Memorandum & Articles of Association of Oblong Ltd.

Memorandum of Association of Oblong Ltd

Companies Acts 1985 & 1989
Company limited by guarantee and not having a share capital


1. Name

The name of the Company is Oblong ('the Charity')


2. Registered Office

The registered office of the Charity is to be in England and Wales


3. Objects

“ Oblong aims to develop the capacity and skills of people living in socially and economically disadvantaged areas
in such a way that they are better able to identify, and help meet, their needs and to create active flourishing
communities , and to run a community centre, primarily for the benefit of the Woodhouse , Little London and Hyde
Park areas”


4. Powers

4.0. The Charity has the following powers, which may be exercised only in promoting the Objects:

4.1. To promote or carry out research

4.2. To provide advice

4.3. To publish or distribute information

4.4. To cooperate with other bodies

4.5. To support, administer or set up other charities

4.6. To raise funds

4.7. To borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act 1993)

4.8. To acquire or hire property of any kind

4.9. To let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act 1993)

4.10. To make grants or loans of money and to give guarantees

4.11. To set aside funds for special purposes or as reserves against future expenditure

4.12. To deposit or invest funds in any manner (but to invest only after obtaining advice from a financial expert and having regard to the suitability of investment and the need for diversification)

4.13. To delegate the management of investments to a financial expert, but only on terms that:

4.13.1. The investment policy is set down in writing for the financial expert by the Trustees

4.13.2. Every transaction is reported promptly to the Trustees

4.13.3. The performance of the investment is reviewed regularly with the Trustees

4.13.4. The Trustees are entitled to cancel the delegation arrangement at any time

4.13.5. The investment policy and the delegation arrangement are reviewed at least once a year

4.13.6 All payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Trustees on receipt

4.13.7 The financial expert must not do anything outside the powers of the Trustees

4.14. To arrange for investments or other property of the Charity to be held in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Trustees or of a financial expert acting under their instructions and to pay any reasonable fee required

4.15. To insure the property of the Charity against any foreseeable risk and take out other insurance policies to protect the Charity when required

4.16. To insure the Trustees against the cost of a successful defence to a criminal prosecution brought against them as charity trustees or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty, unless the Trustee concerned knew that, or was reckless whether, the act or omission was a breach or trust or duty.

4.17. Subject to clause 5, to employ paid or unpaid agents, staff or advisers

4.18. To enter into contracts to provide service to or on behalf of other bodies

4.19. To establish subsidiary companies to assist or act as agents for the Charity

4.20. To pay the costs of forming the Charity

4.21. To do anything else within the law∙ which promotes or helps to promote the Object



5.1 The property and funds of the Charity must be used only for promoting the Objects and do not belong to the
Charity but
5.1.1 Members who are not Trustees may be employed by or enter into contracts with the Charity and
receive reasonable payment for goods and services
5.1.2 Members (including Trustees) may be paid interest at a reasonable rate on money lent to the Charity
5.1.3 Members (including Trustees) may be paid a reasonable rent or hiring fee for property let or hired to
the Charity
5.1.4 Individual members who are not Trustees but who are beneficiaries may receive charitable benefits in
that capacity
5.2 A Trustee must not receive any payment of money or other material benefit (whether directly or indirectly) from
the Charity except
5.2.1 as mentioned in clauses 4.16, 5.1.2, 5.1.3 or 5.3
5.2.2 Reimbursement of reasonable outofpocket
expenses (inc1uding hotel and travel costs) actually
incurred in running the Charity
5.2.3 An indemnity in respect of any liabilities properly incurred in running the Charity (including the costs of
a successful defence to criminal proceedings)
5.2.4 Payment to any company in which a Trustee has no more than a 1 per cent shareholding.
5.2.5 in exceptional cases, other payments or benefits (but only with the written approval of the Commission
in advance)
5.3 Any Trustee (or any firm or company of which a Trustee is a member or employee) may enter into a contract
with the Charity to supply goods or services in return for a payment or other material benefit but only if
5.3.1 The goods or services are actually required by the Charity
5.3.2 The nature and level of the remuneration is no more than is reasonable in relation to the value of the
goods or services and is set in accordance with the procedure in clause 5.4
5.3.3 No more than one half of the Trustees are subject to such a contract in any financial year
5.4 Whenever a Trustee has a personal interest in a matter to be discussed at a meeting of the Trustees or a
committee the Trustee concerned must:
5.4.1 Declare an interest at or before discussion begins on the matter
5.4.2 Withdraw from the meeting for that item unless expressly invited to remain in order to provide
5.4.3 Not be counted in the quorum for that part of the meeting
5.4.4 Withdraw during the vote and have no vote on the matter
5.5 This clause may not be amended without the prior written consent of the Commission

The liability of members is limited
Every member promises. if the Charity is dissolved while he, she or it remains a member or within 12 months
afterwards, to pay up to £1 towards the costs of dissolution and the liabilities incurred by the Charity while the
contributor was a member
8.1 If the Charity is dissolved the assets (if any) remaining after provision has been made for all its liabilities must be
applied in one or more of the following ways:
8.1.1 By transfer to one or more other bodies established for exclusively charitable purposes within, the
same as or similar to the Objects
8.1.2 Directly for the Objects or charitable purposes within or similar to the Objects
8.1.3 In such other manner consistent with charitable status as the Commission approve in writing in
8.2 A final report and statement of account must be sent to the Commission

9.1 Words and expressions defined in the Articles have the same meanings in this Memorandum.
9.2 References to an Act of Parliament are references to the Act as amended or reenacted
from time to time and
to any subordinate legislation made under it.

Articles of Association of Oblong Ltd

Companies House Act 1985 & 1989
Company Limited by Guarantee and Not having a share capital

Registered Office: 197 Woodhouse Street, Leeds, LS6 2NY



1.1 The number of members with which the company proposes to be registered is unlimited .
1.2 The Charity must maintain a register of members
1.3 Membership of the Charity is open to any individual or organisation interested in promoting the Objects who
1.3.1 Applies to the Charity in the form required by the Trustees
1.3.2 Is approved by the Trustees and
1.3.3 Signs the Register of members or consents in writing to become a member either personally or (in the
case of a member organisation) through an authorised representative.
1.4 The Trustees may establish different classes of membership and prescribe their respective privileges and
duties and set the amounts of any subscriptions
1.5 Membership is terminated if the member concerned
1.5.1 Gives written notice of resignation to the Charity
1.5.2 Dies or (in the case of an organisation) ceases to exist
1.5.3 Is six months in arrears in paying the relevant subscription (but in such a case the member may be
reinstated on payment of the amount due) or
1.5.4 is removed from membership by resolution of the Trustees on the ground that in their reasonable
opinion the members continued membership is harmful to the Charity ( but only after notifying the member
in writing and considering the matter in the light of any written representations which the member concerned
puts forward within 14 clear days after receiving notice)
1.6 Membership of the Charity is not transferable



2.1 Members are entitled to attend general meetings either personally or (in the case of an organisation) by an
authorised representative. General meetings are called on at least clear 21 days written notice specifying the
business to be discussed
2.2 There is a quorum at a general meeting if the number of members or authorised representatives personally
present is at least 5 (or 5%of the members if greater)
2.3 The Chairperson or if the Chairperson is unable or unwilling to do so) some other members elected by those
present presides at a general meeting
2.4 Except where otherwise provided by the Act, every issue is decided by a majority of votes cast
2.5 Except for the chairman of the meeting, who has a second or casting vote, every member present in person or
through an authorised representative has one vote on each issue
2.6 A written resolution signed by all those entitled to vote at a general meeting is as valid as a resolution actually
passed at a general meeting (and for this purpose the written resolution may be set out in more than one document
and will be treated as passed on the date of the last signature)
2.7 The Charity must hold an AGM in every year which all the members are entitled to attend. The first AGM may be
held within 18 months after the Charity's incorporation
2.8 At an AGM the members:
2.8.1 Receive the accounts of the Charity for the previous financial year
2.8.2 Receive the Trustees' report on the Charity's activities since the previous AGM
2.8.3 Accept the retirement of those Trustees who wish to retire or who are retiring by rotation
2.8.4 Elect persons to be Trustees to fill the vacancies arising
2.8.5 Appoint auditors for the Charity
2.8.6 May confer on any individual the honorary title of Patron, President or VicePresident
of the Charity and
2.8.7 Discuss and determine any issues of policy or deal with other business put before them
2.9 Any general meeting which is not an AGM is an EGM

2.10 An EGM may be called at any time by the Trustees and must be called within 28 days on a written request
from at least 10 members



3.1 The Trustees as charity trustees have control of the Charity and its property and funds
3.2 The Trustees when complete consists of at least three and not more than twelve individuals, all of whom
must be members
3.3 The subscribers to the Memorandum are the first Trustees of the Charity
3.4 Every Trustee must sign a declaration of willingness to act as a charity trustee of the Charity before he or she is
eligible to vote at any meeting of the Trustees .
3.5 All Trustees must retire at each AGM.
3.6 A Trustee's term of office automatically terminates if he or she:
3.6.1 Is disqualified under the Charities Act 1993 from acting as a charity trustee
3.6.2 is incapable, whether mentally of physically, of managing his or her own affairs
3.6.3 is absent from three consecutive meeting of the Trustees
3.6.4 Ceases to be member but such a person may be reinstated by resolution passed by all the other
Trustees on resuming membership of the Charity before the next AGM
3.6.5 Resigns by written notice to the Trustees (but only if at least two Trustees will remain in office)
3.6.6 Is removed by resolution passed by at least 75% of the members present and voting at a general
meeting after the meeting has invited the views of the Trustee concerned and considered the matter in the
light of any such views
3.7 The Trustees may at any time coopt
any person duly qualified to be appointed as a Trustee to fill a vacancy in
their number or as an additional Trustee, but a coopted
Trustee holds office only until the next AGM
3.8 A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not
invalidate decisions taken at a meeting



4.1 The Trustees must hold at least 4 meetings each year
4.2 A quorum at a meeting of the Trustees is 3 Trustees
4.3 A meeting of the Trustees may be held either in person or by suitable electronic means agreed by the Trustees
in which all participants may communicate with all the other participants
4.4 The Chairperson or (or if the Chairperson is unable or unwilling to do so) some other Trustee chosen by the
Trustees present presides at each meeting
4.5 Every issue may be determined by a simple majority of the votes cast at a meeting but a written resolution
signed by all the Trustees is as valid as a resolution passed at a meeting (and for this purpose the resolution may
be contained in more than one document and will be treated as passed on the date of the last signature)
4.6 Except for the chairperson of the meeting who has a second or casting vote, every Trustee has one vote on
each issue
4.7 A procedural defect of which the Trustees are unaware at the time does not invalidate decisions taken at a



The Trustee5.1 to appoint (and remove) any member (who may be a Trustee) to act as Secretary to the Charity in
accordance with the Act
5.2 To appoint a Chairperson, Treasurer and other honorary officers from among their number
5.3 To delegate any of their functions to committees consisting of two or more individuals appointed by them (but at
least 1 member of every committee must be Trustee and all proceedings of committees must be reported promptly
to the Trustees)
5.4 To make Standing Orders consistent with the Memorandum, these Article, and the Act to govern proceedings at
general meetings
5.5 To make Rules consistent with the Memorandum, these Articles and the Act to govern proceedings at their
meetings and at meetings of committees
5.6 To make Regulations consistent with the Memorandum, these Articles and the Act to govern the administration
of the Charity and the use of its seal (if any)
5.7 To establish procedures to assist the resolution of disputes within the Charity
5.8 To exercise any powers of the Charity which are not reserved to a general meeting



6.1 The Trustees must comply with the requirements of the Act and of the Charities Act 1993 as to keeping financial
records, the audit of accounts and the preparation and transmission to the Registrar of Companies and the
Commission of:
6.1.1 Annual reports
6.1.2 Annual returns
6.1.3 Annual statements of account
6.2 The Trustees must keep proper records of
6.2.1 All proceedings at general meetings
6.2.2 All proceedings at meetings of the Trustees
6. 6.2.4 all professional advice obtained
6.3 Accounting records relating to the Charity must be made available for inspection by any Trustee at any
reasonable time during normal office hours and may be made available for inspection by members who are not
Trustees if the Trustees so decide ..
6.4 A copy of the Charity's latest available statement of account must be supplied on request to any Trustee or
member or to any other person who makes a written request and pays the Charity's reasonable costs within two



7.1 Notices under these Articles may be sent by hand, or by post or by suitable electronic means or (where
applicable to members generally) may be published in any suitable journal or newspaper or any newsletter
distributed by the Charity .
7.2 The only address at which a member is entitled to receive notices is the address shown in the register of
7.3 Any notice given in accordance with these Articles is to be treated for all purposes as having been received
7.3.1 24 hours after being sent by electronic means or delivered by hand to the relevant address
7.3.2 Two clear days after being sent by first class post to that address
7.3.3 Three clear days after being sent by second class or overseas post to that address
7.3.4 On the date of publication of a newspaper containing the notice
7.3.5 On being handed to the member (or, in the case of a member organisation, its authorised
representative) personally or if earlier.
7.3.6 as soon as the member acknowledges actual receipt
7.4 A technical defect in the giving of notice of which the Trustees are unaware at the time does not invalidate
decisions taken at a meeting

The provisions of the Memorandum relating to dissolution of the Charity take effect as though repeated here
2.3 All reports of committees and

In the Memorandum in and in the Articles:
9.1 'The Act’ means the Companies Act 1985
'AGM' means an annual general meeting of the Charity
'Authorised representative' means an individual who is authorised by a member organisation to act on its
behalf at meetings of the Charity and whose name is given to the Secretary
'Chairperson' means the chairperson of the Trustees
'the Charity' means the company governed by these articles
'charity trustee' has the meaning prescribed by section 97 (1) of the Charities Act 1993
'clear day' means 24 hours from midnight following the relevant event
'the commission' means the Charity Commissioners for England and Wales
'EGM' means an extraordinary general meeting of the Charity
'financial expert' means an individual, company or firm who is an authorised person or an
exempted person within the meaning of the Financial Services Act 1986
'material benefit' means a benefit which may not be financial but has a monetary value
'member' and 'membership' refer to membership of the Charity means the Charity's memorandum of
'Memorandum association
'month' means calendar month
'the objects' means the Objects of the Charity as defined in clause 3 of the Memorandum
'Secretary' means the Secretary of the Charity
'Trustee' means a director of the Charity and 'Trustees' means all of the directors
'Written' or 'in writing' means the Secretary of the Charity
'Year' means calendar year

9.2 Expressions defined in the Act have the same meaning

9.3 References to an Act of Parliament are to the Act as amended or reenacted
from time to time and to any
subordinate legislation made under it