Set out below are the legal terms by which St.Jame Court Residents Association was established as a limited company an this is the constitution for how we function as a company based on the purpose for which we were founded, how we are managed, what we can and can't do, and how we go about the business of electing the directors from which we appoint the Management Committee.
There are two parts to these articles. First, an explanation of what our objectives are as a company in respect of St.James Court, and secondly, how that company is managed from the precise shareholdings to the the appointment of its officers and its Management Committee.
The Companies Act 1985
COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
of
(A) (i) To acquire manage administer and deal in land and other property of any tenure for the use and benefit of the Lessees for the time being of the flats known as St. James Court, Wricklemarsh Road, Blackheath, London SE3.
(ii) To maintain, upkeep and manage this land and property for the benefit of the owners.
(iii) The income and property of the Company whencesover 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 by way of profit to Members of the Company; provided that nothing herein shall prevent the payment in good faith of reasonable remuneration, commission or bonus to any Director, Officer or servant of the Company or to any member of the Company in return for any services actually rendered
to the Company.
(B) To carry on any other trade or business whatsoever which can, in the opinion of the Board of Directors, be advantageously carried on by the Company in connection with or as ancillary to any of the above businesses or the general business of the Company, or further any of its objects.
(C) To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest any lands, buildings, easements, rights, privileges, concessions, patents, patent rights, licences, secret processes, machinery, plant, stock-in-trade, and any real or personal property of any kind for such consideration and on such terms as may be considered expedient.
(D) To erect, construct, lay down, enlarge, alter and maintain any roads, railways, tramways, sidings, bridges, reservoirs, shops, stores, factories, buildings, works, plant and machinery necessary or convenient for the Company's business, and to contribute to or subsidise the erect ion, construction and maintenance of any of the above.
(E) To borrow or raise or secure the payment of money for the purposes of or in connection with the Company's business, and for the purposes of or in connection with the borrowing or raising of money by the Company to become a member of any building society.
(F) To mortgage and charge the undertaking and all or any of the real and personal property and assets, present or future, and all or any of the uncalled capital for the time being of the Company, and to issue at par or at a premium or discount, and for such consideration and with and subject to such rights, powers, privileges and conditions as may be thought fit, debentures or debenture stock, either permanent or redeemable or repayable, and collaterally or further to secure any securities of the Company by a trust deed or other assurance.
(G) To issue and deposit any securities which the Company has power to issue by way of mortgage to secure any sum less than the nominal amount of such securities, and also by way of security for the performance of any contracts or obligations of the Company or of its customers or other persons or corporations having dealings with the Company, or in whose businesses or undertakings the Company is interested, whether directly or indirectly.
(H) To receive money on deposit or loan upon such terms as the Company may approve, and to guarantee the obligations and contracts of any person or corporation.
(I) To make advances to customers and others with or without security, and upon such terms as the Company may approve F and generally to act as bankers for any person
or corporation.
(J) To grant pensions, allowances, gratuities and bonuses to officers, ex-officers, employees or ex-employees of the Company or its predecessors in business or the dependants or connections of such persons, to establish and maintain or concur in establishing and maintaining trusts, funds or schemes (whether contributory or non- contributory) with a view to providing pensions or other benefits for any such person as aforesaid, their dependants or connections, and to support or subscribe to any charitable funds or institutions, the support of which may, in the opinion of the Directors, be calculated directly or indirectly to benefit the Company or its employees, and to institute and maintain any club or other establishment or profit-sharing scheme calculated to advance the interests of the Company or its officers or employees.
(K) To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange and other negotiable instruments.
(L) To invest and deal with the moneys of the Company not immediately required for the purposes of its business in or upon such investments or securities and in such manner as may from time to time be determined.
(M) To pay for any property or rights acquired by the Company, either in cash or fully or partly paid-up shares, with or without preferred or deferred or special rights or restrictions in respect of dividend, repayment of capital, voting or otherwise, or by any securities which the Company has power to issue, or partly in one mode and partly in another, and generally on such terms as the Company may determine.
(N) To accept payment for any property or rights sold or otherwise disposed of or dealt with by the Company, either in cash, by instalments or otherwise, or in fully or partly paid—up shares of any Company or corporation, with or without deferred or preferred or special rights or restrictions in respect of dividend, repayment of capital, voting or otherwise, or in debentures or mortgage debentures or debenture stock, mortgages or other securities of any company or corporation, or partly in one mode and partly in another, and generally on such terms as the Company may determine, and to hold, dispose of or otherwise deal with any shares, stock or securities so acquired.
(O)To enter into any partnership or joint-purse arrangement or arrangement for sharing profits, union of interests or co-operation with any company, firm or person carrying on or proposing to carry on any business within the objects of this Company, and to acquire and hold, sell, deal with or dispose of shares, stock or securities of any such company, and to guarantee the contracts or liabilities of, or the payment of the dividends, interest or capital of any shares, stock or securities of and to subsidise or otherwise assist any such company.
(P) To establish or promote or concur in establishing or promoting any other company whose objects shall include the acquisition and taking over of all or any of the assets and liabilities of this Company or the promotion of which shall be in any manner calculated to advance directly or indirectly the objects or interests of this Company, and to acquire and hold or dispose of shares, stock or securities of and guarantee the payment of the dividends, interest or capital of any shares, stock or securities issued by or any other obligations of any such company.
(Q) To purchase or otherwise acquire and undertake ail or any part of the business, property, assets, liabilities and transactions of any person, firm or company carrying on any business which this Company is authorised to carry on.
(R) To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits, or otherwise, grant licences, easements and other rights in or over, and in any other manner deal with or dispose of the undertaking and all or any of the property and assets for the time being of the Company for such consideration as the Company may think fit.
(S) To amalgamate with any other company whose objects are or include objects similar to those of this Company, whether by sale or purchase (for fully or partly paid-up shares or otherwise) of the undertaking , subject to the liabilities of this or any such other company as aforesaid, with or without winding up, or by sale or purchase (for fully or partly paid—up shares or otherwise) of all or a controlling interest in the shares or stock of this or any such other company as aforesaid, or by partnership, or any arrangement of the nature of partnership, or in any other manner.
(T) To distribute among the members in specie any property of the Company, or any proceeds of sale or disposal of any property of the Company, but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law.
(U) To do all or any of the above things in any part of the world? and either as principals, agents, trustees, contractors or otherwise, and either alone or in conjunction with others and either by or through agents, trustees, sub-contractors or otherwise.
(V) To do all such other things as are incidental or conducive to the above objects or any of them.
And it is hereby declared that' in the construction of this clause the word "company" except where used in reference to the Company shall be deemed to include any person or partnership or other body of persons, whether incorporated or not incorporated, and whether domiciled in Great Britain or elsewhere, and that the objects specified in the different paragraphs of this clause shall, except where otherwise expressed therein, be in nowise limited by reference to any other paragraph or the name of the Company, but may be carried out in as full and ample a manner and shall be construed in as wide a sense as if each of the said paragraphs defined the objects of a separate, distinct and independent company.
5.The Company's share capital is £240, divided into 24 shares of £10 each. The shares in the original or any increased capital may be divided into several classes, and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividend, capital, voting or otherwise.
WE, the Subscribers to this Memorandum of Association, wish to to be formed into a Company pursuant to this Memorandum; and we agree to take the number of shares shown opposite our respective names.
The Companies Act 1985
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION
of
PRELIMINARY
Regulations 1985 (hereinafter referred to as "Table A") shall apply to the Company.
(b) Regulations 8, 64, 76, 77, 94, 95, 96,97, and 113 of Table A shall not apply to the Company.
(c) In these Articles "the Act' means the Companies Act 1985 and every statutory modification and re-enactment thereof for the time being in force.
SHARES
LIEN
The Company shall have a first and paramount lien on every share (whether or not it is a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share and the Company shall also have a first and paramount lien on all shares (whether fully paid or not) standing registered in the name of any member whether solely or one of two or more joint holders for all moneys presently payable by him or his estate to the Company; but the directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company's lien ( if any) on a share shall extend to all dividends payable thereon.
TRANSFER OF SHARES
(a) No member or other person becoming entitled to a share or shares in consequence of the death or bankruptcy or a member shall be entitled to transfer any share:-
(i) to any person not being a Lessee of any of the flats or in any such manner as would procure to any Lessee of the flats more than one share in respect of each flat of which he is the Lessee.
(iii) At any price in excess of the nominal value.
(b) The Directors may in their absolute and uncontrolled discretion and without assigning any reason therefore, refuse to register any proposed transfer of a share unless they are satisfied that the foregoing conditions of
this Article are being complied with in regard thereto.
(c) Where a member has ceased for any reason to be a Lessee the Directors may give notice to the member requiring him to transfer his share in the Company within the next
succeeding period of twenty—eight days and if such notice shall not be complied with, the Directors may at any time thereafter, by resolution, authorise such person to transfer such share for a consideration not exceeding its nominal value to the then Lessee of the flat who shall be registered as the holder of the share and his title to the said share shall not be affected by any irregularity or invalidity in the proceedings in reference to the disposal of the share.
MEETINGS
DIRECTORS
(i) he is recommended by the Directors; or
(ii) not less than fourteen nor more than thirty-five clear days before the date of the meeting, a notice in writing signed by 25% of members qualified to vote at the meeting has been given to the Company of the intention to propose that person for election together with a notice in writing signed by that person of his willingness to be elected.
BORROWING POWERS
18 . The Directors may exercise all the powers of the Company to borrow money, and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and, subject ( in the case of any security convertible into shares) to Section 80 of the Act and Article 3 hereof, to issue debentures, debenture stock, and other securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.
POWERS AND DUTIES OF DIRECTORS
20 . Director may vote in respect of any contract or proposed contract or arrangement in which he is interested, whether directly or indirectly, or upon any matter arising therefrom and he may be counted in the quorum present at any meeting at which any such contract, arrangement or matter is proposed or considered, and if he shall so vote his vote shall be counted.
Company's Registered Address:
St.James Court Residents Association
Wellesley House, Duke of Wellington Avenue, Royal Arsenal,
London SE18 6SS
(Companies House No. 02052093)
