Memorandum and Articles of Association
The Lanchester Partnership
Incorporated 19 NOVEMBER 1999,
as amended by special resolutions dated
12 October 2002, 7 June 2003, 6 September 2003 and 9 January 2010
The Companies Acts 1985 and 1989
Company limited by Guarantee and not having a Share Capital
Memorandum of Association of
The Lanchester Partnership
1. The company's name is The Lanchester Partnership (and in this document it is called 'the Charity').
2. The Charity's registered office is to be situated in England and Wales.
3. The Charity's objects ("the Objects") are:
To promote the benefit of the inhabitants of the Parish of Lanchester and its neighbourhood in the County of Durham by:
(1) providing or assisting in the provision of facilities for recreation and other leisure time occupation in the interests of social welfare, with the object of improving the conditions of life of the said inhabitants;
(2) providing or assisting in the provision of community transport services, particularly but not exclusively for such said inhabitants as are in need of such services because of age, sickness, or disability (mental or physical), or poverty, or because of lack of availability of adequate and safe public services;
(3) (a) promoting high standards of planning, architecture and landscape design in or affecting the Parish;
(b) advancing education by raising their awareness of the geography, history, natural history and architecture of the Parish;
(c) securing the preservation protection conservation development and improvement of features of historic or public interest in the Parish;
(4) advancing the education of the community concerning climate change.
4. In addition to any other powers which it has the Charity may exercise the following powers in furtherance of the Objects:
(1) Power to provide, encourage and engage in activities conducive to the proper performance of the Objects and to encourage community involvement in such activities;
(2) Power to raise funds and invite and receive contributions; provided that in raising funds the Charity shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations;
(3) Power to acquire, buy, take on lease or in exchange, or hire any land, building or accommodation and to alter, improve, repair, maintain and equip it for use;
(4) Power to sell, demise, let, hire out or otherwise dispose of all or any part of the Charity's property, subject to complying with the restrictions on disposals imposed by section 36 of Charities Act 1993, unless the disposal is excepted from these restrictions by section 36(9)(b) or (c) or section 36(10) of that Act;
(5) Power to borrow money and to mortgage or charge all or any part of the Charity's property as security for repayment of the money borrowed, subject to complying with the restrictions on mortgages or charges imposed by section 38 of the Charities Act 1993;
(6) Power to acquire or hire property, goods and chattels of any kind;
(7) Power to insure the land, buildings, accommodation, property, goods and chattels of the Charity against any foreseeable risk and take out other insurance as and when appropriate to protect the Charity, including public liability insurance;
(8) Power 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 Charity;
(9) Power to deposit funds in any manner;
(10) Power to make grants or loans of money and to give guarantees;
(11) Power to set aside funds for special purposes or as reserves against future expenditure;
(12) Power to invest the funds of the Charity in any of the investments for the time being authorised for the investment of charity funds;
(13) Subject to clause 5 below, power to employ such staff, who shall not be directors of the Charity (in this document called "the trustees") as are necessary for the proper pursuit of the Objects and to make all reasonable and necessary provision for the payment of pensions and superannuation to staff and their dependants;
(14) Subject to clause 5 below, power to employ paid or unpaid agents or advisers;
(15) Power to enter into contracts to provide services or facilities to or on behalf of other bodies;
(16) Power to establish subsidiary companies to assist or act as agents for the Charity;
(17) Power to establish or support any charitable trusts, associations or institutions formed for all or any of the Objects;
(18) Power to promote or carry out research;
(19) Power to obtain or provide information or advice;
(20) Power to publish or distribute information;
(21) Power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or like charitable purposes and to exchange information or advice with them;
(22) Power to insure the trustees against the costs of a successful defence to a criminal prosecution brought against them as charity trustees or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty, unless the trustee concerned knew that, or was reckless whether, the act or omission was a breach of trust or a breach of duty;
(23) Power to pay out of the funds of the Charity the costs, charges and expenses of and incidental to the formation and registration of the Charity;
(24) Power to do all such other lawful things as promote or help to promote the Objects.
5. The income and property of the Charity shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Charity, and no trustee shall be appointed to any office of the Charity paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Charity: Provided that nothing in this document shall prevent any payment in good faith by the Charity:
(1) of reasonable and proper remuneration for any services rendered to the Charity by any member, officer or servant of the Charity who is not a trustee;
(2) of interest on any money lent by any member of the Charity or trustee 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 trustees;
(3) of fees, remuneration or other benefit in money or money's worth to any company of which a trustee may also be a member holding not more than 1/100th part of the issued capital of that company;
(4) of reasonable and proper rent or hiring fee for premises demised, let or hired to the Charity by any member of the Charity or a trustee;
(5) to any trustee of reasonable out-of-pocket expenses.
6. The liability of the members is limited.
7. Every member of the Charity undertakes to contribute such amount as may be required (not exceeding £10) to the Charity's assets if it should be wound up while he or she is a member or within one year after he or she ceases to be member, for payment of the Charity's debts and liabilities contracted before he or she 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.
8. If the Charity is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid or distributed among the members of the Charity, but it shall be given or transferred to some other charity or charities having objects similar to the Objects which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Charity by clause 5 above, chosen by the members of the Charity at or before the time of dissolution and if that cannot be done then to some other charitable object.
Signed by the Chairman as authorised by a meeting of the Trustees on 21 January 2010:
Articles of Association of
The Lanchester Partnership