The Companies Acts 1985 and 1989 Company Limited by Guarantee and not
having a Share Capital
Memorandum of Association of NEW
ATLANTIS 1.
The Company's name is NEW ATLANTIS
(and in this document it is called "the Charitable Company"). 2.
The Charitable Company's registered office is to be situated in England
and Wales. 3.
The Charitable Company's Objects ("the Objects") are; (1)
the promotion of commerce, art, science, education, health, religion or
belief system, charity or any profession and anything incidental or conducive to
these objectives; (2)
to improve the quality of life of its members; (3)
the establishment,
promotion and administration of an independent virtual country, an honour based
society, known as New Atlantis, which will strive for and acknowledge excellence
in all ways; (4)
to research, promote, establish and administer communities or branches by
peaceful means within any country or place or on any structure, but not to in
any way try to take over another's sovereign area or property; (5)
to promote the spreading
of knowledge, understanding, peace and justice between all people, and
governments; (6)
to improve the quality
of life of all citizens of all countries where this does not conflict with the
above objectives; (7)
to promote the understanding of humanity, responsible care of the
environment and earth's resources, endangered species, and the welfare of all
creatures. (8)
to promote the concept of shared decision making in a non adversarial
way, the development of systems of law, that all citizens understand, and
methods of administration that will be beneficial to all citizens; the concept
of individual rights, responsibilities, and honour; and to encourage others to
take part in the definition of a perfect country and to encourage other
countries to borrow from this philosophy. (9)
the promotion and support of the electronic information service or BBS
known as Atlantis Virtual World, or any successor which access is and will be
for all time, free to all people, and available on a public telephone service. 4.
In furtherance of the Objects, but not otherwise, the Charitable Company
may exercise the following powers: (1)
to draw, make, accept, endorse, discount, execute and issue promissory
notes, bills, cheques and other instruments, and to operate bank accounts in the
name of the Charitable Company; (2)
to raise funds and to invite and receive contributions: provided that in
raising funds the Charitable Company shall not undertake any substantial
permanent trading activities; (3)
to recruit members of various grades, encourage members to progress to
higher grades, and to gain a greater understanding of all things; (4)
to carry out research,
collect data, information or knowledge, to carry on discussions, test theories, (a)
and
to store or publish any of these; (b)
to
establish special projects towards this end, such as the Choices Project which
attempts to define all the major decisions throughout life, the choices
available, and likewise for a civilisation the ideal structure, system of laws,
methods of administration, representation and other factors; (c)
the development of the Reports Club, so as to make available to as many
members as possible the results of the work undertaken; (d)
the development of correspondence courses, or self help kits, on a range
of topics. (5)
to carry out any
enquiry, or research on any event, situation or topic, and to produce a report
and publicise the findings. (6)
to establish as a
division of the Charitable Company, an institution to be known as the New
Atlantis University of Life, and for this to undertake the expansion or
extension of learning, or the pursue of knowledge and to issue degrees
acknowledging achievements; to administer a correspondence course exchange and
promote on its own, or with others distant learning and courses of all types. (7)
to establish and manage
as divisions of the Charitable Company various orders of knighthood, which shall
promote the concept of honour; (8)
to acquire, alter, improve and (subject to such consents as may be
required by law) to charge or otherwise dispose of, let out, manage or deal in
or with in any way, land or property; (9)
subject to clause 5 below to employ such staff, who shall not be
directors of the Charitable Company (hereinafter referred to as "the
trustees"), as are necessary for the proper pursuit of the Objects; (10)
to establish or support any
trusts, associations, clubs or institutions formed to carry out any aspect of
the Objects, as well as any New Atlantis trusts as defined in the rules of
membership. (11)
to support any charitable trusts, associations or institutions with all
or any of the Objects, or under the rules; (12)
to co-operate with other charities, voluntary bodies and, statutory
authorities operating in furtherance of the Objects or similar charitable
purposes and to exchange information and advice with them; (13)
to pay out of the funds of the Charitable Company the costs, charges and
expenses of and incidental to the formation and registration of the Charitable
Company, and any percentage deemed appropriate by the trustees of the costs of
the promotion and or formation
of any other trust, club or other organisation, where in doing so helps to
achieve the same Objects; (14)
to carry on any business of any description, which may seem to the
Charitable Company, capable of advantageously or conveniently
being carried on, in connection to, or ancillary to the objectives of the
Charitable Company, or calculated to directly, or indirectly enhance their
value, or render them more profitable, or useful to members. (15)
to do all such other lawful things, as are necessary, for the achievement
of the Objects; 5.
The income and property of the Charitable 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 Charitable Company, and no trustee shall be appointed to any
office of the Charitable Company paid by salary or fees, or receive any
remuneration, or other benefit in
money or money's worth from the
Charitable Company: Provided that nothing in this document shall prevent any
payment in good faith by the Charitable Company: (1)
Of the usual professional charges for business done by any trustee who is
a solicitor, accountant, author, publisher, researcher or other person engaged
in a profession, or by any partner of his or hers, when instructed by the
Charitable Company to act in a professional capacity on its behalf, or other
items or services as defined within the rules: Provided that a trustee shall
withdraw from any meeting at which his or her appointment, or remuneration, or
that of his or her partner, is under discussion, unless a motion to the contrary
is carried at the meeting, or is an exception defined within the rules; (2)
of reasonable and proper remuneration for any, services rendered to the
Charitable Company by any member, officer or servant of the Charitable Company
who is not a trustee; (3)
of interest on money lent by any member of the Charitable Company, or
trustee, at a reasonable and proper rate per annum, not exceeding the published
base lending rate of a clearing bank, to be selected by the trustees; (4)
of fees, remuneration or other benefit in money or money's worth to any
company, of which a trustee may also be a member, holding not more than 1/100th
part of the issued capital of that company, and to pay in full to any company,
individual or organisation, which a trustee is a member of or not, for any
goods, membership recruitment or administration, publications, promotion or
towards the cost of products, publications or other items which help to achieve
the Objectives; (5)
of reasonable and proper rent for premises demised or let by any member
of the Company or a trustee; (6)
to any trustee of reasonable out-of-pocket expenses, and the costs
associated with the President of New Atlantis carrying out his defined role
under the articles and rules, whether a trustee or not. 6.
The liability of the members is limited. 7.
Every member
of the Charitable Company undertakes to contribute such amount as may be
required (not exceeding £100) to the Charitable Company's assets if it should
be wound up while he or she is a member, or within two years after he or she
ceases to be a member, for payment of the Charitable 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
contributors among themselves. 8.
If the Charitable 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 Charitable Company, but
shall be given or transferred to some other Charitable Company or charities
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
Charitable Company by Clause 5 above, chosen by the members of the Charitable
Company, or its President, at or before the time of dissolution and if that
cannot be done then to some other charitable object. We, the persons whose names
and addresses are written below, wish to be formed into a company under this
memorandum of association. Signatures, Names and
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