THE COMPANIES ACTS 1985 AND 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION OF CASTLEFORD TOWN CENTRE PARTNERSHIP LIMITED
1. The name of the Company is Castleford Town Centre Partnership Limited
2. The Company’s registered office will be situated in England and Wales.
3. The objects for which the Company is established are to carry on business as a General Commercial Company and any trade or business whatsoever under any lawful purpose pursuant to the Companies Act 1985 as amended, extended or applied by or under any other enactment or as re-enacted and without prejudice thereto but in furtherance thereof:-
(a) To seek to raise Castleford’s civic pride and sense of community to project an image demonstrating Castleford as a sound investment opportunity by the management, promotion and development of Castleford Town Centre as a major regional centre for retail, residential, commercial, cultural, entertainment, tourism and leisure activities to ensure its vitality, viability, expansion and improvement to aid sustainable regeneration.
(b) To co-ordinate retail, commercial, cultural, entertainment, tourism and leisure activities in the external public areas of the Castleford Town Centre.
(c) To encourage the private, public and voluntary sectors to work together to provide a prosperous and vibrant Town Centre and promote a quality environment within Castleford Town Centre for visitors, customers, workers and residents.
(d) To promote and support the highest possible standards of urban design and management for buildings and public spaces within Castleford Town Centre.
(e) To promote a safe, clean and managed Town Centre during the day and night catering for visitors of all ages and local residents.
(f) To promote increased access to Castleford Town Centre by public transport as well as access to and safety around the Town Centre for cyclists and pedestrians.
(g) To co-ordinate the views of Town Centre organisations and businesses to ensure the consultation and involvement of all Town Centre stakeholders in the production of a Business Plan with priorities to form the main part of a concerted action programme to be achieved by innovative means.
4. For the purpose of carrying out the above objects but not further or otherwise the Company shall have the following powers-
(a) to make known to the public the existence of the Castleford Town Centre Company and increase public awareness and interest in the activities of the Town Centre and use of the amenities by publishing books pamphlets or other literature, by the organisation and management of meetings, lectures exhibitions and other events or by any other appropriate means.
(b) to develop the vision and strategy for the implementation of the objectives initiative of the Castleford Town Centre Company to facilitate the promotion of the Town Centre as a prosperous, vibrant, safe and accessible visitor destination, providing quality employment in a high quality environment.
(c) to bid for, negotiate and support bids for resources to secure funding for the Castleford Town Centre Company.
(d) to do all such other things as are necessary for the attainment of the above objects or any of them.
(e) to acquire for the Company by lease or otherwise buildings or land or any estate or interests therein.
(f) to dispose of by sale, let on lease or tenancy, exchange, mortgage or otherwise dispose of buildings or land or any interest therein in the possession of the Company subject to such covenants, conditions and restrictions as are reasonably necessary.
(g) to repair, renovate, restore and rebuild any buildings or land in the possession of the Company.
(h) to purchase or otherwise acquire plant and machinery, furniture and other equipment for use in connection with any such buildings or land; and to sell, lease or otherwise dispose of any such plant and machinery, furniture or other equipment.
(i) to sell, improve, manage, let, mortgage, dispose of or turn to account, exchange let out on hire or otherwise deal with all or any of the property or assets of the Company as may be necessary.
(j) to raise funds by subscriptions, donations, grants, loans or otherwise for the purposes of the Company, invite and accept grants, donations, gifts, loans subscriptions and other assistance in furtherance of the objects of the Company and to conform to any proper conditions upon which the same may be made.
(k) to enter into and carry out contracts.
(l) to employ and remunerate any persons who shall not be directors of the Company to manage, supervise and organise the carrying out of the work of the Company and as employers of staff to make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants.
(m) to enter into arrangement with any Government or Authority (Supreme, Municipal, Local or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any Government or Authority any Charters, Decrees, rights, privileges or concessions which the Company think desirable and to carry out exercise, and comply with any such Charters, Decrees, rights, privileges and concessions.
(n) to enter into and implement arrangements with any Local Authority for the supply by the Local Authority of goods or the provision of any administrative, professional or technical services or the use of any vehicle, equipment or apparatus belonging to a Local Authority or for the carrying out by a Local Authority of works of maintenance in connection with land or buildings the maintenance of which is the responsibility of the Company.
(o) subject to such consent as may be required by law, to borrow or raise money for the purposes of the Company on such terms and on such security (if any) as shall be deemed necessary.
(p) to invest the monies of the Company not immediately required for its purposes in or upon such shares, investments, securities or property as may be thought fit subject nevertheless to such conditions (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.
(q) to make planning applications, applications for consent under byelaws or building regulations and other like applications.
(r) to draw, make, accept, endorse, discount execute and issue promissory notes bills, cheques and other instruments and operate bank or building society accounts in the name of the Company.
(s) to establish and support or aid the establishment and support of any associations or institutions and subscribe or guarantee money for purposes in any way connected with the purposes of the Company or calculated to further its objects.
(t) to co-operate with and enter into any arrangement with educational authorities, charitable organisations, national authorities, local authorities or any persons or bodies interested in the Castleford Town Centre.
(u) to pay out of the funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company.
(v) to provide indemnity insurance to cover the liability of the Directors which by virtue of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty in relation to the Company:
Provided that: -
(i) In case the Company shall take or hold property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law and by having regard to such trusts.
(ii) The objects of the Company shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.
5. The income and property of the Company shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Company, and no Director shall be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Company:
Provided that nothing in this document shall prevent any payment in good faith by the Company: -
(a) of the usual professional charges for business done by any Director who is a solicitor, accountant or other person engaged in a profession, or by any partner of his or hers, when instructed by the Company to act in a professional capacity on its behalf: Provided that at no time shall a majority of the Directors benefit under this provision and that a Director shall withdraw from any meeting at which his or her appointment or remuneration, or that of his or her partner, is under discussion.
(b) of reasonable and proper remuneration for any services rendered to the Company by any member, officer or servant of the Company who is not a Director.
(c) of interest on money lent by any member of the Company or Director at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the Directors.
(d) of fees, remuneration or other benefit in money or money's worth to any company of which a Director may also be a member holding not more than 1/100th part of the issued capital of that Company.
(e) of reasonable and proper rent for premises demised or let by any member of the Company or a Director.(f) to any Director of reasonable out-of-pocket expenses.
6. The liability of the members is limited.
7. Every member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company's assets if it should be wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the Company's debts and liabilities contracted before he or she 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.
8. If the Company is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid to or distributed among the members of the Company, but shall be given or transferred to some other Company or Companies having objects similar to the Objects which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Company by clause 5 above, chosen by the members of the Company at or before the time of dissolution and if that cannot be done then to some other object.