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PLANED Constitution

MEMORANDUM OF ASSOCIATION OF

PEMBROKESHIRE LOCAL ACTION NETWORK FOR ENTERPRISE AND DEVELOPMENT (PLANED)
A Company Limited by Guarantee under the Companies Acts 1985 and 1989
and not having a share capital

1. The name of the Company is
Pembrokeshire Local Action Network for Enterprise and Development Limited (PLANED)
2. The registered office of the Company will be situated in Wales.

DEFINITIONS AND INTERPRETATION

3. In this Memorandum:-

(a) 'the Board' means The Council of Management consisting of the Directors of the Company.
(b) 'person' includes corporations and associations of persons.
(c) masculine words include the feminine and singular words the plural.
(d) headings are for convenience only and shall not affect the construction of the document.
(e) 'The Area' means the area of benefit of the Company which means the whole County of Pembrokeshire.
(f) References to actions by members of the Company shall be construed as applying also to individuals appointed under Article 27 to represent their organisations while acting in that capacity.

OBJECTS

4. The objects of the Association shall be, for the benefit of the public:

4.1 To promote any charitable purpose to stimulate improvements to the conditions of life in Pembrokeshire and to improve the quality of life for the benefit of the inhabitants of Pembrokeshire.
4.2 To promote and organise co-operation in the achievement of the above purposes and to that end to bring together local Community and Special Interest Groups, Statutory Authorities, Local Authorities and other organisations engaged in the furtherance of the above purposes.
4.3 To advance education and to provide facilities in the interest of social welfare for recreation and leisure time occupation with the object of improving the conditions of life of the inhabitants of the area
4.4 To promote research into the economic and structural resources and problems of the area and to publish the useful results of that research.
4.5 To promote mutual self-help within communities in the Area through the development of local initiatives and activities, and to provide appropriate support facilities.
4.6 To give advice, information and assistance to members such as will help achieve the objectives of the Company.

POWERS

5. In furtherance of the said objects, but not otherwise, the Company shall have power:-

(a) To promote and sponsor research projects and to publish the results and conclusions of such projects.
(b) -- to write, print or otherwise reproduce by any means of recorded audio and / or visual information whether now or hereafter invented and to circulate gratuitously or otherwise periodicals, magazines, books, leaflets or other documents, including such means as the World Wide Web or Internet;
(c) -- to hold exhibitions, meetings, lectures, classes, seminars, workshops, courses or other events either alone or with others;
(d) -- to promote research, experimental work, scientific investigation and development into any aspect of the objects of the Company and its work, and to disseminate the useful results of such research for the public benefit; (e) -- to represent the views and aspirations of PLANED to the National Assembly of Wales, Government Departments, Agencies and statutory bodies;
(f) -- to accept subscriptions, donations, devises and bequests of and to purchase, take on lease or in exchange, hire or otherwise acquire and hold any real or personal estate and to maintain or alter any of the same as are necessary for any of the objects of the Company and (subject to such consents as may be required by law) sell, lease or otherwise dispose of or mortgage any such real or personal estate;
(g) -- to issue appeals, hold public meetings and take such other steps as may be required for the purpose of procuring contributions to the funds of the Company in the shape of grants, donations, subscriptions, or otherwise;
(h) -- to draw, make, accept, endorse, discount execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the Company;
(i) -- subject to such consents as may be required by law, to borrow and raise money for the objects of the Company on such terms and conditions as may be considered appropriate;
(j) -- to purchase, take on lease, or in exchange, hire or otherwise acquire property and rights or privileges and to construct, maintain and alter buildings or erections;
(k) -- to carry on trade in so far as either the trade is exercised in the course of the actual carrying out of a primary object of the Company or such trade is temporary and ancillary to the carrying out of the said objects;
(l) To establish or promote or concur in establishing or promoting any company, firm, co-operative or other organisation the promotion of which shall be in any manner calculated to advance directly or indirectly the objects or interests of the Company.
(m) -- to take and accept any gift of money, property or other assets whether subject to any special trust or not for any one or more of the objects of the Company;
(n) -- to subscribe for either absolutely or conditionally or otherwise acquire and hold shares, debenture stock or other securities or obligations of any other company or association;
(o) -- to invest the monies of the Company not immediately required for its objects in or upon such investments as may be considered appropriate;
(p) -- to make any charitable donation either in cash or assets for the furtherance of the objects of the Company;
(q) -- to establish and support any charitable association or body and to subscribe or guarantee money for charitable purposes calculated to further the objects of the Company;
(r) -- to lend money and give credit to, take security for such loans or credit from and to guarantee and become or give security for the performance of contracts or obligations by any person or company as may be necessary or expedient for the work of the Company;
(s) -- to provide indemnity insurance to cover the liability of the Board which by virtue of any rule of law would attach to them in respect of any negligence, default, breach of duty or trust of which they may be guilty in relation to the Company PROVIDED THAT any such insurance shall not extend to any claim arising from any act or omission which the Board knew to be a breach of trust or breach of duty or which was committed by the Board in reckless disregard of whether it was a breach of duty or not and provided also that any such insurance shall not extend to the costs of an unsuccessful defence to a criminal prosecution brought against the Board in their capacity as Directors of the Company;
(t) -- to employ and pay any person or persons not being members of the Board to supervise, organize and carry on the work of the Company;
(u) -- to insure and arrange insurance cover for and to indemnify its officers, employees and voluntary workers and those of its members from and against such risks incurred in the course of the performance of their duties as may be thought fit;
(v) -- to apply monies in insuring any buildings or other property to their full value;
(w) -- to pay reasonable annual sums or premiums for or towards the provision of pensions for officers or employees for the time being of the Company and their dependants;
(x) -- to amalgamate with any companies, institutions, societies or associations which are charitable at law and have objects altogether or mainly similar to those of the Company and prohibit the 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;
(y) -- to pay out of the funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company;
(z) -- to establish where necessary local branches (whether autonomous or not);
(aa) -- to take over the assets, liabilities and general undertaking of the South Pembrokeshire Partnership for Action with Rural Communities (SPARC)
(bb) -- to do all such other lawful things as shall further the above objects or any of them.

APPLICATION OF INCOME

6. The income and property of the Company whencesoever derived shall be applied solely towards the promotion of the objects of the Company as set out herein and no portion shall be paid or transferred directly or indirectly to the members of the Company except by way of payment in good faith of reasonable and proper wages, bonuses and repayments (including loans) of expenses to any member or employee of the Company in return for any services actually rendered to the Company

PROVIDED THAT nothing herein shall prevent any payment in good faith by the Company:

7. -- of reasonable and proper remuneration to any officer, member, employee or consultant of the Company for any services rendered to the Company;

8. -- of interest, and on any monies lent by any member of the Company or of its Board at a rate per year not exceeding 2 per cent less than the base rate prescribed by the Bank of England or 3%, whichever is the greater.

9. -- of reasonable and proper rent for premises demised or let by any member of the Company or of its Board;

10. -- of fees, remuneration or other benefit in money or money's worth to a company of which a member of the Board may be a member holding not more that 1/100th part of the capital of that company;

11. -- to any member of the Board of out-of-pocket expenses;

12. -- of any premium of indemnity insurance arranged under the authority of Clause 3(s) above; and

13. -- to any volunteer worker of out-of-pocket expenses.

ACCOUNTS

14. True accounts shall be kept of the sums of money received and expended by the Company and the matters in respect of which such receipts and expenditures take place, of all sales and purchases of property and goods by the Company 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 as may be imposed in accordance with the regulations of the Company for the time being, such accounts will be open to the inspection of the members. The Trustees Annual Report and Accounts shall be audited by a suitably qualified independent person.

ADDITIONS, ALTERATIONS AND AMENDMENTS

15. No such additions, 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 make the Company a company to which Section 30 of the Companies Act 1985 does not apply.

MEMBERS' LIABILITY

16. The liability of the members is limited.

MEMBERS' CONTRIBUTIONS ON DISSOLUTION

17. Every member of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up while he is a member, or within one year after he ceases 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 one pound.

TRANSFER OF PROPERTY ON DISSOLUTION

18. If upon 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 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 such provision, then to some other charitable object with the agreement of the Charity Commissioners.

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