This Memorandum has been adopted March 15, 2013 by the actual Board of the Ros Tapestry. It is mainly the same as the initial document, except the introduction of an amendment, which allows to exclude the membership of Ann and Alexis Bernstorff (article 3 of the proposed Acts of the Association). Moreover, it is also now specified that to be member it is necessary to be accepted by the Board of Directors. These modifications to the Constitution of the Association were not approved and voted by all members of the Associations in an Annual General Meeting, as it is required. Therefore, these alterations of the initial Memorandum and Acts of the Ros Tapestry can't be considered as legal.
Companies Acts 1963 to 2012
Company Limited by Guarantee and Not Having a Share Capital
Memorandum of Association
ROS TAPESTRY PROJECT LIMITED
- The name of the Company is ROS TAPESTRY PROJECT LIMITED.
- The main objects for which the Company is established are:
- To advance education in the area of history and culture by promoting the medieval history of New Ross through the fabrication of tapestry illustrating various phases of ancient history in the area.
- To develop skills of tapestry making and embroidery through various media, including linen and wool and to promote and develop artistic and craft skills amongst the local and wider community.
- The other objects for which the company is established subsidiary to and exclusively in furtherance of the main objects in Clauses 2 (a) (i) and 2 (a) (ii) are:
- To produce and promote a set of tapestry panels as detailed in 2 (a)(i) in order to portray them in a suitable venue within New Ross or its environs, or temporarily in other venues as the Directors may decide.
- To promote an awareness of the richness of the history of the area, with its mixtures of traditions and their effective fusion into communal identity of significant character and to promote the arts and crafts and related projects associated with the local history and heritage studies to the better understanding, interpretation and amelioration and development of the community.
- To liaise with communally based groups, schemes, bodies, projects, sponsorship and fund raising events, corporate sponsors and other involvement such as supervising, administering and/or implementing plants, programs, projects, enterprises, jointly or otherwise to the better enhancement of the community.
- To purchase, take on Lease or in exchange, him or by other means acquire any Freehold, any Leasehold or any other property for an Estate or Interest whatever an any rights, privileges or easements over or in respect of any property, and an buildings, offices, factories, mills, works, machinery, engines, plant, vessels or things, and any real or personal property or rights whatsoever which may be necessary for or may be conveniently used with or may enhance the value of any other property of the Company.
The company shall be empowered to do the following:
- To apply to and for the purposes and main objects of the Company or any of them, any proceeds, profits or income of any of the undertakings, businesses, investments, or dealings carried on under or by virtue of any or all of the main objects of the company.
- To enter into any arrangements with any government or authorities, supreme, municipal, local or otherwise, that may seem conductive to the Company's main objects or any of them and to obtain from any such Government or authority any ~ rights, privileges and concessions which the company may think it desirable to obtain and to carry out, exercise, and comply with any such arrangements, rights, privileges, and concessions.
- To sell, improve, manage, develop, exchange, lease, mortgage, enfranchise, dispose of, turn to account or otherwise deal with all or any of the property and in the rights of the Company. To sell, dispose of the undertaking of the company or any part thereof for such consideration as the company may think fit and in particular for shares, debentures or securities of any other company having main objects altogether or in part similar to those of this Company.
- To furnish and provide the company's property with such furniture, implements, machinery and conveniences as the company may think desirable.
- To raise funds and to help raise funds for any charitable purpose, and to establish and maintain a collection of paintings, sculptings, music, literature, and /or any artistic works of any kind or products, films, records and other material connected with the promotion and fostering of culture and the arts, and to maintain these in a central library or libraries.
- To carry on any business which may seem to the company capable of being conveniently carried on in connection with the above main objects or any of them or calculate directly or indirectly to enhance the value of render profitable any of the Company's property, rights or interests.
- The borrowing or raising of money, without limitation as to amount, from any person or persons, and on such terms as the Directors may deem fit, upon banking account or otherwise, by the issue of or upon bonds, debentures, bills of exchange, promissory notes, mortgages or other securities of the Company; the undertaking and execution of any trusts for advancement the main objects of the company; the acceptance of donations and subscriptions from persons or bodies desirous of promoting the main objects of the company, or the giving of financial assistance by way of donation or subscription or otherwise to any body or person not formed or carrying on business for profit or for the purpose of the advancement of the main objects of the Company or to any such body or person whose objects are similar to those of the Company, provided that the Company shall not at any time pay any of its assets to any body or person which is not restricted to an extent at least as is imposed on the Company under or by virtue of Clause 3 and to make, draw, accept, endorse, issue, discount and otherwise deal with promissory notes, bills of exchange, cheques, letters or credit, circular notes and other mercantile instruments.
- To facilitate and encourage the creation, issue or conversion of debentures, debenture stock, bonds, obligations, shares, stocks or securities and to, act as trustees in connection with any such securities and to lake part in the conversion of business concerns and undertakings into companies.
- To do all such other things as are incidental or conducive lo the above main objects and to procure the Company to be registered or recognised in any country or place abroad.
- Income and Property
The income and properly of the company shall be applied solely towards the promotion of its main object(s) as set forth in this Memorandum of Association. No portion of the company's income and properly 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. No Director 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. However nothing shall prevail any payment in good faith by the company of:
- reasonable and proper remuneration to any member, officer or servant of the company (not being a Director) for any services rendered to the company;
- interest at a rate not exceeding 5% per annum on money lent by Directors or other members of the company to the company;
- reasonable and proper rent for premises demised and let by any member of the company (including any Director) to the company;
- reasonable and proper out-of-pocket expenses incurred by any Director in connection with their attendance to any matter affecting the company;
- fees, remuneration or other benefit in money or money's worth to any Company of which a director may be a member holding not more that one hundredth part of the issued capital of such Company;
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 charitable institution or institutions having main objects similar to the main 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 imposed on the company under or by virtue of Clause 3 ...hereof, such institution or 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 provisions, then to some charitable object.
- Additions alterations or amendments
No addition, alteration or amendment shall be made to or in the provisions of this Memorandum for the time being in force unless the same shall have been previously approved in writing by the Revenue Commissioners.
- Keeping of Accounts
Annual audited accounts shall be kept and made available to the Revenue commissioners on request.
- The liability of the members is limited.
- Every member of the Company undertakes to contribute to the assets of the Company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the Company contracted before he ceases to be a member, and the costs, charges, and expenses of winding up, and for the adjustment of the rights of the contributors among themselves, such amount as may be required not exceeding £1 cash.
Articles of Association
ROS TAPESTRY PROJECT LIMITED
- The subscribers to the Memorandum of Association, directors and all who apply in writing for membership and are duly approved and accepted by the board of directors, shall be deemed to be members of the Company. Directors who have resigned or retired from their office as director shall also be deemed to have resigned their membership. All other members, including subscribers, shall continue as members for a period of three years from the date of commencement of their membership. The Board may from time to time designate certain bodies as nominating bodies to nominate proposed members of the Company for approval and acceptance by the Board of Directors.