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somewhere

Somewhere's constitution

Somewhere.org.uk is a not-for-profit company limited by guarantee
No. 4736438 registered on 16th April 2003, led by artist/directors
Nina Pope & Karen Guthrie

SOMEWHERE.ORG.UK
COMPANY No. 4736438

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

THE COMPANIES ACTS 1985 AND 1989

MEMORANDUM OF ASSOCIATION OF SOMEWHERE.ORG.UK

1. The name of the Association (hereinafter called ‘The Company’) is Somewhere.org.uk.

2. The registered office of the Company will be situated in England

3. The company, which shall be non-party in politics and non-sectarian in religion, is established to:
(i) generate, facilitate and manage arts projects;
(ii) initiate, develop and support new creative artistic practices through innovative and experimental applications of technology; and
(iii) seek to achieve the widest possible access to the arts by all members of the public particularly through diverse real and virtual public spaces as well as through art galleries.

4. In furtherance of the said objects, but not further or otherwise, the Company shall have power:
(a) to encourage new and diverse relationships between practitioners and audiences;
(b) to raise awareness of the issues surrounding emergent art practice;
(c) to increase access to and understanding of artists’ practice through diverse and innovative marketing and education strategies;
(d) to write, print or otherwise reproduce by any means of recorded audio and/or visual information whether now or hereafter invented and circulate, gratuitously or otherwise, periodicals, magazines, books, leaflets or other documents;
(e) to promote or carry out research;
(f) to co-operate with other bodies;
(g) to accept subscriptions, gifts, donations, devises and bequests of any property maintain and alter any of the same as are necessary for any of the objects of the Company and (subject to such consents as may be required by law) sell, lease, mortgage or otherwise dispose of any such property;
(h) to issue appeals, hold meetings and take such other steps as may be required for the purpose of procuring contributions to the funds of the Company in the shape of donations, subscriptions or otherwise;
(i) to issue cheques and other financial instruments, and to operate bank and other accounts;
(j) subject to such consents as may be required by law, to borrow and raise money for the objects of the Company on such terms and conditions and on such security as may be thought fit;
(k) to hold exhibitions, meetings, lectures, classes, seminars, workshops, courses of other events either alone or with others;
(l) to carry on trade for the carrying out of the said objects;
(m) to take and accept any gift of money, property or other assets, whether subject to nay special trust or not, for any one or more of the objects of the Company;
(n) to subscribe for either absolutely or conditionally or otherwise acquire and hold shares, stocks, debentures, debenture stock or other securities or obligations of any other company;
(o) to invest the monies of the Company not immediately required for its objects in or upon such investments, securities of property as may be thought fit;
(p) to make any donation either in cash or assets for the furtherance of the object of the Company;
(q) to establish or support any institution and to subscribe or guarantee money for purposes believed to further the object of the Company;
(r) to lend money and give credit to, take security for such loans or credit from and to guarantee and become or give security for the performance of contracts or obligations by any person or company as may be necessary or expedient for the work of the Company;
(s) to employ and pay staff;
(t) to purchase insurance to cover the officers, Committee, staff, voluntary workers and those of its members from and against all such risks incurred in the course of the performance of their duties, as may be thought fit;
(u) to pay reasonable annual sums or premiums for or towards the provision of pensions for the staff for the time being of the Company and their dependants;
(v) to purchase insurance to cover any buildings or other property to their full value;
(w) to amalgamate with any companies, institutions, societies or associations which have objects altogether or mainly similar to those of the Company and which prohibit the payment of any dividend or profit to and the distribution of any of their assets amongst their members at least to the same extent as such payments or distributions are prohibited in the case of members of the Company by this or her Memorandum of Association;
(x) to pay out the funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company;
(y) to establish where necessary local branches (whether autonomous or not);
(z) to do all such other lawful things as shall further the above objects or any of them.

5. The income and property of the Company 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 dividend, bonus or otherwise howsoever by way of profit, to members of the Committee except for payment in good faith of the usual professional charges for business done by any member of the Committee, or by any partner of his or hers, when instructed by the Company to act in a professional capacity on its behalf except that at no time shall a majority of the members of the Committee benefit under this provision and provided that any such member or members of the Committee shall withdraw from any meeting at which his or her appointment or remuneration or that of his or her partner is under discussion.

6. The liability of the members is limited.

7. Every member of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up whilst being a member, or within one year after ceasing to be a member, for payment of the debts and liabilities of the Company contracted before ceasing 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, such amount as may be required not exceeding one pound.

8. 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 objects similar to the objects of the company, and which prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Company under or by virtue of Clause 5 hereof, such institution or institutions to be determined by the members of the Company at or before the time of dissolution, and in so far as effect cannot be given to such provision, then to some other charitable, benevolent or philanthropic object.