Pegwell & District Association

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THE COMPANIES ACT 1985

1. The name of the Company (hereinafter called "the Association") is The Pegwell & District Association.
2. The registered office of the Association will be situate in England.
3. The objects for which the Association is established are:
1. to preserve and promote for the public benefit the places of archaeological historical architectural scientific ecological or other interest within the town harbour and foreshore of Ramsgate and the surrounding district ("the Area") in a manner appropriate to its archaeological historical architectural scientific ecological or other importance; and
2. to promote and foster for the public benefit a wide knowledge and understanding of the archaeological historical architectural scientific ecological or other significance of the Area
3. to promote and foster for the public benefit the community and social aspects of the Area

1. To borrow and raise money for the purpose of the Association in such manner and on such security as the Association may think fit
2. To conduct appeals for money or other gifts or for any other assistance for any of the purposes of the Association, and to solicit and accept subscriptions and donations (whether of real or personal property) and devises and bequests for any of the purposes of the Association
3. To invest the monies of the Association 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. To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges and to construct, maintain and alter any buildings or structures
5. To sell, hire, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association as may be thought expedient with a view to the promotion of its objects.
6. to take all such stems and proceedings and to do all such acts and things either alone or jointly with others whether by opposing applications or proceedings or otherwise as may seem necessary or expedient to protect the interests of the Association and to levy support for such action
7. To promote or join in promoting schemes for the renovation restoration preservation or enhancement of, and access by members of the public to places of archaeological historical architectural scientific ecological or other interest within the Area
8. To establish promote and administer such courses, seminars and other teaching media as may be thought expedient with a view to the furtherance of the objects of the Association and upon such terms as may be thought fit
9. To print and publish, or procure to be printed and published, and to circulate, or procure to be circulated (whether gratuitously or not) any newspaper, periodicals, magazines, books, pamphlets, leaflets, or other documents on subjects which are within the objects of the Association
10. Subject to Clause 4 hereof to engage, employ and pay architects, surveyors, solicitors and other professional persons, contractors, managers, clerks, workmen and other staff as are necessary for the furtherance of the objects of the Association
11. To grant pensions and retirement benefits to or for employees or former employees and to the widows, children and other dependants of deceased employees and to pay or subscribe to funds or schemes for the provision of life assurance, pensions and retirement benefits for employees and former employees their widows, children and other dependants
12. To subscribe to, become a member of, or amalgamate or co-operate with any other organisation, institution, society or body not formed or established for purposes of profit (whether incorporated or not and whether in Great Britain or Northern Ireland or elsewhere) whose objects are wholly or in part similar to those of the Association and which by its Constitution prohibits the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof
13. To purchase or otherwise acquire and undertake all or such part of the property, assets, liabilities and engagements as may lawfully be acquired or undertaken by the Association of any one or more of the organisations, institutions, societies or bodies with which this Association is authorised to amalgamate
14. To do all or any of the things hereinbefore authorised either alone or in conjunction with any other charitable organisation, institution, society or body with which this Association is authorised to amalgamate
15. To undertake and execute any trusts necessary for the furtherance of the objects of the Association
16. To establish and support or aid in establishment and support of any charitable trusts, associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with or calculated to further any of the objects of the Association
17. To enter into arrangements with any authority supreme municipal, local or otherwise to further any of the Association's objects and to obtain from any such authority any rights privileges and concessions which it may seem desirable to obtain and to carry out and comply with any arrangements, rights, privileges and concessions
18. To apply for promote and obtain or join in applying for promoting or obtaining any Act of Parliament, Provisional Order, Royal Charter or Licence or any authority necessary for the furtherance or realisation of any of the objects of the Association
19. To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Association
20. To do all such other lawful things as are necessary for the attainment of the above objects or any of them
    Provided that:-

1. In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts
2. The objects of the Association shall not extend to the regulations of relations between workers and employers or organisations of workers and organisations of employers
3. In case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Association 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 Association shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults and for the due administration of such property in the same manner and to the same extent as they would as such Council of Management or Governing Body have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division or 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 Association were not incorporated

4. The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly by way of dividends, bonus or otherwise howsoever by way of profit, to members of the Association
   Provided that nothing herein shall prevent any payment in good faith by the Association:-
1. of reasonable and proper remuneration to any member, officer or servant of the Association for any services rendered to the Association;
2. of interest on money lent by any member of the Association or of its Council of Management or Governing Body at a reasonable and proper rate;
3. or reasonable and proper rent for premises demised or let by any member of the Association or its Council of Management or Governing Body; and
4. to any member of its Council of Management or Governing Body of out of pocket expenses.
5. No addition alteration or amendment shall be made to or in the provision of the Memorandum or Articles of Association for the time being in force so as to cease to be within Section 30 of the Companies Act 1985.
6. The liability of the members is limited
7. Every member of the Association undertakes to contribute to the assets of the Association 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 Association 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 contributories among themselves, such amount as may be required not exceeding One Pound
8. If upon the winding up or dissolution of the Association 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 Association, but shall be given or transferred to some other body or bodies having objects similar to the objects of the Association, 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 Association under or by virtue of Clause 4 hereof, such body or bodies to be determined by the members of the Association at or before the time or dissolution and if and so far as effect cannot be given to such provision then to some other body or bodies the objects of which are the promotion of charity and anything incidental or conducive thereto (whether or not the body or bodies in question shall be a member or members of the Association) to be similarly determined

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