THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE

MEMORANDUM OF ASSOCIATION

Of

AGE CONCERN ORKNEY

1.  The name of the Company (hereinafter called “the Company”) is Age Concern Orkney.

2.  The Registered Office of the Company will be situated in Scotland

3.  Each and every clause (including this clause) both of the memorandum and of the articles of association of the Company shall be read and interpreted as if there were embodied therein an overriding qualification to the effect that no expenditure of income by the Company shall be permitted for the purpose of carrying out any activities which are not wholly charitable within the meaning of Section 506 of the Income and Corporation Taxes Act 1988 or any amending act or regulation thereunder (which meaning shall be ascribed to the word “charitable” wherever used in this memorandum) and that in all cases in which activities permitted by the objects of the Company are in their nature capable of being exercised for the purposes which are wholly charitable, the powers contained in the objects of the Company shall be held to limit such activities to those which will not prejudice the charitable status of the Company within the statutory meaning before mentioned, subject to the said overriding qualifications the objects for which the Company is established are:-

“To promote the benefit, relieve the needs and protect and preserve the health of older and or vulnerable people in Orkney in any way which is charitable in law by associating the local statutory authorities and voluntary organisation in a common effort to advance education and to provide facilities, or assist in the provision of facilities, in the interest of social welfare for recreation and other leisure-time occupation so that their conditions of life may be improved.”

In furtherance thereof, but not otherwise, the Company shall seek:

  1. To involve older and or vulnerable people in matters which concern them
  1. To make representations on behalf of older and or vulnerable people both generally and individually
  2. To collate and disseminate information for, from and on behalf of older and or vulnerable people
  1. To initiate, promote and enable appropriate services and resources to be established and made available as widely as possible
  1. To co-ordinate volunteers to give practical help and emotional support to older and people.or vulnerable people

In pursuance of these objects but not otherwise the Company shall have the following powers:-

  1. To arrange and to provide for and to join in arranging and providing for the holding of exhibitions, meetings, lectures and classes.
  1. To purchase, acquire or lease land and to erect, purchase, lease, adapt houses or buildings suitable for use in furtherance of the objects of the Company
  1. To draw, make, accept and endorse promissory notes, bills of exchange and other negotiable instruments
  1. To sell, manage, lease, mortgage, exchange, dispose of or otherwise deal with all or any part of the property, heritable or moveable, of the Company as may be expedient with a view to the promotion of the objects
  1. To borrow and raise money for the purposes of the Company in such manner as the Company may think fit
  1. To invest the monies of the Company not immediately required for its purposes in or upon such investments, securities or property as may be though 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 and subject also as herinafter provided, declaring that the restrictions in the Trustee Investment Act 1961 shall not apply to the Company
  1. To print and publish any newspapers, periodicals, books or leaflets that the Company may think desirable for the promotion of its objects
  1. To undertake and execute any charitable trusts which may be deemed necessary or convenient for any of the objects of the Company **Aly Bruce** can you confirm these allow us to set up H2H as a separate charity / organsisation – wholly owned by ACO. If not can we add this
  1. To employ and (subject to the provisions of Clause 4 of this memorandum of association) to remunerate employees of the Company.
  1. To establish and support and to aid in the establishment and support of any association formed for all or any of the objects of the Company and to promote or join in the promotion of any company or companies for the purpose of carrying on any activity or business which the Company is authorised to carry on
  1. To amalgamate with any charitable companies, institutions, societies or associations having objects altogether or in part similar to those of the Company
  1. To purchase or otherwise acquire all or part of the share capital, property and assets and to undertake all or any of the liabilities and engagements of any one or more companies, institutions, societies or associations with which the Company is authorised to amalgamate
  1. To transfer all or any part of the property, assets, liabilities and engagements of the Company to any one or more of the companies, institutions, societies or associations with which the Company is authorised to amalgamate
  1. To subscribe and to make contributions to or otherwise support charitable institutions, societies, churches, schools or associations and to grant donations for any public charitable purposes in any way connected with the purposes of the Company or calculated to further its objects
  1. To receive and accept from time to time grants and legacies, donations, gifts, subscriptions, conveyances and endowments either of money or property, heritable or moveable, real or personal, of any descriptions whatsoever, either absolutely or conditionally in trust, for any one or more of the objects of the Company
  1. To take such steps by personal or written appeals, public meetings or otherwise as may form time to time be deemed expedient for the purpose of procuring contributions to the funds of the Company either of grants, loans, donations annual subscriptions or otherwise
  1. To pay all expenses preliminary or incidental to the formation of the Company and its registration
  1. To do all such other lawful things as will attain any of the above objects

Provided that :-

  1. In case the Company shall take or hold any propery 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
  1. The Company shall not support with its funds any object, or endeavour to impose on or procure to be observed by its members or others any regulation, restriction or condition which if, an object of the Company, would make it a trade union
  1. In relation to any property which may come into the hands of the Company as trustees under any trust (whether established by any trust deed or any scheme settled by the Court of Session or made in pursuance of any enactment relating to the educational endorsements of war charities or otherwise) nothing herein shall authorise the Company to deal therewith otherwise than in accordance with the terms of the trust and with any law relevant thereto, nor shall the incorporation of the charity affect the liability as an individual of any member of the Management Committee who may be party to such dealings

4.  The income and property of the Company, whencesoever derived, shall be applied solely towards the promotion of the objects of the Company 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 the members of the Company. Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Company to any member of the Company, nor prevent the payment of interest at a rate not exceeding the minimum base rate of the Royal Bank of EnglandScotland plc from time to time in force on money lent by any member of the Management of the Company but so that no member of the Management Committee of the Company shall be appointed to any salaried office of the Company or any office of the Company paid by fees and that no remuneration or other benefit in money or moneys’ worth shall be given by the Company to any member of such Management Committee except repayment of out of pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises let to the Company, provided that the provision last aforesaid shall not apply to any payment to any company in which a member of the Management Committee of the Company holds not more than a one hundredth part of the capital and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.

5.  The liability of the members is limited

6.  Every member of the Company undertakes to contribute to the assets of the Company and 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 debts and liabilities of the Company contracted before he ceased to be a member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding £1 (ONE POUND) Sterling.

7.  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 or distributed among the members of the Company, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Company, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company under or by virtue of Clause 4 hereof, such institutions 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 objects.

8.  True accounts shall be kept of all sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the Company and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Company for the time being, such accounts shall be open to the inspection of the Members. Once at least in every year the accounts of the Company shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified Auditor or Auditors.

**Aly Bruce** to confirm that we wish to change the name of the organisation from Age Concern Orkney to Age Scotland Orkney. We do want want to have an EGM to ratify this. Can we make this an agenda item for voting at the AGM due to be held on 3.12.15

Certified as a true copy

Signed Chairperson


Dated


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:-

Names, Addresses and Descriptions of Subscribers

NAME / ADDRESS / SIGNATURE
Dr Olaf Cuthbert
Chaiman / Vishabreck, Arwick Road
Evie, Orkney
KW172PF
Mrs Valerie McKenzie
Vice Chair / 7 Bosquoy Road
Kirkwall Orkney
KW15 1YR
Mr William Johnston / Brandanin, Hatston Park
Kirkwall, Orkney
KW15 1UB
Mr Brian Kirkness / Novaholm, Scapa Court
Kirkwall, Orkney
KW15 1BJ
Mrs Helen Rioch / 34 St Colm’s Quadrant
Longhope, Orkney
KW16 3PH
Mrs Wilma Brass / Bayview, Houton
Orphir, Orkney
KW17 2RE
Mrs Mary Thomson / Ardconnel, Ontoft Road
St Margaret’s Hope Orkney
KW17 2LT
Mrs Margaret Spence / Skeraivan
Dounby, Orkney
KW17 2HY

Dated the day of 2003

Witness to the above signatures:-