Memorandum of Association
OF
FEDERATION OF WELSH ANGLERS
A Company Limited by Guarantee and not having a share capital
NAME
1. The name of the Company (hereinafter called "the Company") is FEDERATION OF WELSH ANGLERS.
REGISTERED OFFICE
2. The Registered Office of the Company will be situated in Wales.
OBJECTS
3. The objects for which the Company is established are : -
3.1 To unite the WSTAA, WFCA, WFSA and any
other recognised Angling National Governing Body under one National
Federation for Wales for the purpose of joint representation and to
further develop the sport of angling in general (game, coarse & sea)
To promote sportsmanship and angling codes of conduct
3.2. to promote and develop angling in Wales;
3.3 to represent the collective views of its
Members (being Angling Associations in Wales as specified in the
Articles of Association) through advocacy, lobbying and campaigning and
to lobby for investment opportunities;
3.4 to act as a representative body dealing
with, the Welsh Assembly Government, the Sports Council for Wales,
Environment Agency Wales, UK Sport, Welsh Sports Association and any other relevant bodies in regard to angling sports in Wales;
3.5 to promote co-operation and interaction
between its Members where appropriate and to reinforce the role and
democratic structure of Members;
3.6 to facilitate joint action by Members on matters of common interest;
3.7 to promote international co-operation and events in sport and to represent the views of its Members at international level;
3.8 to work, in co-operation with other appropriate bodies both within the UK and internationally;
3.9 within its available resources, to provide
such services and support of all kinds to Members as are considered
conducive to their well being and development and generally to support
Members at all levels within Wales and to conduct any other activities
(including commercial activities) which are considered beneficial
generally to its Members.
POWERS
4. The Company shall have the following powers exercisable in furtherance of its objects but not otherwise namely:
4.1 to subscribe guarantee or lend money to
any organisation, association or institution for any purpose calculated
to further the objects of the Company;
4.2 to assume the assets and other rights and discharge the
liabilities and responsibilities of the former unincorporated body
known as the Federation of Welsh Anglers;
4.3 to raise money by public appeals, sponsorships or
otherwise and to apply the same, together with all other funds and
property of the Company, in the furtherance of any of the Company’s
objects, and to hold and invest all monies not applied for such
purposes as the Company may from to time direct;
4.4 to establish undertake or administer any
trusts for the furtherance of any of the objects of the Company and to
hold and administer any property or funds subject to any such trusts;
4.5 to hold or assist in holding exhibitions,
competitions conferences and other functions for the purpose of
promoting its objects;
4.6 to print, publish or sell any newspapers,
periodicals, books or leaflets, and to create and manage any web site
that the Company may think desirable for the promotion of its objects
and to carry on courses of instruction, lectures or discussions for the
purpose of promoting its objects;
4.7 to purchase, take on lease or in exchange,
hire or otherwise acquire any real or personal property and any rights
or privileges which the Company may think necessary or convenient for
the promotion of its objects, and to construct maintain and alter any
houses, buildings or works necessary or convenient for the purposes of
the Company;
4.8 to sell, let, mortgage, dispose of or
otherwise deal with all or any of the property or assets of the Company
as may be thought expedient with a view to the promotion of its
objects;
4.9 to undertake and execute any agency
business and enter into any contracts which may seem directly or
indirectly conducive to the objects of the Company and may lawfully be
undertaken by the Company;
4.10 to borrow or raise money for the purposes of the Company on such terms and on such security as may be thought fit;
4.11 to maintain and to open
such accounts with banks or other financial institutions as it requires
and to invest the monies 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 and subject also
as hereinafter provided;
4.12 to employ any persons it sees fit on such
terms and at such remuneration as it sees fit and grant pensions,
allowances, gratuities expenses and bonuses to employees or
ex-employees of the Company or the dependants of such persons and to
pay proper and reasonable expenses to members of the Company when
engaged in Company business;
4.13 to form, take over or acquire any
companies, institutions, societies or associations having objects
altogether or in part similar to those of the Company which shall
prohibit the distribution of their income and property amongst their
members to an extent at least as great as is imposed upon the Company
under or by virtue of the provisions of this Memorandum of Association;
4.14 to purchase or otherwise acquire and
undertake all or any part of the property, assets, liabilities and
engagements of any one or more of the companies, institutions,
societies or associations which the Company is authorised to form, take
over or acquire;
4.15 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
which the Company is authorised to take over or acquire;
4.16 to take out, maintain and pay the
premiums for such insurances as it considers requisite to protect the
Company and its assets, members and staff;
to conduct such commercial activities as are considered in furtherance of the objects of the Company;
4.17 to do all such other lawful things
including entering into legal agreements as are considered necessary to
the furtherance of the objects of the Company.
PROVISOS
5. It is hereby provided as follows:
5.1 in case the Company shall take or hold any
property which may be subject to any trusts, the Company shall only
deal or invest the same in such manner as allowed by law, having regard
to such trusts;
5.2 the income and property of the Company
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;
5.2.1 any payment in good faith
by the Company of reasonable and proper remuneration to any officer or
servant of the Company or to any Member in return for any services
actually rendered to the Company;
5.2.2 the award in good faith of any prize to
any competitor, or entrant at a contest who may be, or may be bona fide
associated with, a Member;
the payment of interest on any money lent by any Member at a
rate per annum not exceeding 3% more than the base rate prescribed from
time to time by the bank then utilised by the Company;
5.2.3 the payment of reasonable and proper rent for premises demised or let by any Member;
5.2.5 The payment of usual professional charges of the business of the 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 but shall be given or transferred to some other
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 upon the Company under or by virtue this Memorandum
of Association such institution or institutions to be determined by
the members of the Company at or before the time of dissolution, and if
in so far as effect cannot be given to the aforesaid provisions then
to some charitable object.