Chelmer Canal Trust, formerly the Friends of the Chelmer & Blackwater Navigation

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The Companies Acts 1985 and 1989

Company Limited by Guarantee and not having a Share Capital

Memorandum of Association of

The Chelmer Canal Trust Limited

  1. The Company's name is The Chelmer Canal Trust Limited. (and in this document it is called "the Charity").

  2. The Charity's registered office is to be situated in England and Wales.

  3. The Charity's objects ("the Objects") are preserve, maintain and enhance for the benefit of the community at large the canals, rivers, their tributaries, waterways and natural environs within and adjacent to the designated Chelmer and Blackwater Navigation Conservation Area, and to protect and enhance the public right of navigation either alone or jointly with any other persons corporations or bodies or public or local authorities and with and subject to all such consents statutory enactments or orders and acts in law as may be applicable to the Chelmer and Blackwater Navigation Conservation Area or necessary for the carrying out of the above objects. advance the education and understanding of the general public of the history, industrial archaeology, and natural features and wildlife of the Chelmer and Blackwater Navigation and environs, its associated structures and related artefacts. promote and develop the recreational opportunities along the Chelmer and Blackwater Navigation and its associated rivers and connected waterways and environs for the benefit of the public.

  4. In furtherance of the Objects but not otherwise the Charity may exercise the following powers:
    (1)to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the Charity;
    (2)to raise funds and to invite and receive contributions: provided that in raising funds the Charity shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations;
    (3)to acquire, alter, improve and (subject to such consents as may be required by law) to charge or otherwise dispose of property;
    (4)to own shares in a trading company or companies to undertake trading activities on behalf of the Charity with transfer of such trading company profits through covenanting or gift aid to the Charity in support of the Charity's objects;
    (5)subject to clause 6 below to employ such staff, who shall not be directors of the Charity (hereinafter referred to as "the trustees"), as are necessary for the proper pursuit of the Objects and to make all reasonable and necessary provision for the payment of pensions and superannuation to staff and their dependants;
    (6)to establish or support any charitable trusts, associations or institutions formed for all or any of the Objects;
    (7)to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or similar charitable purposes and to exchange information and advice with them;
    (8)to pay out of the funds of the Charity the costs, charges and expenses of and incidental to the formation and registration of the Charity;
    (9)to do all such other lawful things as are necessary for the achievement of the Objects;

  5. The income and property of the Charity shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Charity, and no trustee shall be appointed to any office of the Charity paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Charity: Provided that nothing in this document shall prevent any payment in good faith by the Charity:
    (1)of the usual professional charges for business done by any trustee who is a solicitor, accountant or other person engaged in a profession, or by any partner of his or hers, when instructed by the Charity to act in a professional capacity on its behalf: Provided that at no time shall a majority of the trustees benefit under this provision and that a trustee shall withdraw from any meeting at which his or her appointment or remuneration, or that of his or her partner, is under discussion;
    (2)of reasonable and proper remuneration for any services rendered to the Charity by any member, officer or servant of the Charity who is not a trustee;
    (3)of interest on money lent by any member of the Charity or trustee at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the trustees;
    (4)of fees, remuneration or other benefit in money or money's worth to any company of which a trustee may also be a member holding not more than 1/lOOth part of the issued capital of that company;
    (5)of reasonable and proper rent for premises demised or let by any member of the Company or a trustee;
    (6)to any trustee of reasonable out-of-pocket expenses.

  6. The liability of the members is limited.

  7. Every member of the Charity undertakes to contribute such amount as may be required (not exceeding 10) to the Charity's assets if it should be wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the Charity's debts and liabilities contracted before he or she 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.

  8. If the Charity is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid to or distributed among the members of the Charity, but shall be given or transferred to some other charity or charities having objects similar to the Objects which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Charity by Clause 5 above, chosen by the members of the Charity at or before the time of dissolution and if that cannot be done then to some other charitable object.

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