Memorandum of Association

1. Name

The name of the Company is Community Health Action Trust.

2. Registered Office

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

3. Objects

The Charity’s objects (”the Objects”) are
3.1 the advancement of education in medical research and practice
3.2 the relief of poverty

4. Powers

The Charity has the following powers which may be exercised only in promoting the Objects:
4.1 to take over so far as the law will allow the assets of the liabilities of the right to receive legacies left to and the right to receive covenants payable in favour of and the other present functions and activities of the charity known as Community Health Trust Charity Number 1063445 and to continue those functions and activities according to the powers contained in this Memorandum or under any scheme made by the Charity Commission as to replace the trusts and objects of Community Health Action Trust as set out in a Constitution dated the 4th day of April 1993 and to make such applications as are necessary to fulfill this.
4.2 to provide material and practical assistance to persons affected by or living with the AIDS virus.
4.3 to promote health care and health awareness.
4.4 to provide programmes to help the reintegration of marginalised and excluded peoples back into society.
4.5 to participate in the planning and delivery of health services for communities.
4.6 to promote fostering and adoption of children from affected families in communities.
4.7 to support the involvement and training of volunteers in health promotion work.
4.8 to support administer or set up other charities.
4.9 to promote and organise programmes to engage with young people in the community.
4.10 to provide advice, resources and services to those affected by social and economic circumstances.
4.11 to establish and maintain development projects in small scale economic development and medical programmes.
4.12 to establish mentoring programmes.
4.13 to facilitate, encourage and empower men and women into work through the provision of various support initiatives.
4.14 to develop, equip and empower people to be people of integrity in order to face the challenges associated with their roles in society.
4.15 to purchase sell exchange or otherwise obtain or dispose of any equipment and materials including but not limited to books videos tapes compact discs cassettes DVDs records and all other formats for the recording or playing of music speech or film.
4.16 to cause to be written and printed or otherwise reproduced distributed and circulated gratuitously or otherwise periodicals magazines books journals leaflets or other documents films DVDs recorded tapes CDs or other media which are desirable for the promotion of the Charity and its Objects.
4.17 to hold exhibitions meetings lectures classes seminars and courses either alone or with others and to disseminate the proceedings and papers given at such events.
4.18 to commission arrange prepare print publish issue and disseminate any programme pamphlet book documentary film recording or other artistic work and to fix make and receive fees royalties and other charges therefore and for admission to and otherwise in respect of any exhibition performance or display.
4.19 to establish subsidise promote federate amalgamate affiliate or co-operate with and subscribe to any association society company institution or trust which shall be charitable at law and to purchase or otherwise acquire and undertake all or any part of the property assets liabilities and engagements of any such association society company institution or trust and prohibit the payment of any dividend or profit to and the distribution of any of their assets among their members at least to the same extent as such payments or distributions are prohibited in the case of members of the Charity by this Memorandum of Association.
4.20 to issue appeals hold public meetings and take such other steps as may be required for the purpose of procuring contributions to the funds of the Charity in the shape of donations subscriptions or otherwise.
4.21 to carry on and trade insofar as either the trade is exercised in the course of the actual carrying out of the Objects of the Charity or the trade is temporary or ancillary to the carrying out of the said Objects and to incorporate any wholly-owned company to carry on such trade.
4.22 to borrow money and give security for loans but only in accordance with the registrations imposed by the Charities Act 1993.
4.23 to acquire or hire property of any kind.
4.24 to let or dispose of property of any kind but only in accordance with the restrictions imposed by the Charities Act 1993.
4.25 to make grants or loans of money and to give guarantees.
4.26 to set aside funds for special purposes or as reserves against future expenditure.
4.27 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.
4.28 to delegate the management of investments to a financial expert but only on terms that:
4.28.1 the investment policy is set down in writing for the financial expert by the Trustees
4.28.2 every transaction is reported promptly to the Trustees
4.28.3 the performance of the investments is reviewed regularly with the Trustees
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4.28.4 the Trustees are entitled to cancel the delegation arrangement at any time
4.28.5 the investment policy and the delegation arrangement are reviewed at least once a year
4.28.6 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
4.28.7 the financial expert must not do anything outside the powers of the Trustees
4.29 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.
4.30 to insure the property of the Charity against any foreseeable risk and take out other insurance policies to protect the Charity when required.
4.31 to insure the Trustees against the costs 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 of trust or breach of duty.
4.32 subject to Clause 5 to employ paid or unpaid agents staff or advisers.
4.33 to enter into contracts to provide services to or on behalf of other bodies.
4.34 to establish subsidiary companies to assist or act as agents for the Charity.
4.35 to pay the costs of forming the Charity.
4.36 to do anything else within the law which promotes or helps to promote the Objects.

5. Benefit to Memebers & Trustees

5.1 The property and funds of the Charity must be used only for promoting the Objects and do not belong to the members of 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 or services supplied
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
5.1.5 a Trustee for the time being hereof may be remunerated out of the income or property of the Charity or receive other benefits for services rendered to the Charity provided: that at no time shall a majority of the Trustees receive remuneration or other benefits for services rendered to the Charity that any Trustee whom it is proposed to remunerate or confer other benefits upon should not be present during the formal deliberations and decision making relating to any such remuneration or benefits that the Trustees are satisfied that the proposed remuneration or the nature or value or any such other benefit is reasonable and proper having regard to the nature and value of the work carried out or services undertaken by such Trustee and to the income of the Charity; and that the decision to remunerate or confer benefits upon such Trustee and the level of that remuneration and nature and value of any such benefits shall be taken and decided upon by not less that two thirds of all the remaining Trustees
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 4.31 5.1.2 5.1.3 5.1.5 5.3
5.2.2 reimbursement of reasonable out-of-pocket expenses (including 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 one 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 information
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

6. Limited Liability

The liability of members is limited

7. Guarantee

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. Dissolution

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 advance
8.2 A final report and statement of account must be sent to the Commission

9. Interpretation

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 re-enacted from time to time and to any subordinate legislation made under it
9.3 Throughout this Memorandum “charitable“ means charitable in accordance with the laws of England and Wales provided that it will not include any purpose which is not charitable in accordance with Section 7 of the Charities and Trustees Investment (Scotland) Act 2005. For the avoidance of doubt the system of law governing the constitution of the charity is the law of England and Wales.

Articles of Association

1. Membership

1.1 The subscribers to the Memorandum and Articles are the first members of the Charity
1.2 Membership is open to other individuals who:-
1.2.1 apply to the Charity in the form required by the Trustees; and
1.2.2 are approved by the Trustees
1.3 The Trustees from time to time shall be the only members of the Charity
1.4 Membership is not transferable to anyone else
1.5 The Trustees must keep a register of names and addresses of the Members
1.6 Membership is terminated if the member concerned:-
1.6.1 gives written notice of resignation to the Charity
1.6.2 dies
1.6.3 the members ceases to be a Trustee

2. General Meetings

2.1 Members are entitled to attend general meetings personally. General meetings are called on at least clear twenty-one days’ written notice specifying the business to be discussed
2.2 There is a quorum at a general meeting if the number of members personally present is at least three or fifty per cent of the members if greater
2.3 The Chairman or (if the Chairman is unable or unwilling to do so) some other member 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 the 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 members are entitled to attend. The first AGM may be held within eighteen 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 (with his or her consent) the honorary title of Patron President or Vice-President of the Charity and
2.9 discuss and determine any issues of policy or deal with any other business put before them
2.10 Any general meeting which is not an AGM is an EGM
2.11 An EGM may be called at any time by the Trustees and must be called within twenty-eight days on a written request from at least three members

3. The Trustees

3.1 The Trustees as charity trustees have control of the Charity and its property and funds
3.2 The Trustees when complete consist of at least three and not more than nine individuals all of whom must be members
3.3 The subscribers to the Memorandum are the first Trustees of the Charity. Each Trustee shall serve for a period of two years and then shall be eligible to offer themselves for re-election at an AGM
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 One third (or the number nearest one third) of the Trustees must retire at each AGM those longest in office retiring first and the choice between any of equal service being made by drawing lots
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
3.6.2is incapable whether mentally or physically of managing his or her own affairs
3.6.3 is absent from three consecutive meetings of the Trustees
3.6.4 ceases to be a 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 only if at least two Trustees will remain in office
3.6.6 is removed by resolution passed by at least seventy-five per cent 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 co-opt any person duly qualified to be appointed as a Trustee to fill a vacancy in their number or as an additional Trustee but a co-opted 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. Proceedings of Trustees

4.1 The Trustees must hold at least one meeting each year
4.2 A quorum at a meeting of the Trustees is three 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 Chairman or (if the Chairman 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 chairman 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 meeting

5. Powers of Trustees

5.1 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 Chairman 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 one member of every committee must be a Trustee and all proceedings of committees must be reported promptly to the Trustees
5.4 to make Standing Orders 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 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. Records & Accounts

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
6.2.3 all reports of committees
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 months
6.5 Any bank account in which the assets of the Charity are deposited shall indicate the name of the Charity. All cheques and orders for the payment of money from such account and promissory notes, drafts, bills of exchange and other negotiable instruments shall be signed by at least two Trustees or persons duly authorised by the Trustees

7. Notices

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 circulating in area of benefit 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 members
7.3 Any notice given in accordance with these Articles is to be treated for all purposes as having been received
7.3.1 twenty-four 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

8. Dissolution

The provisions of the Memorandum relating to dissolution of the Charity take effect as though repeated here

9. Interpretation

In the Memorandum and in these Articles:
Act“ means the Companies Act 1985
AGM“ means an annual general meeting of the Charity
Articles“ means these articles of association
Chairman“ means the chairman of the Trustees
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 twenty-four hours from midnight following the relevant event
Commission“ means the Charity Commissioners for England and Wales
Constitution“ means the constitution of the charity
EGM“ means an extraordinary general meeting of the Charity
Financial Expert“ means an individual company or firm who is an authorised 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
Memorandum “ means the Charity’s Memorandum of Association
Month“ means calendar month
Object“ means the Object of the Charity as defined in Clause 3of the Memorandum
Secretary“ means the Secretary of the Charity
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 Object
Trustee“ means a director of the Charity and “Trustees“ means all of the directors
Written“ or “in writing“ refers to a legible document on paper including a fax message
Year“ means calendar year

9.1 Words and expressions defined in the Act have the same meanings in these Articles
9.2 References to an Act of Parliament are references to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it
9.3 In any areas of conflict between the terms hereof and the Constitution the terms of the Constitution shall so far as the law may allow prevail