Memorandum of Association for a charitable Company
The Companies Act 2006
COMPANY LIMITED BY GUARANTEE
Memorandum of Association of: ICF (BOREHAMWOOD)
Each subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the Company.
Name of each subscriber Authentication by each subscriber
Patrick George Bateman Senior Pastor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Babu John Vettamala MA (Eng. Litt), PhD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dated: 5TH August 2010
Company Number 07352471 Registered 20th August 2010
Amended 20TH September 2010 with the addition of the following subscribers:
Cynthia Ayodele Forson LL.B, LL.M, MBA, PhD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Beatrice Ruth McAree RN, RM, M.Sc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Herbert Sowemimo M.Sc, FCCA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dr. Nwamaka Uchendu . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Articles of Association for a Charitable Company
The Companies act 2006
COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION OF: ICF (BOREHAMWOOD)
1. The company's name is: ICF (Borehamwood)
(and in this document it is called the "Church").
2. INTERPRETATION
"address" means a postal address or, for the purposes of electronic communication, a fax number, an e-mail or postal address or a telephone number for receiving text messages in each case registered with the charity;
"the articles" means the charity's articles of association;
"the church" means the company intended to be regulated by the articles;
"clear days" in relation to the period of a notice means a 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;
"the Commission" means the Charity Commission for England and Wales;
"Companies Acts" means the Companies Acts (as defined in section 2 of the Companies Act 2006) insofar as they apply to the church;
“the trustees" means the directors of the church. The directors are charity trustees as defined by section 97 of the Charities Act 1993;
“document" includes, unless otherwise specified, any document sent or supplied in electronic form;
“electronic form" has the meaning given in section 1168 of the Companies Act 2006;
“the memorandum" means the church's memorandum of association;
"officers" includes the trustees and the secretary (if any);
“secretary" means any person appointed to perform the duties of the secretary of the church;
"the United Kingdom" means Great Britain and Northern Ireland;
“Statement of Beliefs” means the statement of beliefs held in International Christian Fellowship’s Handbook of Procedures and Policies, available to anyone on application.
“Companies House” means the office of the Registrar of Companies
“AGM” means an annual meeting of the church
“EMG” means an extraordinary general meeting of the church
“Member” and “Membership” refer to membership of the church
“the Spiritual Leadership” means the body of persons recognised by the Church as having responsibility and authority within the Church for its spiritual leadership
“Beneficiaries” Means those persons who may benefit from the charitable activities of the Church
“Chair” means chair of the Trustees
“General Meeting” means an AGM or an EGM
and words importing one gender shall include all genders, and the singular includes the plural and vice versa.
Unless the context otherwise requires words or expressions contained in the articles have the same meaning as in the Companies Acts but excluding any statutory modification not in force when this constitution becomes binding on the church.
Apart from the exception mentioned in the previous paragraph a reference to an Act of Parliament includes any statutory modification or re-enactment of it for the time being in force.
Liability of members
3 (1) The liability of the members is limited.
(2) Every member of the church 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 church 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.
Objects
4 The church's objects ("Objects") are, for the benefit of the public, and are specifically restricted to the following:
4.1 to advance the Christian faith, in beliefs and lifestyle, in accordance with the sixty six books of the Holy Bible and the Church’s Statement of Beliefs in such ways and in such parts of the United Kingdom or the world as the Trustees from time to time may think fit;
POWERS
5 The church has power to do anything which is calculated to further its Objects or is conducive or incidental to doing so. In particular, the church has power:
5.1 to raise funds. In doing so, the church must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
5.2 to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
5.3 to sell, lease or otherwise dispose of all or any part of the property belonging to the church. In exercising this power, the church must comply as appropriate with sections 36 and 37 of the Charities Act 1993, as amended by the Charities Act 2006;
5.4 to borrow money and to charge the whole or any part of the property belonging to the church as security for repayment of the money borrowed or as security for a grant or the discharge of an obligation. The church 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;
5.5 to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
5.6 to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
5.7 to acquire, merge with or to enter into any partnership or joint venture arrangement with any other charity;
5.8 to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
5.9 to employ and remunerate such staff as are necessary for carrying out the work of the church. The church may employ or remunerate a director only to the extent it is permitted to do so by article 6.3 and provided it complies with the conditions in that article; .
5.10 to:
(a) deposit or invest funds;
(b) employ a professional fund-manager; and
( c) arrange for the investments or other property of the church 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;
5.11 to provide indemnity insurance for the trustees in accordance with, and subject to the conditions in, section 73F of the Charities Act 1993;
5.12 to payout of the funds of the church the costs of forming and registering the church both as a company and as a church;
5.13 to make grants or loans of money and to give guarantees;
5.14 to enter into contracts to provide services to or on behalf of other bodies;
6. BENEFITS TO MEMBERS AND TRUSTEES
6.1 The property and funds of the Church must be used only for promoting the Objects and do not belong to the Members but
(a) Members who are not trustees may be employed by or enter into contracts with the church and receive reasonable payment for goods or services supplied;
(b) Members (including trustees) may be paid interest at a reasonable rate on money lent to the Church;
(c) Members (including trustees) may be paid a reasonable rent or hiring fee for property let or hired to the Church; and
(d) Members may receive charitable benefits in their capacity as Beneficiaries.
6.2 A Trustee and any person connected to a Trustee (as defined in Article 6.8) must not receive from the Church any payment of money or other Material Benefit (whether directly or indirectly) except:-
(a) as mentioned in Articles 5.11 (indemnity insurance), 6.1(b) (interest), 6.1(c) (rent), 6.1(d) (charitable benefits), 6.3 and 6.4 (employment or engagement or fees);
(b) reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of the church;
(c) benefits received by the trustee as a member of the church congregation where such benefits are no different to those received by other members of the congregation
(d) in exceptional cases, other payments or benefits (but only with the prior written approval of the Commission).
6.3 The trustees may employ or engage under a contract for services such of their number or any person connected to a trustee (as defined in Article 6.8) as they may determine provided that:-
(a) the Trustees in each case are satisfied that it is in the interests of the Church to employ or engage under a contract for services the Trustee or connected person concerned;
(b) the Trustees are in each case satisfied that the terms of employment or engagement are reasonable in respect of the employment or of the services provided and are subject to regular and objective review; and
(c) the procedure set out in Article 6.7 is followed on each occasion.
6.4 Provided that no person is remunerated for services as a church trustee or trustee for a church. A Trustee or person connected to a trustee who possesses specialist skills or knowledge (or any firm or company of which such a trustee or connected person is a member, consultant, partner, officer, trustee or employee) may charge and be paid reasonable fees for goods or services supplied to the church on the instructions of the other trustees (but only if the procedure prescribed by article 5.7 is followed in selecting the trustee, firm or company and setting the amount of the fees) and provided that this provision may not apply to more than one-half of the trustees in any one financial year.
6.5 At no time may a majority of trustees benefit from payments made under Articles 6.3 and 6.4. For the purposes of this Article 6 a payment to a connected person as defined in 6.8 shall be considered to be a payment to the Trustee.
6.6 Subject to article 6.5, a person may be appointed as a trustee notwithstanding that he or she is employed or otherwise engaged by the church and receives remuneration in that capacity.
6.7 Whenever a trustee or a person connected with a trustee has a personal interest in a matter to be discussed at a meeting of the trustees or any committee the trustee or connected person must:
(a) declare an interest before discussion on the matter begins;
(b) withdraw from the meeting for that item unless expressly invited to remain in order to provide information;
(c) not be counted in the quorum during that part of the meeting; and
(d) withdraw during the vote and have no vote on the matter.
6.8 For the purpose of these articles a person is deemed connected with a trustee if that person is:-
(a) a child, parent, grandchild, grandparent, brother or sister of the trustee;
(b) the spouse or civil partner of the trustee or of any person falling within paragraph (a) above;
(c) a person carrying on business in partnership with the trustee or with any person falling within paragraph (a) or (b) above;
(d) an institution which is controlled -
(i) by the trustee or any connected person falling within paragraph (a), (b), or (c) above;
or
(ii) by two or more persons falling within subparagraph (i), when taken together have a substantial interest.
Paragraphs 2 to 4 of Schedule 5 to the Charities Act 1993 apply for the purposes of interpreting the terms used in this sub-clause.
6.9 At no time may a majority of trustees benefit from payments made under Articles 6.3 and 6.4. For the purposes of this article a payment to a connected person of a trustee shall be considered to be a payment to the trustee.
6.10 Subject to Article 6.5, a person may be appointed as a trustee notwithstanding that he or she is employed or otherwise engaged by the church and receives remuneration in that capacity.
6.11 Whenever a trustee or a person connected with a trustee has a personal interest in a matter to be discussed at a meeting of the trustees or any committee the trustee or connected person must:
(a) declare an interest before discussion on the matter begins;
(b) withdraw from the meeting for that item unless expressly invited to remain in order to provide information;
(c) not be counted in the quorum during that part of the meeting; and
(d) withdraw during the vote and have no vote on the matter.
(e) This Article 6.11 may not be amended without the prior written consent of the Commission.
7 MEMBERS
7.1 The subscribers to the memorandum are the first members of the church.
7.2 Membership is open to other individuals interested in promoting the Objects who:
(a) Subscribe and adheres in belief and lifestyle to the Statement of Beliefs
(b) apply to the church in the form required by the trustees;
and
(c) are approved by the trustees
7.3 Membership is not transferable.
7.4 The trustees must keep a register of names and addresses of the members.
7.5 Subject to the time required to register with Companies House, the number of Members must always be the same as the number of Trustees.
8 Termination of membership
Membership is terminated if:
8.1 the member dies;
8.2 the member resigns by written notice to the church unless, after the resignation, there would be less than two members;
8.3 ceases, in the reasonable opinion of the Trustees, to subscribe or adhere to the Objects and/or the Churches belief and lifestyle, and/or the Statement of Beliefs and the Trustees resolve by at least a two-thirds majority of those present and voting that he/she should be removed from Membership;
9 GENERAL MEETINGS
9.1 The church must hold its first annual general meeting within eighteen months after the date of its incorporation.
9.2 An annual general meeting must be held in each subsequent calender year to which all Members are entitled to attend.
9.3 The trustees may call a general meeting at any time.
9.4 At an AGM the Members:
(a) receive the accounts of the church for the previous financial year;
(b) receive the trustees’ report on the church’s activities during the preceding 12 months period;
(c) appoint auditors for the church (if necessary);
and
(d) discuss and determine any issues of policy or deal with any other business put before them.
9.5 General Meetings must be called on at least 14 Clear Days’ written or electronic notice specifying the business to be discussed. Notices must be served upon each Member, Trustee and the Church’s auditors, (if any).
9.6 There is a quorum at a General Meeting if the number of Members present in person or by proxy is at least two or two-thirds of the Members if greater. No business may be transacted unless a quorum is present.
9.7 The Chair or (if the Chair is unable or unwilling to do so) some other Member elected by those present presides at a General Meeting.
9.8 Except where otherwise provided by the Companies Act or the Articles, every issue is decided by a majority of the votes cast.
9.9 Every Member present in person or by proxy has one vote on each issue.
9.10 The form that proxies must take is to be set out in the church’s Hand-Book of Procedures and made available to all members.
9.11 A written resolution approved by the required majority of eligible Members (provided that those Members would constitute a quorum at a General Meeting) is as valid as a resolution actually passed at a General Meeting (and for this purpose the written resolution may be set out in more than one document and will be treated as passed on the date on which approval by the required majority of eligible members is achieved). If the required majority is not achieved within 28 days of the resolution being circulated then the resolution shall have failed.
9.12 Any General Meeting which is not an AGM is an EGM.
9.13 An EGM may be called at any time by the Trustees and must be called within 28 days on a written request from at least ten percent of the Members.
10 THE TRUSTEES
10.1 The Trustees are responsible for the management and administration of the Church’s property and funds in accordance with the articles.
10.2 The minimum number of Trustees is two individuals but there is no maximum.
(a) All trustees must subscribe and adhere to the church’s belief and lifestyle, including the Statement of Beliefs.
(b) All future trustees are to be appointed by a resolution of the trustees, and in accordance with the Church’s Hand-Book of Procedures, and an appointment will become effective when the new Trustee completes the necessary Companies House paperwork and thereby consents to hold office.
(c) A Trustee is to continue in office until his or her term of office is terminated in accordance with Article 10.3.
10.3 A Trustee ceases to be a Trustee if he or she:
(a) is disqualified by virtue of any provision in the Companies Act or is prohibited by law from being a Trustee;
(b) is disqualified under the Charities Act 1993 as amended from acting as a church trustee;
(c) is incapable, whether mentally or physically, of managing his or her own affairs;
(d) is absent from four consecutive meetings of the trustees and a two-thirds majority of the Trustees resolve that he or she be removed;
(e) resigns by written notice to the trustees (but only if at least two trustees will remain in office);
(f) is removed for good and sufficient reason by a resolution passed by at least two-thirds of the other trustees after inviting the views of the trustee concerned and considering the matter in the light of any such views including (without limitation) if he or she ceases in the reasonable opinion of the other trustees to subscribe and adhere to, the objects and belief and lifestyle, including the Statement of Beliefs
10.4 A retiring trustee is entitled to an indemnity from the church at the expense of the church in respect of any liabilities properly incurred during his or her trusteeship.
10.5 A technical defect in the appointment of a trustee of which the trustees are unaware at the time does not invalidate decisions taken by the trustees.
10.6 The first Spiritual Leadership shall comprise each of the subscribers listed in the memorandum and the Spiritual Leadership shall appoint successors and such other person(s) as they think fit, provided there is a 2/3rds vote in favour of such person(s).
10.7 Spiritual Leaders may be removed from being Spiritual Leaders on a 2/3rds majority vote of the other Spiritual Leaders after first giving opportunity to the person(s) concerned to state their case. The procedure to be followed is to be set out in the church’s Hand Book of Procedures.
10.8 The spiritual leadership of the Church shall rest with the Spiritual Leadership. If there are trustees who are not members of the Spiritual Leadership then their role shall be confined to the management and administration of the Church in accordance with the provisions of the articles and of the general law.
10.9 The Trustees of the Church shall fulfil their legal duties having due regard to the spiritual direction of the Church as set from time to time by the Spiritual Leadership acting always in accordance with the requirements of the Articles and the general law.
11 DUTY OF CARE AND EXTENT OF LIABILITY
11.1 When exercising any power (whether given to them by the articles or by statute or by any rule of law) in administering or managing the church each of the trustees must use the level of care and skill that is reasonable in the circumstances, taking into account any special knowledge or experience that he or she has or claims to have (“the duty of care”). No trustee and no-one exercising powers or responsibilities that have been delegated by the trustees shall be liable for any act or failure to act unless, in acting or failing to act, he or she has failed to discharge the duty of care.
11.2 Additionally the trustees must ensure:
(a) profits (if any) or other income are to be spent in promoting the church’s object(s);
(b) no dividend are to be paid to members
(c) if the church is wound up, all the assets must be treated as in article 17
12 PROCEEDING OF TRUSTEES
12.1 The trustees must hold at least 4 meetings each Year.
12.2 A quorum at a meeting of the trustees is 2 or one-half of the Trustees for the time being, whichever is the greater number.
12.3 A meeting of the trustees may be held either in person or by suitable electronic means agreed by the trustees in which all participants may communicate with all the other participants.
12.4 The Chair or (if the Chair is unable or unwilling to do so) some other trustee chosen by the trustees present presides at each meeting.
12.5 Except where otherwise provided in the articles, every issue may be determined by a simple majority of the votes cast at a meeting. A written resolution approved by a majority of the trustees (provided that they would represent a quorum at a trustees’ meeting) is as valid as a resolution passed at a trustees’ meeting (and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date at which approval by a majority of trustees is achieved).
12.6 Except for the chair of the meeting, who in the case of an equality of votes, has a second or casting vote, every trustee has one vote on each issue.
12.7 A procedural defect of which the trustees are unaware at the time does not invalidate decisions taken at a meeting.
13 POWERS OF TRUSTEES
The trustees have the following powers in the administration of the Church:
13.1 to appoint (and remove) any member (who may be a trustee) to act as Secretary to the Church;
13.2 to appoint a Chair, Treasurer and other honorary officers;
13.3 to delegate any of their functions to committees consisting of two or more individuals appointed by them (provided that all proceedings of committees must be reported promptly to the trustees);
13.4 to make standing orders (consistent with the articles and the Companies Act) to govern proceedings at General Meetings;
13.5 to make rules (consistent with the articles and the Companies act) to govern proceedings at their meetings and at meetings of committees;
13.6 to establish procedures to assist the resolution of disputes within the church; and
13.7 to exercise any powers of the church which are not reserved to a General Meeting.
14 RECORDINGS AND ACCOUNTS
14.1 The trustees must comply with the requirements of the Act and of the Charities Act 1993 as amended as to keeping financial records, the audit of accounts and the preparation and transmission to Companies House and the Commission of:
(a) annual reports;
(b) annual returns;
(c) annual statements of account.; and
(d) confirmation of changes to the trustees and of any details about the Church recorded in the Central Register of Charities.
14.2 The trustees must maintain proper records of:
(a) all proceedings at General Meetings;
(b) all proceedings at meetings of the trustees;
(c) all reports of committees; and
(d) all professional advice obtained.
14.3 Financial records, annual reports and statements of account relating to the Church for at least the previous six years must be available for inspection by any trustee.
14.4 A copy of the latest available statement of account must be supplied to any person who makes a written request and pays the Church’s reasonable costs, as required by the Charities Act 1993 (as amended).
15 NOTICES
15.1 Notices under these articles may be given in writing or by electronic means and may be delivered by hand, by post or by suitable electronic means.
15.2 The only address at which a Member is entitled to receive notices is the address shown in the register of Members.
15.3 Any notice given in accordance with these articles is to be treated for all purposes as having been received:-
(a) 24 hours after being sent by electronic means or delivered by hand to the relevant address;
(b) two clear days after being sent by first class post to that address;
(c) three clear days after being sent by second class or overseas post to that address;
(d) on being handed to the Member personally; or
(e) as soon as the Member acknowledges actual receipt.
15.4 A technical defect in the giving of notice of which the trustees are unaware at the time does not invalidate decisions taken at a meeting.
16 AMENDMENTS
These articles may be amended by a resolution passed by three-quarters of the trustees but no amendment is valid if it would destroy the charitable status of the Church or if it has not been confirmed by a resolution passed by a simple majority of the Spiritual Leadership. No amendment may be made to clauses 4.1, 6.3, 6.4, 6.5, 6.2, 6.7, 16, or 17 without the prior written consent of the Commission.
17 DISSOLUTION
17.1 If the Members resolve by a three-quarters majority that the Church be dissolved and such resolution is confirmed by a resolution passed by the Spiritual Leadership then the assets (if any) remaining after provision has been made for all the Church’s liabilities must be applied in one or more of the following ways:
(a) by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects;
(b) directly for the Objects or charitable purposes within or similar to the Objects; and
(c) in such other manner consistent with charitable status as the Commission approve in writing in advance.
17.2 A final report and statement of account must be sent to the Commission.
International Christian Fellowship
