborate with artists,
organisations from other traditions to create cross cultural work and
understanding.
3.2.6
Any other activities consistent
with the objects of the company.
3.2.7 To conduct appeals for money or other gifts or for any other assistance for any of the purposes of the Company, to apply to the Government, public bodies, local authorities and other councils, corporations, companies or persons for and to receive grants of money, and to solicit and accept subscriptions and donations (whether of heritable or moveable property) and legacies and bequests and endowments for any of the purposes of the Company and to manage and administer the same as part of the capital and assets of the Company.
3.2.8 To purchase and enter into contracts for the purchase of goods and materials either alone or jointly with others.
3.2.9 To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Company as may be thought expedient with a view to the promotion of its objects.
3.2.10 To undertake and execute any charitable trust which may lawfully be undertaken by the Company and may be conducive to any of the principal objects of the Company.
3.2.11 To borrow or raise money for the purposes of the Company on such terms and on such security as may be thought fit, and for the purpose of promoting the primary objects of the Company to co‑operate with manufacturers, industrialists, dealers and other traders and organisations and with the press and other sources of publicity.
3.2.12 To invest the moneys of the Company not immediately required for its purpose 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 may from the time being be imposed or required by law and subject also as hereinafter provided.
3.2.13 To establish and support or aid in the establishment and support of
any charitable associations or institutions and to subscribe or guarantee money
for charitable purposes in any way connected with or calculated to further any
of the principal objects of the Company.
3.2.14 To lend money and give credit to any person, with or without security, and to grant guarantees and contracts or indemnity on behalf of any person.
3.2.15 To draw make, accept, endorse, discount, negotiate, execute and issue cheques, promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.
3.2.16 To promote any Private Act of Parliament, Provisional Order or other authority to enable the company to carry on its objects, alter its constitution, and achieve any other purpose which may promote the company's objects, and to oppose or object to any application or proceedings which may prejudice the company's interests.
3.2.17 To enter into any arrangement with any organisation, government or authority which may be advantageous for the purposes of the activities of the company and to obtain from any such organisation, government or authority any charter, right, privilege or concession.
3.2.18 To enter into partnership or any other arrangement for sharing profit, co‑operation or mutual assistance with any body whether charitable or not and whether incorporated or unincorporated.
3.2.19 To give any debentures or securities and accept any shares, debentures, or securities as consideration for any business, property and rights acquired or disposed of.
3.2.20 To effect insurance against risks of all kinds.
3.2.21 To amalgamate with any charitable body, incorporated or unincorporated, having objects altogether or in part similar to those of the Company.
3.2.22 To subscribe for, take, purchase and otherwise acquire and hold shares, stocks, debentures and other interests in any company with which the company is authorised to amalgamate and to acquire and take over the whole or any part of the undertaking, assets and liabilities of any body, incorporated or unincorporated, with which the company is authorised to amalgamate.
3.2.23 To carry out any of these objects in any part of the world as principal agent, contractor, trustee or in any other capacity and through an agent, contractor, sub‑contractor, trustee or any person acting in any other capacity and either alone or in conjunction with others.
3.2.24 To promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any of the shares or securities of any such company as aforesaid.
3.2.25 To establish pension or superannuation schemes for, and to pay pensions to, any persons formerly employed by the Company or their dependants, and generally to provide as the Company shall think fit for the welfare of any employees or former employees of the Company.
Provided
that:‑
1.1
1.1.1
In case the Company shall take
or hold any property which may be subject to any trust, the Company shall only
deal with or invest the same in such manner as allowed by law, having regard to
such trust.
1.1.2
The objects of the Company shall
not extend to the regulation of relations between employers and workers or
organisations of employers and organisations of workers and the Company shall
not support with its funds any object or endeavour to impose on or procure to
be observed by its members any regulation, restriction or condition which if an
object of the Company would make it a Trade Union.
1.1.3
In case the Company shall take
or hold any property subject to the jurisdiction of any competent charitable
authority 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 the Management Committee or Governing Body of the
Company shall be chargeable for any such property that may come into their
hands and 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 they would have been as such Management
Committee or Governing Body if no incorporation had been effected, and the
incorporation of the Company shall not diminish or impair any control or
authority exercisable by the Court of Session or any Court of competent
jurisdiction or other authority having jurisdiction in the matter but the
Management Committee or Governing Body shall as regards any such property be
subject jointly and severally to such control or authority as if the Company
were not incorporated.
2.
The income and property of the
Company, whensoever derived shall be applied solely towards the promotion of
the objects of the Company as set forth in this Memorandum of Association 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 and no member of its Management Committee or Governing Body shall
be appointed to any office of the Company paid by salary or fees or receive any
remuneration or other benefit in money or moneys' worth from the Company.
Provided
that nothing herein shall prevent any payment in good faith by the Company:‑
2.1
Of reasonable and proper
remuneration to any member, officer or servant of the Company (not being a
member of its Management Committee or Governing Body unless at any meeting at
which salary, terms and conditions of employment or any item in any way related
to his employment such member of the Management Committee who receives such
remuneration shall absent himself from such meeting while such items are being
discussed and shall not vote on any such items) for any services rendered to
the Company;
2.2
To any member, officer or
servant of the Company including members of its Management Committee or
Governing Body of expenses including office, travel, hotel and other like
expenses properly incurred on the business of the Company;
2.3
Of interest on money lent by any
member of the Company or of its Management Committee or Governing Body at a
rate per annum not exceeding two per cent less than the base lending rate
prescribed for the time being by the Bank of Scotland, or five per cent
whichever is the greater;
2.4
Of reasonable and proper rent
for premises let by any member of the Company or of its Management Committee or
Governing Body;
2.5
Of fees, remuneration or other
benefit in money or moneys' worth to a company of which a member of the
Management Committee or Governing Body may be a member holding not more than
one hundredth part of the capital of that Company.
3.
The liability of the members is
limited.
4.
Every member of the Company
undertakes to contribute to the assets of the Company in the event of its being
wound up while he is a member, or within one year after he ceased to be a
member for payment of the debts and liabilities of the Company contracted
before he ceases to be a member, and of the costs, charges and expenses of
winding up, and for the adjustment of the rights of the contributories among
themselves, such amount as may be required not exceeding £1.00.
5.
If after the winding up or
dissolution of the Company there remains after the satisfaction of all 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 and property to an extent at least as great as is imposed on the
Company under or by virtue of Clause 2
hereof, such institution or institutions to be determined by the members of the
Company at or before the time of dissolution and if and so far as effect cannot
be given to such provision, then to some other charitable objects.
6.
True accounts shall be kept of
all sums of money received and expended by the Company and the matters in
respect of which such receipts and expenditure take place, and of the property,
credits and liabilities of the Company and, subject to any reasonable
restrictions as to the time and manner of inspecting the same that may be
imposed in accordance with the regulations of the Company for the time being,
such accounts shall be open to the inspection of the members. Once at least in
every year the accounts of the Company shall be examined and the correctness of
the balance sheet ascertained by a properly qualified Accountant or Auditor.
WE, the several persons whose names and addresses are subscribed, are
desirous of being formed into a Company in pursuance of this Memorandum of
Association:‑
______________________________________________________________________________
Names, Addresses and Descriptions of Subscribers
______________________________________________________________________________
______________________________________________________________________________
Dated:
Witness to the above Signatures:‑
____________________________________________ Signature
____________________________________________ Full Name
____________________________________________ Address
____________________________________________
____________________________________________ Occupation