Memorandum of Association of


(Adopted on 11th October 2007 by the persons named below and amended by the company in general meeting on 30th May 2011 and as filed at Companies House on 30th January 2012).

  1. The company’s name is: THE RINGING FOUNDATION LTD (and in this document it is called the Charity).

  2. The Charity’s registered office is to be situated in England.

  3. The Charity’s objects (the Objects) are:

    To advance education and training in bell ringing particularly but not exclusively by providing workshops and courses on bell ringing and supporting bell ringing projects as a way of supporting the development of the skills, practice and art of change ringing on tower and handbells and raising public awareness of all aspects of bells and bellringing.

  4. (1) In addition to any other powers it may have, the Charity has the following powers in order to further the Objects (but not for any other purpose):

    (2) The liabilities referred to in sub-clause (1)(k) are:

    (3) (a) The following liabilities are excluded from sub-clause (2)(a):

  5. (1) The income and property of the Charity shall be applied solely towards the promotion of the Objects.

    (2) (a) A Director is entitled to be reimbursed from the property of the Charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Charity.

    (3) None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Charity. This does not prevent a member who is not also a Director receiving:

    (4) No Director may:

    (5) (a) (i) A Director may receive a benefit from the Charity in the capacity of a beneficiary of the Charity.

    (6) (a) The Charity and its Directors may only rely upon the authority provided by sub-clause 5(5) if each of the following conditions is satisfied:

    (7) (6) In sub-clauses (2) to (5) of this clause 5

    (7) If a conflict of interests arises for a Director because of a duty of loyalty owed to another organisation or person and the conflict is not authorised by virtue of any other provision in this memorandum or the articles, the unconflicted Directors may authorise such a conflict of interests where the following conditions apply.

    • (a) the conflicted Director is absent from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person.

      (b) the conflicted Director does not vote on any such matter and is not to be counted when considering whether a quorum of Directors is present at the meeting.

      (c) the unconflicted Directors consider it is in the interests of the Charity to authorise the conflict of interest in the circumstances applying.

  6. The liability of the members is limited.

  7. Every member 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 Charity 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.

  8. (1) The members of the Charity may at any time before, and in expectation of, its dissolution resolve that any net assets of the Charity after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the Charity be applied or transferred in any of the following ways:

    (2) Subject to any such resolution of the members of the Charity, the Directors of the charity may at any time before and in expectation of its dissolution resolve that any net assets of the Charity after all its debts and liabilities have been paid, or provision made for them, shall on dissolution of the Charity be applied or transferred:

    (3) In no circumstances shall the net assets of the charity be paid to or distributed among the members of the Charity (except to a member that is itself a charity) and if no such resolution is passed by the members or the Directors the net assets of the Charity shall be applied for charitable purposes as directed by the court or the Commission.

We, the persons whose names and addresses are written below, wish to be formed into a company under this memorandum of association.

(The person whose signatures, names and addresses are written at the end of the Memorandum will be the first members of the Company.)

Signatures, Names and Addresses of Subscribers

UK Incorporations Ltd
11 Church Road
Great Bookham
KT23 3PB

Dated: 11th day of October 2007

Witness to the above Signatures:

Name: Maureen Caveley

Address: UK Data Ltd
11 Church Road
Great Bookham
KT23 3PB

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