Company No 5573204
A company limited by guarantee
Registered in England and Wales
Registered Office: 1st Floor, Atlantic House, Jengers Mead, Billingshurst, RH14 9PB
The Companies Acts 1985 & 1989
Memorandum of Association of
BILLINGSHURST COMMUNITY PARTNERSHIP LIMITED
A Company Limited by Guarantee
and not having a share capital
1.The name of the company is “Billingshurst Community Partnership Limited” (referred to in this document as "the Partnership").
2.The registered office of the Partnership will be situated in England and Wales.
3.The objects of the Partnership are
(a)To work together to realise the Vision for Billingshurst arising from the Healthcheck consultation process and the ongoing development of that plan;
(b)To work together on issues and projects of interest and concern to Billingshurst and its surrounding communities in order to secure its long term viability as a centre for social, business and cultural activities and to maintain its particular character and heritage;
(c)To implement the agreed action plans arising from the Healthcheck consultation process;
(d)To maintain and update the original project objectives and to be aware of and incorporate arising community concerns where applicable.
4.In furtherance of the above objects the Partnership shall have the following powers:
(a)To receive grants, donations, endowments, sponsorship fees, subscriptions and legacies from persons desiring to promote the Partnership's objects or any of them and to hold funds in trust for same;
(b)To borrow or raise or secure the payment of any money for the purposes of or in connection with the Partnership's objects;
(c)Through membership of the South Horsham Towns Partnership Forum, to act jointly with the other town partnerships where joint issues and projects are concerned and to work together in furtherance of shared objectives;
(d)To take appropriate action to influence local and regional decision-making as it affects the achievement of the main aims of the Partnership;
(e)To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest any lands, buildings, easements, rights, privileges, concessions, patent rights, licences, secret processes, trade marks and property of any kind required for the purpose of enabling the Partnership to carry on its objects upon such terms and conditions as it may think fit;
(f)To engage or employ such personnel, whether as employees, consultants, advisers or however, as may be required for the promotion of the objects of the Partnership;
(g)To open and operate bank accounts and other facilities for banking in the name of the Partnership;
(h)To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant easements, licences and other rights in or over, and in any other manner deal with or dispose of the undertaking and any or all of the property and assets for the time being of the Partnership for such consideration as the Partnership may think fit;
(i)To publish books, pamphlets, reports, leaflets, journals, films and instructional matter and to run lectures, seminars, conferences and courses;
(j)To establish and support (or aid in the establishment and support of) any other organisations or other bodies and to subscribe or guarantee money for purposes in any way connected with the purposes of the Partnership or calculated to further its objects;
(k)To undertake and execute any charitable trusts which may be lawfully undertaken by the Partnership and may be necessary to its objects;
(l)To invest and deal with the moneys of the Partnership not immediately required for the purposes of its objects in or upon such investments or securities and in such manner as may from time to time be determined by the Partnership;
(m)To do all such other lawful things as may be necessary for the attainment of the above objects or any of them.
5.The income and property of the Partnership shall be applied solely towards the promotion of its objects set out in this Memorandum of Association, and no portion shall be transferred directly or indirectly by way of dividend, bonus, or otherwise to the Members of the Partnership, provided that nothing shall prevent any payment in good faith by the Partnership:
(a)Of interest on money lent by any Member or Director of the Partnership at a rate per annum not exceeding 2 per cent above the base lending rate of the Partnership's bankers;
(b)Of reasonable and proper rent for premises demised or let by any Member or Director of the Partnership;
(c)To any Director in respect of reasonable out-of-pocket expenses.
6.If on the winding up or dissolution of the Partnership any of its assets remain to be disposed of after its liabilities are satisfied, these assets shall not be distributed among the Members, but shall be transferred instead to some other non-profit-distributing organisation having objects similar to or compatible with those of the Partnership, as may be decided by the Members at the time of or prior to the dissolution. In the event that for whatever reason any residual assets cannot be so transferred, they shall be given for charitable purposes in the area of benefit.
Members' limited liability
7.The liability of the Members is limited.
8.Every Member of the Partnership undertakes to contribute such amount as may be required (not exceeding £1) to the Partnership’s assets if it should be wound up while they are a Member or within one year after they cease to be a Member, for payment of the Partnership’s debts and liabilities contracted before they ceased to be a Member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributors among themselves.
The Companies Acts 1985 &
Articles of Association of
BILLINGSHURST COMMUNITY PARTNERSHIP LIMITED
A Company Limited by Guarantee
and not having a share capital
1.Words and expressions used in these Articles shall have the meanings ascribed to them in Article 81.
2.The Partnership is established for the purposes expressed in the Memorandum of Association.
3.The Management Committee may at its discretion admit into Membership of the Partnership:
(a)Individuals (over the age of 18 years) who have an interest in the issues and concerns of Billingshurst and its surrounding area and who are prepared to sign up to the aims and objectives of the Partnership;
(b)Any body corporate or unincorporated association which is interested in and committed to furthering the work of the Partnership and is prepared to sign up to the aims and objectives of the partnership;
(c)Parish, District and County Councils having responsibility for some or part of the catchment area.
4.Each Member which is a company, public authority or organisation shall appoint a representative who shall during the continuance of their appointment be entitled to exercise in any General Meeting of the Partnership all such rights and powers as the Member would exercise if it were an individual person. Such Members may also nominate an alternative individual to replace the appointed individual should they be unable to attend meetings or cease to be associated with the Member organisation.
Register of Members
5.The Partnership shall maintain a Register of Members in which shall be recorded the name and address of every Member and the dates on which they became a Member and on which they ceased to be a Member. Members shall notify the Secretary in writing within seven days of any change to their name or address.
6.Every Member shall be entitled to a copy of the Memorandum & Articles of Association of the Partnership at no charge, and of any amendments subsequently made.
7.Individuals and organisations that are supportive of the objects of the Company, but who do not qualify for or choose not to take up full Membership, may be admitted as Affiliates. Affiliates shall be entitled to receive notice of, attend and speak at General Meetings of the Company, but shall not hold voting rights or be counted for the purpose of calculating a quorum or be treated as a Member for any other purpose of the Memorandum or Articles or of statute.
8.Affiliates shall enjoy such privileges as the Management Committee may consider appropriate, and may be required to pay an annual subscription or other fee at the discretion of the Management Committee.
9.The Partnership may consider mechanisms for involving the views of young people in the work of the Partnership, which may include a system of specific youth (non-voting) membership.
Cessation of Membership
10.The rights and privileges of a Member shall not be transferable nor transmissible, and all such rights and privileges shall cease upon the Member ceasing to be such.
11.A Member shall cease to be a Member if she/he or it:
(a)resigns in writing to the Secretary; or
(b)fails to pay the annual subscription within three months after its becoming due; or
(c)is expelled for conduct prejudicial to the Partnership by the Management Committee, provided that any Member whose expulsion is proposed shall have the right to make representation to the meeting at which the decision is to be made.
Annual General Meetings
12.The Partnership shall in each calendar year hold a General Meeting as its Annual General Meeting and shall specify the meeting as such in the notices calling it. Members of the public shall be entitled to attend and speak at the Annual General Meeting, though only Partnership Members shall have voting rights.
13.Every Annual General Meeting shall be held not more than 15 months after the holding of the last preceding Annual General Meeting. Provided the first Annual General Meeting shall be held within 18 months of incorporation, it need not be held in the year of incorporation nor in the following year.
14.The business of an Annual General Meeting shall comprise:
(a)the consideration of the Report and Accounts presented by the Directors;
(b)the election of three Honorary Officers and three further Directors of the Partnership from amongst the Membership, or the announcing of the results of the election if this has already taken place;
(c)the election of other Management Committee members, or the announcing of the results of the election if this has already taken place;
(d)the fixing of annual subscriptions;
(e)the appointment and the fixing of the remuneration of the auditor or auditors;
(f)such other business as may have been specified in the notices calling the meeting.
15.The election of Directors and Management
Committee members shall be conducted annually
in accordance with such procedures as the Management
Committee may determine, provided that all Members
of the Partnership shall be entitled to stand
for election and to nominate other Members.
Election procedures may include election at
the Annual General Meeting, or a postal ballot
prior to the Annual General Meeting, or any
other method which is considered democratic
Extraordinary General Meetings
16.The Directors may whenever they think fit convene an Extraordinary General Meeting, and an Extraordinary General Meeting shall be convened by the Secretary on the receipt of a requisition signed by or on behalf of 10 per cent of the Members of the Partnership, as provided for in the Act.
17.All General Meetings shall be called by at least 21 clear days’ notice. However, a General Meeting may be called with shorter notice if it is agreed as follows:
(a)in the case of an Annual General Meeting, by all those entitled to attend and vote;
(b)in the case of any other General Meeting, by at least 95 per cent of those entitled to attend and vote.
18.Notice of every General Meeting shall be given in writing to every Member of the Partnership and to the auditors and to such other persons who are entitled to receive notice and shall be delivered personally or by electronic transmission or sent by post to each Member at the address recorded in the Register of Members and to other persons at their Registered Office. Notice of the Annual General Meeting shall also be published in the local press and the public advised of their right to attend.
19.Notice of all meetings shall be given exclusive
of the day on which it is served and shall specify
the exact time and place of the meeting. In
the case of a General Meeting which is to consider
a Special Resolution or a proposal to remove
the auditor or a Director, such resolution shall
be specified in the notices calling that meeting.
In the case of all other General Meetings the
general nature of the business to be considered
shall be included in the notices for the meeting.
20.Notice of all meetings shall be given exclusive of the day on which it is served and shall specify the exact time and place of the meeting. Notice shall be deemed to have been served:
(a)immediately on being handed to the Member personally;
(b)24 hours after being sent by electronic means or delivered by hand to the relevant address;
(c)two clear days after being sent by post to that address; or
(d)immediately the Member acknowledges receipt if this is sooner than is required by the above.
21.The accidental omission to give notice of
a meeting to or non-receipt of notice of a meeting
by any person entitled to receive notice shall
not invalidate proceedings at that meeting.
Proceedings at General Meetings
22.Every Member whose subscriptions are paid to date shall have one vote on any question to be decided by a General Meeting. Votes may only be cast personally by individual Members and by the duly appointed representatives of Member companies, firms and organisations. Proxy voting is not permitted.
23.No business shall be transacted at a General Meeting unless a quorum of Members is present. Unless and until otherwise decided by a General Meeting, the quorum for General Meetings shall be ten Members.
24.If 30 minutes after the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved. In any other case it shall stand adjourned until such time and place as the Management Committee may decide and all Members shall be given such notice as is practicable of the time, date and place of such an adjourned meeting. The Members present at a meeting so adjourned shall constitute a quorum for that meeting only.
25.At every General Meeting the Chairman of the Partnership shall preside, but if she/he is not present 15 minutes after the time appointed for the commencement of the meeting the Vice-Chairman shall preside, and in the event of her/his absence the Members present shall choose one of their number to be Chairman of that meeting, whose function shall be to conduct the business of the meeting in an orderly manner.
26.The Chairman may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
27.Where a meeting is so adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Otherwise it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
28.Decisions at General Meetings shall be made by passing resolutions:
(a)Decisions involving an alteration to the memorandum or articles of the Partnership or the winding up of the Partnership, and other decisions so required from time to time by statute, shall be made by Special Resolution. A Special Resolution is one passed by a majority of not less than 75% of the votes that are cast.
(b)Decisions to dispense with the requirement to hold Annual General Meetings, to re-appoint auditors annually, or to lay accounts before the Partnership in General Meeting shall be made by Elective Resolution. An Elective Resolution is one passed by all the Members of the Partnership for the time being testified by their signatures. Any Elective Resolution once passed may be revoked by a subsequent Ordinary Resolution.
(c)All other decisions shall be made by Ordinary Resolution, requiring a simple majority of the votes that are cast.
29.At any General Meeting a resolution put
to the vote of the meeting shall be decided
on a show of hands unless a secret ballot is,
before or on the declaration of the result of
the show of hands, demanded by at least two
Members or Members' representatives present.
A secret ballot may not be demanded on any question
concerning the selection of a Chairman for a
meeting or on any question of adjournment.
30.Unless a secret ballot be so demanded, a declaration by the Chairman that a resolution has on a show of hands been carried or lost, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the fact without proof of the number or proportions of the votes recorded in favour or against such resolution.
31.If a secret ballot is duly demanded it shall
be taken in such a manner as the Chairman directs,
provided that each Member shall have only one
vote, and the result of the ballot shall be
deemed to be the resolution of the meeting at
which the ballot was demanded.
32.The demand for a secret ballot shall not prevent the continuance of a meeting for the transaction of any other business than the question upon which a ballot has been demanded. The demand for a secret ballot may be withdrawn.
33.In the case of an equality of votes, whether on a show of hands or on a ballot, the Chairman of the meeting shall have a second or casting vote.
34.The Partnership may at its discretion invite other persons to attend its meetings, with or without speaking rights, and without voting rights.
35.A Chairman, a Vice-Chairman and a Treasurer shall be elected by the Members from amongst their own number at the Annual General Meeting.
36.The Honorary Officers shall also serve as Directors of the Partnership during their continuance in office.
Board of Directors
37.The Partnership shall have a Board of Directors comprising the three Honorary Officers plus three other Directors, elected at the Annual General Meeting.
38.Directors shall serve until the end of the following Annual General Meeting following their election, but shall be eligible to be re-elected.
39.The office of a Director shall be vacated if she/he:
(a)resigns her/his office in writing to the Partnership; or
(b)ceases to be a Member of the Partnership; or
(c)becomes bankrupt or is otherwise prevented by law from continuing as a company director; or
(d)is removed from office by Ordinary Resolution of the Partnership in General Meeting in accordance with Section 303 of the Act.
From previous column
40.The Management Committee may fill any casual
vacancy occurring amongst the Board of Directors
by appointing another Member to the vacant place.
Powers and Duties of the Board of Directors
41.The business of the Partnership shall be managed by the Board of Directors who may pay all expenses of the formation of the Partnership as they think fit and may exercise all such powers of the Partnership as may be exercised and done by the Partnership and as are not by statute or by these Articles required to be exercised or done by the Partnership in General Meeting.
42.All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the Partnership shall be signed, drawn, accepted, endorsed, or otherwise executed in such manner as the Directors shall from time to time direct.
43.Without prejudice to their general powers, the Directors may exercise all the powers of the Partnership to borrow money and to mortgage or charge its undertaking and property or any part of them and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Partnership.
44.A Director shall declare an interest in and shall not speak or vote in respect of any matter in which she/he has a personal material or financial interest or any connected matter.
45.Directors may be paid all reasonable out-of-pocket expenses incurred by them in attending and returning from meetings of the Directors or General Meetings of the Partnership or in connection with the business of the Partnership, but shall otherwise receive no remuneration.
Proceedings of the Board of Directors
46.Directors may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit. The Directors shall always consider and make a decision upon any recommendation or request from the Management Committee as soon as possible after such recommendation or request has been received.
47.On the requisition of any Director, the Secretary shall summon a meeting of the Board of Directors by giving reasonable notice to all its members. It shall not be necessary to give notice of a meeting of the Board of Directors to any of its members for the time being absent from the United Kingdom.
48.The quorum necessary for the transaction of the business of the Directors shall be three Directors.
49.At every meeting of the Directors the Chairman of the Partnership shall preside, but if she/he is not present 15 minutes after the time appointed for the commencement of the meeting the Vice-Chairman shall preside, and in the event of her/his absence, the Directors present shall choose one of their number to be Chairman of that meeting, whose function shall be to conduct the business of the meeting in an orderly manner.
50.Questions arising at any meetings shall be decided by a majority of votes, each Director present having one vote. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.
51.All acts done by any meeting of the Directors or by any person acting as a Director shall, even if it be afterwards discovered that there was some defect in the appointment of any Director or person acting as such, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
52.A resolution in writing, signed by all the Directors who for the time being are entitled to vote, shall be valid and effective as if it had been passed at a meeting of the Board of Directors, and may consist of several documents in the same form, each signed by one or more Directors.
53.The Directors shall cause accurate records to be made, in books provided for that purpose, of:
(a)the name, details and date of appointment of all persons appointed to office;
(b)the names of the Directors, Members and other persons present at all General, Directors’, Management Committee and Sub-Committee meetings of the Partnership;
(c)minutes of all proceedings and resolutions at all General, Directors’, Management Committee and Sub-Committee meetings of the Partnership;
(d)all applications of the Seal to any document.
54.The Directors may delegate any of their powers to Sub-Committees consisting of such members of their body and others as they think fit. Any Sub-Committee so formed shall in the exercise of the powers so delegated conform to any regulations imposed on it by the Directors which regulations shall always include provision for regular and prompt reports to the Board of Directors.
55.The Partnership shall have a Management Committee to supervise and guide the activities of the Partnership. In carrying out its functions, the Management Committee shall exercise such powers as are delegated to it by the Directors and may make any recommendations or requests to the Directors regarding matters that are beyond the scope of its delegated powers.
56.The Management Committee shall comprise:
(a)the six Honorary Officers/Directors elected at the Annual General Meeting;
(b)not less than three nor more than twelve other Members of the Partnership (including representatives of organisations that are Members), elected at the Annual General Meeting;
(c)other persons co-opted by the Management Committee, provided that co-opted Management Committee members shall never comprise more than one-third of the total Management Committee.
57.At every Annual General Meeting, all Management
Committee members shall retire from office.
Retiring Management Committee members shall
be eligible for re-election or further co-option.
58.The office of a Management Committee member shall be vacated if she/he:
(a)resigns her/his office in writing to the Partnership; or
(b)ceases to be a Member of the Partnership; or
(c)is absent from all meetings of the Management Committee within a six month period without special leave of absence from the Management Committee and they pass a resolution that she/he has by reason of such absence vacated office, provided that any member to be so removed shall be first given the opportunity to make representation to the Management Committee; or
(d)is removed from office by Ordinary Resolution of the Partnership in General Meeting.
59.Management Committee members may fill any
casual vacancy occurring amongst their number
by appointing another Member to the vacant place,
provided the composition expressed in Article
56 is maintained. A casual vacancy shall exist
when there are fewer elected Management Committee
members than there were at the end of the preceding
Annual General Meeting.
60.Management Committee members may be paid all reasonable out-of-pocket expenses incurred by them in attending and returning from meetings of the Management Committee or General Meetings of the Partnership or in connection with the business of the Partnership, but shall otherwise receive no remuneration.
Proceedings of the Management Committee
61.The Management Committee may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit.
62.The quorum necessary for the transaction of the business of the Management Committee shall be six Management Committee members.
63.At every meeting of the Management Committee the Chairman of the Partnership shall preside, but if she/he is not present 15 minutes after the time appointed for the commencement of the meeting the Vice-Chairman shall preside, and in the event of her/his absence the Management Committee members present shall choose one of their number to be Chairman of that meeting, whose function shall be to conduct the business of the meeting in an orderly manner.
64.Questions arising at any meetings shall be decided by a majority of votes, each Management Committee member present having one vote. In the case of an equality of votes, the Chairman of the meeting shall have a second or casting vote.
65.A Management Committee member shall declare an interest in and shall not speak or vote in respect of any matter in which she/he has a personal material or financial interest or any connected matter.
66.The Management Committee may at their discretion invite other persons to attend their meetings, with or without speaking rights, and without voting rights.
67.The Directors shall appoint a Secretary of the Partnership for such term at such remuneration and upon such conditions as they think fit, and any Secretary so appointed may be removed by them.
68.A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting in both capacities.
69.If the Partnership should at any time acquire a Seal, it shall only be used by the authority of the Board of Directors and every instrument to which the Seal shall be applied shall be signed by a Director and shall be countersigned by the Secretary or by a second Director. Every such application of the Seal shall be minuted.
70.The Directors shall cause proper accounts to be kept in accordance with the law for the time being in force with respect to:
(a)all sums of money received and expended
by the Partnership and the matters in which
the receipt and expenditure takes place;
(b)all sales and purchases of goods by the Partnership;
(c)the assets and liabilities of the Partnership.
71.Proper accounts shall be deemed to be kept
if they give a true and fair record of the state
of the Partnership's affairs and explain its
72.The accounts shall be kept at the Registered Office of the Partnership or, subject to section 222 of the Act, at such other place or places as the Directors think fit, and shall always be open to the inspection of all Members and officers and by other persons authorised by the Partnership in General Meeting.
73.The Directors shall from time to time, in accordance with sections 226 and 241 of the Act, cause to be prepared and to be laid before the Partnership in General Meeting such income and expenditure accounts, balance sheets, and any reports referred to in those sections.
74.A copy of every balance sheet (including every document required by law to be annexed to it) which is laid before the Partnership in General Meeting, together with a copy of the auditor's report and Directors’ report, shall not less than twenty-one days before the date of the meeting be sent to every Member of and every holder of debentures of the Partnership; provided that this regulation shall not require a copy of those documents to be sent to any person of whose address the Partnership is not aware or to more than one of the joint holders of any debentures. The auditor's report shall be open to inspection and shall be read before the meeting.
75.If the Partnership is eligible to take advantage of the small company audit exemptions, then it may do so. Otherwise, once at least in every year the accounts of the Partnership shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified auditor or auditors.
76.Auditors shall be appointed and their duties regulated in accordance with sections 237 and 384 of the Act.
Application of Surplus
77.Clause 5 of the Memorandum of Association concerning the not-for-profit nature of the Partnership shall have effect as if its provisions were repeated in these Articles. Any surplus of the Partnership shall be applied to creating a general reserve for the continuation and development of the Partnership.
78.The Partnership in General Meeting or the Management Committee may from time to time make, adopt and amend such regulations in the form of bye-laws, standing orders, secondary rules or otherwise (provided that such regulations are not inconsistent with the Memorandum and Articles of Association, and do not amount to such an addition or alteration that could only legally be made by Special Resolution) as they may think fit for the management, conduct and regulation of the affairs of the Partnership and the proceedings and powers of the Board of Directors, the Management Committee and Sub-Committees. All Members of the Partnership and the Directors shall be bound by such regulations whether or not they have received a copy of them.
79.Every Member or auditor or Director of the Partnership shall be indemnified out of the assets of the Partnership against all losses or liabilities incurred by her/him in or about the execution and discharge of the duties of her/his office, except to the extent that such losses or liabilities shall be attributed to:-
(a)fraud or other matters in respect of which such person concerned shall be convicted of a criminal offence; or
(c)actions knowingly beyond the scope of a specific authority or limit thereon on the part of such person.
80.Clause 6 of the Memorandum of Association relating to the winding up and dissolution of the Partnership shall have effect as if its provisions were repeated in these Articles.
81.In these Articles:
"The Act" means the Companies Act 1985 and any statutory re-enactment or modification of that Act in force.
"The Partnership" means the above-named company.
"The Board of Directors" and “Directors” means all those persons for the time being appointed to perform the duties of directors of the Partnership.
"Secretary" means any person appointed to perform the duties of the Secretary of the Partnership.
"In writing" shall be taken to include references to writing, printing, photocopying, electronic transmission, or other modes of representing or reproducing words in a visible form.
Words importing the singular number shall include the plural and vice versa unless a contrary intention appears. Words importing persons shall include bodies corporate and associations if not inconsistent with the context. Unless the context requires otherwise, words or expressions contained in these Articles shall bear the same meaning as in the Act.