| MEMORANDUM OF ASSOCIATION OF BORDER COLLIE
RESCUE
1. The Company's name is "BORDER COLLIE RESCUE"
2. The Company's registered office is to be situated in England and Wales.
3. The objects of the Company
are:-
So far only as shall be charitable
a) To rescue, take in and provide care, shelter and sanctuary for stray, lost,
neglected, abandoned, ill treated and unwanted dogs of the breed known as the Border
Collie, or any dog of predominantly Border Collie origin and type, and other Working
Sheepdogs and to re-home these dogs, wherever possible, in environments that are most
suitable for their future happiness, security, physical requirements, individual needs and
potential;
b) To seek justice for these dogs and to alleviate the suffering of these dogs.
In furtherance of the above objects (but not further or otherwise) the
Company has the following powers:
(a)
(i) To assess, as best as possible with available expertise, the needs of each dog
individually and to take proper steps to ensure that these needs are considered in the
dogs re-homing programme.
(ii) To offer the best affordable veterinary treatment, accommodation, retraining and
socializing to dogs accepted by the organisation and to implement and supervise programmes
for the re-homing of these dogs.
(iii) To keep and maintain registers of dogs needing re-homing and applicants to adopt
them.
(b) To take whatever action as is appropriate and lawful to alleviate the suffering of
such dogs and to prosecute or support the prosecution of those who cause such suffering.
(c) To provide a program of public demonstrations, talks and seminars to-
(i) discourage irresponsible breeding, cruelty and neglect of such dogs;
(ii) promote a true understanding of the breed, its behaviour and its requirements;
(iii) promote good care and responsible ownership of such dogs;
(iv) promote the breed in character and blood line.
(d) Subject to available funding to:-
(i) provide individual advice about the breed to members of the public.
(ii) print and provide information sheets on the breed for free distribution to the
public.
(iii) provide free educational demonstrations and talks on matters relating to the
Border Collie to schools and other parties, institutions and events.
(iv) provide grants of cash or kind to suitable individuals or organisations on
condition that the grant be used only for the purposes of treating and/or caring for a
specific dog or dogs.
(e) To provide accommodation to dogs held in the care of Border Collie Rescue by:-
(i) Placing such dogs as are suitable in Licensed Boarding Kennels that have been
selected and approved by Border Collie Rescue as offering accommodation and care
appropriate to the needs of the breed.
(ii) Placing such dogs as are suitable in the care of independent Foster Homes that are
selected, approved and supervised by Border Collie Rescue and operate to the standards
required and defined by Border Collie Rescue.
(iii) Placing such dogs as are suitable in the care of internally controlled Foster
Homes that operate under the supervision and control of Border Collie Rescue.
(iv) Placing & Holding dogs in Licensed Boarding Kennels, Rescue Centres, Retreats,
Sanctuaries or Veterinary Hospitals / Rehabilitation Centres that are owned, operated and
run by Border Collie Rescue or a subsidiary company owned and controlled by Border Collie
Rescue.
(f) to pay the expenses of forming and registering the company;
(g) to acquire any land or buildings (whether freehold, leasehold or on licence) and
any rights over or connected with any property; to construct, maintain, improve, develop
and alter any such property or buildings; to sell, grant leases or licences over,
mortgage, turn to account or dispose of any such property or buildings;
(h) to raise funds by all or any means whatsoever, including the levying of
subscriptions from members of the company, seeking and receiving donations and grants from
any persons or bodies and the holding of flag-days and other events for the purposes of
raising funds;
(i) to borrow money in any manner, and upon such terms and on such security as the
company may think fit; and for these purposes to execute any type of mortgage, charge,
debenture or other security over the company's property;
(j) to invest any of the Company's money that is not immediately required in such
investments, securities or property as the Management Council think fit (but subject to
any conditions or consents that may be imposed by law);
(k) to open and operate one or more bank accounts and to draw, issue and accept cheques
and other negotiable instruments;
(l) subject to clause 4 of this memorandum, to employ full time and part time officers
and employees and to contract for the provision of services by any person, company or
body; and to pay wages, salaries and fees in consideration for any services to the Company
and to make reasonable provision for the payment of pensions, superannuation, sickness,
redundancy and other benefits and provision for the welfare of officers and employees and
their relatives and dependants;
(m) to support (including by way of financial grants or loans), join or co-operate with
any other organisation having objects similar to or compatible with those of the company,
provided that organisation is not formed or established for the purposes of profit and
providing its constitution prohibits the distribution of its income and property among its
members to at least as great an extent as is imposed on the Company under the terms of
this Memorandum.
(n) to do all other such things which are lawful and necessary or expedient for the
promotion of the Company's objects.
provided that:
(i) If the Company takes or holds any property which is subject to any trusts, the
Company shall deal with or invest that property only in such a manner as is allowed by
law, having regard to such trusts.
(ii) The objects of the Company shall not extend to the regulation of workers and
employers or organisations of workers and organisations of employers.
(iii) The Company shall not take on any permanent trading activities.
(iv) If the Company takes or holds any property which is subject to the jurisdiction of
the Charity Commissioners for England and Wales, the Company shall not sell, mortgage,
charge or lease that property without such authority, approval or consent as is required
by law, and the Management Council of the Company shall be chargeable for any such
property as may come into their hands and 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 extents that they would 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
Management Council and 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.
DEDICATION OF INCOME
(a) The Company's income and property shall be applied solely towards the promotion of
its objects as set out in this memorandum and no part of them shall be paid or
transferred, directly or indirectly, by way of dividend, bonus or otherwise to any member
or members of the Company, and no member of the Management Council of the Company 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.
(b) No member of the company ( other than a member who has been granted Honorary
membership and holds no other membership status ) 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, nor shall any member, having resigned membership, 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 within one year and one day of
the date of their resignation.
Provided that nothing in these clauses shall prevent the payment in good
faith of:
(a) reasonable and proper remuneration to any officer or employee of the Company
(provided s/he is not a member of the Company or the Management Council of the Company)
for any services rendered to the Company, or the reimbursement of reasonable and proper
out-of-pocket expenses incurred by any member, officer or employee;
(b) interest at a reasonable and proper rate on any money lent to the Company by any
member, officer or employee;
(c) reasonable and proper rent for premises demised or let to the Company by any
member, officer or employee;
(d) of any proper payment to another company in which a member of the Management
Council has an interest, provided the member of the Management Council does not hold more
than 1 per cent. of the capital of that other company, in which case the member of the
Management Council shall not (only by reason of such interest) be bound to account for any
share of the profits s/he may receive in respect of such payment.
5. MEMBERS
LIABILITY
The liability of the members is limited.
6.
EXTENT OF LIABILITY
Every member of the Company undertakes to contribute such amount as may be required
(not exceeding £1) to the Company's assets if it should be wound up while s/he is a
member or within one year after s/he ceases to be a member, for payment of the Company's
debts and liabilities contracted before s/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 themselves.
7.
WINDING UP PROCEDURE
If, when the Company is wound up or dissolved, there remains any property
whatsoever after all the debts and liabilities have been satisfied, that property shall
not be paid or distributed among the members of the Company, but shall be given or
transferred to some other charitable institution or institutions which have objects which
are similar to the objects of the Company, and which prohibit the distribution of income
or property to at least as great an extent as is imposed on the Company by clause 4 of
this memorandum. The institution or institutions concerned shall 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 decision, then to some other charitable object. |