Memorandum of Association

THE COMPANIES ACTS 1985 to 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM of ASSOCIATION
of
PORTGORDON COMMUNITY HARBOUR GROUP LIMITED

1. The company's name is "Portgordon Community Harbour Group
Limited".

2. The company's registered office is to be situated in Scotland.

3. In this clause and throughout this Memorandum of Association the word "charitable" shall be interpreted as if it incorporated an over-riding qualification limiting the powers of the company such that any activity which would otherwise be permitted by the terms of the clause may be carried on only if that activity furthers a purpose which is regarded as charitable for the purposes of Section 505 of the Income and Corporation Taxes Act 1988 and also the Charities and Trustee Investment (Scotland) Act 2005, (including any statutory amendment or re-enactment for the time being in force). Subject to that over-riding qualification, the companies objectives are:

(i) For the benefit of the public to acquire, repair, maintain, conserve and preserve Portgordon Harbour through the necessary rebuilding and restoration thereof.

(ii) To advance public education concerning the history of Portgordon and it's former surrounding communities.

(iii) To advance public education generally and to provide, or assist in the provision of, facilities in the interests of social welfare for recreational and leisure-time occupation with the object of improving the conditions of life for the inhabitants of Portgordon and its environs.

(iv) To promote and/or provide training and skills of all kinds particularly such skills as will assist the residents of Portgordon and its environs in obtaining paid employment.

In furtherance thereof but not otherwise:

(a) To support local and national initiatives, which aim to preserve and develop harbours by improving mooring and recreational aspects.

(b) To develop places of Historical and Conservational interest where public awareness may be obtained in relation to Clause 3 (i) of this memorandum.

(c) To employ others as and when it may be required for the purposes of achieving the companies objects.

(d) To encourage, arrange or conduct research affecting the conservation of said Portgordon harbour in general, and to publish the results of any research.

(e) To implement training courses, exhibitions and conferences as may be required from time to time to promote the objects of the company

(f) To develop community participation on a local and national level for the advancement of these objects.

(g) To secure the establishment, maintenance and management of such a centre or centres for activities promoted by the company.

(h) To promote, establish and operate other schemes of a charitable nature for the benefit of the public in Portgordon and its environs.

4. In furtherance of the above objects:

The company shall have the following powers:

a) Subject to such consents as may be required by law, to borrow and raise money for the furtherance of the objects of the company in such a manner and on such security as the company may think fit.

b) To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation or otherwise provided that this shall be without prejudice to the ability of the company to disclaim any gift, legacy or bequest in whole or in part in such circumstances as the company may think fit and provided also that the company shall not undertake any permanent any permanent trading activities in raising funds for the above mentioned charitable objects.

c) To hold, sponsor, arrange or organise meetings, conferences, lectures, seminars, film shows, appeals and educational classes and talks in the furtherance of the company and to organise, manage, present, produce and support, exhibitions, workshops, press conferences, trade fairs, festivals, advertising campaigns, promotions, displays and to assist in advising any person, corporation or organisation in relation thereto and to advertise and adopt such means as may seem expedient to promote the aims and services of the company.

d) To make grants or loans (with or without security) to any other charitable body or charitable purpose and to grant guarantees or contracts of indemnity on behalf of any such charitable body or charitable purpose.

e) To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants and other negotiable, transferable or mercantile instruments.

f) To subscribe either absolutely or conditionally or otherwise acquire and hold shares, stocks, debentures, debenture stock or other securities or obligations of any other charitable company.

g) To invest the monies 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 impose or required by law.

h) To act as agents in the channelling of funds, grants and any other monies available from any source.

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 and to purchase or otherwise acquire plant, machinery, fixtures, furniture, fittings, equipment and other effects of every description necessary or convenient or usually or normally used in conjunction with or for the purposes of all or any of the objects of the company.

j) Subject to such consents as may be 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 furtherance of its objects.

k) Subject to clause 5 hereof to employ and pay such architects, surveyors, solicitors and consultants, workmen, clerks and other staff as are necessary for the furtherance of the objects of the company.

l) To insure the company, its property and assets against such risks as the directors consider it prudent and necessary to insure against.

m) To make all reasonable and necessary provision for the payment of pensions and super-annuation to or on behalf of employees and their widows and other dependants.

n) To make payments towards insurance for any director, officer or auditor against any liability as is referred to in Section 310(1) of the Companies Act 1985.

o) To establish, finance and manage in the United Kingdom any body, association or organisation (whether unincorporated or incorporated) including any subsidiary company to carry out the objects of the company.

p) To make any charitable donation either in cash or assets in furtherance of the primary objects of the company.

q) 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) 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 5 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.

r) 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.

s) 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 the company is authorised to amalgamate.

t) To purchase or otherwise acquire and undertake all or any of the property, assts, liabilities and engagements of one or more of the associations, foundations, institutions, companies, societies or bodies with which the company is authorised to co-operate or federate.

u) To sell or otherwise dispose of the whole or any part of the property, undertaking and assets of the company to any such persons or company with charitable objects.

v) To enter into any arrangement with any government or authorities (supreme, municipal, local or otherwise) or any corporations, companies or persons that may seem conducive to the attainment of the company's objects or any of them.

w) To undertake any charitable activity, which directly or indirectly promotes ant of the objects of the company, including acting as trustees thereof.

x) To do all such other lawful things as are necessary for the attainment of the above objects or any of them.

Provided that:

(a) In case the company shall take or hold 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 regulations of relations between workers and employers or organisations of workers and organisations of employers.

5. 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.

6. The liability of the members is limited.

7. Every member of the company undertakes to contribute such an amount as may be required (not exceeding £1.00) to the companies assets if it should be wound up while he/she is a member, or within one year after he/she ceases to be member, for payment of the companies debts and liabilities 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.

8. If upon 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 organisation or institutions having objects similar to the objects of the company and which shall prohibit the distribution of its income and property to an extent at least as great as is imposed on the company under or by virtue of clause 5 hereof, such institution or organisation 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 project.

WE, the subscribers to this memorandum of association, wish to be formed into a company pursuant to this memorandum.

SIGNED
1............
2............
3............
4............

For technical reasons it is not possible to provide signatures of the subscribers to this document.

Any correspondence on the above should be addressed to:

The Secretary
Portgordon Community Harbour Group Ltd
1b Gordon Square
Portgordon
Banffshire
AB56 5RG

Portgordon Community Harbour Group Ltd - registered Scottish Charity No: SC040805
Patron: Mrs Clare Russell - Lord-Lieutenant of Banffshire
© Content copyright: Portgordon Community Harbour Group Ltd 2006 - 2014
Created by SilverBack