MEMORANDUM & ARTICLES OF ASSOCIATION
CONTENTS
MEMORANDUM
1. NAME
The name of the Company is HUMANITAD FOUNDATION
2. REGISTERED OFFICE
The registered office of the Company is to be situated in England and Wales
3. OBJECTS
The objects of the Foundation are:
3.1 To promote a spirit of universal fellowship, tolerance and conscious evolution through the coordination and implementation of music, arts, cultural and intellectual programs, projects, initiatives and events around the world.
3.2 To promote universal fellowship, tolerance, peace and goodwill through education initiatives, projects and programs across the globe for the benefit of humankind
3.3 To assist in or initiate emergency relief aid/ resettlement & housing/ human rights/ food & famine relief programs in nations around the globe.
4. POWERS
The Foundation 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 co-operate 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
4.8 to acquire or hire property of any kind and to maintain and equip it for use
4.9 to let or dispose of property of any kind
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 investments and the need for diversification)
4.13 to delegate the management of investments to a financial expert or body, but only on the terms that:
4.13.1 the investment policy is set down in writing for the financial expert/body by the Trustees
4.13.2 every transaction is reported promptly to the Trustees
4.13.3 the performance of the investments 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/body 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/body must not do anything outside the powers of the Trustees
4.14 to arrange for investments or other property of the Foundation 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/body acting under their instructions and to pay any reasonable fee required
4.15 to insure the property of the Foundation against any foreseeable risk and take out other insurance policies to protect the Foundation when required
4.16 to insure the Trustees against the costs of a successful defence to a criminal prosecution brought against them as trustees or against personal liability incurred in respect of any act or omission which is alleged to be a breach of trust or breach of duty, unless the Trustee(s) concerned knew about or were reckless regarding the act or omission which was a breach of trust or breach of duty
4.17 to employ paid or unpaid agents, staff or advisers
4.18 to enter into contracts to provide services to or on behalf of other bodies
4.19 to establish subsidiary companies to assist or act as agents for the Foundation
4.20 to pay the costs of forming the Foundation
4.21 to do anything else within the law which promotes or helps to promote the Objects
5. POWER OF TRUSTEES
The Trustees have the following powers in the administration of the Foundation:
5.1 to appoint (and remove) any members (who may be a Trustee) to act as Secretary to the Foundation in accordance with the Act
5.2 to appoint (and remove) a Chairman, Treasurer and other honorary officers from among their number
5.3 to delegate any of their functions to committees consisting of 2 or more individuals appointed by them (but at least 1 member of every committee must be a Trustee and all proceedings of committees must be reported promptly to the Trustees)
5.4 to make Rules consistent with the Memorandum, these Articles 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 meeting 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 Foundation and the use of its seal (if any)
5.7 to establish procedures to assist the resolution of disputes within the Foundation
5.8 to exercise any powers of the Foundation which are not reserved to a general meeting
6. RECORDS & ACCOUNTS
6.1 the Trustees must comply with the requirements of the Companies Act as to keeping financial records, the audit of accounts and the preparation and transmission to the Registrar of Companies
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
6.2.3 all reports of committees and
6.2.4 all professional advice obtained
6.3 accounting records relating to the Foundation 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 Foundation’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 Foundation’s reasonable cost, within 2 months
7. BANK ACCOUNT
7.1 any bank account in which any assets of the Foundation are deposited shall be operated by the Trustees and shall be held in the name of the Foundation. All cheques and orders for the payment of money from such account shall be signed by at least two Trustees
8. NOTICES
8.1 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 national newspaper circulating in area of benefit or any newsletter distributed by the Foundation
8.2 the only address at which a member is entitled to receive notices is the address shown in the register of members
8.3 any notice given in accordance with these Articles is to be treated for all purposes as having been received:
8.3.1 24 hours after being sent by electronic means or delivered by hand to the relevant address
8.3.2 2 clear days after being sent by first class post to that address
8.3.3 3 clear days after being sent by second class or overseas post to that address
8.3.4 on the date of publication of a newspaper containing the notice
8.3.5 on being handed to the member (or, in the case of a member organisation, its authorised representative) personally or, if earlier,
8.3.6 as soon as the member acknowledges actual receipt
8.4 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
9. DISSOLUTION
The provisions of the Memorandum relating to dissolution of the Foundation take effect as though repeated here
10. INTERPRETATION
In the Memorandum and in these Articles:
10.1 “The Act” means the Companies Act 1985
“AGM” means an annual general meeting of the Foundation
“area of benefit” means worldwide
“these Articles” means these articles of association
“authorised representative” means an individual who is authorised by a member organisation to act on its behalf at meetings of the Foundation and whose name is given to the Secretary
“Secretary-General” means the chairman of the Trustees
“the Foundation” means the company governed by these Articles
“Foundation trustee” has the meaning of company director
“clear day” means 24 hours from midnight following the relevant event
“EGM” means an extraordinary general meeting of the Foundation
“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 Foundation
“Memorandum” means the Foundation’s Memorandum of Association
“month” means calendar month
“the Objects” means the Objects of the Foundation as defined in clause 3 of the Memorandum
“Secretary” means the Secretary of the Foundation
“taxable trading” means carrying on a trade or business on a continuing basis for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects
“Trustee” means a director of the Foundation and “Trustees” means all of the directors
“written” or “in writing” refers to a legible document on paper [not] including a fax message
“year” means calendar year
10.2 Expressions defined in the Act have the same meaning
10.3 References to an Act of Parliament are to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it
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OBJECTS
Object 1
To promote a spirit of universal fellowship, tolerance and conscious evolution through the coordination and implementation of music, arts, cultural and intellectual programs, projects, initiatives and events around the world.
METHOD
By the galvanising of theological, political and commercial bodies and agents from around the world via the direct influence and resources of key theological, political and commercial figureheads and with persons from all nations and creeds who are connected with the Humanitad Foundation as Trustee, advisors and or Ideological advocates and contributors. The advisors and advocates adjunct to the Humanitad Foundation will be used for protocol and advice and will keep the foundation informed in to current issues and relevant information pertaining to the foundations objectives.
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Object 2
To promote universal fellowship, tolerance, peace and goodwill through education initiatives, projects and programs across the globe for the benefit of humankind
METHOD
Humanitad is allying itself to select leading individuals and institutions from around the world in order to establish a long-term programme which seeks to identify the generic alphabet existing between the diverse cultures, creeds and religions on earth. The Humanitad Education program is seeking to develop generic curricula as well as educational methods and tools which may become inculcated into the varying curricula in nations around the world. Such curricula/ educational methods and tools will promulgate an invigorated educative stance in that they will promote a universally informed and appraised ethos of tolerance and fellowship.
The Humanitad projects, initiatives and program(s) will seek to promote fellowship beyond all divides and will instigate and further its objectives globally through the political, diplomatic, theological, academic, luminary and celebrity support, advocacy and goodwill relations which it maintains. Such relationships will continue to be forged between the foundation and key individuals and institutions.
The Foundation will be involved in the building and running of educational institutes/schools that will train such teachers and or other such voluntary groups as to how to promote the teaching of ethnic, color, religious and political tolerance in those areas of the world that the foundation feels is necessary. The Foundation shall employ such experts in all the initiatives whether voluntary or otherwise to train and teach those groups or individuals who will be directly involved and connected to the Humanitad Foundation.
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Object 3
To assist in or initiate emergency relief aid/ resettlement & housing/ human rights/ food & famine relief programs in nations around the globe.
METHODS
Emergency relief covers the whole spectrum of relief aid.
The Humanitad Foundation will join hands with other such agencies and/ or organisations to help make fluid any assistance that may be required when emergency aid is required. The emergency relief aid covers air, land or sea transport, medical aid, food and shelter. It will also cover other diverse humanitarian issues that are covered in the foundations objectives.
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Fund-raising:
Fundraising and commercial activities
Humanitad will generate funding via the following means:
Sponsorships:
Via the commercial alliance of select brands and companies wishing to ally themselves with the programs, initiatives, projects and events generated by Humanitad.
Fees:
Humanitad will position itself as an international humanitarian and philanthropic agency with a mandate for project and programme creation, consultancy, implementation, management and administration. This may include joint-venturing with international entities committed to the same objectives: dialogue, housing and resettlement, agro- irrigation (famine-relief), medical aid and emergency relief as well as development programs, projects and initiatives which contribute directly to the betterment of peoples and nations.
Fundraising Galas:
Humanitad may stage celebrity dinners, fashion shows, celebrity auctions and galas in order to generate funding.
Licensing Alliances:
Humanitad will generate further revenues through alliance with select brands and institutions whose products and/or services may allow ‘trickle’ funding through licensing the symbol of universal tolerance (the Humanitad sun symbol) ie:for limited edition soft-drink cans, clothing items, accessories etc.. The same principle will apply to the alliance of the Humanitad symbol to a credit card.
Project Ownerships & Copyrights:
Revenues will be generated through the inflow of royalties on audio- visual products stemming from the programmes, projects and events which Humanitad will create and orchestrate. Further revenues will be realised through ticket sales and receipts generated at events produced via Humanitad as well as on-going concerns ie: The Monument to Mankind - ad infinitum partial and/or full ownership of revenue generating projects, programmes, attractions and spectacles.
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