Constitution

 

MEMORIAL AT PENINSULA LIMITED CONSTITUTION

Company.

Memorial at Peninsula is a limited company limited by guarantee.

The company is registered at Companies House, and registered in both England and Wales.

The company was self-funded initially from incorporation but relies heavily on donation, which lend to the projects of involvement.

The company has a registered address in Nottingham.

 12 Ryemere close Eastwood Nottingham NG16 3PP.

The name of the company is originated from the company’s first project, which pertains to a memorial at Peninsula Barracks, Winchester Hampshire England.

Memorial at Peninsula Limited will on occasion be referred to as M.A.P

M. Memorial

A. At

P. Peninsula.

All documentation pertaining to the website, the social media page and projects are bound by copyright. Responsibility for this is undertaken and deemed necessary due to its contents by the Directors of the company named Memorial at Peninsula limited, any infringement of copy right will incur legal action as the Directors seem fit. Use of any of the website material must be granted by the Directors, the misuse of any website content shall result in penalties under copyright. Permission for use of materials from the website or social media page or any documentation pertaining to the company or any of the projects managed and curated by the Directors of the aforementioned company will be secured in writing from the board of Directors of Memorial at Peninsula limited thus to remove any ambiguity.

All activities must respect the security and privacy of the individual, company or organisation, and will not interfere with private and family life or enjoyment to their freedom. All contracts will be treated as confidential no disclosure by any contractor or Director to any individual other than those who are under contract or bound by the company articles will be tolerated. Disclosure may only take effect with prior consent of all parties and will only be allowed with permission from the company Directors, or Beneficiaries or Executives herein. Any other disclosure will not be accepted and as such could result in civil action or severing of all contractual agreement, this action would in its event be decided by the Directors.

DIRECTORSHIP;

Memorial at Peninsula is governed by Directors all having equal Directorship, all who are Volunteers and all who have specific remit within the company. In the event of a dissolving of the company all assests of the company shall remain the property of the Directors, on dissolving the company shall pay any money owed to its Benefactors, the remaining  money shall be divided between Directors, in the event of there being only one surviving Director money will go to the Director, in the event of surviving children of any age they shall be treated as one and will share dividends equally between surviving Director and other interested party by way of a dependant, as an equal share.

Directorship can be offered to individuals only with full consent of all board members, all Directors must by virtue have served in or closely be connected to those that have served in the armed forces those with military connection this includes Spouses, Widows and dependents and family members of ex service personnel and serving personnel.

Two of the Directors of Memorial at Peninsula have close ties to the city of Winchester and Peninsula barracks.

Those invited as Directors will be accepted after vetting procedures have finalized, those becoming Directors will be functional on an equitable basis, and this basis is as a Director and not as a military rank. Those who are directors of the said company do so without privilege of rank structure which has been achieved through warrant of our Sovereign, whilst in service, although the Directors of Memorial at Peninsula are respectful and mindful of rank it will have no bearing on Memorial at Peninsula limited..

No rank can be exercised above any other Director, Director means Director.

Directorship duties and responsibilities will be decided and promoted in line with project and projects suitability; this will be awarded annually and must be agreed upon.

Full disclosure of all Directorships shall be deemed in order to pursue any Directorship role within the company Memorial at Peninsula.

Directors will be volunteers; no Director will be employed by the company unless the company changes its status from nonprofit to for profit organisation/company.

However it may become necessary through growth of activities to employ a person or persons in order to forge a professional expert, thus cementing an agreement /employment between the individual and the company, in the event of this happening a recognisable working contract would be formed. Thus lending to legislation within the restraints of a not for profit organisation,  N.P.O this would be a token fee in order to comply with legislation and good practice between the Executive and the Organisation.

company operations;

Any persons engaging in Memorial at Peninsula who are not Directors must be invited to do so, this invitation is proposed and seconded before carried forward , and the individual or group will not be deemed as a Director or Directors and will have no Directorship responsibilities or powers

Although the company name refers to a memorial at Peninsula, the activities of the company are not restricted to Peninsula Barracks or in deed one particular regiment.

The company has an interest in all things of military, historical importance and will act accordingly to the benefit of groups, projects and communities that require assistance, in fund raising or promotion of military/community projects and in so doing pertaining to the military tie or history of the county of Hampshire.

No promotion will be engaged in with regiments that are serving unless by prior permission of the ministry of defense or said regiment, saving advertisement of the said regiment at an activity organised by memorial at peninsula team, and with full cooperation of the said regiment for which the project has ties..

The company will assist others to promote their business or individual professional status or projects by offering space on the memorial at peninsula website, each project will be scrutinised and each will be considered on merit and content .The advertising will be to highlight and provide awareness of said project or individual or County.

The company will where its Directors see fit engage in activities which have close community and military ties.

Company Directors can individually or jointly join other associations, organisations, befriend charities or be engaged in activities which pertain to various trusts.

Company Directors can at the discretion of the board of Directors become involved as Ambassadors, Patrons of other organisations which would lend to Memorial at Peninsula activities and common interest projects, whilst promoting the organisation of which they hold Patron ship or Ambassadorship.

Memorial at Peninsula can engage in social networking sites pertaining to company activities or affiliations but only with full consent of all Directors.

Memorial at Peninsula, may be involved in the arts, renovation, preservation, self-promotion, promotion of others, advising, and fund raising for the good of any directly involved project, or indeed county of said project, which has military history involvement or charitable involvement with casualties of war or the provision for spouses widows or dependents and families of ex-service personnel or service personnel. All of above within company restraints and without favouritism but on merit.

Memorial at peninsula will offer support services to all, In so doing help orchestrate and enable facilitation to all, as events or individuals requiring assistance.

The definition of directly involved project is a project of which memorial at peninsula is involved through initial curation or one which they have offered support or been invited to join or one which lends to the military historical worth of the company, for example the history on the official website.

The company reserves the right from time to time to charge others for services under contract by way of bi-lateral agreement, all monies received will be given to any ongoing project that the company has involvement in, again this sharing or direct donation to project or projects, that memorial at peninsula is involved is at the discretion of memorial at peninsula board of Directors.

Memorial at Peninsula shall hold money in a bank account for the purpose of administration and upkeep of projects and the website and bringing forward individual projects of self-cu ration or involvement. In line with government legislation any surplus monies will be reinvested for the procurement and preservation of the company or organisation and its future plans and projects ongoing.

No money will be paid to the Directors saving only an amount for expenditures which shall be at the discretion of the board. In the event of this all invoices for expenditure must be produced before reimbursement.

All expenditure must be kept to a minimum. There will be in place a capping on individual expenditure reimbursement; this will be decided and reviewable annually.

Memorial at Peninsula will file all documents annually which are deemed in order to stay incorporated and within the law of England and Wales as pursuant to companies house.

All ventures and projects which have involvement of the company must be considered by all Directors and as such be agreed upon by all before any involvement or curation, to do so without agreement of all those holding Directorship will lend to severing of the individuals Directors ship.

No involvement or design making will be considered or tolerated by anyone as an individual or group or organisation / association into any activity pertaining to the company memorial at peninsula, unless agreed by the full board of Directors this would be by invitation only, decisions would always be under taken by Directors of the company Memorial at Peninsula.

M.A.P will operate an equal opportunities practice and will not be discrimative of any groups or individual through race, creed, nationality, sexual orientation, disability or age.

Memorial at peninsula will offer for donation goods for purchase in order to fund raise as a not for profit organisations.

Memorial at Peninsula will be in receipt of all licenses which enable collection of monies in a public place in the event of public fund raising by way of street collection.

Memorial at peninsula will be in receipt of all insurances deemed necessary in the event of a public event organised by them or in which they have involvement.

Any Director engaging in any activity which could be seen as a direct disadvantage to memorial at peninsula must disclose their activities to the board of Directors of memorial at peninsula, in so doing it may be deemed necessary to remove Directorship or ask for cessation of their involvement of disclosed activity.

The company will not favor any particular group or activity, which they have been invited or contracted to, other than those curated by them which will always take precedent.

The company will maintain confidentiality and be transparent in that all engagement will be conducted pursuant to the laws of this land and country of registration.

Memorial at peninsula will from time to time be engaging in multi organisation activities and by the very nature of their involvement will be representative of their enrolment incorporation involvement membership, in so doing the Directors will act in an equitable manner pursuant to a worthy outcome for all .

Memorial at peninsula is free to exercise any legal requirement, seek legal advice or pursue involvement of legal representation in the event of any Director or Directorship individual or board member being slandered or any reference deemed to be of a libelous nature lobbied at the company , should any hindrance or un necessary financial increment be incurred by means of intrusion mis guidenace from individuals not invited or of non directors to the company, memorial at peninsula reserves the right to pursue compensation and repayment.

Memorial at Peninsula will engage in activity pursuant to the promotion, enmeshment of historical forward presentation and future retainment, thus providing educational, factual and equitable projects, which have no discrimination or favoritism element. In so doing it is the aim and objective to involve and attract all age groups, thus enabling involvement and enjoyment for the present and future, the aim is to preserve ,promote give sustainability and longevity to projects of yesteryear and tomorrow in essence history, todays actions is itself history tomorrow. In so doing memorial at peninsula will act in a respectful equitable manner and guardian for its projects.

The aim of all directors is to promote projects for the good and to benefit all communities. Whilst being sympathetic to individual projects and the needs and outcomes of said projects of direct involvement.

The covenant of memorial at peninsula is to pursue all projects which have a link to our military past and present and that of the county of Hampshire, thus enabling the military covenant to be exercised in its fullest entirety, on merit maintain impartiality and confidentiality, giving all monies collected and donated to the said project for which it has been specifically raised by collection, be it fund raising or personal donation by means of goods offered or other means, although all must be legal in accordance with the laws governing England and Wales as pertaining to the countries of company registration. The company will remain a nonprofit company. No directors will be employed but will act as a volunteer, claiming only necessary expenses.

In the event of the company changing status all necessary notice will be given and displayed in accordance with legislation governing the country of incorporation prior to changes coming into force.

In the event of the company ceasing to be operated as a nonprofit company all necessary precautions will be in place along with any financial responsibilities which will be for the necessary upkeep and stability of projects on merit will be ring-fenced for their provision.

Should the company become a profit company then on the agreeance of all directors the company could be sold. In the event of a purchase any monies would be distributed as the directors deem fitting, whether individual or grouped, including directors as a full and final settlement for services tenured. In the event of dissolution the same will apply.Under English law an unincorporated association consists of two or more members bound by the rules of a society which has at some point in time, been founded.

Several theories have been proposed as to the way that such associations hold rights. A transfer may be considered to have been made to the association’s members directly as joint tenancy or tenants in common. Alternatively, the funds transferred may be considered to have been under the terms of a private purpose trust. Many purpose trusts fail for want of a beneficiary and this may therefore may result in the gift failing. However, some purpose trusts are valid, and, accordingly, some cases have decided that the rights associated with unincorporated associations are held on this basis. The dominant theory, however, is that the rights are transferred to the members or officers absolutely, perhaps on trust for the members, but are importantly bound by contracts inter se. Memorial at Peninsula will act accordingly as per the above.

Accordingly, on dissolution, the distribution of these rights depends on how they were held. A purpose trust may by its nature survive the dissolution of the association, or it may not. If it fails as a result of the dissolution, then the rights will be held on resulting trust for the contributors, unless they can be shown to have renounced their right to such a trust in their favour. If the rights are held subject to contract, then they will be divided among the surviving membership upon dissolution, according to the terms of the contracts inter se or an implied term according to contribution. If, as a result of this contract or statute, no member can claim, the rights will pass to the Crown as bona vacantia. This conclusion has also been suggested where the association dissolves because only one members remains, although this has been doubted by some commentators who believe the last members should be entitled to the rights.

 

AS REGULATED BY THE COMPANY BYLAWS AND ARTICLES AS SPECIFIED HERE IN AND AT TIME OF REGISTRATION AND ARE BINDING BETWEEN THE DIRECTORS OF THE COMPANY Memorial At Peninsula Limited