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The Companies Act 1985
Company Limited by Guarantee
and Not Having a Share Capital




Incorporated on 30th day of May 1990
Company Number: 2506680

The Companies Act 1985
Company Limited by Guarantee and Not Having a Share Capital






(As amended by Special Resolution passed 9th September 1993)

  1. The name of the Company (hereinafter called “the Company”) is U.K.U.U.G. Limited
  2. The Registered Office of the Company is to be situated in England and Wales.
  3. The objects for which the Company is established are
    1. to promote and advance the knowledge, use and application of open computer operating systems using compatibility techniques pioneered by the Unix operating system.
    2. to facilitate the exchange of information and views on the use and development of open systems.

    3. to inform public opinion upon the subject of open systems.

    4. to provide a focus for the standardisation of techniques used in open systems.

    5. to encourage internationalisation of open systems. For the benefit of users of open systems.

    And the Association shall have the following powers exercisable in furtherance of its said objects but not otherwise, namely:

    1. To hold or participate in the holding of conferences and meetings for the reading and delivery of lectures and for the acquisition and dissemination by other means of useful information concerning open systems.

    2. To promote and engage in and commission research and development projects, surveys and investigations into the use, development and application of open systems.

    3. To produce and commission papers, pamphlets, books and instructional material in the use, development and application of open systems.

    4. To purchase, lease or otherwise acquire buildings or land or any estate or interest therein.

    5. Subject to such consents as are required by law to sell, let on lease or tenancy, exchange, mortgage or otherwise dispose of buildings or land or any estate or interest therein.

    6. To repair, renovate, restore, rebuild, convert, alter and extend any building or land.

    7. To buy or otherwise acquire furniture, artifacts, works of art and other articles and equipment for use or exhibition in connection with any buildings or land, and to sell, lease or otherwise dispose of any such furniture, artefacts, works of art, articles or equipment.

    8. To make such arrangements as are necessary to enable the public to view and enjoy any buildings and the exhibitions therein (whether free or at a charge).

    9. By publishing books, pamphlets or leaflets or in any other appropriate manner gratuitously or otherwise to make known to the public the existence of the company.

    10. To undertake and execute any charitable Company.

    11. To co-operate with other charitable organisations having similar objects and to establish, promote or assist such organisations.

    12. To purchase, acquire or undertake all or any of the property, liabilities and engagements of such organisations and institutions with which the Company may co-operate or federate.

    13. To co-operate with any local or public authority or other body concerned to achieve the object of the Company.

    14. To establish public libraries and information retrieval systems and the publications, issue and dissemination by all means of communication of literary and artistic material of an education nature.

    15. To present, promote, organise, provide, manage and produce such seminars, conferences, lectures, exhibitions and concerts.

    16. Subject to Clause 4 hereof to enter into and carry out contracts and in particular to enter into agreements and engagements with administrators, researchers, lecturers, authors, producers, artists, artistes and composers and other persons and retain advisors and to reimburse such persons and advisers by salaries or fees.

    17. To co-operate with manufacturers, dealers, traders, the press and other sources of publicity for the purpose of promoting the objects of the Company.

    18. To raise funds and to invite and receive contributions from any person or persons whatsoever by way of subscription, donation and otherwise.

    19. To take and accept any gifts of property of any description whether subject to any special conditions or not, for the purposes of the Company.

    20. Subject to such consents as may be required by law from time to time and subject as hereinafter provided, to borrow or raise money and to execute and issue security as the Company shall think fit including mortgages, charges or securities over the whole or any part of its assets, present or future.

    21. To draw, accept, endorse, issue or execute promissory notes, bills of exchange, bills of lading, warrants and other negotiable, transferable or mercantile instruments, for the purpose of or in connection with the objects of the Company.

    22. To invest and deal with the moneys of the Company not immediately required in such manner as the Company may from time to time determine 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.

    23. Subject to Clause 4 hereof to employ and remunerate staff, to employ and remunerate agents; and to pay or provide pensions and similar benefits to the staff of the Company and their dependents.

    24. To pay out of funds of the Company the costs of forming and registering the Company.

    25. To do all such other lawful things as shall further the attainment of the objects of the Company.

    PROVIDED that:

    1. In case the Company shall take or hold any property which may be subject to any Companies, the Company shall only deal with or invest the same in such manner as allowed by law, having regard to such Companies.

    2. The objects of the Company shall not extend to the regulation of relations between workers and employers and organisations of workers and organisations of employers.

    3. In case the Company shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales or the Secretary of State for Education and Science, the Company 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 members of the Council of Management or Governing Body of the Company shall be chargeable for any such property that may come into its 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 have been if no incorporation had been effected and the incorporation of the Company shall not diminish or impair any control or authority exercisable by the Chancery Division the Charity Commissioners or the Secretary of State for Education and Science over such Council of Management or Governing Body but they shall, as regards any such property, be subject jointly and severally to such control or authority as if the Company were not incorporated.

  4. The income and property of 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, 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 reasonable and proper remuneration to any officer or servant of the Company or to any member of the Company in return for any services actually rendered to the Company, nor prevent the payment of interest at a rate per annum not exceeding 2% less than the base lending rate prescribed by a clearing bank selected by the Council of Management on money lent or reasonable and proper rent for premises demised or let by any member of the Company.

  5. The liability of the members is limited.

  6. Every member of the Company undertakes to contribute to the assets of the Company 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 payments of the debts and liabilities of the Company 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 contributories among themselves, such and for the amount as may be required not exceeding One pound.

  7. True accounts shall be kept of the sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place, of all sales and purchases of property and goods by the Company 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, such accounts 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 income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors.

See also: Articles of Association
Web version: CC, 27 July 1999
Tel: 01763 273 475
Fax: 01763 273 255
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Page last modified 26 Sep 2011
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