ORDERS 1986 TO 1990.docx

1、ORDERS 1986 TO 1990 THE COMPANIES (NORTHERN IRELAND) ORDERS 1986 TO 1990COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITALMEMORANDUM OF ASSOCIATION OFKINAWLEY COMMUNITY HALL ASSOCIATION1. The Companys name is: Kinawley Community Hall Association2. The Companys registered office is to be sit

2、uated in Northern Ireland.3. The objects of the Company shall be to promote the benefit of the inhabitants of Kinawley District (the “area of benefit”) without distinction of age, gender, sexuality, nationality, ethnic identity, disability, political or religious opinion, or other opinions by associ

3、ating with the statutory authorities, voluntary organisations and inhabitants in a common effort to advance education, advance health and provide facilities in the interests of social welfare for recreation and other leisure time occupations with the object of improving the conditions of life for th

4、e said inhabitants.4. POWERS In furtherance of the said objects, but not further or otherwise, the Company shall have power to: (1) (a) provide, endow, furnish and fit out with all necessary furniture and other equipment and maintain such buildings, premises, centres, performance areas and spaces as

5、 may from time to time be required for the purposes of the Company; (b) provide, secure or promote the provision of services and facilities for the aged, disabled, youth and children, including pre-school children within the area of benefit; (c) publish and distribute materials relating to the work

6、of the Company; (d) co-operate and enter into arrangements with any authorities, national, local or otherwise; (e) bring together in conference representatives of voluntary and community organisations, Government departments, statutory authorities and individuals; (f) arrange and provide for, either

7、 alone or with others, the holding of exhibitions, meetings, lectures, classes, seminars or training courses; (g) collect and disseminate information on all matters relating to its objects, and to exchange such information with other bodies having similar objects whether in the United Kingdom or els

8、ewhere; (h) write, print or publish, in whatever form, such papers, books, periodicals, pamphlets or other documents, including films and recorded material, as shall further its objects, and to issue or circulate the same whether for payment or otherwise; (i) accept subscriptions, donations, devises

9、 and bequests of and to purchase, take on lease or in exchange, hire or otherwise acquire and hold any real or personal estate, maintain and 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

10、dispose of or mortgage any such real or personal estate, having due regard to the requirements of, or conditions established by, statutory authorities or bodies providing funds or assistance of any kind to the Company; (j) draw, make, accept, endorse, discount, execute and issue promissory notes, bi

11、lls, cheques and other instruments, and to operate bank accounts; (k) borrow or raise money for the objects of the Company on such terms and (with such consents as are required by law) on such security as may be thought fit PROVIDED THAT the Company shall not undertake any permanent trading activiti

12、es in raising funds for the objects of the Company; (l) 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; (m) invest the monies of the Company not immediately required for its objects in or upo

13、n such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided; (n) make any charitable donation either in cash or assets fo

14、r the furtherance of the objects of the Company; (o) set aside income as a reserve against future expenditure but only accordance with a written policy on reserves; (p) establish and support any charitable association or body and to subscribe or guarantee money for charitable purposes calculated to

15、further the objects of the Company; (q) make regulations for the proper supervision, control and management of any property which may be so acquired;(r) 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

16、 the extent it is permitted to do so by clause 5 and provided it complies with the conditions in that clause;(s) to provide indemnity insurance for the Directors or any other officer of the Company in relation to any such liability as is mentioned in sub-clause (2) of this clause, but subject to the

17、 restrictions specified in sub-clause (3) of the clause; (t) engage consultants, advisors and other professionals as appropriate; (u) subject to the provisions of clause 5 hereof to pay reasonable annual sums or premiums for or towards the provision of pensions for officers or servants for the time

18、being of the Company or their dependants; (v) 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

19、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; (w) pay out of the funds of the Company the costs, charges and expenses of and incidental to the formation and regi

20、stration of the Company; (x) do all such other lawful things as shall further the above objects or any of them. (2) The liabilities referred to in sub-clause (1)(s) are: (a) any liability that by virtue of any rule of law would otherwise attach to a director of a company in respect of any negligence

21、, default breach of duty or breach of trust of which he or she may be guilty in relation to the Company; (b) the liability to make a contribution to the Companys assets as specified in Article 178 of the Insolvency (Northern Ireland) Order 1989 (wrongful trading). (3) (a) The following liabilities a

22、re excluded from sub-clause (2)(a): (i) fines; (ii) 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; (iii) liabilities to the Company that result from conduct that the Director

23、 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. (b) There is excluded from sub-clause (2)(b) any liability to make such a contribution whe

24、re the basis of the Directors 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.5. (1) The income and property of the

25、Company shall be applied solely towards the promotion of the Objects.(2) (a) 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;(b) Subject to the restrictio

26、ns in sub-clause (4), a Director may benefit from trustee indemnity insurance cover purchased at the Companys expense.(c) A Director may receive an indemnity from the Company in the circumstances specified in article 65. (3) None of the income or property of the Company may be paid or transferred di

27、rectly 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 also a Director receiving:(a) a benefit from the Company in the capacity of a beneficiary of the Company;(b) reasonable and proper remuneration for any

28、 goods or services supplied to the Company. (4) No Director may:(a) buy any goods or services from the Company;(b) sell goods, services , or any interest in land to the Company;(c) be employed by, or receive any remuneration from the Company;(d) receive any other financial benefit from the Company;u

29、nless(i) the payment is permitted by sub-clause (5) of this clause, does not exceed an amount that is reasonable in all the circumstances, and does not result in the majority of the Directors having received a financial benefit from the Company; or(ii) the Directors obtain the prior written approval

30、 of the Commission and fully comply with any procedures it prescribes.(5) (a) (i) A Director may receive benefit from the Company in the capacity of a beneficiary. (ii) A Director may enter into a contract for the supply of goods or services to the Company where that is permitted in accordance with,

31、 and subject to the conditions in, Section 88 of the Charities Act (Northern Ireland) 2008.(iii) A Director may receive interest on money lent to the Company at a reasonable and proper rate which must be 2 per cent (or more) per annum below the base rate of a clearing bank to be selected by the Dire

32、ctors.(iv) A company of which a Director is a member may receive fees, remuneration or other benefit in money or moneys 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 that company.(v) A Director may receive rent for 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 and provided that such a Director shall withdraw from any meeting at which such