Memorandum of Association

THE COMPANIES ACT, 1929.

COMPANY LIMITED BY GUARANTEE AND NOT HAVING

A CAPITAL DIVIDED INTO SHARES.

Memorandum of Association

OLD COULSDON BOWLING CLUB LIMITED

1. The name of the Company is " OLD COULSDON BOWLING CLUB LIMITED."

2. The Registered Office of the Company will be situate in England.

3. The objects for which the Company is established are:-

(a) To adopt, and carry out an Agreement dated the 5th December, 1935, made between Purley & Coulsdon Estates Limited of the one part and Arthur Thomas Markwick of the other part, being an Agreement to purchase certain Freehold lands and hereditaments situate at Coulsdon in the County of Surrey.
(b) To establish, maintain and conduct a Club for the playing of the game of bowls and for other sports, pastimes and recreations and for social intercourse and to afford to the members o£ the Company the usual privileges, advantages and accommodation of a Club.
(c) To provide Bowling Greens, Tennis Courts, Croquet Lawns and grounds adaptable for other sports, pastimes and recreations and to build clubhouses, pavilions and other buildings and erections, necessary or desirable for the purpose of the Club and for such sports, pastimes and recreations and to employ and pay servants and other persons in connection with objects of the Company.
(d) To promote the game of Bowls and other sports, pastimes and recreations and to hold and arrange and to join in and to offer, grant or contribute towards the provision of prizes, awards and distinctions in matches and competitions for challenge cups. or other trophies and whether for the benefit of charities or otherwise.
(e) To buy, sell and deal in all kinds of liquor. provisions, cigars, tobacco and other articles usually provided at Clubs and required by persons frequenting the Club's premises and to make, buy, sell and deal in all kinds of apparatus, appliances or implements for sports, pastimes and recreations.
(f) To hold and arrange bowls and other meetings, competitions and matches and offer and grant or contribute towards the provisions of prizes, medals, awards and distinctions.
(g) To purchase, take on Lease, hire or otherwise acquire any real or personal property, land, buildings, easements, plant, machinery, horses, cattle, stock, furniture, newspapers, books or property of any kind which may be requisite for or conducive to any of the objects of the Company, and to construct, remove, maintain and alter any buildings or works or adapt any land necessary or convenient for the purpose of the Company.
(h) To raise money by subscriptions and entrance fees and to grant any rights and privileges to subscribers.
(i) To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the Company or its predecessors in business or their dependents or connections of such persons and to grant pensions and allowances and to make payments towards insurance and to subscribe or guarantee money for charitable or benevolent objects or for any public, general or useful purpose.
(j) To permit any person or association of persons to use and enjoy the Company's premises or any part thereof for such purposes (other than religious or political) and upon such terms as the Company shall think fit and to make rules and regulations for such user and for the conduct of members and visitors and for the expulsion or suspension from the Club privileges of members and from time to time to rescind and vary and alter the same.
Membership of the Club shall be open to all persons irrespective of ethnicity, nationality, sexual orientation, religion or beliefs; or of age, sex or disability except as a necessary consequence of the requirements of bowls as a particular sport.

The Club may refuse membership or expel from membership only for good and sufficient cause, such as conduct or character likely to bring the Club or sport into disrepute. Appeal against such a decision may be made to the Club’s members and decided by a majority vote.
(k) To invest and deal with the moneys of the Company, not immediately required. in such manner as shall from time to time be determined and to guarantee the performance of contracts by any persons having dealings with the Company.
(l) To borrow or raise or secure the payment of money or to guarantee money in such manner as the Company shall think fit for the purpose of the Company's objects and in particular by the issue of debentures or debenture stock, perpetual or otherwise, charged upon all or any of the Company's property (both present and future) and to purchase. redeem or pay off any such securities.
(m) To draw, make, accept, indorse, discount, execute and issue promissory notes, bills of exchange, warrants, debentures and other negotiable or transferable instruments.
(n) To drain, pave, paint, build on or otherwise improve and realise all or any parts of any lands or buildings, from time to time purchased, taken on Lease or otherwise acquired by the Company and to manage, farm, cultivate, maintain, improve, underlet, lease, exchange, sell and otherwise deal with and dispose of any part of the lands, hereditaments and real and personal estates, properties and effects and undertaking of the Company and in such manner and upon such terms and for such purposes as the Company may think proper, and in particular, to sell or dispose of the whole or any part of the undertaking of the Company for such consideration as the Company may think fit and in particular for shares, debentures or debenture stock or securities of any Company purchasing the same.

(o) To act as Trustee for the Members of the Company and, as such Trustee, to receive and hold money in trust for them and therewith to purchase, hold in trust for and supply to the Members of the Company intoxicating liquors, tobacco and other things.
(p) Generally to do all such matters and things as are incidental or conducive to the attainment of the above objects.

4. The income and property o£ the Company whencesoever derived shall be applied solely towards the promotion of the objects of the Company as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever, by way of profit, to the Members of the Company. Provided that nothing herein shall prevent the payment in good faith of remuneration by way of salary, honorarium. pension or gratuity or otherwise, to any officer or servant of the Company or to any Member of the Company or other person in return for any services actually rendered to the Company. nor prevent the payment of interest on money borrowed from any 'Member of the Company.

5. The liability of the Members is limited.

6. Each Ordinary and Country Member of the Company (except those Members who have loaned to the Company not less than Five Pounds), shall pay the sum of Ten Shillings on becoming Members of the Company, and every Member of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up during the time that he is a Member or within one year afterwards for payment of the debts and liabilities of the Company contracted before the time at which he ceases to be a Member and of the costs, charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves such amount as may be required. not exceeding 1/-.

7. In the event of the dissolution of the Club, any assets remaining after the satisfaction of all debts and liabilities shall not be paid to or distributed among the members of the Club, but shall be given or transferred to one or more of the following approved sporting or charitable bodies:

1. A registered charitable organisation(s).
2. Another Club which is a registered CASC
3. The sports national governing body for use by them for related community sports.

8. True accounts shall be kept of the sums of money received and expended by the Company and the matter in respect of which such receipt and expenditure' takes place and of the property, credits and liabilities of the Company and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Company for the time being shall be open to the inspection of the Members. Once at least in every year the accounts of the Company shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified Auditor or Auditors.

Old Coulsdon Bowling Club Ltd

Memorandum of Association