Dogfen lywodraethu THE ST GREGORY'S FOUNDATION
Dogfen lywodraethu
Nid dyma destun llawn dogfen lywodraethu'r elusen.
MEMORANDUM AND ARTICLES OF ASSOCIATION INCORPORATED 8TH. MARCH 1991, AS AMENDED 15 JULY 2006, as amended on 02 Aug 2023 as amended on 02 Aug 2023 as amended on 02 Aug 2023
Gwrthrychau elusennol
2. Objects 2.1 The Charity's objects are the relief of poverty and social insecurity in the countries of Eastern Europe, amongst the most vulnerable families and children of all nationalities and religions. The Company will carry out the Objects through the furtherance of local initiatives and exchanges with non-profit, non-governmental, private companies and other organisations which undertake long-term social, educational and medical programmes. 2.2 In particular, and in order to carry out the said Objects, the Company shall have power to collect, hold money and other assets and distribute the same in such manner as the Directors shall consider proper to advance the Objects. The Company shall further be empowered as follows: (a) to make grants or loans promoting the Objects on such terms as the Directors shall determine but only to institutions, causes or organisations which are charitable in law. (b) to organise meetings, events and conferences to promote the Objects. (c) To publish, present, promote, organise, provide manage and produce such leaflets, journals, magazines, booklets, /literature, advertisements, films, radio and television broadcasts, lectures, exhibitions and displays necessary to the attainment of the main objects of the Company and to enter into agreements or engagements with persons, firms, companies, local, county and national authorities to that end; to establish, subsidise, promote, co-operate with, affiliate or become affiliated to, act as trustees or agents for or manage, lend to or otherwise deal with Charitable associations, societies and bodies established for similar purposes only. (d) To purchase, lease, hire or otherwise acquire real and personal property and any rights and privileges which shall be necessary for the promotion of the objects of the Company and to maintain, construct, pull down and convert such buildings as may be necessary for the work of the Company. (e) To accept gifts which may or are intended to further the objects of the Company. (f) Subject to such consents as may be required by law to sell, let, mortgage, dispose of, turn to account and otherwise deal with such property and assets of the Company as may be thought necessary to promote the objects of the Company. (g) To undertake and execute such charitable trusts as may be lawfully undertaken by the Company within its objects. (h) Subject to such consents as may be required by law to borrow money in such amounts and manner and upon such terms as the Company shall think fit, and when thought desirable, to execute and issue security of such kind, subject to such conditions, for such amount, end payable In such place and manner end to such person as are necessary to promote the objects of the Company, including in the power aforesaid (and without prejudice to its terms) the power to issue as primary, or collateral or other security, debentures, debenture stock (perpetual or otherwise), mortgages, charges or securities over the whole or any part of its assets, present or future subject nevertheless to s:;ch conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided. (i) To draw, accept, endorse, issue or execute promissory notes, bills of exchange, bills of lading, warrants and other negotiable, transferable or mercantile instruments, for the purpose of or in connection with the objects of the Company. (j) To invest and deal with the moneys of the Company not immediately required in such manner as the Company may from time to time determine subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided. (k) To establish, promote or assist char/table companies with objects similar to those of the Company for the acquisition of the property or liabilities of the Company or to carry on any authorised activity of the Company or for any charitable purpose directly calculated to benefit the Company in the furtherance of its objects. (l) To make donations to assist financially or otherwise and to co - operate with any other charitable body having objects similar to the objects of the Company. (m) To make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and dependants. (n) To purchase, acquire or undertake all or any of the property, liabilities and engagements of charitable associations, societies or bodies with which the Company may co-operate or federate. (o) To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise. (p) To do all such other lawful things as shall further the attainment of the above objects or any of them. PROVIDED THAT:- (q) In case the Company shall take or hold any property which may be subject to any trust, the Company shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts. (r) The Company's objects shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers. (s) In case the Company shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Company shall not sell, mortgage, charge or lease the same without such authority, approval or consent as -may be required by law and as regards any such property the Council of Management or governing body of the Company shall be chargeable for any such property that may come into· their hands and shall be answerable and accountable for their own sets, receipts, neglects and defaults and for the due administration of such property in the same manner and to the same extent as such Council of Management or governing body would have been if no incorporation had been effected, and the incorporation of the Company shell not diminish or impair any control or authority exercisable by the Charity Commissioners over such Council of Management or governing body but they shall as regards any such property be subject jointly and separately to such control or authority as if the Company were not incorporated. 2.3 The income and property of the Company shall be applied solely towards the promotion of its objects as set forth in the 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 Members of the Company and no member of its Council of Management or Governing Body 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. Provided that nothing herein shall prevent any payments in good faith by the Company. (a) of reasonable and proper remuneration to any member, officers or servants of the Company (not being a member of its Council of Management or Governing Body) for services rendered to the Company; (b) the payment of interest not greater than two per cent less than the base rate for the time being of the Association's bankers or three per cent whichever is the greater. (c) of reasonable and proper rent for premises demised or let by any member of the Company or of its Council of Management or Governing Body; (d) of fees, remuneration or other benefit in money or money's worth to a company of which a Director may be a member holding not more than 1/100 part of the capital of that Company. (e) to any member of Its Council of Management or Governing Body of reasonable out of pocket expenses. subject nevertheless to the condition that no Member shall be entitled to vote on a resolution concerning the appointment of him as a Director of the Company nor any resolution concerning the payment to him of remuneration for services rendered by him to the Company or the payment of interest to him on money lent by him to the Company or the payment of rent for premises demised or let by him to the Company and no such member shall be entitled to attend any part of any meeting where his or her appointment or remuneration is to be discussed. 2.4 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 twenty-five pounds. 2.5 If upon the winding up of 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 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 object, 2.6 No addition, alteration or amendment shall be made to the Memorandum or Articles of Association that would have the effect of causing the Company to cease to be charitable in law. 2.7 Nothing in these Articles shall authorise an application of the property of the Charity for purposes which are not charitable in accordance with any statutory provision regarding the meaning of the word "charitable" or the words "charitable purposes" in force in any part of the United Kingdom.
Maes buddion
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