Full governing Memorandum of Border Collie Rescue

MEMORANDUM OF ASSOCIATION OF BORDER COLLIE RESCUE

1 The company's name is

BORDER COLLIE RESCUE
(and in this document it is called the charity).

2    The charity's registered office is to be situated in England.

3    The charity's objects (the Objects) are -
      So far only as shall be charitable

(a) For the benefit of the public to rescue, take in and provide care, shelter and sanctuary for stray, lost, neglected, abandoned, ill treated and unwanted dogs of the breed known as the Border Collie, or any dog of predominantly Border Collie origin and type, and other Working Sheepdogs and to re-home these dogs, wherever possible and, in particular, to provide and maintain rescue homes or other facilities for the reception, care and treatment of such animals.

(b) For the benefit of the public to alleviate the suffering of these dogs and promote humane behaviour towards animals by providing appropriate care, protection, treatment and security for animals which are in need of care and attention by reason of sickness, maltreatment, poor circumstances or ill usage and to educate the public in matters pertaining to animal welfare in general and the prevention of cruelty and suffering among animals."

4     (1) In addition to any other powers it may have, the charity has the following powers in order to further the Objects
       (but not for any other purpose):

          (a) to keep and maintain registers of dogs needing re-homing and applicants to adopt them.

          (b) in the public interest, to take whatever action as is appropriate and lawful to alleviate the suffering of such
          dogs and to prosecute or support the prosecution in law of those who cause such suffering.

          (c) to provide grants of cash, services or kind to suitable individuals or organisations on condition that these be
          used only for the charitable purpose of the treatment and/or care of a specified dog or dogs.

          (d) to raise funds. In doing so, the charity must not undertake any substantial permanent trading activity and
          must comply with any relevant statutory regulations;

          (e) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it
          for use;

          (f) to sell, lease or otherwise dispose of all or any part of the property belonging to the charity. In exercising this
          power, the charity must comply as appropriate with sections 36 and 37 of the Charities Act 1993, as amended
          by the Charities Act 2006;

          (g) to borrow money and to charge the whole or any part of the property belonging to the charity as security for
          repayment of the money borrowed. The charity must comply as appropriate with sections 38 and 39 of the
          Charities Act 1993, as amended by the Charities Act 2006, if it wishes to mortgage land;

          (h) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information
          and advice with them;

          (i) to establish or support any charitable trusts, associations or institutions formed for any of the charitable
          purposes included in the Objects;

          (j) to acquire, merge with or to enter into any partnership or joint venture arrangement with any other charity
          formed for any of the Objects;

          (k) to set aside income as a reserve against future expenditure but only in accordance with a written policy
          about reserves;

          (l) to employ and remunerate such staff as are necessary for carrying out the work of the charity. The charity
          may employ or remunerate a Director only to the extent it is permitted to do so by clause 5 and provided it
          complies with the conditions in that clause;

          (m) to:

                   (i) deposit or invest funds;

                   (ii) employ a professional fund-manager; and

                   (iii) arrange for the investments or other property of the charity to be held in the name of a nominee;

in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;

          (n) to provide indemnity insurance for the Directors or any other officer of the charity in relation to any such
          liability as is mentioned in subclause (2) of this clause, but subject to the restrictions specified in subclause
          (3) of the clause;

          (o) to pay out of the funds of the charity the costs of forming and registering the charity both as a company and
          as a charity;

          (p) to do all such other lawful things as are necessary for the achievement of the Objects.

4(2) The liabilities referred to in sub-clause (1)(k) are:

         (a) any liability that by virtue of any rule of law would otherwise attach to a director of a company in respect of
         any negligence, default breach of duty or breach of trust of which he or she may be guilty in relation to the
         charity;

         (b) the liability to make a contribution to the charity's assets as specified in section 214 of the Insolvency Act
         1986 (wrongful trading).

4(3)  (a) The following liabilities are excluded from sub-clause (2)(a):

                   (i) fines;

                   (ii) costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty
                   or willful or reckless misconduct of the Director or other officer;

                   (iii) liabilities to the charity that result from conduct that the Director or other officer knew or must be
                   assumed to have known was not in the best interests of the charity or about which the person concerned
                   did not care whether it was in the best interests of the charity or not.

         (b) There is excluded from sub-clause 2(b) any liability to make such a contribution where the basis of the
          Director's liability is his or her knowledge prior to the insolvent liquidation of the charity (or reckless failure to
          acquire that knowledge) that there was no reasonable prospect that the charity would avoid going into
          insolvent liquidation.

5 (1) The income and property of the charity shall be applied solely towards the promotion of the Objects.

5(2)  (a) A Director is entitled to be reimbursed from the property of the charity or may pay out of such property
          reasonable expenses properly incurred by him or her when acting on behalf of the charity.

        (b) Subject to the restrictions in sub-clause 4, a Director may benefit from trustee indemnity insurance cover
         purchased at the charity's expense.

        (c) A Director may receive an indemnity from the charity in the circumstances specified in Article 49.

5(3) None of the income or property of the charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the charity. This does not prevent a member who is not also a Director receiving:

        (a) a benefit from the charity in the capacity of a beneficiary of the charity;

        (b) reasonable and proper remuneration for any goods or services supplied to the charity.

5(4) No Director may:

        (a) buy any goods or services from the charity;

        (b) sell goods, services, or any interest in land to the charity;

        (c) be employed by, or receive any remuneration from the charity;

        (d) receive any other financial benefit from the charity;

unless:

                   (i) the payment is permitted by sub-clause (5) of this clause, does not exceed an amount that is
                   reasonable in all the circumstances, and does not result in a majority of the Directors having received a
                   financial benefit from the charity; or

                   (ii) the Directors obtain the prior written approval of the Commission and fully comply with any procedures
                   it prescribes.

5(5)  (a)

                   (i) A Director may receive a benefit from the charity in the capacity of a beneficiary of the charity.

                   (ii) A Director may enter into a contract for the supply of goods or services to the charity where that is
                   permitted in accordance with, and subject to the conditions in, section 73A of the Charities Act 1993.

                   (iii) A Director may receive interest on money lent to the charity at a reasonable and proper rate which
                   must be 2% (or more) per annum below the base rate of a clearing bank to be selected by the Directors.

                   (iv) A company of which a Director is a member may receive fees remuneration or other benefit in money
                   or money's worth provided that the shares of the company are listed on a recognised stock exchange and
                   the Director holds no more than 1% of the issued capital of that company.

                   (v) A Director may receive rent for premises let by the Director to the charity if the amount of the rent and
                   the other terms of the lease are reasonable and proper and provided that such a Director shall withdraw
                   from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

                   (vi) The Directors may arrange for the purchase, out of the funds of the charity, of insurance designed to
                   indemnify the Directors in accordance with the terms of, and subject to the conditions in, section 73F
                   of the Charities Act 1993.

         (b) The employment or remuneration of a Director includes the engagement or remuneration of any firm or
         company in which the Director is:

                   (i) a partner;

                   (ii) an employee;

                   (iii) a consultant;

                   (iv) a director; or

                   (v) a shareholder, unless the shares of the company are listed on a recognised stock exchange and the
                   Director holds less than 1% of the issued capital.

5(6) In sub-clauses (2)-(5) of this clause 5:

         (a) "charity" shall include any company in which the charity:

                   • holds more than 50% of the shares; or

                   • controls more than 50% of the voting rights attached to the shares; or

                   • has the right to appoint one or more directors to the Board of the company;

         (b) "Director" shall include any child, parent, grandchild, grandparent, brother, sister, spouse or civil partner of
         the Director or any person living with the Director as his or her partner.

5(7) If a conflict of interests arises for a director because of a duty of loyalty owed to another organisation or person and the conflict is not authorised by virtue of any other provision in this memorandum or the articles, the unconflicted directors may authorise such a conflict of interests where the following conditions apply:

        (a) the conflicted Director is absent from the part of the meeting at which there is discussion of any arrangement
        or transaction affecting that other organisation or person;

        (b) the conflicted Director does not vote on any such matter and is not to be counted when considering whether a
        quorum of Directors is present at the meeting;

        (c) the unconflicted Directors consider it is in the interests of the charity to authorise the conflict of interest in the
        circumstances applying.

6 The liability of the members is limited.

7 Every member promises, if the charity is dissolved while he or she is a member or within twelve months after he or she ceases to be a member, to contribute such sum (not exceeding £10) as may be demanded of him or her towards the payment of the debts and liabilities of the charity incurred before he or she ceases to be a member, and of the costs charges and expenses of winding up, and the adjustment of the rights of the contributories among themselves.

8 (1) The members of the charity may at any time before, and in expectation of, its dissolution resolve that any net assets of the charity after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the charity be applied or transferred in any of the following ways:

         (a) directly for the Objects; or

         (b) by transfer to any charity or charities for purposes similar to the Objects; or

         (c) to any charity for use for particular purposes that fall within the Objects.

8(2) Subject to any such resolution of the members of the charity, the Directors of the charity may at any time before and in expectation of its dissolution resolve that any net assets of the charity after all its debts and liabilities have been paid, or provision made for them, shall on dissolution of the charity be applied or transferred:

         (a) directly for the Objects; or

         (b) by transfer to any charity or charities for purposes similar to the Objects; or

         (c) to any charity or charities for use for particular purposes that fall within the Objects.

8(3) In no circumstances shall the net assets of the charity be paid to or distributed among the members of the charity (except to a member that is itself a charity) and if no such resolution is passed by the members or the Directors the net assets of the charity shall be applied for charitable purposes as directed by the court or the Commission.

"Charitable" means charitable in accordance with the laws of England and Wales provided that it will not include any purpose which is not charitable in accordance with section 7 of the Charities and Trustees Investment (Scotland) Act 2005.

For the avoidance of doubt, the system of law governing the constitution of the charity is the law of England and Wales.

 

If you are interested in adopting a Border Collie from us,
please do not write to us or email us - we want to speak to you before we start the process.
Please phone us during office hours. Details here.
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