<- Home rf3000 Outpost One, Purok Kuwatro Pantalan, MSD MANGAGOY
8311 Bislig, Surigao del Sur, Philippines.
Patron: Professor David Bellamy OBE
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The Companies Acts 1985 and 1989
Company Limited by Guarantee and not having a Share Capital
[Draft 10.4.99]
Memorandum of Association of Rainforest 3000
1. The Company's name is Rainforest 3000
2. The Company's registered Office is to be situated in England
and Wales
3. The Company's objects ("the Objects") are: To operate as a
as a not-for-profit company to regenerate natural tropical rainforest
environments and encourage the regeneration of rural economies in such
areas in partnership with local cooperative organisations.
4. In furtherance of the Objects but not otherwise the Company 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 Company;
(2) to raise funds and to invite and receive contributions;
(3) to acquire, alter, improve and to charge or otherwise dispose of
property;
(4) to employ or contract with such staff 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;
(5) to establish or support organisations, associations or institutions
formed for all or any of the Objects;
(6) to co-operate with other companies, voluntary bodies and statutory
authorities operating in furtherance of the Objects or similar purposes
and to exchange information and advice with them;
(7) to pay out of the funds of the Company the costs, charges and expenses
of and incidental to the formation and registration of the Company:
(8) to do all such other lawful things as are necessary for the
achievement of the Objects.
6. Directors of the Company may be remunerated for services to the Company
PROVIDED THAT such remuneration is in accordance with the provisions of
this memorandum and the Articles of Association of this Company.
7. Nothing in this document shall prevent any payment in good faith by
the Company:
(1) of the usual professional charges for business done by any director
who is a solicitor, accountant or other person engaged in a profession,
or by any partner of his or hers, when instructed by the Company to
act in a professional capacity on its behalf;
(2) of reasonable and proper remuneration for any services rendered to the
Company by any director, member, officer or employee of the Company;
(3) of interest on money lent by any member of the Company or director 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
directors;
(4) of fees, remuneration or other benefit in money or money's worth to
any company of which a director may also be a member holding not more
than 1/100th part of the issued capital of that company;
(5) or reasonable and proper rent for premises demised or let by any
member of the Company or a director;
(6) to any director of reasonable out-of-pocket expenses.
8. The liability of the members is limited.
9. Every member of the Company undertakes to contribute such amount as may
be required (not exceeding £5) to the Company's assets if it should be
wound up while s/he is a member of within one year after s/he ceases to
be a member, for payment of the Company's debts and liabilities contracted
before s/he 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.
10. If the Company 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 Company, but shall
be given or transferred to some other company or companies having objects
similar to the objects which prohibit the distribution of its or their
income and property to an extent at least as great as is imposed on
the Company by Clause 5 above, chosen by the members of the Company at
or before the time of dissolution.
We, the persons whose names and addresses are written below, wish to be
formed into a company under this memorandum of association.
(1) NAME
ADDRESS
email
fax
OCCUPATION
Signature:
Witness to the above signature:
NAME
ADDRESSOCCUPATION
Signature:
Dated:
------
(2) NAME
ADDRESS
email
fax
OCCUPATION
Signature:
Witness to the above signature:
NAME
ADDRESS
OCCUPATION
Signature:
Dated:
etc.
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The Companies Acts 1985 and 1989
Company Limited by Guarantee and not having a Share Capital
Articles of Association of Rainforest 3000 Limited [Draft 10.4.99]
1. In these Articles:
"the Company" means the company intended to be regulated by these articles
"the Act" means the Companies Act 1985 including any statutory modification or re-enactment thereof for
the time being in force:
"the articles" means these Articles of Association of the Company;
"clear days" in relation to the period of a notice means the period excluding the day when the notice is
given or deemed to be given and the day for which it is given or on which it is to take effect:
"executed" includes any mode of execution:
"the memorandum" means the memorandum of association of the Company;
"office" means the registered office of the Company:
"the seal" means the common seal of the Company if it has one;
"secretary""means the secretary of the Company or any other person
appointed to perform the duties of the secretary
"the directors" means the directors of the Company (and "director" has a
corresponding meaning);
"the United Kingdom" means Great Britain and Northern Ireland;
"written" or "in writing" includes facsimile and email messages
"speak" includes electronic messages posted on the Company's Internet
bulletin board
"registered" means registered in the list of members of the Company
"signature" includes electronic signature by receipt of email emanating
from the registered password-protected email address of the signee, and
"sign" and "signed" have corresponding meanings.
"attend" means interact with the internet web site of the company
"vote" includes an electronic or other email message from the registered
email address of the member voting.
In these Articles unless the contrary is indicated words denoting the
singular include the plural and vice versa and words denoting the
masculine include the feminine.
Subject as aforesaid, words or expressions contained in these articles
shall, unless the context requires otherwise bear the same meaning as in
the Act.
Members & General Meetings.
2. The subscribers to the memorandum and such other persons or
organisations as are admitted to membership in accordance with the
rules made under Article 42 shall be members of the Company. No
person shall be admitted a member of the Company unless his/her
application for membership is approved by the directors.
3. A general meeting at which all members may speak and vote on
resolutions shall be held continuously on the Internet.
4. Resolutions shall be tabled in the general meeting by direction of the
Chairman of the Company.
5. On receipt of a resolution signed by more than 1/100 of the membership
of the company, the Chairman shall within 28 clear days table such
resolution in the general meeting for discussion and decision by
voting as provided for in these articles.
6. The chairman shall have absolute discretion as to tabling
resolutions which constitute an amendment to a tabled resolution.
7. All resolutions will remain in general meeting for open comment and
vote by email for 28 clear days at the end of which the chairman shall
within seven days announce the result of the vote to the general
meeting.
8. At any time during the period of voting any member may withdraw or
change his vote
9. On each anniversary of the registration of the company the general
meeting shall be deemed the annual general meeting for a period of 28
clear days at the end of which the chairman shall within seven days
announce the results of the votes on all annual general meeting
resolutions to the general meeting.
10. A director shall, notwithstanding that s/he is not a member,
be entitled to attend and speak at the general meeting.
11. A resolution shall be determined by a simple majority of those
casting votes.
12. In the case of an equality of votes the chair shall be entitled to a casting vote in addition to any other
vote s/he may have.
13. Subject to Article 12 every member shall have one vote.
14. No member shall be entitled to vote at any general meeting unless
all moneys then payable by him to the Company have been paid.
15. The Company must observe sections 352 and 353 of the Act concerning
the register of members and every member of the Company must either sign a
written consent to become a member or sign the register of members on
joining.
16. Any organisation which is a member of the Company may by resolution of
its Council or other governing body authorise such person as it thinks fit
to act as its representative at any meeting of the Company, and the person
so authorised shall be entitled to exercise the same powers on behalf of
the organisation which s/he represents as the organisation could exercise if it were an individual member of
the Company.
Directors
17. The number of directors shall be not less than three but not more
than seven.
18. The first directors shall be those persons named in the statement
delivered pursuant to section 10(2) of the Act, who shall be deemed to
have been appointed under the articles. Future directors shall be
appointed as provided subsequently in these articles.
19. Subject to the provisions of the Act, the memorandum and the articles
and to any directions given by special resolution, the business of the
Company shall be managed by the directors who may exercise all
the powers of the Company. No alteration of the memorandum or the
articles and no such direction shall invalidate any prior act of the
directors which would have been valid if that alteration had not been made
or that direction had not been given.
20. In addition to all powers hereby expressly conferred upon them and
without detracting from the generality of their powers under the articles
the directors shall have the following powers, namely;
(1) to expend the funds of the Company in such manner as they shall
consider most beneficial for the achievement of the objects and to
invest in the name of the Company such part of the funds as they may
see fit and to direct the sale or transposition of any such investments
and to expend the proceeds of any such sale in furtherance of the objects
of the Company;
(2) to enter into contracts on behalf of the Company.
21. On there being a Director vacancy under Article 17, any member may
propose appointment of a Director by resolution of the General Meeting.
22. A Director may resign by simply notifying all other directors.
23. A director shall cease to hold office if s/he:
(1) Resigns under Article 22
(2) ceases to be a director by virtue of any provision in the Act;
(3) becomes incapable by reason of mental disorder, illness or injury of
managing and administering his/her own affairs :
(4) ceases to participate in the affairs of the company and the directors
resolve that his office be vacated.
(5) a resolution of the general meeting passes a vote of no confidence in
him.
Directors' Expenses
24. The director may be paid all reasonable travelling, hotel and other
expenses properly incurred by them in connection with the discharge of
their duties.
Directors' Appointments
25. Subject to the provisions of the Act the directors may appoint one or
more of their number to any executive office of the Company. Any such
appointment may be made upon such terms as the directors determine.
26. Except to the extent permitted by clause 6 of the memorandum, no
director shall take or hold any interest in property belonging to the
Company or receive remuneration or be interested otherwise than as
director in any other contract to which the Company is a party.
Proceedings of Directors
27. The directors shall conduct all of their proceedings transparently
on the internet web site of the company by means of a continuous board
meeting.
28. The directors proceedings will be in the form of directors resolutions
tabled to the board meeting.
29. Resolutions shall be tabled in the board meeting by any director.
30. All board resolutions will remain in board meeting for open comment
and vote by email for 28 clear days at the end of which the chairman shall
within seven days announce the result of the vote to the board
meeting.
31. At any time during the period of voting any director may withdraw or
change his vote
32. A board resolution shall be determined by a simple majority of those
casting votes.
33. In the case of an equality of votes the chair shall be entitled to a
casting vote in addition to any other vote s/he may have.
34. Subject to Article 33 every director shall have one vote on board
resolutions.
35. All acts done by the board meeting of directors, or of a committee of
directors, shall, notwithstanding that it be afterwards discovered that
there was a defect in the appointment of any director or that any of
them were disqualified from holding office, or had vacated office, or
were not entitled to vote, be as valid as if every such person had been
duly appointed and was qualified and had continued to be a director and
had been entitled to vote.
36. Any bank account in which any part of the assets of the Company is
deposited shall be operated by the directors and shall indicate the name
of the Company.
Secretary
37. Subject to the provisions of the Act, the secretary shall be appointed
by the directors for such term, at such remuneration and upon such
conditions as they may think fit; and any secretary so appointed may be
removed by them.
Minutes
38. The directors shall keep minutes in transparent Internet web site
archive files and in separate offline back-up copy of all proceedings of
the general and board meetings of the Company.
The Seal
39. The seal shall only be used by the authority of the directors or of a
committee of directors authorised by the directors. The directors may
determine who shall sign any instrument to which the seal is affixed
and unless otherwise so determined it shall be signed by a director and
by the secretary or by a second director.
Accounts
40. Accounts shall be prepared in accordance with the provisions of
Part VII of the Act.
Indemnity
41. Subject to the provisions of the Act every director or other officer
or auditor of the Company shall be indemnified out of the assets of the
Company against any liability incurred by him in that capacity in
defending any proceedings, whether civil or criminal, in which judgement
is given in his/her favour or in which s/he is acquitted or in connection
with any application in which relief is granted to him by the court
from liability for negligence, default, breach of duty or breach of trust
in relation to the affairs of the Company.
Rules
42. The directors may from time to time make such rules as they may deem
necessary or expedient or convenient for the proper management and conduct
of the company and for the purposes of prescribing classes of and
conditions of membership and, in particular but without prejudice to the
generality of the foregoing, they may by such rules regulate:
(1) The admission and classification of members of the company (including
the admission of organisations to membership) and the rights and privileges
for such members, and the conditions of membership and) the terms on which
members may resign or have their membership terminated and the
entrance fees, subscriptions and other fees or payments to be made by
members.
(2)the conduct of the members of the Company in relation to one another
and to the Company's employees
(3) The procedures and general and board meetings so far as such procedure
is not governed by the Articles, and
(4) generally, all such matters as are commonly the subject matter of
company rules.
(43) The Company, in General meeting shall have power to alter, add or to
repeal the rules and the directors shall adopt such means as they think
sufficient to bring to the notice of members of the Company all such rules,
which shall be binding on all members of the company. Provided that no rule
shall be inconsistent with, or shall affect or repeal anything contained
in the memorandum or the Articles.
Signatures, names and addresses of Subscribers:
(1) NAME
ADDRESS
email
fax
OCCUPATION
Signature:
Witness to the above signature:
NAMEADDRESS
OCCUPATION
Signature:
Dated:
------
(2) NAME
ADDRESS
email
fax
OCCUPATION
Signature:
Witness to the above signature:
NAME
ADDRESS
OCCUPATION
Signature:
Dated:
etc.
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rf3000 Outpost One, Purok Kuwatro Pantalan, MSD MANGAGOY 