THE COMPANIES ACTS 1985 to 1989

_______________________________________

COMPANY LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

_______________________________________

 MEMORANDUM OF ASSOCIATION

 - of -

HEADLEY CRICKET CLUB LIMITED

 ___________________________________________

Incorporated                                           2009

____________________________________________

1.        The name of the Company (hereinafter called "the Club") is "Headley Cricket Club Limited".  Unless stated to the contrary within this document words and expressions used shall have the same meaning as set out in the Articles of Association of the Club.

2.         The registered office of the Club will be situated in England.

3.         The objects for which the Club is established are:

 (i)        to acquire and undertake all properties and liabilities and to carry out the powers, obligations, duties and general objects of the present unincorporated association known as Headley Cricket Club and to indemnify Headley Cricket Club, its Officers, Members, and Members of any of its sub-committees against all costs, claims, demands, actions and proceedings relating to the assets and undertaking of Headley Cricket Club and in respect of all liabilities, obligations and commitments (whether legally binding or not) of Headley Cricket Club  and also in respect of the costs and expenses and outgoings from or attributable to the transfer of assets, liabilities and undertaking;

(ii)        principally to provide facilities for cricket and generally to promote, encourage and facilitate the playing of cricket in the area of Headley, in the county of Surrey and its environs and amongst the community;

(iii)               to provide and maintain Club premises at Headley and club-owned cricket equipment for the use of its Members (without discrimination);  

            (iv)       to provide other ordinary benefits of a Community Amateur Sports Club including without limitation provision of suitability qualified coaches, coaching courses, insurance, medical treatment, post-match refreshments;

            (v)      to sell or supply food and/or drink and provide other activities as a social adjunct to the sporting purposes of the Club

(vi)      to obtain funding for the activities of the Club by collecting entrance fees, membership subscriptions, and match fees, by obtaining sponsorship and other funding;

            (vii)     to promote amateur cricket within the Club and the local area;

(viii)     to affiliate to the appropriate cricket authorities;

(ix)       to comply with and uphold the rules and regulations of the appropriate Constituent Body;

(x)        to acquire, establish, own, operate and turn to account in any way for the Member’s benefit the cricket facilities of the Club together with buildings and easements, fixtures and fittings and accessories as shall be thought advisable;

(xi)       to make rules, regulations, bye-laws and standing orders concerning the operation of the Club including without limitation regulations concerning disciplinary procedures that may be taken against the Members;           

(xii)      to discipline the Members where permitted by its Rules and to refer its Members to be disciplined by the appropriate Constituent Body (as appropriate) where so required by the rules and regulations of the Constituent Body;

(xiii)      to undertake and execute charitable trusts relating to the activities of the Club;                       

(xiv)     to make donations or offer support to cricket clubs which are charities or Community Amateur Sports Clubs; and

(xv)      to do all such other things as shall be thought fit to further the interests of the Club or to be incidental or conducive to the attainment of all or any of the objects stated in this Clause 3. 

In furtherance of the above objects (but not further or otherwise) the Club shall have the following powers:

(i)         to purchase, take on, lease, or exchange, hire or otherwise acquire real or personal property and rights or privileges anywhere in the world, and to construct, maintain and alter buildings or erections;                  

(ii)        to sell, manage, let or mortgage, dispose of or turn to account all or any of the property or assets of the Club subject to such consents as may be required by law;

(ii)        to execute and do all such other instruments, acts and things as may be requisite for the efficient management, development and administration of the said property;

(iv)       to borrow or raise money for the objects of the Club on such terms and on such security as may be thought fit subject to such consents as may be required by law;                  

(v)        to take and accept any gift of money, property or other assets whether subject to any special trust or not for the objects of the Club;

(vi)       to print and publish any newspapers, periodicals, books, articles or leaflets;                  

(vii)      to raise funds and organise appeals and invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise;

(viii)     to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts;                  

(ix)       to invest moneys of the Club not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided;

(x)        to make any donations in cash or assets or establish or support or aid in the establishment or support of or constitute or lend money (with or without security) to or for any charities or other clubs registered as Community Amateur Sports Clubs which are for the benefit of the Club or any part thereof;                  

(xi)       to amalgamate with any companies, institutions, societies or associations which shall have objects altogether or mainly similar to those of the Club or which are for the benefit of the Club or any part thereof and prohibit payment of any dividend or profit to and the distribution of any of their assets amongst their Members at least to the same extent as such payments or distributions are prohibited by this Memorandum of Association;

(xii)      to pay out of funds of the Club the costs, charges and expenses of and incidental to the formation and registration of the Club; and                       

(xii)      to do all such other lawful things as will further the attainment of the objects of the Club or any of them.

4.         The income and property of the Club shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly, overtly or covertly by way of distribution, bonus or otherwise by way of profit to the Members of the Club or third parties.

            No Member shall be paid a salary, bonus fee or other remuneration for playing for the Club.      

            Nothing herein shall prevent any payment in good faith by the Club:

            (a)       of interest on money lent by a Member of the Club or its Directors at a commercial rate of interest;                       

            (b)      to any Director, committee or sub-committee Member of reasonable and proper out-of-pocket expenses;

            (c)       of reasonable and proper rent for premises demised or let by any Member of the Club or by any Director; or                      

            (d)       of any premium in respect of the purchase and maintenance of indemnity insurance in respect of liability for any act or default of the Directors (or any of them) in relation to the Club.

5.         The liability of the Members is limited.           

6.         Every Member of the Club undertakes to contribute to the assets of the Club, in the event of the same being wound up while he is a Member, or within one year after he ceases to be a Member, for payment of the debts and liabilities of the Club contracted before 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, such amount as may be required not exceeding £1 (One pound).

7.         If upon the winding up or dissolution of the Club there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall be paid to or distributed to another registered Community Amateur Sports Club for cricket, to the appropriate constituent body for use in community related cricket initiatives, or to a charitable organisation.            

We, the several persons whose names and addresses are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association

Witness to the above signatures: