Regimental Association of the Prince of Wales's Leinster Regiment (Royal Canadians)

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The proposal for the Memorandum of the Association Go Back

Interpretations in the context of this Memorandum

  1. i. "Indemnify": provide compensation for current loss/damage/ expense etc. incurred when performing an authorised duty on behalf of the Association unless specifically exempted within this Memorandum
  2. ii. "Loss": refers to financial loss not physical property loss.
  1. The Association’s name is PRINCE OF WALES’S LEINSTER REGIMENT ASSOCIATION
  2. The Association's nominated office is to be situated at a place in accordance with the Association’s bye laws.
  3. The Association’s objects (the Objects) are;
    1. To actively promote and commemorate the memory of The Prince of Wales’s Leinster Regiment (Royal Canadians) its antecedents and all those who served in the Regiment by all means.
    2. To perpetuate and commemorate the traditions of the Regiment
    3. To provide opportunities for members of the Association to keep in touch through organised events and activities.
  4. In addition to any other powers it may have, the Association has the following powers in order to further the Objects (but not for any other purpose):
    1. To raise funds; in doing so, the Association when undertaking any substantial permanent trading activity must comply with any relevant statutory regulations;
    2. To borrow money and to charge the whole or any part of the property belonging to the Association as security for repayment of the money borrowed.
    3. To co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
    4. To establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
    5. To acquire, merge with or to enter into any partnership or joint venture arrangement with any other club, association or Association formed for any of the Objects;
    6. To set aside such funds as deemed appropriate by the Officers as a reserve against future expenditure and in accordance with a written policy about reserves;
    7. To, in the same manner and subject to the same conditions as if they were the trustees of a trust are permitted to do by the Trustee Act 2000;
      1. Open suitable bank accounts necessary for the operation and maintenance of the Association.
      2. Deposit or invest funds.
      3. To do all such other lawful things as are necessary for the achievement of the Objects;
  5. Liabilities: The Association shall indemnify an Officer against
    1. Any personal expenditure that by virtue of any rule of law is attached to an Officer as a result of performing the authorised duty of that Officer on behalf of the Association.
    2. The following liabilities are excluded from sub-clause (5)(a)
        1. Any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to the performance of the authorised duty approved by the Association.
        2. Fines.
        3. Costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Officer or other officer.
        4. Liabilities to the Association that result from conduct that the Officer or other officer who knew or must be assumed to have known was not in the best interests of the Association or about which the person concerned did not care whether it was in the best interests of the Association or not.
  6. Income & Property:
    1. The income and property of the Association shall be applied solely towards the promotion of the Objects.
    2. An Officer is entitled to be reimbursed from the property of the Association or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Association and with the agreement of the Officers.
    3. None of the income or property of the Association may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the Association. This does not prevent a member who is not also an Officer receiving:
    4. a benefit from the Association in the capacity of a beneficiary of the Association;
    5. reasonable and proper remuneration for any goods or services supplied to the Association
    6. No Officer may:
      1. be employed by or receive any remuneration from the Association;
      2. receive any other financial benefit from the Association unless the payment or transaction is previously and expressly authorised in writing by the Committee;
      3. "Officer" shall include any child, parent, grandchild, grandparent, brother, sister or spouse of the Officer or any person living with the Officer as his or her partner.
  7. Winding Up
    1. Members Liability: Every member promises, if the Association is dissolved while he or she is a member or within twelve months after he or she ceases to be a member, to contribute such sum (not exceeding £1) as may be demanded of him or her towards the payment of the debts and liabilities of the Association incurred before he or she ceases to be a member, and of the costs charges and expenses of winding up, and the adjustment of the rights of the contributories among themselves
    2. The members of the Association may at any time before, and in expectation of, its dissolution resolve that any net assets of the Association after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the Association be applied or transferred in any of the following ways:
      1. directly for the Objects; or
      2. by transfer to any Association or charities for purposes similar to the Objects; or
      3. to any Association for use for particular purposes that fall within the Objects;
    3. In no circumstances shall the net assets of the Association be paid to or distributed among the members of the Association and if no such resolution is passed by the members or the Officers the net assets of the Association shall be applied for charitable purposes as directed by the court.

    We, 　the 　persons 　whose 　names 　and 　addresses 　are 　written 　below, 　propose 　that 　the 　Constitution 　of 　The 　Prince 　of 　Wales’s 　Leinster 　Regiment 　(Royal 　Canadians) 　Regimental 　Association 　is 　replaced 　with 　this 　Memorandum 　of 　Association 　and 　Articles 　& 　Rules 　of 　the 　Association.. 　

    (Names and addresses of Officers)

     

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Last modified: 18-Aug-2009