THE COMPANIES ACTS 1985 TO 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION OF EUROPEAN SQUASH FEDERATION
A. The Company's name is EUROPEAN SQUASH FEDERATION (referred to herein under this style or as “the Company” or as “the ESF”).
B. The Company's Registered Office is to be situated in England and Wales.
C. The Company's principles and objects are:
1. to acquire and take over all or any part of the assets and liabilities of the present unincorporated body known as "European Squash Federation”;
2. a. to serve as the World Squash Federation’s (WSF) designated regional federation for the area of Europe;
b. to uphold and enforce the regulations of squash;
c. to promote the growth and general welfare of squash within the area of Europe;
d. to make, amend, uphold and enforce the regulations for European championships and competitions of the ESF;
e. to promote and organise European championships for teams and individuals in singles and doubles;
f. to give member associations, by joint action, a greater influence in their dealings with governing bodies of other sports and other bodies within squash;
g. to preserve the integrity of squash as a sport;
h. to strengthen the bonds of friendship between existing member associations and to encourage the formation of new member associations;
i. to employ the funds of the ESF in such a manner as shall be deemed expedient in the interests of squash
j. to ensure mutual recognition of penalties imposed by the WSF, other regional federations and member associations;
k. to observe the general and fundamental principles of the Olympic charter;
l. to do all such lawful things as will further or are conducive or incidental to the attainment of the principles and objects of the ESF or any of them.
D. The ESF has the following powers, exercisable in furtherance of its said principles and objects but not otherwise:
a. to collect and receive money and funds by way of contributions, donations, subscriptions, legacies, grants or any other lawful method, and to accept and receive gifts of property of any description for or towards all or any of the principles and objects of the ESF;
b. to provide appropriate services of any sort whatsoever for any body or person interested in or associated with squash;
c. to purchase, take on lease, or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, maintain and alter buildings or erections;
d. to sell, let or mortgage, dispose of or turn to account all or any of the property or assets of the ESF;
e. to borrow or raise money for the principles and objects of the ESF on such terms and on such security as may be thought fit;
f. to take and accept gifts of money, property or other assets whether subject to any special trust or not for any one or more of the principles and objects of the ESF;
g. to issue appeals and take such other steps as may be required for the purpose of procuring contributions to the funds of the ESF in the shape of donations, subscriptions or otherwise;
h. to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques or other instruments and to operate bank accounts;
i. to invest monies of the ESF not immediately required for its purposes in or upon such investments or property as may be thought fit subject nevertheless to such condition (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided;
j. to make any donations in cash or assets or establish or support or aid in the establishment or support of or guarantee, constitute or lend money (with or without security) to or for any charitable associations or institutions in any way connected with the purposes of the ESF or calculated to further its principles and objects;
k. to undertake and execute charitable trusts;
l. to engage and pay any person or persons whether on a full-time or part-time basis or whether as consultant or employee to supervise, organise, carry on the work of or advise the ESF;
m. to make any reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of staff, employees or former employees of the ESF and their husbands, wives and other dependants;
n. to initiate support and co-operate with others in proposals and activities calculated to assist in the promotion of the ESF's principles and objects;
o. to do all such lawful things as will further or are conducive and incidental to the attainment of the principles and objects of the ESF or any of them.
1. The official language of the ESF shall be English.
2. The directors may, should they decide that it would be in the best interests of the ESF, arrange for translations/interpretation into other languages.
3. If there is any difference of interpretation between the English version and any translation of these Memorandum and Articles or the regulations of squash, the English version shall prevail.
F. The liability of the members is limited.
G. Use of Funds
1. The income and property of the Company shall be applied solely towards the promotion of its principles and objects as set out in clause C of this Memorandum of Association.
2. No part of the income and property of the Company shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise to the members of the company.
3. No director of the Company shall be appointed to any office of the Company in respect of which a salary or fee is payable.
4. No benefit in money or money’s worth shall be given by the Company to any director except repayment of out-of pocket expenses.
H. Every guarantee member of the Company undertakes to contribute such amount as may be required (not exceeding GBP1) to the assets of the Company in the event of its being wound up whilst a guarantee member or within one year after ceasing to be a guarantee member, for payment of the debts and liabilities of the Company contracted before ceasing to be a guarantee member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributors amongst themselves.
I. If on the winding-up of the Company any property remains after satisfaction of all the Company’s debts and liabilities, such property shall not be paid to or distributed among the guarantee members of the Company but shall be returned to funding bodies or with their agreement be transferred to some other charitable body or bodies (whether incorporated or unincorporated) whose objects are altogether or in part similar to the objects of the Company and whose constitution restricts the distribution of income and assets among guarantee members to an extent at least as great as does clause I of this Memorandum of Association. I, as an authorised signatory for and Vice President of England Squash, a member of the proposed Company and Subscriber to this Memorandum of Association, wish that the European Squash Federation be formed into a Company pursuant to this Memorandum.