Articles of Association
Memorandum Of Association
ARTICLES OF ASSOCIATION
INTERPRETATION
1. In these Regulations
|
"the Act" |
Means the Companies Act 1985 including any statutory
modification or re-enactment thereof for the time being in force |
|
"Articles" |
Means the articles of the Company |
|
"The Principal Officers" |
Shall mean
1. the Chairman,
2. the Deputy Chairman,
3. the Secretary,
4. the Treasurer,
5. the Coaching Secretary,
6. the Track & Field Secretary,
7. the Road Running and Cross Country Secretary and
8. the Technical Officials Secretary
|
MEMBERS
2. The Association shall have the following classes of
members:
2 .1.
Members of the General Committee during their
term of office
2 .2.
Clubs and Associations
2 .3.
Associate members
2 .4.
Honorary members
3. Membership of the Association shall be open to any club
or association concerned with the sport of athletics and admitted to
membership by the General Committee.
4. At any general meeting of the Association a club or
association member may be represented by any bona fide member of that club or
association duly authorised by the committee of that club or association to
represent it.
5. Associate membership of the Association shall be open to
any individual concerned with the sport of athletics and admitted to associate
membership by the General Committee
6. Honorary membership of the Association shall be open to
any person or body nominated by the General Committee and approved by a
General meeting of the Association as a tribute to their work for or support
of athletics.
7. Applications for membership from clubs associations or
individuals shall be made to the General Committee on the form provided for
this purpose and accompanied by the first annual subscription. General
Committee shall consider such application and (subject to the provisions of
these Articles) may accept or reject such application. If an application is
rejected the subscription shall be returned without interest.
8. Clubs associations and individuals who are members of
the Association shall pay such annual subscription relative to that class of
membership as the Association shall from time to time in General Meeting
approve. Such payments is in addition to any sum that may be payable by a
member on the winding up of the Association.
9. Members may resign at any time on written notice to the
General Secretary. Such resignation shall be without prejudice to any
liability which the member may have to the Association prior to such
resignation.
10. A club association or individual associate member whose
annual subscription is more than six months in arrears may by a resolution of
the General Committee passed at any time thereafter whilst the subscription
remains in arrears be deemed to have resigned.
11. If at any time it shall appear to the General Committee
that the continued membership of the Association by any person, club
association or other body is not in the best interest of the Association the
General Committee may (after giving such person, club association or other
body notice of their intention to do so and providing that person, club
association or other body with reasonable opportunity to respond to such
matters) by notice in writing to such person, club association or other body
terminate their membership of the Association. In the event that a member’s
membership is terminated under this provision the unexpired portion of their
subscription may be returned to them or may be dealt with as General Committee
decides.
12. General Committee shall adopt and maintain rules of
procedure for any such expulsion as is mentioned in article 11 to ensure that
any person, club association or other body threatened with expulsion is given
a fair hearing in accordance with the rules of natural justice generally
accepted in the United Kingdom.
MANAGEMENT
13. Subject as hereinafter provided, the affairs of the
Association shall be managed by the General Committee.
14. The General Committee shall consist of
14 .1.
The Principal Officers
14 .2.
Such other members being not less than 2 nor
more than 12 as shall be determined from time to time by general meeting
and which until general meeting otherwise decides shall be *
15. The members of General Committee defined in article 14
from time to time shall be directors of the Association for the purposes of
the Act.
16. The General Secretary from time to time shall be
secretary of the Association for the purposes of the Act.
17. General Committee may co-opt not more than five people
to sit on General Committee. Such co-opted members shall not be able to vote
on any matter coming before General Committee and shall not be considered
directors of the Association for the purposes of the Act. Co-option shall end
at the General Meeting although a co-opted member can be co-opted again.
18. All members of the General Committee shall retire at
the Annual General Meeting but shall be eligible for re-election.
19. Any casual vacancy on the General Committee may be
filled by the general Committee at its discretion. A member of the General
Committee so appointed shall hold office only until the next following Annual
General Meeting.
20. If not reappointed at an Annual General Meeting, the
member of General Committee shall vacate office at the conclusion thereof.
21. Any person being nominated to the General Committee who
has any financial interest in athletics shall, before acting as a member of
General Committee state in writing to the Association all such interest. No
person having made such a statement of financial interest shall act as a
member of General Committee until notified of acceptance of membership of the
General Committee. General Committee may attach such conditions of membership
for such a person as may seem appropriate or may veto the nomination to the
General Committee These provisions shall apply in like manner (mutatis
mutandis) to any member of General Committee who, subsequent to nomination,
election or appointment as the case may be, acquires any financial interest in
athletics.
22. Each member of General Committee shall disclose to the
General Committee in writing any interest (whether direct or indirect) in any
contract or proposed contract being considered by the General Committee and
shall refrain from discussing or voting upon such business.
23. No member of General Committee shall take any loan from
the Company.
24. No member of General Committee shall use any
information obtained as a Member of General Committee for personal gain.
25. Subject to the provisions of these Articles, the
General Committee may regulate its proceedings as it thinks fit. The Company
at the request of any three Members of General Committee shall call a meeting
of the General Committee. It shall not be necessary to give notice of a
meeting to a Member of General Committee who is absent from the United
Kingdom.
26. All acts done by the General Committee by a person
acting as a Member of General Committee not withstanding that it be afterwards
discovered that there was a defect in the appointment of any Member of General
Committee or that any of them were disqualified from holding office, or had
vacated office, or were not entitled to vote, be as valid if every such person
had been duly appointed and was qualified and had continued to be a Member of
General Committee and had been entitled to vote.
27. A resolution in writing signed by all the Members of
General Committee e-mail or fax from each Member of General Committee or any
combination of these shall be as valid and effectual as if it had been passed
at a meeting of General Committee duly convened and held and may consist of
several documents in the like form each signed by or received as an e-mail
from one or more Members of General Committee
28. A meeting of General Committee consisting of a
telephone call in which all members participating can hear all of the other
members and be heard by all other members participating shall be as valid and
effectual as a meeting held where all members participating are present in the
same place.
29. Save as otherwise provided by these Articles, a Member
of General Committee shall not vote at a meeting of General Committee on any
resolution concerning a matter in which he has, directly or indirectly, an
interest or duty which is material and which conflicts or may conflict with
the interest of the Association unless his interest or duty arises only
because the case falls within one or more of the following:-
29 .1.
the resolution relates to the giving to him
of a guarantee, security or indemnity in respect of money lent to or an
obligation incurred by him for the benefit of the Association
29 .2.
the resolution relates to the giving to a
third party of a guarantee, security or indemnity in respect of an
obligation of the Association the Member of General Committee has
assumed responsibility in whole or part and whether alone or jointly
with others under a guarantee or indemnity or by the giving of security;
29 .3.
the resolution relates in any way to a
retirement benefits scheme which has been approved or is conditional
upon approval by the Board of Inland Revenue for taxation purposes.
For the purposes of this Article, an interest of a person
who is, for any purpose of the Act (excluding any statutory modification
thereof not in force when this Article becomes binding on the Company),
connected with a Member of General Committee be treated as an interest of the
Member of General Committee
30. A Member of General Committee is not be counted in the
quorum present at a meeting in relation to a resolution on which he is not
entitled to vote.
31. If a question arises at a meeting of General Committee
as to the right of a Member of General Committee to vote, the question may,
before the conclusion of the meeting, be referred to the chairman of the
meeting and his ruling in relation to any Member of General Committee other
than himself shall be final and conclusive.
32. Questions arising at a meeting of General Committee
shall be decided by a majority of votes. In the case of an equality of votes,
the chair shall have a second or casting vote.
33. The office of any Member of General Committee shall be
vacated:
33 .1.
if by notice in writing to the Association
the Member of General Committee resigns; or
33 .2.
if the Member of General Committee becomes
bankrupt or insolvent or makes any arrangement or composition with any
creditors generally and the General Committee so resolves; or
33 .3.
if the Member of General Committee becomes
of unsound mind or a patient for the purpose of any statute relating to
mental health and the General Committee so resolves; or (d)
33 .4.
if for more than six months a Member of
General Committee has been absent, without permission of the General
Committee, from meetings of the General Committee during that period and
the General Committee so resolves; or
33 .5.
he ceases to be a director by virtue of any
provision in the Act or he becomes prohibited by law from being a
director. Or
33 .6.
if a director fails to be re-elected by the
association at the Annual General Meeting under article 18; or
33 .7.
being a Principal Officer he shall have in
the opinion of General Committee neglected or omitted the performance of
the duties of such office to the detriment of the Association and after
having given him the opportunity of providing an explanation of such
neglect or omission General Committee resolves that he should be removed
from office.
34. The General Committee shall meet at least three times
in each calendar year at such times and places as it shall from time to time
decide, provided that no more than five months shall elapse between meetings.
35. The Association shall except in emergency give at least
seven days prior written notice of the date, time and venue of each meeting of
the General Committee, together with the agenda, to all Members of General
Committee in the United Kingdom. In case of an emergency, the Association
shall give such notice as is reasonable in the circumstances. In the case of
emergency notice may be given orally or by email or fax. The accidental
failure to give notice to any such person shall not invalidate the proceedings
at the meeting.
36. The quorum for all meetings of the General Committee
shall be 5
37. General Committee may from time to time delegate such
of its powers (being less than all of its powers) to such sub-committees as
shall seem to it reasonable or helpful in the conduct of the business of the
Association. Such sub-committees shall consist of such members as General
Committee shall from time to time approve.
38. A copy of the minutes from each meeting of the General
Committee together with a copy of the minutes from each meeting of committees
of the General Committee shall, once agreed as a true record, be available for
inspection by any member of the Association.
39. The General Committee may by ordinary resolution
appoint a person who is willing to act as a member of General Committee to
fill a vacancy on the General Committee that may occur between Annual general
Meetings. Subject to Article 33, the person so appointed shall hold office
until the end of the next Annual General Meeting but shall be eligible for
election to General Committee.
40. No member of General Committee shall be permitted to
appoint an alternate.
DIRECTIONS TO THE GENERAL COMMITTEE
41. Subject as hereinafter provided the members of the
Association in general meeting may from time to time give such directions to
the General Committee about the conduct of the affairs of the Association as
they think fit Such directions shall be given as provided in articles 42-44.
General Committee shall in good faith carry out such directions as shall from
time to time be given to it but shall not be liable to the members of the
Association if in good faith they are for reasons beyond their reasonable
control, not able to comply with such directions.
42. A direction as mentioned in article 41 shall be in the
form of a resolution included in the notice convening a general meeting or the
agenda delivered with it and marked as a "Direction to General Committee" and
which is approved by not less than 60% of those members present and voting at
the general meeting at which such direction is considered.
43. A Direction shall remain in effect for such period
(being less than the period to the start of the next Annual General Meeting)
as shall be mentioned in it or if none is mentioned until the start of the
next annual general meeting of the Association. A Direction may be renewed.
44. No resolution for a Direction can be put to a general
meeting which would or may require General Committee to act outside the powers
given to them by the Memorandum, these Articles or the Act or which would
require General Committee to do anything that was unlawful.
45. The chairman of a general meeting may decline to put a
resolution for a Direction to the meeting if he considers in his absolute
discretion that it is ambiguous uncertain embarassing or incapable of
performance by General Committee.
GENERAL MEETINGS
Annual General Meeting
46. The Association shall give at least 21 days prior
written notice of the date and venue of the Annual General Meeting, together
with the agenda, to all members.
47. The Annual General Meeting shall:-
47 .1.
receive and adopt the reports of the Principal
Officers;
47 .2.
receive and adopt the Accounts
47 .3.
elect
47 .3.1.
the Principal Officers
47 .3.2.
Members of General Committee
47 .4.
consider and decide upon all proposed amendments
to Articles;
47 .5.
decide the annual membership fees;
47 .6.
consider any other business that appears on the
agenda.
48. Notice of the Annual General Meeting shall be
accompanied by:
48 .1.
a copy of the annual reports,
48 .2.
a copy of the Accounts
48 .3.
a list of all nominations for election
48 .4.
any proposed changes to membership fees;
48 .5.
any proposed amendments to Articles
48 .6.
details of any other business
48 .7.
a form of proxy
Extraordinary General Meeting
49. The General Committee may at any time call an
Extraordinary General Meeting and the Association shall call an Extraordinary
General Meeting on the written request of at least twelve members entitled to
vote at the meeting so called. Such a request shall include details of the
matters to be discussed at such Extraordinary General Meeting.
50. Where the Extraordinary General Meeting is
requisitioned by members, the Association shall convene that meeting within
six weeks of receiving the requisition.
51. The Association shall give at least 21 days prior
written notice of the date and venue of the Annual General Meeting, together
with the agenda, to all members.
52. Except as provided in Article 51, only the business set
out on the notice convening an Extraordinary General Meeting shall be
discussed at that meeting.
Urgent Business at General Meetings
53. If, after notice of a general meeting has been sent
out, urgent business which could not have been included on the notice
convening the meeting arises, and not less than three of the Principal
Officers certify in writing that such business is urgent and requires to be
dealt with at the general meeting that has been called, notice of such extra
urgent business shall be given to all members by whatever means is appropriate
including fax, email and telephone.
54. At an appropriate point in the general meeting, the
General Secretary shall explain to the meeting the nature of the business and
the steps taken to notify members. The meeting shall then determine whether
such business should be taken by a simple majority without debate. If the
meeting resolves to take such business it shall for all purposes be treated as
though it had appeared on the notice convening the meeting. If the meeting
resolves not to take such business it shall not be brought forward. If the
meeting resolves not to take the business, that shall not prevent the business
being taken at a subsequent general meeting duly convened where it shall
figure on the notice convening the meeting.
Amendments & General Discussion of Matters
55. If the notice convening a general meeting makes it
clear that the meeting is to consider a matter (or series of matters) and in
the light of such consideration to resolve upon the policy of the Association
in relation thereto, then (unless the resolution is a Special Resolution as
defined by the Act in which case the requirements of the Act shall apply) the
meeting may proceed to resolve any decision that is fairly within the scope of
the notice.
56. Where the notice of the meeting contains a formal
resolution then except for:
56 .1.
an amendment to correct a clerical error or
similar slip; or
56 .2.
any amendment appears in the body of the
notice calling the meeting
no amendment shall be allowed.
General Provisions about General Meetings
57. The accidental failure to give notice to any Member
entitled to receive such notice shall not invalidate the proceedings at the
General Meeting
58. A member who is present at a general meeting either in
person (including clubs represented in accordance with Article 4) or by proxy
shall be deemed to have received notice of the meeting and where requisite any
material to be delivered with such notice.
59. Proof that an envelope containing a notice properly
addressed stamped at the appropriate rate and posted or proof that notices
served by other means were so served in accordance with the guidance issued by
the Institute of Chartered Secretaries and Administrators shall be conclusive
evidence that such notice was given.
60. At all General Meetings of the Association the Chairman
shall act as chair. In the absence of the Chairman, any other member of
General Committee appointed by the meeting shall act as chairman. If no member
of General Committee shall be present and willing to act as chairman, the
meeting may elect a chairman from amongst those present and eligible to vote.
61. No Club shall vote at any General Meeting either in
person or by proxy, unless all membership fees presently payable by the Club
have been paid.
62. Votes may be given either personally or by proxy.
Proxies may be sent by post or fax addressed to the Association or delivered
to the Association but must be received no later than 12 noon on the day
before the meeting.
63. In the event that a Club is represented at a General
Meeting in accordance with the provisions of Article 4, any previous
appointment of a proxy shall fall.
64. A vote given or poll demanded by a proxy shall be valid
notwithstanding the previous cancellation of the appointment of the proxy if
no notice of cancellation is received by the Association before the
commencement of the meeting or adjourned meeting as the case may be
65. No objection shall be raised to the qualification of
any voter except at the meeting or adjourned meeting at which the vote
objected to is tendered and every vote not disallowed at the meeting shall be
valid. Any objection made in due time shall be referred to the chairman of the
meeting whose decision shall be final and conclusive.
66. The quorum for a General Meeting shall be 10 members If
within thirty minutes of the time appointed for the start of the meeting no
quorum is present the chair shall adjourn the meeting for 14 days to a
suitable place at which time the quorum shall be two and the Association shall
forthwith notify all members entitled to attend and vote of the date of the
adjourned meeting.
67. All issues put to the vote at a general meeting shall
be decided on a show of hands unless before or on the declaration of the
result of the show of hands a poll is duly demanded. Subject to the provisions
of the Act a poll may be demanded
67 .1.
by the chairman of the meeting; or
67 .2.
by at least two members present in person or
by proxy and having the right to vote on the motion.
68. On a poll, the votes may be given either personally or,
by proxy, and a proxy entitled to more than one vote need not use all the
votes or cast all the votes in the same way. No objection shall be taken by
any member (other than the member appointing the proxy) to the way that a
proxy casts the vote given to him.
69. On a show of hands each member present (including clubs
represented in accordance with Article 4) and entitled to vote shall have one
vote. A proxy shall not be entitled to vote on a show of hands.
70. On a poll each member present whether in person
(including clubs represented in accordance with Article 4) or by proxy shall
have the following votes:
70 .1.
Members of General Committee 1 vote each
70 .2.
Clubs and Associations
70 .2.1.
less than 100 members 1 vote each
70 .2.2.
100 or more members but less than 200 2 votes each
70 .2.3.
200 or more members but less than 300 3 votes each
70 .2.4.
300 or more members but less than 400 4 votes each
70 .2.5.
400 or more members 5 votes each
70.3 Associate members and honorary members shall not have a
vote
71. In the event of an equality of votes (whether on a show
of hands or on a poll) the chairman of the meeting shall have a second or
casting vote.
72. The chairman’s declaration of the result, either on a
show of hands or on a poll given in good faith shall be final, except in the
case of manifest error.
73. All members of the Association shall be entitled to
attend and speak at general meetings.
74. In addition to members the Association’s accountants,
legal advisers and medical advisers (if any) shall be entitled to attend and
speak at general meetings and shall receive notice of them.
75. General Committee may enact standing orders to regulate
the procedure at General Meetings but such standing orders shall not abrogate
or restrict the rights given by these Articles or the Act.
FINANCE
76. A balance sheet and income and expenditure accounts as
will be required to give a true and fair view of the Association’s financial
affairs and its assets and liabilities shall be prepared in respect of each
financial year
77. Except in exceptional circumstances the Accounts shall
be laid before the Annual General Meeting in respect of each financial year.
78. If required the auditor of the Company shall be
appointed at the Annual General Meeting. The auditor shall retire annually,
but shall continue to hold office until the conclusion of the next Annual
General Meeting and shall be eligible for re-appointment.
79. Any club shall have the right on reasonable prior
notice to inspect the accounts and records of the Association at the place
where such books and records are normally kept or such other place as General
Committee shall decide.
80. All annual Club and Associate membership fees for the
following year shall be set at the Annual General Meeting. Any Club or
Associate failing to make payment within three months of the start of the
Association’s financial year shall not be entitled to any of the rights and
privileges of membership of the association. For new members, payment of fees
will be based on the appropriate number of quarters or parts thereof left in
the year to the end of the financial year. In the event that no fees are so
set at an annual general meeting, the fees last set by the Association in
general meeting shall continue to be the fees.
INDEMNITY TO OFFICERS
81. Subject to the provisions of the Act, but without
prejudice to any indemnity to which a member of the General Committee may
otherwise be entitled, every member of the General Committee or other officer
or official appointed by the Association shall be indemnified out of the
assets of the association against
81 .1.
any liability incurred by him in defending
any proceedings, whether civil or criminal, in which judgement is given
in his favour or in which he is acquitted or in connection with any
application in which relief is granted to him by the court from
liability for negligence, default, breach of duty or breach of trust in
relation to the affairs of the Association, and
81 .2.
all costs, charges, losses, expenses and
liabilities incurred in the execution of his duties.
GENERAL
82. These Articles shall include the provisions of Table A
in the Companies (Tables A to F) Regulations 1985 except in so far as they
relate to a company limited by shares or are inconsistent with the provisions
of these Articles.
MEMORANDUM OF ASSOCIATION
1. The name of the Company (hereinafter called "the
Company") is " ASSOCIATION OF GB ATHLETIC CLUBS LIMITED
2. The registered office of the Company will be situated in
England.
3. The object for which the Company is established is to
promote and develop athletics in the United Kingdom and as such
3 .1.
to formulate and implement policies to improve
the viability welfare financial stability or performance of athletic clubs,
athletes, coaches and officials in the United Kingdom or any part thereof;
3 .2.
to represent its members in discussions and
negotiations with governing bodies of the sport of athletics and area and
territorial bodies representing the sport of athletics, United Kingdom and
Home Country Sports Councils, the European Athletic Association, the
International Association of Athletic Federations and all relevant
Government Departments or similar bodies
3 .3.
to develop policies and activities for Athletics
in the United Kingdom;
3 .4.
to develop and nurture relationships between the
Company and the United Kingdom and Home Country Sports Councils, the
European Athletic Association, the International Association of Athletic
Federations and all relevant Government Departments
3 .5.
to support its members in their activities of
developing athletics and athletes in the United Kingdom
3 .6.
to undertake and execute charitable trusts.
4. In furtherance of the above objects (but not further or
otherwise) the Company shall have the following powers:
4 .1.
to purchase, take on lease or in exchange,
hire or otherwise acquire real or personal property and rights or
privileges anywhere in the world, and to construct, maintain and alter
buildings or structures;
4 .2.
to sell, manage, let or mortgage, dispose of
or turn to account all or any of the property or assets of the Company
subject to such consents as may be required by law;
4 .3.
to do all things as may be requisite or
desirable for the efficient management, development and administration
of the said property;
4 .4.
to borrow or raise money for the objects of
the Company on such terms and on such security as may be thought fit
subject to such consents as may be required by law;
4 .5.
to take and accept any gift of money,
property or other assets whether subject to any special trust or not for
the objects of the Company;
4 .6.
to issue and publish any newspapers,
periodicals, books, articles or leaflets and whether in print or
electronically or by any other means
4 .7.
to raise funds and organise appeals and
invite and receive contributions from any person or persons whatsoever
by way of subscription, donation and otherwise;
4 .8.
to draw, make, accept, endorse, discount,
execute and issue promissory notes, bills, cheques and other instruments
and to operate bank accounts;
4 .9.
to invest moneys of the Company not
immediately required for its purposes 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 imposed or required by law;
4 .10.
to make any donations in cash or assets or
establish or support or aid in the establishment or support of or
constitute or lend money (with or without security) to or for any
trusts, Clubs, or associations or institutions which are for the benefit
of Athletics in the United Kingdom or any part thereof;
4 .11.
to organise or secure the organisation of
athletic competitions of all kinds,
4 .12.
to organise or secure the organisation of
athletic teams to participate in competition whether in the United
Kingdom or abroad
4 .13.
to organise or secure the organisation of
courses or training for its members, officials or athletes,
4 .14.
to appoint or secure the appointment of
persons to manage and conduct such competitions or teams or courses or
training and to do anything incidental to the organisation of such
competitions teams courses or training
4 .15.
to engage and pay any person or persons
whether on a full or part time basis and whether on a contract of
service or for services and on such other terms as shall be agreed in
connection with the activities of the Company;
4 .16.
subject to the provisions of Clause 5 hereof
to make any reasonable and necessary provision for the payment of
pensions and superannuation to or on behalf of employees or former
employees and their spouses and dependants;
4 .17.
to pay out of funds of the Company the
costs, charges and expenses of and incidental to the formation and
registration of the Company;
4 .18.
to do all such other lawful things as will
further the attainment of the objects of the Company or any of them.
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.
6. The liability of the Members is limited.
7. Every Member of the Company undertakes to contribute to
the assets of the Company, in the event of the same being wound up while he is
a Member, or within one year after he ceases to be a Member, for payment of
the debts and liabilities of the Company 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, such amount
as may be required not exceeding £1 (One pound).
8. If upon the 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
institution or institutions having objects similar to the objects of the
Company or which otherwise are for the benefit of Athletics in the United
Kingdom or any part thereof or which otherwise are for some philanthropic or
charitable purpose and which shall prohibit the distribution of its or their
income and property to an extent at least as great as is imposed on the
Company under or by virtue of Clause 4 hereof, such institution or
institutions to be determined by the Council of the Company at or before the
time of dissolution and in so far as effect cannot be given to such provisions
then such property shall be disposed of at the discretion of the Council for
some other philanthropic or charitable purpose or purposes.
We, the several persons whose names and addresses are
subscribed are desirous of being formed into a Company in pursuance of this
Memorandum of Association
| 
