No. of Company 1933168
The Companies Acts 1948 to 1981
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
and Articles of Association of
(Incorporated the 24th day of July 1985)
Jordan and Sons Ltd
Company Formation and Information Services
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|Articles Of Association|
|Date of Incorporation||Description|
|1||15th May 2008||Articles 64 and 66 modified to permit communication to members via electronic means.|
CERTIFICATE OF INCORPORATION
OF A PRIVATE LIMITED COMPANY
I hereby certify that
is this day incorporated under the Companies Acts 1985 as a private company and that the Company is limited.
Given under my hand at the Companies Registration Office, Cardiff,
the 24th day of July, 1985
MRS. C. ISREAL
an authorised officer
THE COMPANIES ACTS 1948 to 1981
COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION OF
1. The name of the Company is “WOKINGHAM THEATRE”.
2. The registered office of the Company will be situate in England.
3. The Company is established to promote, maintain, improve and advance public education particularly by the production of educational plays and the encouragement of arts, including the arts of drama, mime, dance, singing and music, and to formulate, prepare and establish schemes therefor provided that all objects of the Company shall be of a charitable nature.
In furtherance of the above objects but not further or otherwise the Company shall have the following powers:
a. To present, promote, organise, provide, manage and produce such plays, dramas, comedies, operas, operettas, burlesques, films, broadcasts, concerts, musical pieces, puppet shows, ballets, entertainments and exhibitions, whether on any premises of the Company or elsewhere, as are of educative value, to the promotion, maintenance, improvement and advancement of education or to the encouragement of the Arts.
b. To purchase, acquire and obtain interests in the copyright of or the rights to perform or show any opera, play, mime, comedy, drama, film, film scenario, stage piece or musical composition which can be used or adapted for the objects of the Company.
c. In furtherance of the objects of the Company to enter into agreements with authors, actors, dancers, composers, musicians, producers and script writers.
d. To purchase or otherwise acquire plant, machinery, furniture, fixtures, fittings, scenery and all other effects of every description necessary or convenient or usually or normally used in connection with or for the purpose of all or any of the objects of the Company.
e. To retain or employ professional or technical advisers or workers in connection with the objects of the Company and to pay reasonable and proper fees for their services.
f. Subject to such consents as are required-by law to borrow and raise money for the furtherance of the objects of the Company in such manner and on such security as the Company may think fit.
g. To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation or otherwise provided that the Company shall not undertake any permanent trading activities in raising funds for the above mentioned charitable objects.
h. To invest the moneys of the Company not immediately required for the furtherance of its objects 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 for the time being be imposed or required by law.
i. To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges and to construct, maintain and alter any buildings or erections which the Company may think necessary for the promotion of its objects.
j. Subject to such consents as are required by law to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Company with a view to the furtherance of its objects.
k. Subject to Clause 4 hereof to employ and pay such architects, surveyors, solicitors and other professional persons, workmen, clerks and other staff’ as are necessary for the furtherance of the objects of the Company.
l. To make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants.
m. To subscribe to, become a member of, or amalgamate or co-operate with any other charitable organisation, institution, society or body not formed or established for purposes of profit (whether incorporated or not and whether in Great Britain or Northern Ireland or elsewhere) whose objects are wholly or in part similar to those of the Company and which by its constitution prohibits the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Company under or by virtue of Clause 4 hereof and to purchase or otherwise acquire and undertake all such part of the property, assets, liabilities and engagements as may lawfully be acquired or undertaken by the Company of any such charitable organisation, institution, society or body.
n. To establish and support or aid the establishment and support of any charitable trusts, associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with or calculated to further any of the objects of the Company.
o. To do all or any of the things hereinbefore authorised either alone or in conjunction with any other charitable organisation, institution, society or body with which this Company is authorised to amalgamate.
p. To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company.
q. To do all such other lawful things as are necessary for the attainment of the above objects or any of them.
a. 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.
b. 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.
c. 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 the Council of Management 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 as such Council of Management or Governing Body 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 Council of Management or Governing Body but they shall as regards any such property be subject jointly and separately to such control or authority as if the Company were not incorporated.
4. The income and property of the Company shall be applied solely towards the promotion of its objects 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 members of the Company, and no member of its Council of Management 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 money’s worth from the Company.
Provided that nothing herein 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 Council of Management or Governing Body) for any services rendered to the Company;
b. of interest on money lent by any member of the Company or of its Council of Management or Governing Body at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the Council or Management or Governing Body;
c. of reasonable and proper rent for premises demised or let by any member of the Company or of its Council of Management or Governing Body;
d. of fees, remuneration or other benefit in money or money’s worth to any company of which a member of the Council of Management or Governing Body may also be a member holding not more than 1/100th part of the capital of that company; and
e. to any member of its Council of Management or Governing Body of reasonable out-of-pocket expenses.
5. The liability of the members is limited.
6. 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.
7. 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 4 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 object.
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
PAUL FLETCHER EVERALL,
Berkshire RG12 4DG
65 Ellison Way
Dated this 1st day of July, 1985
Witness to the above Signatures:- K.G. COCHRANE,
8 Shute End,