YWAM England and Wales Memorandum and Articles of Association

'''THE COMPANIES ACTS 1948 to 1967

'''COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

'''Memorandum and Articles of Association of Youth With a Mission Limited.

Incorporated the 12th day of April 1972

No 1049516

I certify that this copy of Youth With A Mission Limited's Memorandum and Articles of Association is up to date as at 1st July 199?

R A Payne signature

Richard Payne

Company Secretary

Goodman Brown & Warren

'''THE COMPANIES ACTS 1948 to 1967

'''COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

Memorandum of Association Youth With a Mission Limited.
1. The name of the Company is YOUTH WITH A MISSION LIMITED.

2. The registered office of the Company will be situate in England.

3. The objects for which the Company is established are:-

(A) To advance the Evangelical Christian Faith in all parts of the world by such means being charitable as the Company may determine,

(B) With a view to the advancement of the charitable purpose mentioned in sub-clause (A) hereof, but not further or otherwise,

to exercise the following powers:-

(i) To establish a religious service organisation for the promotion of the Gospel of Jesus Christ throughout the world.

(ii) To present an open door for sacrificial service to young men and young women with gifts, talents and/or material assets which they may desire to dedicate to the extension of world wide missions.

(iii) To encourage enlistment into the missionary service of Youth With A Mission and other missionary organisations, of volunteers from every vocation either as assistants to Gospel missionaries or as "goodwill ambassadors" preparing the way for the Gospel Ministry.

(iv) To increase missionary giving and encourage volunteers for the mission field through the promotion of new missionary projects including church buildings, schools, homes and orphanages.

(v) To build an organisation, available to Evangelical Christians and offer a service elastic enough to include men and women of all ages who are interested in promoting the Gospel message both nationally and internationally.

(vi) To purchase, take on lease, receive: as gifts, or otherwise acquire any land, buildings, real or personal property and rights or privileges which the Company may think necessary or convenient for the promotion of its objects, and to erect, alter, reconstruct and maintain its buildings, and to deal with and dispose of its property of whatever kind in such manner as the Company may think fit.

(vii) To receive donations, subscriptions, legacies and gifts of ail kinds for the promotion of its objects, and to apply the same and all profits and income derived therefrom and from any other sources of income for the objects of the Company, and to apply capital as well as income in forwarding the same.

(viii) To organise and promote exhibitions, displays, conferences, courses, study groups, vocational training and advertising of all kinds.

(ix) To employ with or without remuneration such officers, servants, and other persons as the Company may think fit, for the carrying out of its objects, and to establish and make payments for the provision of pension, superannuation, and. Other benefits for persons who hold or have held appointments under the Company.

(x) To execute and undertake any charitable trusts which the Company may lawfully undertake and which may be conducive to its objects.

(xi) To borrow and raise money in such manner as the Company shall think fit, and in particular by mortgages, debentures or debenture stock charged on any of the property, both present and future, of the Company.

(xii) To invest the money of the Company not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law.

(xiii) To establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with the purposes of the Company or calculated to further its objects.

(xix) To provide indemnity insurance to cover the liability of the directors which, by virtue of any rule of law would otherwise attach to them in respect of negligances, default, breach of trust or breach of duty of which they may be guilty in relation to the Company. Provided that any such insurance shall not extend to any claim arising from any act or omission which the directors knew to be a breach of trust or breach of duty or which was committed by the director in reckless disregard (.... Can't read the rest of this point)

(xx) To do all such other lawful things as are incidental or conducive to the attainment of its objects.

(C) To carry on such other charitable activities as the Company may determine.

Provided always that the Company is established for charitable purposes only and its property and income shall be held and applied for those purposes only and all the objects and powers of the Company as set forth in this Clause shall he construed as limited by the foregoing terms of this proviso which shall be treated as overriding in effect and as governing all the provisions of this Memorandum of Association notwithstanding anything expressed or implied therein to the contrary.

b. The income and property of the Company whence-soever derived shall be applied solely towards the promotion of the objects of the Company 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 the members of the Company.

Provided that nothing herein shall prevent the payment, In good faith, of reasonable and proper remuneration to any officer or servant of the Company, or to any member of the Company, in return for any services actually rendered to the Company, nor prevent the payment of interest at a reasonable rate on money lent or reasonable and proper rent for premises demised or let by any member to the Company.

Provided further that nothing herein shall prevent any payment in good faith by the Company of any premium in respect of any indemnity insurance to cover the liability of the directors which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the company. Provided that any such insurance shall not extend to any claim arising from any act or omission which the director know to be a breach of trust or breach of duty or which was committed by the directors in reckless disregard to whether it was a breach of trust or breach of duty or not and provided also that any such insurance shall not extend to the costs of an unsuccessful defence to a claim (... Again, can't read the bit here.)

5. The liability of the members is limited.

6. Every member of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Company contracted before he 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 such amount as may be required not exceeding £1.

7. If upon the winding up or dissolution of the Company 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 Company, but shall be given or transferred to some other Institution or institutions having charitable objects similar to the objects of the Company, and which 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 Company under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Company at or before the time of dissolution and if and so far as effect cannot be given to the aforesaid provisions, then to some charitable object or objects.

We the several persons whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of the Memorandum of Association,

Names, Addresses and Descriptions of Subscribers.

E. HILLSON,

42 Cranley Gardens,

Palmers Green,

London,

N13 4LS.

Company Secretary,

FS. ELGAR,

St, Barnabas House,

Crawley Lane,

Pound Hill,

Crawley,

Sussex.

Minister of Religion.

DATED this 14th day of March 1972.

WITNESS to the above Signatures:-

DAVID H. THOMPSON,

Lincoln House,

296/302 High Holborn,

London, W.C.I.

Solicitor.

'''THE COMPANIES ACTS 1948 to 1967

'''COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

General
1. In these Articles:-

"the Act" means the Companies Act, 1948.

"the seal" means the common seal of the Company.

"secretary" means any person appointed to perform the duties of secretary to the Company,

"the United Kingdom" means Great Britain and Northern Ireland.

Expressions referring to writing shall, unless the contrary insert ion appears, so sous trued as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

Unless the context otherwise requires, words or expressions contained in those Articles shall hear the same meaning as in the Act or any statutory modification thereof In force at the date at which these Articles become binding on the Company.

2. The number of members with which the Company proposes to be registered is twenty five (increased to 100 9/5/96) but the Directors may from time to time register an increase of members.

3. The provisions of Section 110 of the Act shall be observed by the Company and every member of the Company shall either sign a written consent to become a member or sign the register of members on becoming a member.

4. The Company is established for the purposes expressed in the Memorandum of Association.

5. The subscribers to the Memorandum of Association and such other persons as the Directors shall admit to membership shall so members of the Company and the Directors shall have power to remove members, but such power shall not be exercised except by resolution of a Mooting of the Company at which the member concerned shall have been given a reasonable opportunity to attend and speak on his own behalf.

General Meetings
6. The Company shall hold a General Meeting in every calendar year as its Annual General Meeting at such time and place as may be determined by the Directors, and shall specify the meeting as such in the notices calling it, provided that every General Meeting except the first shall be held not more than fifteen months after the holding of the last preceding meeting, and that so long as the Company holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation or in the following year.

7. All General Meetings, other than Annual General Meetings, shall be called Extraordinary Meetings.

8. The Directors may whenever they think fit convene an Extraordinary Meeting, and Extraordinary Meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by Section 132 of the Act.

9. Twenty-one days' notice at the least of every Annual General, Meeting and, of every meeting convened to pass a Special Resolution, and fourteen days' notice at the least of every ether General Meeting (exclusive in every case both of the day on which it Is served or deemed, to be served and of the day for which it is given), specifying the place, the day and the hour of meeting, and in the case of special business the general nature of that business, shall be given in manner hereinafter mentioned to such persons (including the Auditors) as are under these presents or under the Act entitled to receive such notices from the Company but with the consent of all the members entitled to receive notices thereof, or of such proportion thereof as is prescribed by the Act in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those members may think fit.

10. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice thereof shall not invalidate any resolution passed, or proceeding had, at any meeting.

Proceedings at General Meetings
11. All business shall be deemed special that is transacted at an Extraordinary Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, and the reports, of the Directors and of the Auditors, the election of Directors in the place of those retiring, and the appointment of, and the fixing of the remuneration of, the Auditors.

12. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided three members personally present shall be a quorum.

13. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Chairman shall appoint, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.

14. The Chairman (if any) of the Directors shall preside as Chairman at every General Meeting, but if there be no such Chairman, or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall he unwilling to preside, the members present shall choose one of the Directors, or if no Director be present, or if all the Directors present decline to take the chair, they shall choose some member of the Company who shall be present to preside.

15. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.

16. At all General Meetings a resolution put to the vote of the meeting shall be decided on a show of hands by a majority of the members present in person and entitled to vote, unless a poll is, before or upon the declaration of the result of the show of hands, demanded by the Chairman or by at least one member present in person and unless a poll is so demanded a declaration by the Chairman of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the minute book of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

17. Subject to the provisions of Article 18, if a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner as the Chairman of the Meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded,

18. No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment.

19. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall he entitled to a second or casting vote.

20. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

21. Subject to the provisions of the Act a resolution in writing signed by all the members for the time being entitled to receive notice of and attend and vote at General Meetings shall be as valid and effectual as if it has been passed at a meeting of the Company duly convened and constituted.

Votes of Members
22. Every member shall have one vote.

Directors
23. Unless otherwise determined by the Company in General Meeting the number of Directors shall not be less than three nor more than ten. (Increased to 15 10/12/90)

24. The first Directors shall be the subscribers to the Memorandum of Association.

25. The Directors may from time to time and at any time appoint any member of the Company as a Director, either to fill a casual vacancy or by way of addition to the Beard, provided that the prescribed maximum be not thereby exceeded. Any member so appointed shall retain his office only until the next Annual General Meeting, but he shall then be eligible for re-election.

26. No person who is not a member of the Company shall in any circumstances be eligible to hold office as a Director.

Powers of the Directors
27. The business of the Company shall be managed by the Directors who may pay all such expenses of, and preliminary and incidental to, the promotion, formation, establishment and registration of the Company as they think fit, and may exercise ail such powers of the Company, and do on behalf of the Company all such acts as may be exercised and done by the Company, and as are not, by statute or by these presents required to be exercised, or done by the Company in General Meeting, subject nevertheless to any regulations of these presents, to the provisions of the statutes for the time being in force, and effecting the Company, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Company in General Meeting, bat no regulations made by the Company in General Meeting shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made

28. The Directors may act notwithstanding any vacancy in their body; provided always that in case the Directors shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with these presents, it shall be lawful, for them to act as Directors for the purpose of admitting persons to membership of the Company filling up vacancies in their body, or of summoning a General Meeting, but not for any other purpose.

Secretary
29. The Secretary shall be appointed by the Directors for such time, at such remuneration and upon such conditions as they may think fit, and any Secretary so appointed, may be removed by them The provisions of Sections 77 and 179 of the Act shall apply and be observed. The Directors may from time to time by resolution appoint an assistant or deputy Secretary, and any person 30 appointed may act in place of the Secretary if there be no Secretary or no Secretary capable of acting.

The Seal
30. The seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Directors and in the presence of at least one Director and of the Secretary, arid the said Director and Secretary shall sign every instrument to which the seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Company such signature shall be conclusive evidence of the fact that the seal has been properly affixed.

Disqualification of Directors
31. The office of a Director shall he vacated:-

(A) If a receiving order is made against him or he makes any arrangement or composition with his creditors.

(B) If he becomes of unsound mind.

(C) If he ceases to be a member of the Company.

(D) If by notice in writing to the Company he resigns his office.

(E) If he ceases to hold office by reason of any order made under Section 188 of the Act.

(F) If he is removed from office by a resolution duly passed pursuant to Section 185 of the Act.

Provided always that Section 185 of the Act shall not apply to the Company.

Rotation of Directors
32. (A) At the annual general meeting of the Company in every year one-third of the Directors, or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office.

(B) The Directors to retire in every year shall be those who have been longest in office since their last election, but as between persons who became Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

(C) A retiring Director shall, be eligible for re-election.

(D) The Company at the meeting at which a Director retires in manner aforesaid may fill the vacated office by electing a person thereto, and in default the retiring Director shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such Director shall have been put to the meeting and lost.

(E) No person other than a Director retiring at the meeting shall be eligible for election to the office of Director at any General Meeting unless, not less than three nor more than twenty-one days before the dale appointed for the meeting, there shall have been left at the registered office of the Company notice in writing signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected.

(F) The Company may from time to time by ordinary resolution increase or reduce the number of Directors, and may also determine in what rotation the increased, or reduced number is to go out of office.

Proceedings of the Directors
33. The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined t three shall be a quorum. Questions arising at any meeting shall be decided by a majority of votes. In case of an equality of votes the Chairman shall have a second or casting vote,

34. A Director may, and on the request of a Director the Secretary shall, at any time, summon a meeting of the Directors by notice served upon the several Directors. A Director who is absent from the United Kingdom shall not be entitled, to notice of a meeting.

35. The Directors shall from time to time elect a Chairman who shall be entitled to preside at all meetings of the Directors at which he shall he present, and may determine for what period he is to hold office, but if no such Chairman lie elected, or if at any meeting the Chairman be not present within five minutes after the time appointed for holding the meeting and wilting to preside, the Directors present shall choose one of their number to be Chairman of the meeting.

36. A meeting of the Directors at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Company for the time being rented in the Directors generally.

37. The Directors may delegate any of their powers to committees consisting of such Director or Directors and other persons as they think fit, and any committee so formed shall, in the execution of the powers so delegated, conform to any regulations imposed on it by the Directors. The meetings and proceedings of any such committee shall be governed by the provisions of these presents for regulating the meeting and proceedings of the Directors so far as applicable and so for as the same shall not be superseded by any regulations made by the Directors as aforesaid.

38. All acts bona fide done by any meeting of the Directors or of any committee of the Directors or by any person acting as a Director, shall, not-withstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a Director.

39. The Directors shall, cause proper minutes to be made of all appointments of officers made by the Directors and of the proceedings of all meetings of the Company and of the Directors and of committees of the Directors, and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

40. A resolution in writing signed by all the Directors or of any committee of the Directors who are duly entitled to receive notice of a meeting of the Directors or of such committee shall be as valid and effectual as if it had seen passed at a meeting of the Directors or of such committee duly convened and constituted.

Accounts
41. The Directors shall cause proper books of account to be kept with respect to:-

(A) all sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure take place;

(B) all sales and purchases of goods by the Company; and

(C) the assets and liabilities of the Company.

Proper books shall not he deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the affairs of the Company and to explain its transactions.

42. The books of account shall be kept at the office, or, subject to Section 147(3) of the Act, at such other place or places as the Directors shall think fit, and shall always be open to the inspection of the members of the Company.

43. The Company in General Meeting may from time to time make reasonable conditions and regulations as to the time and manner of the inspection by the members of the accounts and books of the Company, or any of them, and subject to such conditions and regulations the accounts and books of the Company shall be open to the inspection of members at all reason times during business hours.

44. At the Annual General Meeting in every year the Directors shall lay before the Company a proper income and expenditure account for the period since the last preceding account (or in the case of the first account since the incorporation of the Company) made up to a date not more than four months before such meeting together with a proper balance sheet made up at the same date. Every such balance sheet shall be accompanied by proper reports of the Directors and the Auditors, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto or to accompany the same shall not less than twenty-one clear days before the date of the meeting be sent to the auditors and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served. The Auditors' report shall he open to inspection and be read before the meeting as required by Section 162 of the Act

Elective Resolution to dispense with the laying of the financial statement and directors report before the company was passed on 24th June 1998. R A Payne.

Audit
45. Once at least in every year the accounts of the Company shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors.

Private Company
46. (a) If at any time or times the Company shall have a share capital, the right to transfer shares shall be restricted in manner hereinafter provided.

(b) The number of members of the Company (exclusive of persons who are in the employment of the Company and of persons who, having been formerly in the employment of the Company, were while in such employment and have continued after the determination of such employment to be members of the Company) is limited to fifty. Provided that where two or more persons hold one or more shares in the Company jointly they shall for the purposes of this regulation be treated as a single member.

(c) Any Invitation to the public to subscribe for any shares or debentures of the Company is prohibited.

(d) The Company shall not have power to issue share warrants to bearer.

(e) The Directors may in their absolute discretion and without assigning any reason therefor decline to register any transfer of any share, whether or not it Is a fully paid share.

Notices
47. A notice may be served by the Company upon any member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his registered address as appearing in the register of members.

48. Any member described in the register of members by an address not within the United Kingdom, who shall from time to time give the Company an address within the United Kingdom at which notices may be served upon him, shall be entitled to have notices served upon him at such address, but, save as aforesaid and as provided by the Act, only those members who are described in the register of members by an address within the United Kingdom shall be entitled to receive notices from the Company.

49. Any notice, if served by post, shall be deemed to have been served, on the day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter.

Dissolution
50. Clause 7 of the Memorandum of Association of the Company relating to the winding up and dissolution of the Company shall have effect as if the provisions thereof were repeated in these Articles.

Names, Addresses and Descriptions of Subscribers.

E. HILLSON,

42, Cranley Gardens, Palmers Green, London, N13 4LS.

Company Secretary.

F.S. ELGAR,

St. Barnabas House, Crawley Lane, Pound Hill, Crawley, Sussex

Minister of Religion.

DATED this 14th day of March, 1972.

WITNESS to the above Signatures:-

DAVID H. THOMPSON, LincoIn House, 296/302 High Holborn, London, W.C.1.

Solicitor.