Memorandum of Association
1. The company’s name is to be ‘Colintraive and Glendaruel Development
Trust’.
2. The company’s registered office is to be situated in Scotland.
3. The purpose of the Colintraive and Glendaruel Development Trust is to
work with, and for, the Community to identify projects and activities which will
improve access to, and provision of, facilities, amenities and services for
employment, education, health and recreation. The Colintraive and
Glendaruel Development Trust will do this while maintaining the bene?ts of
living in the area such as safety, tranquility and community spirit.
The company has therefore been formed to bene?t the Community, which
comprises the post code units; PA22 3AA, PA22 3AB, PA22 3AD, PA22 3AE,
PA22 3AF, PA22 3AG, PA22 3AH, PA22 3AJ, PA22 3AP, PA22 3AR, PA22
3AS, PA22 3AT, PA22 3AU, PA22 3AX (“the Community”) with the following
objects:
To provide within the Community recreational facilities, or organise
recreational activities, with the object of improving the conditions of life for the
persons for whom the facilities or activities are primarily intended.
To advance environmental protection and improvement in the Community
through the provision, maintenance and/or improvement of public open space
and other public amenities and other environmental and regeneration projects
(but subject to appropriate safeguards to ensure that the public bene?ts so
arising clearly outweigh any private bene?t thereby conferred on private
landowners).
To help young people, particularly those resident in the Community, to
develop their physical, mental and spiritual capacities, such that they may
grow to full maturity as individuals and as members of society.
To promote, establish, operate and/or support other similar schemes and
projects of a charitable nature for the bene?t of the community within the
Community.
But such that the company shall do so following principles of sustainable
development.
In pursuance of those aims (but not otherwise), the company shall have the
following powers:-
(a) To manage community land and associated assets for the bene?t of
the Community and the public in general as an important part of the
protection and sustainable development of Scotland’s natural
environment.
(b) To establish, maintain, develop and/or operate a centre or centres
providing facilities for childcare, community learning, healthy living
initiatives, educational and cultural activities, training activities,
leisure pursuits and accommodation for community groups, and for
public sector agencies which provide services of bene?t to the
community, and which may include refreshment facilities.
(c) To design, prepare, publish and/or distribute information packs,
lea?ets, books, newsletters, magazines, posters and other
publications, audio visual recordings, multimedia products and
display materials, and to create and maintain a website or websites.
(d) To promote, operate, co-ordinate, monitor, and/or support other
projects and programmes (which may include workspace projects)
which further the aims of the company.
(e) To liaise with local authorities, central government authorities and
agencies, local enterprise companies, charities/community bene?t
bodies and others, all with a view to furthering the aims of the
company.
(f) To register any interest in land and to exercise the right to buy
under the provisions of Part 2 of the Land Reform (Scotland) Act
2003 (including any statutory amendment or re enactment of those
provisions which may be in force from time to time).
(g) To carry on any further activities which further any of the above
objects.
(h) To promote companies whose activities may further one or more of
the above objects, or may generate income to support the activities
of the company, acquire and hold shares in such companies and
carry out, in relation to any such company which is a subsidiary of
the company, all such functions as may be associated with a
holding company.
(i) To acquire and take over the whole or any part of the undertaking
and liabilities of any body holding property or rights which are
suitable for the company’s activities.
(j) To purchase, take on lease, hire, or otherwise acquire, any property
or rights which are suitable for the company’s activities.
(k) To improve, manage, develop, or otherwise deal with, all or any part
of the property and rights of the company.
(l) To sell, let, hire out, license, or otherwise dispose of, all or any part
of the property and rights of the company.
(m) To lend money and give credit (with or without security) and to grant
guarantees and issue indemnities.
(n) To borrow money, and to give security in support of any such
borrowings by the company, in support of any obligations
undertaken by the company or in support of any guarantee issued
by the company.
(o) To employ such staff as are considered appropriate for the proper
conduct of the company’s activities, and to make reasonable
provision for the payment of pension and/or other bene?ts for
members of staff, ex-members of staff and their dependants.
(p) To engage such consultants and advisers as are considered
appropriate from time to time.
(q) To effect insurance of all kinds (which may include of?cers’ liability
insurance).
(r) To invest any funds which are not immediately required for the
company’s activities in such investments as may be considered
appropriate (and to dispose of, and vary, such investments).
(s) To liaise with other voluntary sector bodies, local authorities, UK or
Scottish government departments and agencies, and other bodies,
all with a view to furthering the company’s objects.
(t) To establish and/or support any other charity, and to make
donations for any charitable purpose falling within the company’s
objects.
(u) To take such steps as may be deemed appropriate for the purpose
of raising funds for the company’s activities.
(v) To accept grants, donations and legacies of all kinds (and to accept
any reasonable conditions attaching to them.
(w) To oppose, or object to, any application or proceedings which may
prejudice the company’s interests.
(x) To enter into any arrangement with any organisation, government or
authority which may be advantageous for the purposes of the
activities of the company, and to enter into any arrangement for co-
operation or mutual assistance with any charity.
(y) To do anything which may be incidental or conducive to the
furtherance of any of the company’s objects
And it is declared that in this clause, and throughout this memorandum of
association,
“Property” means any property, heritable or moveable, wherever
situated
“Sustainable development” means development which meets the
needs of the present without compromising the ability of future
generations to meet their own needs
The expression “charity” shall mean a body which is either a
“Scottish charity” within the meaning of section 13 of the Charities
and Trustee Investment (Scotland) Act 2005 or a “charity” within the
meaning of section 96 of the Charities Act 1993
The expression “charitable purpose” shall mean a charitable
purpose under section 7 of the Charities and Trustee Investment
(Scotland) Act 2005 which is also regarded as a charitable purpose
in relation to the application of sections 505 and 506 of the Income
and Corporation Taxes Act 1988;
Any reference in this memorandum of association to a provision of any
legislation shall include any statutory modi?cation or re-enactment of that
provision in force from time to time.
4.
(a) The income and property of the company shall be applied solely
towards promoting the company’s objects (as set out in clause 3)
and in particular (but without limiting the generality of that provision)
any surplus funds or assets of the company must be applied for the
bene?t of the Community.
(b) No part of the income or property of the company shall be paid or
transferred (directly or indirectly) to the members of the company,
whether by way of dividend, bonus or otherwise.
(c) No director of the company shall be appointed as a paid employee of
the company; no director shall hold any of?ce under the company for
which a salary or fee is payable.
(d) No bene?t (whether in money or kind) shall be given by the company
to any director except (i) repayment of out-of-pocket expenses or (ii)
reasonable payment in return for particular services (not being of a
management nature) actually rendered to the company.
5. The liability of the members is limited.
6. 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 he/she is a member or within one year after he/she ceases to
be a member, for payment of the company’s debts and liabilities contracted
before he/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.
7.
(a) The winding-up of the Company may take place only on the
decision of not less than 75% of its Ordinary Members who are
present and voting at a General Meeting called speci?cally (but not
necessarily exclusively) for the purpose.
(b) If, on the winding-up of the Company, any property remains, after
satisfaction of all its debts and liabilities, such property (including
any land acquired by it in terms of the Land Reform Act) shall be
given or transferred to such other community body or bodies or
crofting community body or bodies as may be:
(i)
determined by not less than 75% of the Ordinary
Members of the Company who are present and voting at a
General Meeting called speci?cally (but not necessarily
exclusively) for the purpose; and
(ii)
approved thereafter by the Scottish Ministers;
under declaration that, if the Company is a charity at or before
the time of its winding up, then the community body or bodies
or crofting community body or bodies referred to above must
also be a charity or charities.
(c) If no such community body or crofting community body is
determined by the Ordinary members and approved by the Scottish
Ministers in terms of Clause 7(a), such property referred to in
Clause 7(a) shall be transferred to the Scottish Ministers or to such
charity or charities as the Scottish Ministers may direct.
(d) In Clause 7, “community body” and “crofting community body” have
the meanings ascribed to them respectively in Sections 34 and 71
of the Land Reform Act and “charity” has the meaning ascribed to it
in Section 34(8) of the Land Reform Act.
8. Accounting records shall be kept in accordance with all applicable
statutory requirements and such accounting records shall, in particular,
contain entries from day to day of all sums of money received and expended
by the company and the matters in respect of which such receipt and
expenditure take place and a record of the assets and liabilities of the
company; such accounting records shall be open to inspection at all times by any director of the company.
