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| 1. | The name of the association is 'THE LONG DISTANCE WALKERS ASSOCIATION LIMITED' (hereinafter to be referred to as 'the Association'). |
| 2. | The Company's registered office is situate in England and Wales. |
| 3. | The words and phrases defined in the Articles of Association shall where used in this Memorandum have the meaning set out therein. |
4. | Aims and Policy |
| i) | The aim of the Association shall be to further the common interests of those who enjoy Long Distance Walking. |
| ii) | The Association's interest shall lie mainly in extended walks in rural areas and especially those walks that exceed 20 miles in length. Whilst such walks may be competitive in the sense of a challenge no emphasis shall be placed on any form of racing or road walking. |
| iii) | It shall be the Association's policy as far as possible to cater equally for the following types of Long Distance Walking: |
| | a) | organised marathons and events whether open to all or restricted to members of specific clubs or associations. |
| | b) | walks along long distance footpaths and other open challenges which may be attempted at any time by any individuals or groups. |
5. | Objects and Powers |
| 5.1 | The Association's objects and powers are: |
| 5.1.1 | To acquire and take over all or any part of the assets and liabilities of the present unincorporated body known as 'the Long Distance Walkers Association'; |
| 5.1.2 | To be the governing body of the activity of Long Distance Walking throughout Great Britain and to protect the interests of walkers generally; |
| 5.1.3 | To encourage, promote, develop and support the interests of those who enjoy Long Distance Walking; |
| 5.1.4 | To assist in the preservation and enhancement of the beauty of the countryside and preservation of public access to open country; |
| 5.1.5 | To develop and control all matters pertaining to the organisation of extended walking events especially in rural, coastal, mountainous or moorland areas, especially those exceeding but not limited to 20 miles in length; |
| 5.1.6 | To liaise with other governing bodies and sports associations, both nationally and internationally, with regard to any matter pertaining to the objects set out herein; |
| 5.1.7 | To approve facilities and arrangements for all Long Distance Walking events; |
| 5.1.8 | To promote Long Distance Walking in a positive manner and encourage all people, regardless of sex, race, religion, age and ability, to participate in Long Distance Walking and pioneer new walking routes; |
| 5.1.9 | To provide, co-ordinate and review technical information and guidelines regarding event organisation, equipment design, safety and training appropriate to Long Distance Walking; |
| 5.1.10 | To retain and control all its intellectual property rights in connection with its events; |
| 5.1.11 | To act as final authority over Long Distance Walking and in hearing and determining or otherwise to sit in arbitration over disputes and protests arising from events and Local Groups organised under the auspices of the Association. |
| 5.2 | To do all such things hereafter mentioned as may appear incidental or conducive to the pursuit or attainment of any of the above objects or to the exercise of any power (whether express or implied) possessed by the Association, that is to say (although what follows shall not be taken to limit or better the generality of the foregoing statements):- |
| 5.2.1 | To accept subscriptions, donations, devises and bequests of any real or personal property or estate or effects, and to maintain and alter any of the same as are or may be necessary for any of the objects of the Association; |
| 5.2.2 | To receive and publish information on all aspects of non-competitive walking, including, but without limitation, to the publishing of a programme of Long Distance Walking events, Strider, the Guidelines and the Long Distance Walkers' Handbook; |
| 5.2.3 | To issue appeals, hold public meetings and take such other steps as may be thought appropriate for the purpose of procuring contributions to the funds of the Association in the shape of donations, subscriptions or otherwise; |
| 5.2.4 | To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal estate; |
| 5.2.5 | To sell, lease, mortgage or charge or otherwise deal with all or any part of the property of the Association; |
| 5.2.6 | To construct, maintain and alter any houses, buildings, offices or installation; |
| 5.2.7 | To borrow or raise money and give security for money or money's worth or for any debt, liability or obligation of the Association or of any third party interested in or otherwise having dealings in the ordinary course of business with the Association by the issue of or upon bonds, debentures, debenture stock, bills of exchange, promissory notes or other obligations or securities of the Association or by mortgage or charge upon all or any part of the property of the Association and to give guarantees for the performance of obligations of any third party interested in or otherwise having dealings in the ordinary course of business with the Association; |
| 5.2.8 | To invest funds of the Association on or upon such investments, securities or property as may be thought fit and subject always to the provisions set out in the Articles of Association; |
| 5.2.9 | To undertake and execute any trust or any agency business which may seem conducive to any of the principal objects; |
| 5.2.10 | To subscribe to any local or national charities, and to grant donations for any public purpose or in support of any charitable cause or any such sport event as may be thought fit; |
| 5.2.11 | To establish and support, and to aid in the establishment and support of, other associations formed to promote all or any of the principal objects of the Association; |
| 5.2.12 | To subscribe to, or become a member of, any other association or club whose objects are wholly or partly similar to the objects of the Association, or the establishment or promotion of which may be beneficial to the Association; |
| 5.2.13 | To purchase or otherwise acquire and undertake all or part of the property, assets, liabilities and engagements of any body with which the Association is authorised to amalgamate; |
| 5.2.14 | To incorporate a Limited Liability Company or Companies to carry on all or any parts of the objects of the Association and transfer such parts of the affairs, property and funds of the Association to such Company or Companies as is thought proper by the Executive Committee; |
| 5.2.15 | To carry on business as proprietors of a sports club, with such facilities and accommodation for indoor and outdoor sports or games, changing rooms, refreshments and other amenities as may be thought fit; |
| 5.2.16 | To employ and pay any person or persons (notwithstanding that any such person may happen to be a member of the Association) in return for services rendered to the Association salaries, wages, charges and pensions; |
| 5.2.17 | To insure and arrange insurance cover for and to indemnify its officers, servants and voluntary workers and those of its members as thought fit, from and against all such risks incurred in the course of the performance of their duties as may be thought fit; |
| 5.2.18 | To establish or authorise where necessary local branches (whether autonomous or not); |
| 5.2.19 | To do all such other lawful things as are incidental or conducive to or otherwise in furtherance of the attainment of the above objects or any of them; |
| 5.2.20 | To carry out all these objects and powers in accordance with an equal opportunity policy. It shall be the Association's policy to ensure that all people irrespective of their age, gender, disability, race, ethnic origin, creed, colour social status or sexual orientation shall have a genuine and equal opportunity to participate in Long Distance Walking at all levels and in all roles and to ensure that all present and potential members shall receive fair and equal treatment. The Association shall reserve the right to discipline any Member or employee who discriminates against any person whether a member or not on any of the grounds herein. |
6. | Distribution |
| The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to Members of the Association. |
7. | Limited Liability |
| The liability of the Members is limited. |
8. | Alteration of Memorandum and Articles |
| 8.1 | The Association may not alter the conditions contained in the Memorandum (including this clause) and its Articles except by special resolution of those present at a general meeting of the Association and entitled to vote as provided for in the Articles of Association and to the extent for which express provision is made by the Act; |
| 8.2 | Such a resolution shall be signed by a proposer and a seconder who are current members of the Association and shall be received by the Chairman or General Secretary at least 42 days before the meeting unless otherwise specified in the Articles of Association. |
9. | Undertaking to Distribute Assets |
| Every Member of the Association save Junior Members (as defined in the Articles) undertakes to contribute such amount as may be required (not exceeding £1 [one pound]) to the Association'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 Association'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 contributions among themselves. |
10. | Surplus Assets |
| If on winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Association, but shall be given or transferred to some other association or associations having objects similar to the objects of the Association (whether or not such an association or associations have been established for the promotion of Long Distance Walking) and which shall prohibit the distribution of its or their income and property or any part thereof, such association or associations to be determined by the Association at or before the time of dissolution. |
| We, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum. |
