The Swanage Railway Trust
- Memorandum of Association
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THE COMPANIES ACT 1985 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION 1. The name of the Company is The Swanage Railway Trust (hereinafter called "the Trust"). 2. The registered office of the Trust will be situated in England. 3. The Trust’s objects are: (i) To preserve and restore for the public benefit items of historical, architectural, engineering or scientific value in connection with railways; and (ii) To advance the education of the public in the history and development of railway transportation. And in furtherance of the above objects but not further or otherwise the Trust shall have the following powers:- A. To study, compile records on and acquire, restore, preserve and maintain railway lines, locomotives, rolling stock and other items of railway interest, and to provide training and instruction in such activities and in particular but without prejudice to the generality of the foregoing those associated with the Isle of Purbeck, the former London and South Western Railway, other Railways which were in existence in Southern England during and before the year of nineteen hundred and twenty-three, the Southern Railway, and the Southern Region of British Railways, and to enter into such agreements and to take all such steps as may be necessary for these purposes, and to organise, sponsor and support displays and such other shows and events for the provision and stimulation of information, education and interest in such vehicles and other items of railway interest. B. To take over the whole of the assets, rights and liabilities of the existing unincorporated Trust known as The Southern Steam Trust and to enter into such agreement and to take all such steps as may be necessary for the purpose. C. To manufacture, produce, print, engrave, publish, edit, distribute, buy, sell and deal in newspapers, periodicals, posters, leaflets, books, booklets, maps, guides, calendars, films, film strips, photographs, records, record cards prints, art works and other visual and audio aid material provided that the Trust shall not engage in any activities which are in the nature of permanent trading in raising funds for the said objects. D. To acquire by gift, devise, purchase, lease, hire or otherwise, any real or personal property, and any estate or interest therein, and any rights or privileges necessary or convenient, or capable of being used or applied for any of the purposes of the Trust, and, subject to such consents as may be required by law, to sell, lease, lend or dispose of, or otherwise deal with all or any part of the same in such manner as may be thought fit with a view to the promotion of the objects of the Trust. E. To accept any bequest, devise, gift or donation whatsoever (whether of money or of property of any description) towards the objects of the Trust and to apply the same or the proceeds of sale or realisation thereof to the objects of the Trust or to invest the same or such proceeds, and to apply the income arising therefrom, for any of the objects of the Trust. F. Generally to obtain money for the objects of the Trust in any lawful manner and to invest, apply or deal with in such lawful manner as may be considered most desirable for effecting such objects. G. To invest any moneys of the Trust not immediately required for its purposes in or upon such investments securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided. H. Subject to such consents (if any) as may be required by law, to borrow or to raise money and for the purpose of securing any debt or obligation of the Trust to mortgage or charge all or any part of its property and assets, present or future. I. To aid and co-operate with any charitable association, society or corporation in Great Britain or Northern Ireland having among its objects the preservation of any transport relics or other material or things the preservation of which is included within the objects of the Trust and to liaise and co-operate with any company operating the Swanage to Wareham railway or any part thereof. J. To subscribe, make donations or loans (provided such loans are made in direct furtherance of its objects or for investment purposes) to any such association society, trust or corporation as aforesaid with a view to obtaining any advantages or benefits for or promoting the objects of the Trust or to amalgamate with any such body having charitable objects similar to those of the Trust. K. To set up, maintain, manage or to assist in the setting up and maintenance or management of, charitable museums or other premises for the purpose of the preservation and public exhibition of transport relics, books, drawings, records documents, sound and visual recordings, cinematograph films and photographs as aforesaid and to act in any trust for or as trustee of any property devoted to such purposes. L. To do all such other lawful things or to enter such agreements as may be appropriate or necessary to the attainment or furtherance of the above objects. PROVIDED THAT:- 1. In case the Trust shall take or hold any property which may be subject to any trusts, the Trust shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts. 2. The objects of the Trust shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers. 3. In case the Trust shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Trust shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law and as regards any such property the Council of Management or Governing Body of the Trust shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults and for the due administration of such property in the same manner and to the same extent as they would as such Council of Management or Governing Body have been if no incorporation had been effected and the incorporation of the Trust shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Council of Management or Governing Body but they shall as regards any such property be subject jointly and separately to such control or authority as if the Trust were not incorporated. 4. The income and property of the Trust shall be applied solely towards the promotion of its objects 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 members of the Trust and no member of its Council of Management or Governing Body shall be appointed to any office of the Trust paid by salary or fees, or receive any remuneration or other benefit in money or money's worth from the Trust. Provided that nothing herein shall prevent any payment in good faith by the Trust (a) of reasonable and proper remuneration to any member, officer or servant of the Trust (not being a member of its Council of Management or Governing Body) for any service rendered to the Trust; (b) of reasonable professional or other proper charges to any member of its Council of Management or Governing Body being a solicitor accountant or other person engaged in any profession or business for work done by him or his firm for the Trust; (c) of interest on money lent by any Member of the Trust (or of its Council of Management or Governing Body) for any service rendered to the Trust; (d) of reasonable and proper rent for premises demised or let by any member of the Trust or of its Council of Management or Governing Body; (e) to any member of its Council of Management or Governing Body or any other member of reasonable out-of-pocket expenses; (f) of fees, remuneration or other benefit in money or money's worth to a company of which a Member of its Council of Management or Governing Body may be a member holding not more than one hundredth part of the capital of such company. 5. The liability of members is limited. 6. Every member of the Trust undertakes to contribute to the assets of the Trust, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of debts and liabilities of the Trust contracted before he ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributors among themselves, such amount as may be required not exceeding one pound sterling. 7. If upon winding up or dissolution of the Trust there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Trust, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Trust, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Trust under or by virtue of Clause 4 hereof, such charitable institution or institutions to be determined by the members of the Trust at or before the time of dissolution, or in default thereof by the Secretary of the Heritage Railway Association and if so and so far as effect cannot be given to such provision then to the Transport Trust or some other charitable object. We, the several persons whose names and addresses are subscribed, are desirous of being formed into a Trust in pursuance of this Memorandum of Trust. NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS William Stanley Trite,
District Councillor Stephen William Doughty,
Businessman Mark Robert Woolley,
Bank Official Michael John Hayne,
Bank Official Robert David McGaw,
Shopfitter Robert Ash Noble,
Retired Peter William Renaut,
Civil Servant DATED the 19th day of August 2000 WITNESS to the above Signatures:- S.C. Payne, 122 Kings Road West, Swanage, Dorset, BH19 1HS. |
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| The text of the Swanage Railway Trust Memorandum of Association reproduced here is provided as a service to members. The printed and signed version shall prevail in case of any discrepancy. |