Administration

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Transition North Cornwall Ltd Constitution:
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THE COMPANIES ACT 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM of ASSOCIATION OF TRANSITION NORTH CORNWALL LTD

NAME

1. The Company's name is “TRANSITION NORTH CORNWALL Ltd" also trading as Transition North Cornwall.

REGISTERED OFFICE

2. The Company's registered office is to be situated in England.

OBJECTS

3. The Company's objects are: -
a) To increase awareness about Peak Oil, Climate Change and Transition solutions.
b) To support the development of local Transition groups in North Cornwall
c) To act as a communication network for Transition work in North Cornwall
d) To promote, encourage and support any group developing answers, solutions or projects that enable people in North Cornwall to follow a low carbon, sustainable way of life.
e) To organize, facilitate, enable or support forums where its members can share best practice and inform the company of their views.
f) The Company can do any trade, business, activities, enterprises, projects or ventures that in the opinion of the company is in connection with or can be deemed incidental, conducive or ancillary to any of the objects.
g) The company shall have regard to the well being of the community at large especially those directly involved with its activities.

APPLICATION OF SURPLUS

4. The income and property of the Company shall be applied solely towards promoting the Company's objects as set out herein and no portion shall be paid or transferred by way of profit (directly or indirectly) to the Members of the Company (or to members of the members) except by way of payment in good faith to any Member of the Company (or member of the members) in return for services actually rendered to the Company, of reasonable wages, bonuses and repayments of expenses, interest on money lent or reasonable rent on premises demised or let to the Company.

LIMITED LIABILITY

5. The liability of the Members is limited.

6. Every Member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company's assets if it should be wound up while he/she is a Member or within one year after he/she ceases to be a Member, for payment of the Company's debts and liabilities contracted before he/she 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.

DISSOLUTION

7. In the event of wind-up or dissolution of the Company if any property remains after satisfaction of all the Company’s debts and liabilities, such property shall not be paid to or distributed among Members of the Company but shall be transferred by the liquidator to one of several of the following:

a. A co-operative or common ownership enterprise having aims similar or compatible to those of the Company, and which shall prohibit the distribution of its income among its Membership to an extent at least as great as imposed on the Company under Clause 4 hereof.

b. A charity or charities having aims similar or compatible to those of the Company in such manner as the Members decide at or before the time of winding up or dissolution.

This clause (7a+7b) shall not be changed by Members of the Company.

SUBSCRIBERS

WE, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum.

Names and addresses of subscribers

Witness to the above signatures: -

THE COMPANIES ACT 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES of ASSOCIATION of “TRANSITION NORTH CORNWALL Ltd”

INTERPRETATION

1 In these Articles:-
i) 'the Act' means the Companies Act 1985 as amended by the Companies Act 1989 and any amendments from time to time in force.
ii) 'the memorandum' means the Memorandum of Association of the Company.
iii) 'the Articles' means these Articles of Association of the Company.
iv) 'the Company' means the above named Company.
v) 'office' means the registered office of the Company.
vi) 'the seal' means the common seal of the Company if it has one.
vii) 'executed' includes any mode of execution.
viii) 'employees' means anyone working for the Company and receiving reasonable and proper remuneration.
ix) 'volunteers' means anyone working for the Company without payment of any kind except reasonable out-of-pocket expenses as specified in the Memorandum.
x) 'clear days' in relation to the period of a notice means the period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
xi) 'in writing' includes all forms of electronic communication.
xii) Words importing the singular number only shall include the plural number and vice versa.
xiii) Words importing the masculine gender shall include the feminine gender and vice versa.
xiv) Subject as aforesaid, words or expressions contained in these Articles shall, unless the context requires otherwise, bear the same meaning as in the Act.

GENERAL STRUCTURE

2 The structure of the Company consists of: -

(a) the MEMBERS - who have the right to attend general meetings (and any extraordinary general meeting) and have important powers under the Articles of Association and the Companies Acts; in particular, the Members elect people to serve as Directors and the Members take decisions in relation to changes to the Articles themselves

(b) the DIRECTORS - who hold regular meetings during the period between general meetings, and generally control and supervise the activities of the Company; in particular, the Directors are responsible for monitoring the financial, social and environmental position of the Company.

3 MEMBERS

a) The subscribers to the Memorandum and such other persons and organisations as are admitted to Membership in accordance with these rules shall be Members of the Company.

b) The Company may admit to Membership any organisation that is in agreement with the objects of the Company.

4 Membership Categories
a) Individual Membership: shall be open to any person over the age of 18 who lives within Cornwall or Devon, who agrees with the Objects of the Company and who has paid any membership fees and subject to approval by the Board.
b) Group Membership: shall be open to any democratically constituted North Cornwall based Transition Group, Climate Friendly Community, Companies interested in furthering the Company’s work and other Groups with a similar approach to the twin challenges of resource depletion (including peak oil) and climate change, who agree to support the Objects of the Company, who have paid any membership fees and subject to approval by the Board.
c) Every Individual Member and every Group Member shall have one vote, which may be cast in person or in writing to the Board and received prior to the meeting
d) Each Group Member shall notify the name of its representative to the Board. Appointments, changes and cancellations must be given in writing.
e) A member shall cease to be a member upon resigning or by a decision of the Board.

GENERAL MEETINGS

5 The Company shall in each year hold a general meeting as its annual general meeting (AGM) and shall specify the meeting as such in the notices calling it; not more than fifteen months shall elapse between the date of one annual general meeting and the next provided that so long as the Company holds its first annual general meeting within eighteen months, it need not hold it in the year of its incorporation or in the following year.
6 All general meetings other than the AGM shall be called extraordinary general meetings.
7 The Directors may whenever they think fit convene an extraordinary general meeting.
8 Extraordinary general meetings may also be called by three quarters of the Membership in any one category, or by 20% of the total Membership, subject to a minimum of 10 Members as a request in writing to the Board

NOTICE OF GENERAL MEETINGS

9 Any general meetings shall be called by the Board with fourteen clear days notice in writing at the least. The notice shall specify the place, the date, the hour of meeting and the business of the meeting and be delivered to all Members and to any persons the Directors wish to invite to the meeting in furtherance of the objects of the Company.
10 The notice of the annual general meeting shall include nominations supported by one or more Directors
11 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at the meeting.

PROCEEDINGS AT GENERAL MEETINGS

12 All business shall be deemed special that is transacted at any general meeting, with the exception of considering the accounts, the reports of the Directors and auditors, the appointment of and the fixing of the remuneration, of the auditors, and election of Directors
13 No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. The quorum shall be 5% (rounded down to the nearest whole number) of the total Membership or 3 Members, whichever is higher.
14 If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be dissolved.
15 Each general meeting shall be facilitated by a Board member, to conduct the business of the meeting in an orderly manner.
16 All decisions at general meetings, but not elections of Directors, shall be made by consensus following the fullest discussion in which all Members shall be entitled and allowed to speak freely according to their consciences. By consensus is meant a situation where all those present are in agreement or agree not to maintain an objection.
17 In the event of consensus not being possible despite reasonable efforts to achieve it, the matter shall be decided by a simple majority of votes.
18 Election to the Board is by majority of members present either in person or voting by postal ballot from nominations supported by the Directors.
19 When a consensus has been achieved or a vote has been satisfactorily carried out, an entry to that effect shall be made in the minutes of the meeting, including the number of votes cast in favour, abstaining and against the resolution. Such minutes shall be conclusive evidence of the fact without proof.
20 Members shall declare an interest in any contract or matter in which she has a personal material or financial interest, whether directly or indirectly, and shall not vote in respect of such contract or matter.

21 DIRECTORS

i) The Board of Directors shall consist of between 1 and 12 individuals.
ii) Directors are appointed for a term of 3 years, initially by the Subscribers
iii) From the date of the first annual general meeting Directors may also be elected from nominations supported by the Directors at Annual General Meetings by majority of Members present or voting by postal ballot.
iv) Non members must not account for more than 20% of the Board
v) Directors shall declare an interest in any contract or matter in which she has a personal material or financial interest, whether directly or indirectly, and shall not vote in respect of such contract or matter.
vi) vi) The Directors may at any time co-opt other Members to be Directors up to the upper limit on the number of company directors, as specified within.
vii) Directors shall develop strategic aims and action plans for approval by general meeting.
viii) The notice of the annual general meeting shall include a call for nominations with a closing date fourteen days before the date of the annual general meeting, and shall offer Members the opportunity to vote by post on request. Postal voting papers shall be sent no less than ten days before the date of the annual general meeting, and all candidates shall have the opportunity to include a statement in support of their candidature.

ADVISORY BOARD
22 The directors may assemble an advisory board composed of people and / or organisations with cross-sectoral experience that are in agreement with the objects of the company.
23 Organisations invited onto the advisory board must appoint a representative who can also be removed by said organisation.
24 If an advisory board is established it should meet at least once a year.
25 Membership of the advisory board shall be by invitation of the directors and approval of the membership at general meeting.
26 Directors should endeavour to recruit advisors with experience from the following areas; transition, transport, energy, food & farming, health & medicine, economics, business, social enterprise, voluntary & community, waste management, tourism, housing, land management and conservation, New Economics and Permaculture.
27 Directors should fully consider any recommendations made by advisory board and then either accepts recommendation, accept recommendation with amendments or reject recommendation and then give reasons for their decision.
28 Advisory Board members shall declare an interest in any contract or matter in which she has a personal material or financial interest, whether directly or indirectly.

TRANSITION NORTH CORNWALL FORUM
29 The full membership may choose to continue meeting as a network forum in addition to properly convened general meetings of the company.
30 If the membership chooses to hold regular network forums then the directors will treat any recommendations of said forum in the same way as recommendations of the advisory board.
31 The company may decide to hold forums as open meetings. If so the public may attend but not vote.

DISQUALIFICATION AND REMOVAL OF DIRECTORS
32 A Director shall cease to hold office if he
a) Ceases to be a Member, or ceases to be a Director by virtue of any provision in the Act.
b) Resigns his office by notice to the Company (the notice of resignation will take effect when accepted by the Board).
c) Is absent without the permission of the Directors from all their meetings held within a period of six months and the Directors resolve that his office be vacated.
d) Fails to declare an interest in an attempt to dishonestly gain.
e) Any Director expelled shall have a full opportunity to defend themselves at a properly convened general meeting.

BORROWING POWERS

33 The Directors may exercise all powers of the Company to borrow money and to mortgage or charge its undertaking and property, or any part thereof.

POWER AND DUTIES OF DIRECTORS

34 The business of the Company shall be managed by the Directors, who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Act or by these Articles, required to be exercised by the Company in a general meeting.
35 All cheques, promissory notes, drafts, bills of exchange, and all receipts for moneys paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Directors shall from time to time by resolution determine.
36 The Directors shall cause minutes to be made in books provided for the purpose: -
(a) Of all appointments of Members/Directors;
(b) Of the names of the Directors present at each meeting of the Directors;
(c) Of all resolutions and proceedings at all meetings of the Company, and of the Directors of the Company.
37 All decisions of the Directors shall be made by consensus following the fullest discussion in which all Directors shall be entitled and allowed to speak freely according to their consciences. By consensus is meant a situation where all Directors present are in agreement on an issue, or where those not in agreement agree not to maintain an objection. In the event that the Directors fail to reach consensus the matter shall be decided by simple majority at the next Board meeting.

SECRETARY

38 The Secretary may be appointed by the Directors for such a term, at such remuneration and upon such conditions as they may think fit; and any Secretary so appointed may be removed by them.

ACCOUNTS

39 The Directors shall cause proper books of account to be kept with respect to-
(a) All sums of money received and expended by the Company and the matters in respect of which the receipt and expenditure takes place;
(b) All sales and purchases of goods by the Company;
(c) The assets and liabilities of the Company.
(2) Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company's affairs and to explain its transactions.
40 The books of accounts shall be kept at the registered office of the Company or at such other place as the Directors think fit, and shall always be open to the inspection of the Directors.
41 The Directors shall from time to time, in accordance with their statutory obligations, cause to be prepared and to be laid before the Company in general meeting such profit and loss accounts, balance sheets and reports as are required by statute.
42 A copy of all documents required by statute and any other documents the Directors see fit shall be delivered to all persons who receive notice of a general meeting together with the notice of that meeting.

AUDIT

43 The company shall appoint one or more reporting accountants or auditors in accordance with the provisions of statute or regulation, if that is required, except in any financial year in which the Company turnover does not exceed £1000.

INDEMNITY
44 Subject to the provisions of the Act every Director or other officer of the Company shall be indemnified out of the assets of the Company against any liability incurred by him in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application in which relief is granted to him by the court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.

RULES
45 The Directors may from time to time make such rules or byelaws as they may deem necessary or expedient or convenient for the proper conduct and management of the Company.

DISSOLUTION

46 Clause 7 of the Memorandum of Association relating to the winding up and dissolution of the Company shall have effect as if the provisions thereof were repeated in these Articles.

SUBSCRIBERS
We, the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of these Articles of Association.
Signatures, Names and Addresses of Subscribers

Witness to the above signatures: -

Initial Subscribers:
Paul Sousek
Rebecca Rapson

Initial Directors:
Paul Sousek
Rebecca Rapson
Mike Grigg

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TNC Ltd was set up by the Steering Group members of Transition North Cornwall unincorporated society to protect both members and officers from the unlimited personal liability associated with the unincorporated society structure.