CHARITY - MEMORANDUM

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The 'Cleaner Ocean Foundation' (COF) is a charity that is dedicated to ocean conservation. COF is also keen to promote the ocean economy to provide jobs for a circular economy in a changing world. Ocean conservation includes efforts to reduce climate change and acid oceans. This includes research into potential low carbon shipping.

DWINDLING FISH STOCKS - Around 10% of the world (700,000,000 million people) rely on the ocean for food, but in addition to our poor land management record, we are also polluting the seven seas with plastic that is toxic - so reducing the number and the health of the fish that we might harvest for food.

ARTICLES OF ASSOCIATION

MEMORANDUM OF ASSOCIATION

Cleaner Ocean Foundation Ltd

The Companies Act 1985 and 1989
Company Limited by Guarantee and not having 
A Share Capital

Memorandum of Association of

CLEANER OCEAN FOUNDATION LTD

1. The Company’s name is CLEANER OCEAN FOUNDATION LTD (and in this document is called “the Charity”).
2. The Charity’s registered office is to be situated in England and Wales.
3. The Objects of the Charity shall be (“the Objects”): 

(a) to advance the education of the public concerning renewable energy or energy from nature, by example or other means;
(b) to advance the education of the public concerning pollution and the environment, by example or other means;
(c) the protection of the natural environment for future generations;
(d) to advance the education of the public in conservation matters;
(e) the conservation of our heritage and archaeological evidence for the benefit of future generations;
(f) to support projects in the above categories (a) to (e).

4. In furtherance of the Objects but not otherwise the Charity may exercise the following powers:

(a) to draw, make accept, endorse, discount, execute and issue promissory notes, bills, cheques and instruments, and to operate bank accounts in the name of the Charity;
(b) to raise funds and to invite and receive contributions: provided that in raising funds the Charity shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations;
(c) to acquire, alter, improve and (subject to such consents as may be required by law)) to charge or otherwise dispose of property;
(d) subject to clause 5 below to employ such staff, who shall not be directors of the Charity (hereinafter referred to as “the Trustees”), as are necessary for the proper pursuit of the Objects and to make all reasonable and necessary provision for the payment of pensions and superannuation to staff and their dependents;
(e) to establish or support any charitable trusts, special projects, associations or institutions formed for all or any of the Objects;
(f) to co-operate with other charities, voluntary bodies, special projects and statutory authorities operating in furtherance of the Objects or similar charitable purposes and to exchange information and advice with them;
(g) to pay out of funds of the Charity the costs, charges and expenses of and incidental to the formation and registration of the Charity;
(h) to do all such other lawful things as are necessary for the achievement of the Objects.

5. The income and property of the Charity shall be applied towards the promotion of the Object and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit to the members of the Charity, and no trustee shall be appointed to any office of the Charity paid by salary or fees or receive any remuneration or other benefit in money or monies worth from the Charity; provided that nothing in this document shall prevent any payment in good faith by the Charity:

(1) of the usual professional charges for business done by any trustee who is a solicitor, accountant, planner, designed, engineer, manager or other professional person engaged in a profession, or by a partner of his or her, when instructed by the Charity to act in a professional capacity on its behalf: Provided that at no time shall a majority of trustees benefit under this provision and that a trustee shall withdraw from any meeting at which his or her appointment or remuneration, or that of his or her partner are under discussion;
(2) of reasonable or proper remuneration for any services rendered to the Charity by any member, officer or servant of the Charity who is not a trustee;
(3) of interest on money lent by any member of the Charity or trustee at a reasonable and proper rate per annum not exceeding 2 percent less than the published base lending rate of a clearing bank to be selected by the trustees;
(4) of fees, remuneration or other benefits in money or monies worth to any company of which a trustee may also be a member holding not more than 1/100th part of the issued capital of that company;
(5) of reasonable and proper rent for premises demised or let by any member of the company or a trustee;
(6) to any trustee of reasonable out of pocket expenses.

6. The liability of the members is limited.

7. Every member of the Charity undertakes to contribute such amount as may be required (not exceeding £10) to the Charity’s asset if it should be wound up while he or she is a member or within one year after he or she ceases to be a member; for payment of the Charity’s debts and liabilities contracted before he or she ceases to be a member, and the costs, charges and expenses of winding up, and the adjustment of the rights of the contributories among themselves.

8. If the Charity is would up or dissolved and after all its debts and liabilities have been satisfied there remains any property, it shall not be paid to ir distributed among the members of the Charity, but shall be given or transferred to some other charity or charities having objects similar to the Objects which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Charity by Clause 5 above, chosen by the members of the Charity at or before the time of dissolution and if that cannot be done then to some other charitable object.

 This website is provided on a free basis as a public information service. copyright © Cleaner Oceans Foundation Ltd (COFL) (Company No: 4674774) May 2017. Solar Studios, BN271RF, United Kingdom. COFL is a charity without share capital.