Memorandum Of Association
COMPANIES ACT 1951 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION OF THE BUDDHIST DISCUSSION CENTRE (UPWEY) LTD.
- The name of the Company is the Buddhist Discussion Centre (Upwey) Ltd., (hereinafter called “The Centre”).
- The objects for which the Centre is established are:(a) To introduce a philosophy of life based on the teachings of Buddha Dharma.(b) To encourage the study, practice and realisation of Buddha Dharma.(c) To promote activities associated with Buddhism and Buddhist Culture in Australia and overseas.(d) To investigate unexplained laws of Nature and the powers latent in man.(e) To promote and maintain direct or auxiliary activities for educational, social, charitable, philanthropic, benevolent and humanitarian work.
(f) To build, construct, maintain and alter any buildings or works in accordance with the requirements of the Centre.
AND solely for the purposes of carrying out the above objects and not otherwise the Centre has power:
(g) To arrange public exhibitions and displays of Buddhist art.
(h) To make provision for a reference library and archives collection accessible and for use by the general public.
(i) To hold or arrange lectures, meetings, classes, discussion groups and examinations and provide or contribute toward the fares, accommodation and other expenses associated with holding such lectures, meetings, classes, discussion groups and examinations and to organise the tours, pilgrimages and visits by members of the Centre or other Societies.
(j) To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements and property, real and personal, and any of the rights and privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Centre. Provided that in case the Centre should take or hold any property which may be subject to any trusts the Centre shall only deal with the same in such manner as is allowed by law having regard to such trusts.
(k) To sell an deal in all kinds of goods and all kinds of objects, magazines, booklets, publications, paintings, images, altars or other religious objects.
(l) To open any account in the name of the Centre for the purpose of banking monies, payment and receiving cheques and in carrying out all other transactions.
(m) To appoint or employ or remove or suspend such managers, clerks, secretaries, workmen an other persons as may be necessary or convenient for the purpose of the Centre.
(n) To enter into any arrangements with any Government or authority, supreme, municipal, local or otherwise, that may seem conducive to the Centre’s objects or any of them; and to obtain from any such Government or authority any rights, privileges and concessions which the Centre may think it desirable to obtain; and to carry out, exercise and comply with any such arrangement rights, privileges and concessions.
(o) To invest and deal with the money of the Centre not immediately required in such manner as may be permitted by law for the investment of trust funds.
(p) To borrow or raise or secure the payment of money in such manner as the Centre may think fit and to secure the same or the repayment or performance of any debt, liability contract, guarantee or other engagement incurred or to be entered into by the Centre in any way and in particular by the issue of debentures perpetual or other-wise charged upon all or any of the Centre’s property (both present and future), and to purchase, redeem or pay off any such securities.
(q) To make, draw, accept, endorse, discount, execute, and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.
(r) To sell, improve, manage, develop, exchange, lease, dispose of, turn to account, or otherwise deal with all or any part of the property and rights of the Centre.
(s) To take or hold Mortgages, liens and charges to secure payment of the purchase price or any unpaid balance of the purchase price, of any part of the Centre’s property of whatsoever kind sold by the Centre, or any money due to the Centre from the Purchasers and others.
(t) To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Centre but subject always to the proviso in paragraph (j) in this Clause 2.
(u) To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Centre, in the shape of donations, annual subscriptions or otherwise.
(v) To amalgamate with any companies, institutions, societies or associations having objects, similar to those of the Centre and which shall prohibit the distribution of its or their members to an extent at least as great as that imposed upon the Centre under or by virtue of Clause 3 of this Memorandum.
(w) To purchase or otherwise acquire and undertake all or any part of this property, assets, liabilities and engagements of any one or more of the companies, institutions, societies or associations with which the Centre is authorised to amalgamate.
(x) To transfer all or any part of the property, assets, liabilities and engagements of the Centre to any one or more of the Companies, institutions, societies or associations with which the Centre is authorised to amalgamate.
(y) To make donations for patriotic or charitable purposes.
(z) To do all such other things as are incidental or conducive to the attainment of the objects of the Centre.
The provisions of the Third Schedule to the Companies Act 1961 shall not apply to the Centre and the foregoing provisions of this paragraph shall be read and construed without reference to the provisions of that Schedule.
Provided that the Centre shall not support with its funds or endeavour to impose on or procure to be observed by its members or others any regulations or restriction which if an object of the Centre would make it a trade union within the meaning of the Trade Unions Act 1958.
- The income and property of the Centre whensoever derived shall be applied solely towards the promotion of the objects of the Centre 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 Centre.Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Centre or to any member of the Centre in return for any services actually rendered to the Centre nor for goods supplied in the ordinary and usual way of business, nor prevent the payment of interest at a rate not exceeding the rate for which time being fixed for the purpose of this paragraph by the Articles of Association on money borrowed from any member of the Centre or reasonable and proper rent for premises demised or lot by any member to the Centre but so that no member of the council of management of governing body of the Centre shall be appointed to any salaried office of the Centre or any office of the Centre paid by fees and that no remuneration or other benefit in money or monies worth shall be paid or given by the Centre to any member of such Council or governing body except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Centre.
- The liability of members of the Centre is limited.
- Each member of the Centre undertakes to contribute to the assets of the Centre in the event of its being wound up while he is a member or within one year after he ceases to be a member for payment of the debt and liabilities of the Centre contracted before he ceases to be a member, and the costs, charges and expenses of winding up and for adjustment of the rights of contributories among themselves such amount as may be required not exceeding fifty dollars ($50.00).
- If upon the winding up or dissolution of the Centre there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed amongst the members of the Centre but shall be given or transferred to some institution or institutions having objects similar to the objects of the Centre and must be exempt from income tax and whose memorandum of association or constitution shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Centre under or by virtue of the third paragraph hereof, such institution or institutions to be determined by the members of the Centre at or before the time of Dissolution and in default thereof by such Judge of the Supreme Court of Victoria as may have or acquired jurisdiction in the matter.
- True accounts shall be kept of the sums of money received and expended by the Centre and the matters in respect of which such receipts or expenditure takes place and of the property, credits and liabilities of the Centre and subject to any reasonable restrictions as to time and manner of inspection the same that may be imposed in accordance with the regulations of the Centre for the time being shall be open to the inspection of the members. Once at least in every year the accounts of the Centre shall be examined by one or more properly qualified auditor or auditors.
We, the several persons whose names and addresses are subscribed and being the subscribers to the Memorandum of Association hereby agree to the foregoing Articles of Association.
DATED this day of , 1979
33 Brooking Street,
1 The Highway,
25 Kallay Street,
25 Kallay Street,
Cnr. Banoon & HaldeneRoad,
c/- 33 Brooking Street,
Municipal Planning Officer
4 Balir Road,
Toy Shop Proprietor
Lot 5 MocksonassRoad,
1 The Highway,