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Lutheran
- Polish Kościół Ewangelicko-Augsburski w Londynie - Londyn
Polish Lutheran Church London
COMPANIES
ACT 1985
COMPANY
LIMITED BY GUARANTEE
NOT
HAVING A SHARE CAPITAL
AND
HAVING CHARITABLE STATUS
MEMORANDUM OF ASSOCIATION
of
Lutheran
Church in Great Britain Limited
Name
1 The name of the company
is Lutheran Church in Great Britain (“the Charity”).
The Charity may, with the approval of the Charity
Commission, change the name of the Charity.
Interpretation
2 In this Memorandum of
Association, the following expressions have the
following meanings
“Bishop” means the person elected as Bishop of the
Lutheran Church in Great Britain
“Dean” means the person elected as Dean of the
Lutheran Church in Great Britain
“the Board” means the Board of Trustees
“the Chair” means the person
appointed by the Trustees to preside at their meetings
“the Charity” means the Lutheran
Church in Great Britain, the company intended to be
regulated by this Memorandum of Association
“the Charity Commission” means the
Charity Commission for England and Wales
“Member” means a member of the
Charity; a Member may be an individual or a church or
congregation or other organisation, incorporated or
unincorporated
“the Statement of Faith” means the
Statement of Faith approved by the Synod
"Synod” means the Synod of the
Lutheran Church in Great Britain (which, for the
avoidance of doubt, comprises ordained ministers
approved by the Lutheran Church in Great Britain,
persons duly elected by congregations of the Lutheran
Church in Great Britain and other persons duly
appointed as members of the Synod)
3 References to an Act of
Parliament are references to the Act as amended or
re-enacted from time to time and to any subordinate
legislation made under it.
4 Expressions referring to writing shall,
unless the contrary intention appears, be construed as
including references to printing, electronic
communication, lithography, photography and other
modes of representing or reproducing words in a
visible form of whatsoever kind.
5 Unless the context
otherwise requires, words or expressions contained in
these Articles shall bear the same meaning as in the
Act or any statutory modification of the Act in force
on the date on which these Articles become binding on
the Charity.
6
All words using the singular case shall include the
plural and vice versa and all words denoting any
gender shall include all genders.
Registered office
7 The registered office
will be situated in England.
Objects
8 The Objects of the
Charity are for the benefit of the public:
8.1 to promote and advance
religion in accordance with the Statement of Faith in
such ways to such people, without regard to their age,
condition or religion, in the United Kingdom or the
world, as the Trustees from time to time may think
fit.
8.2 to relieve suffering and
hardship and to promote and preserve spiritual and
physical good health and well-being by the provision
of funds, goods or services of any kind including, but
without limitation, the provision of counselling and
support to such people and communities, without regard
to their age, condition or religion, in the United
Kingdom or the world as the Trustees from time to time
may think fit.
Powers
9 In furtherance of these
objects, but not otherwise, the Charity shall have the
following powers:
9.1 to provide and maintain
places of worship, retreat or quiet contemplation,
libraries and reading rooms for the use of
congregations or other groups, individuals and those
involved with the Charity’s management and
administration or with the provision of the Charity’s
services
9.2 to arrange and provide or
cooperate with others in arranging and providing
services, meetings, concerts and other musical events,
classes, lectures, seminars, conferences, exhibitions
and training courses
9.3 to provide advice,
support, education and guidance for groups and
individuals on all matters connected with the
Statement of Faith or its application or any other
matter relevant to the Charity’s Objects
9.4 to cause to be written
and to publish on paper or electronically journals,
reports and other written material including, but
without limitation, magazines, books, leaflets and
periodicals and to participate in, contribute to and
make sound broadcasts, television programmes, film
shows and generally collect and disseminate
information and ideas by any media whether now in use
or developed in the future
9.5 to foster, promote or
carry out research into any aspect of the Charity’s
work and to disseminate and exchange the results of
any such research
9.6 to establish and run
educational institutions
9.7 to act as trustee of any
other church, charity or trust which in the opinion of
the Board furthers the aims and Objects of the Charity
9.8 to join, organise or
participate in any formal or informal group which in
the opinion of the Board furthers the aims and Objects
of the Charity including, but without limitation,
ecumenical committees, groups and organisations
9.9 to cooperate or enter
into arrangements with other churches, charities,
voluntary bodies, statutory authorities or other
groups or organisations, international, national,
local or otherwise, to exchange information or advice
with them
9.10 to support, administer or
establish, alone or jointly with others, other
charities, churches, groups or bodies that, in the
opinion of the Board, further the Objects of the
Charity including, but without limitation, trading
companies
9.11 to acquire, merge with or
enter any partnership or joint venture arrangement
with any other charity that, in the opinion of the
Board, will further the Objects of the Charity
9.12 to raise funds, take and
accept any gift of money, property or other assets,
whether subject to any special trust or not, for any
purpose of the Charity
9.13 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 or other
property of any kind, to maintain and alter any of the
same as is necessary for any of the Charity’s Objects
and, subject to compliance with the Charities Act
1993, to sell, lease or otherwise dispose of or
mortgage any such real or personal estate
9.14 to borrow and raise money
for the purposes of the Charity on such terms and
(subject to the Charities Act 1993) on such security
as may be thought fit
9.15 to erect, maintain,
improve, let, alter or dispose of any buildings for
the time being belonging to the Charity with a view to
furthering its Objects
9.16 to make grants or loans of
money and to give guarantees
9.17 to set aside funds for
special purposes or as reserves against future
expenditure
9.18 to deposit or invest funds
and to delegate the management and custody of
investments in accordance with the Trustee Act 2000
9.19 to insure the property of
the Charity against any foreseeable risk and to take
out other insurance policies that, in the opinion of
the Board, protect the Charity and to provide
indemnity insurance to cover the liability of the
Trustees (or any of them) which by virtue of any rule
of law would otherwise attach to them in respect of
any negligence, default breach of trust or breach of
duty of which they may be guilty in relation to the
Charity, and the liability of the Trustees (or any of
them) to make a contribution to the Charity’s assets
as specified in section 214 of the Insolvency Act 1986
(wrongful trading), provided that any such insurance
shall not extend to any claim arising from any act or
omission that the Trustees (or any of them) knew to be
a breach of trust or breach of duty or which was
committed by the Trustees (or any of them) in reckless
disregard of whether it was a breach or trust or
breach of duty or not; and provided also that such
insurance shall not extend to the costs of an
unsuccessful defence to a criminal prosecution brought
against the Trustees in their capacity as Trustees of
the Charity
9.20 to employ and remunerate
any person or persons to advise on or supervise,
organise or carry on the work of the Charity
9.21 to make such payments to a
Trustee or Trustees as are permitted by Clauses 11 to
23
9.22 to enter into contracts to
provide services to or on behalf of other bodies
9.23 to make such articles of
association, rules, regulations and bye-laws as the
Board considers from time to time are necessary to the
efficient running of the Charity
9.24 to pay out of the funds of
the Charity the costs of the formation and
registration of the Charity both as a company and as a
charity
9.25 to decide from time to
time the Charity’s mission, aims and activities and to
decide priorities for action
9.26 to do all such other
lawful things that the Board believes are conducive or
incidental to the attainment of the Objects or any of
them.
Application of income and property
10 The income and property
of the Charity shall be applied solely towards the
promotion of the Objects.
11 A Trustee may benefit
from trustee indemnity insurance cover purchased at
the Charity’s expense subject to the restrictions in
Clause 14.
12 A Trustee may receive an
indemnity from the Charity in the circumstances
specified in Article 138.
13 A Trustee may be paid
out of, or be reimbursed from, the property of the
Charity for reasonable expenses properly incurred when
acting on behalf of the Charity.
14 None of the income or
property of the Charity or any other charity,
organisation or trading company or other body in which
the Charity has a controlling interest may be paid or
transferred directly or indirectly by way of dividend
bonus or otherwise by way of profit to any Member of
the Charity provided that nothing shall prevent any
payment in good faith by the Charity:
14.1 of reasonable and proper
remuneration to a Member who is not also a Trustee for
any goods supplied or services rendered to the Charity
14.2 of reasonable and proper
remuneration for services as a Bishop to a Trustee who
has been appointed a Bishop of the Lutheran Church in
Great Britain
14.3 of reasonable and proper
remuneration for services as Dean to a Trustee who has
been appointed Dean of the Lutheran Church in Great
Britain
14.4 of reasonable and proper
remuneration by the Charity to a Trustee for the
supply of goods or services to the Charity provided
that this does not result in a majority of the
Trustees having received such a financial benefit from
the Charity
14.5 of any premium in respect
of any indemnity insurance to cover the liability of
Trustees (or any of them) which by virtue of any rule
of law would otherwise attach to them in respect of
any negligence, default, breach of trust or breach of
duty of which they may be guilty in relation to the
Charity provided that any such insurance shall not
extend to any claim arising from any act or omission
that the Trustees (or any of them) knew to be a breach
of trust or breach of duty or which was committed by
the Trustees (or any of them) in reckless disregard of
whether it was a breach or trust or breach of duty or
not; and provided also that such insurance shall not
extend to the costs of an unsuccessful defence to a
criminal prosecution brought against the Trustees in
their capacity as Trustees of the Charity
14.6 of interest on money lent
to the Charity by any Trustee or by any member of the
Synod at a rate per year not exceeding one per cent
less than the Bank of England base rate or two per
cent, whichever is the greater
14.7 of reasonable and proper
rent for premises demised or let to the Charity by any
Trustee or by any member of the Synod
14.8 subject to the Charity’s
power to pay a reasonable charge for work done by any
firm, company or organisation whose assistance is
reasonably required by the Charity for its proper
administration notwithstanding that a Trustee or
Trustees of the Charity is a trustee or senior officer
or employee of that firm, company or organisation, of
fees, remuneration or other benefit in money or kind
to a company of which a Trustee may be a member
holding not more than a one per cent shareholding in
that company.
15 This does not prevent a Trustee from buying
goods or services from the Charity or any other
charity or trading company or other body in which the
Charity has a controlling interest on the same terms
as other Members or members of the public or receiving
a benefit from the Charity in the capacity of a
beneficiary of the Charity on the same terms as other
Members.
16 No Trustee may be paid or receive any other
benefit for his or her services to the Charity in the
capacity of a Trustee.
17 A Trustee may:
17.1 sell goods, services or any interest in land
to the Charity or
17.2 be employed by or receive remuneration from
the Charity or
17.3 receive any other financial benefit from the
Charity if:
17.4 he or she is not prevented from so doing by
Clause 16 and
17.5 the benefit is permitted by Clauses 14 or 15
and
17.6 the benefit is authorised by the Board in
accordance with the conditions in Clause 18.
18 If it is proposed that a Trustee should
receive a benefit from the Charity that is not already
permitted under Clauses 14 or 15, he or she must:
18.1 declare his or her interest in the proposal
and its nature and extent, and
18.2 be absent from that part of any meeting at
which the proposal is discussed and take no part in
any discussion of it, and
18.3 not be counted in determining whether the
meeting is quorate, and
18.4 not vote on the proposal.
19 In cases covered by Clause 17, those
Trustees who do not stand to receive the proposed
benefit must be satisfied that it is in the interests
of the Charity to contract with or employ that Trustee
rather than someone who is not a Trustee and they must
record the reason for their decision in the minutes of
the meeting. In reaching that decision, the Trustees
must balance the advantage of contracting with or
employing a Trustee against the disadvantage of so
doing, taking particular account of any possible loss
of the Trustee’s services as a result of the Trustee’s
conflict of interest.
20 The Board may only authorise a transaction
falling within Clause 17 if the Board comprises a
majority of Trustees who have not received any such
benefit.
21 If the Board fails to follow this
procedure, the resolution to confer a benefit upon the
Trustee will be void and the Trustee must repay to the
Charity the value of any benefit received by the
Trustee from the Charity.
22 A Trustee must absent himself or herself
from any discussions of the Board in which it is
possible that a conflict will arise between his or her
duty to act solely in the interests of the Charity and
any personal interest (including, but not limited to,
any personal financial interest) and take no part in
the voting upon the matter except in respect of any
indemnity insurance to cover the liability of
Trustees.
23 In Clauses 11 to 22, all references to “the
Charity” shall include any company in which the
Charity holds more than 50% of the shares, or controls
more than 50% of the voting rights attached to the
shares, or has the right to appoint one or more
directors to the Board of the company, and all
references to “Trustee” or “Trustees” shall include
any person, firm or company connected with the
Trustee. For this purpose, a person is connected with
a Trustee if that person is:
23.1 a child, parent, grandchild, grandparent,
brother, sister, spouse or civil partner of the
Trustee or any other person living with the Trustee as
his or her partner or
23.2 a spouse or civil partner of any person
falling within Clause 23.1.
Amalgamation
24 The Charity may by special resolution of
the Members with the approval of the Synod transfer
the assets and liabilities of the Charity to another
charity established for exclusively charitable
purposes within, the same as or similar to the Objects
and having a similar Statement of Faith.
25 On such a transfer to another charity, the
Trustees must ensure that all necessary steps are
taken to transfer the Charity’s land and other
property and contracts, including contracts of
employment and the transfer of pension rights.
Dissolution
26 The Charity may by special resolution of
the Members decide that the Charity is to be
dissolved. The Trustees will then be responsible for
the orderly winding up of the Charity’s affairs.
27 The Trustees must collect in all the assets
of the Charity and must pay or make provision for all
the liabilities of the Charity.
28 The Trustees must apply any remaining
assets directly for the Objects, or by transfer to any
church or churches or charity or charities for
purposes the same as or similar to the Charity, or by
transfer to any charity or charities for use for
particular purposes that fall within the Objects, or
in such other manner as the Charity Commission may
approve in writing in advance.
29 The Synod may pass a resolution before or
at the same time as the resolution to dissolve the
Charity specifying the manner in which the Trustees
are to apply the remaining property or assets of the
Charity and, if it is consistent with Clause 28, the
Trustees must comply with the resolution.
30 In no circumstances shall
the remaining property or assets of the Charity be
paid to or distributed among the Members of the
Charity except to a Member that is itself an
appropriate church or charity.
31 The Trustees must notify
the Charity Commission that the Charity has been
dissolved as soon as possible after the dissolution
and, if they are required to send accounts for the
financial year ending prior to the dissolution to the
Charity Commission, they must send the Charity
Commission the Charity’s final accounts.
Changes to the Memorandum of
Association
32 Subject to the approval
of the Charity Commission, this Memorandum of
Association may be amended by special resolution of
the Members of the Charity provided that:
32.1 no amendment is valid if
it would have the effect of making the Charity cease
to be a charity at law
32.2 no amendment may be made
to the Objects if the change would not be within the
reasonable contemplation of the Members of or the
donors to the Charity
32.3 a copy of the resolution
making the amendment is sent to the Charity Commission
within twenty one days of being passed.
Limitation
of liability
33 The liability of members
is limited.
Contribution
to assets of the Charity
34 Every Member undertakes
to contribute to the assets of the Charity in the
event of the Charity being wound up while they are a
member, or within one year after they cease to be a
member, towards the payment of the debts and
liabilities of the Board contracted before they cease
to be a Member and of the costs, charges and expenses
of winding up, and for the adjustment of rights of the
contributories among themselves, such amount as may be
required not exceeding one pound (Ł1).
We,
the persons whose names and addresses are written
below, wish to be formed into a company under this
Memorandum of Association.
Signatures, names and addresses of subscribers
…………………………………………
Date
………………………………………....
Witness to the above signatures
Name
…………………………………………
Address
…………………………………………
Occupation
…………………………………………
COMPANIES
ACT 1985 see in Pdf.
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