Memorandum of Association - Company Limited by Guarantee

Charity / NGO

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Description:

Memorandum of Association of a Charity / NGO to be incorporated as a company limited by guarantee.

(1) The income and property of the Association, however derived, shall be applied solely towards the promotion of the objects of the Association as set out in this Memorandum of Association.

(2) Subject to sub-clauses (4) and (5) below, no portion of the income and property of the Association shall be paid or transferred directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the members of the Association.

(3) No member of the Board of Directors the Association shall be appointed to any salaried office of the Association, or any office of the Association paid by fees and no remuneration or other benefit in money or money’s worth (except as provided in sub-clause (5) below) shall be given by the Association to any member of the Board of Directors. 


(4) Nothing herein shall prevent the payment, in good faith, by the Association of reasonable and proper remuneration to any officer or servant of the Association, or to any member of the Association not being a member of the Board of Directors of the Association in return for any services actually rendered to the Association. 


(5) Nothing herein shall prevent the payment, in good faith, by the Association :-

(a) to any member of its Board of Directors of out-of-pocket expenses;

(b) of interest on money lent by any member of the Board of Directors at a rate per year not exceeding 2% above the prime rate prescribed for the time being by banks for loans; 


(c) of reasonable and proper rent for premises demised or let by any member of the Association or of its Council of Management or Governing Body; 


(d) of remuneration or other benefit in money or money’s worth to a body corporate in which a member of the Association or of its Director is interested solely by virtue of being a member of that body corporate by holding not more than one-hundredth part of its capital or controlling not more than a one- hundredth part of its votes. 


(6) No person shall be bound to account for any benefit he may receive in respect of any payment properly paid in accordance with sub-clauses (4) and (5) above. 


Document Type:

Corporate / resolution / minutes

Category:

Business > Setup of Business / Entity > Charity / NGO / Club / Company Limited by Guarantee

 
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