COMPANIES ACTS 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF LANGDALE AMBLESIDE MOUNTAIN RESCUE TEAM

ADOPTED FEBRUARY 2000
REVISED MARCH 2014

1.    NAME

The name of the Company is Langdale Ambleside Mountain Rescue Team (“the Charity”).

2.    REGISTERED OFFICE

The registered office of the Charity is in England and Wales.

3.    OBJECTS

3.1    The main object of the Charity shall be for the public benefit, to relieve suffering and the distress arising therefrom, among persons and animals endangered by accident, illness or natural hazards in Great Britain and primarily within the area of the Lake District.

3.2    In furtherance of the above but not otherwise, the Charity shall have power:

3.2.1    to provide adequate arrangements for the secure and efficient search and rescue of any person, persons or animals so endangered.

3.2.2    to raise funds:

3.2.2.1    to equip and maintain a rescue team to go out in all weathers, and at all times of day or night;

3.2.2.2.    for the purchase of clothing and equipment for use by Charity personnel on rescues and training exercises, in order that their own health and safety shall not be at risk through inadequate provision;

3.2.2.3    to organise insurance cover and benefits for Charity members which covers them while performing Charity duties;

3.2.2.4    to provide a headquarters from which to operate.

3.2.3    to organise training for Charity members and probationary members in order that they may fulfil the above main object efficiently.

3.2.4    to co-operate with and support other organisations with similar interests which may further the ability of the Charity to attain with its main object.

3.2.5    To establish or support any Charitable Trust, associations or institutions formed for all or any of the objects (“the Objects”).

4.    POWERS

The Charity has the following powers, which may be exercised only in promoting the Objects:

4.1    to promote or carry out research

4.2    to provide advice.

4.3    to publish or distribute information.

4.4    to cooperate with other bodies.

4.5    to support, administer or set up other charities.

4.6    to raise funds (but not by means of taxable trading).

4.7    to borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act 1993).

4.8    to acquire or hire property of any kind.

4.9    to let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act 1993).

4.10    to make grants or loans of money and to give guarantees.

4.11    to set aside funds for special purposes, including such benevolent funds as exist for the purposes of providing compensation to members who suffer financial hardship in consequence of injury or other adversity that may directly result from furthering the Charity’s main object, or as reserves against future expenditure.

4.12    to deposit or invest funds in any manner (but to invest only after obtaining advice from a financial expert and having regard to the suitability of investments and the need for diversification).

4.13    to delegate the management of investments to a financial expert, but only on terms that:

4.13.1    the investment policy is set down in writing for the financial expert by the Trustees.

4.13.2    every transaction is reported promptly to the Trustees.

4.13.3    the performance of the investments is reviewed regularly with the Trustees.

4.13.4    the Trustees are entitled to cancel the delegation arrangement at any time.

4.13.5    the investment policy and the delegation arrangement are reviewed at least once a year.

4.13.6    all payments due to the financial expert are on a scale or at a level which is agreed in advance  and are notified promptly to the Trustees on receipt.

4.13.7    the financial expert must not do anything outside the powers of the Trustees.

4.14    to arrange for investments or other property of the Charity to be held in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Trustees or a financial expert acting under their instruction and to pay any reasonable fee required.

4.15    to insure the property of the Charity against any foreseeable risk and take out other insurance policies to protect the Charity when required.

4.16    to insure the Trustees against the costs of a successful defence to a criminal prosecution brought against them as charity trustees or against personal liability incurred in respect of any act or omission which is or alleged to be a breach of trust or breach of duty, unless the Trustee concerned knew that, or was reckless whether, the act of omission was a breach of trust or breach of duty.

4.17    subject to clause 5, to employ paid or unpaid agents, staff or advisers.

4.18    to enter into contracts to provide services to or on behalf of other bodies.

4.19    to establish subsidiary companies to assist or act as agents of the Charity.

4.20    to pay the costs of forming the Charity.

4.21    to do anything else within the law which promotes or helps to promote the Objects.

5.    BENEFITS TO MEMBERS AND TRUSTEES.

5.1    The property and funds of the Charity must be used only for promoting the Objects and do not belong to the members of the Charity but

5.1.1    members who are not Trustees may be employed by or enter into contracts with the Charity and receive reasonable payment for goods or services supplied.

5.1.2    members (including Trustees) may be paid interest at a reasonable rate on money lent to the Charity.

5.1.3    members (including Trustees) may be paid a reasonable rent or hiring fee for property let or hired to the Charity.

5.2    A Trustee must not receive any payment or other material benefit (whether directly or indirectly) from the Charity except

5.2.1    as mentioned in clause 4.16, 5.1.2, 5.1.3 or 5.3.

5.2.2    reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in running the Charity.

5.2.3    an indemnity in respect of liabilities properly incurred in running the Charity (including the costs of a successful defence to criminal proceedings).

5.2.5    payment to any company in which a Trustee has no more than a one per cent shareholding.

5.2.5    in exceptional cases, other payments or benefits (but only with the written approval of the Commission in advance).

5.3    Any Trustee (or any firm or company of which a Trustee is a member or employee) may enter into a contract with the Charity to supply goods or services in return for a payment or other material benefit but only if 

5.3.1    the goods or services are actually required by the Charity.

5.3.2    the nature and level of the remuneration is no more than is reasonable in relation to the value of the goods or services and is set in accordance with the procedure in clause 5.4.

5.3.3    no more than half of the Trustees are subject to such a contract in any financial year.

5.4    Whenever a Trustee has a personal interest in a matter to be discussed at a meeting of the Trustees or a committee the Trustee concerned must 

5.4.1    declare an interest at or before discussion begins on the matter;

5.4.2    withdraw from the meeting for that item unless expressly invited to remain in order to provide information;

5.4.3    not be counted in the quorum for that part of the meeting;

5.4.4    withdraw during the vote and have no vote on the matter.

5.5    This clause may not be amended without the prior written consent of the Commission.

6.    LIMITED LIABILITY

The liability of members is limited.

7.    GUARANTEE

Every member promises, if the Charity is dissolved while he, she or it remains a member or within twelve months afterwards, to pay up to £1 towards the cost of dissolution and the liability incurred by the Charity while the contributor was a member.

8.    DISSOLUTION

8.1    If the Charity is dissolved the assets (if any) remaining after provision has been made for all its liabilities must be applied in one or more of the following ways:

8.1.1    by transfer to one or more bodies established for exclusively charitable purposes within, the same as or similar to the Objects.

8.1.2    directly for the Objects or charitable purposes within or similar to the Objects.

8.1.3    in such other manner consistent with charitable status as the Commission approve in writing in advance.

8.2    A final report and statement of account must be sent to the Commission.

9.    INTERPRETATION

9.1    Words and expressions defined in the Articles have the same meanings in this Memorandum.

9.2    References to an Act of Parliament are references to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.