The Nidderdale Plus Partnership

Memorandum and Articles

of Association

Company number 5331403

Companies Acts 1985 & 1989

A company limited by guarantee

The Companies Acts 1885 and 1989

Company limited by guarantee and not having a share capital

MEMORANDUM of Association

of

The Nidderdale Plus Partnership

1.       NAME

The name of the company is The Nidderdale Plus Partnership (the Company).

2.       REGISTERED OFFICE

The registered office of the Company is situated in England.

3.       OBJECTS

The objects of the Company are:-

3.1 To benefit the communities of Nidderdale and Mashamshire, comprising the wards of Mashamshire, Kirby Malzeard, Pateley Bridge, Nidd Valley, Lower Nidderdale, Killinghall, Wharfedale Moor (the boundaries of which are shown of the attached map) by encouraging and assisting with the development and implementation of policies and activities which promote the economic, social and cultural well-being and sustainability of the area.

3.2   To encourage, foster and participate in partnerships and associations of local organisations, statutory bodies, commercial organisations and associations, voluntary groups and individuals in order to stimulate involvement in local action, in order to share resources, and  in order to engender a culture of co-operative working.

3.3   To work in partnership with statutory bodies, local regional, national and international agencies,  commercial organisations and associations, voluntary groups and individuals in order to encourage inward investment for the area.

4.       POWERS

In furtherance of the Objects, but not otherwise, the Company shall have the following powers:-

4.1         To carry out the Objects as principal, agent, contractor or in any other capacity and/or through an agent or contractor and either alone or in conjunction with others

4.2         To provide information, advice, consultancy, training, tuition, expertise and assistance in furtherance of the Objects

4.3         To establish, develop and manage sites, facilities and centres relating to the Objects

4.4         To borrow money and give security for loans

4.5         To acquire or hire property of any kind

4.6         To let or dispose of property of any kind

4.7         To raise funds by way of grants, subscriptions, loans, donations or otherwise from any individual or organisation, but with the ability to decline any gift or legacy in whole or in part where the Company thinks fit

4.8         To set aside funds for special purposes or as reserves against future expenditure

4.9         To deposit or invest funds in any manner which the Directors consider appropriate (but to invest only after obtaining advice from an independent financial advisor and having regard to the suitability of investments)

4.10      To sell or otherwise dispose the whole or part of the business of the Company

4.11      To employ paid or unpaid agents, staff or advisors

4.12      To  acquire goods and services necessary for the operation of the Company and to make payment for such goods and services.

4.13      To enter into any arrangement with any government agency or statutory body which is deemed to be conducive to the Objects of the Company

4.14      To enter into contracts to provide services to or on behalf of other bodies

4.15      To establish/acquire and operate subsidiary companies or organisations to assist or act as agents for the company, whether trading or otherwise

4.16      To support and subscribe to any public or charitable institution, society, or other organisation which is to the benefit of the Company and its staff, or which is connected with any area where the Company operates its business

4.17      To effect insurance against risks of all kind

4.18      To pay the costs of forming the Company

4.19      To do anything else within the law which promotes the Objects.

5                     BENEFITS TO MEMBERS AND directors

5.1   The property and funds of the Company must be used only for promoting the Objects, and do not belong to the members of the Company. No part of the income of the Company shall be paid either directly or indirectly to members either as dividends or bonus.

5.2    Members may:-

5.2.1          be employed by or enter into contracts with the Company and receive reasonable payment of goods or services supplied

5.2.2          be paid interest at a rate not exceeding the commercial rate on money lent by them to the Company

5.2.3          be paid rent at a rate not exceeding the open market rent for premises let by them to the Company

5.2.4          purchase assets offered for sale by the Company, provided such a purchase is at or above market value

5.2.5          be paid expenses for services carried out on behalf of the Company

5.3   Directors must not:-

5.3.1          be appointed to any office within the Company for which a salary is payable.

5.3.2    receive any payment of money or other material benefit other than:-

i)        payment for services or goods supplied in relation to a contract

ii)       re-imbursement in respect of reasonable out-of-pocket expenses actually incurred in furthering the Companys Objects

iii)     any indemnity in respect of any liabilities properly incurred in running the Company

5.3.2          if providing goods or services to the Company (or if a member or employee of a firm or organisation providing goods or services) participate in any meeting concerning contractual and tendering arrangements for such goods and services.

6                     LIMITED LIABILITY

The liability of members is limited.

7                     GUARANTEE

Every member of the Company undertakes, if the company is dissolved while he/she/it remains a member or within 12 months afterwards, to contribute up to £1 towards the costs of dissolution and any liabilities incurred by the Company while the contributor was a member.

8                     DISSOLUTION

If the Company is dissolved, any assets remaining after provision has been made for all liabilities must be disposed of by transfer to one or more other bodies having similar Objects and with similar prohibitions on the distribution of income and property to members.

We, the Subscribers, wish to be formed into a Company under this Memorandum of Association

The Companies Acts 1885 and 1989

Company limited by guarantee

aRTICLES of Association

of

The Nidderdale Plus Partnership

1.