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MEMORANDUM OF ASSOCIATION
 
  THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF CULTURAL FOUNDATION

1. The name of the Company (hereinafter called "the Company") is Cultural Foundation.

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

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

A The production, distribution, publishing, and performance of music; the production, distribution, and exhibition of film, video, and digital media; and the provision of education and training in these art forms.

B The general education of the disadvantaged.

C To foster and support the principles and concept of Common Ownership in its own affairs and in industry and commerce generally and to increase the number of Common Ownership enterprises and jobs.

D To carry on any other trade or business whatsoever which can, in the opinion of the Company, be advantageously carried on by the Company in connection with or ancillary to any of the general business of the Company or is calculated directly to benefit the Company or enhance the value of or render profitable any of the Company's property or rights or is required by any customers of or persons dealing with the Company.

E To purchase, take on lease or on exchange, hire or otherwise acquire and hold for any estate or interest any lands, buildings, easements, rights, privileges, concessions, patent rights, licences, secret processes, property of any kind necessary or convenient for the purpose of or in connection with the Company's business or any branch or department thereof.

F To erect, construct, lay down, enlarge, alter and maintain any shops, stores, factories, buildings, works, ways, plant and machinery necessary or convenient for the Company's business, and to contribute to or subsidise the erection, construction and maintenance of the above.

G To borrow or raise or secure the payment of money for the purpose of or in connection with the Company's business, and for the purpose of and in connection with the borrowing or raising of money by the Company to become a member of any building society.

H To mortgage and charge the undertaking and all or any of the real and personal property and assets, present or future, and to issue at par or at a premium or discount, and for such consideration as may be thought fit, debentures, and debentures stock, either permanent or repayable, and collaterally or further to secure any securities of the Company by a trust deed or other assurance.

I To issue and deposit any securities which the Company has power to issue by way of mortgage to secure any sum less than the nominal amount of such securities and also by way of security for the performance of any contracts or obligations of the Company or of its customers or other persons or corporations having dealings with the Company, or in whose business or undertaking the Company is interested, whether directly or indirectly.

J To receive money on deposit or loan upon such terms as the Company may approve and to guarantee the obligations and contracts of customers and others.

K To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange and other negotiable instruments.

L To invest and deal with the monies of the Company not immediately required for the purpose of its business in or upon such investments or securities and in such manner as may from time to time be determined.

M To accept payment of any property or rights sold or otherwise disposed of or dealt with by the Company, either in cash, by instalments or otherwise, or in fully or partly paid up shares of any company or corporation, with or without deferred or preferred or special rights or restrictions in respect of dividend, repayment of capital, voting or otherwise, or in debentures or mortgage debentures or debenture stock, mortgage or other securities of any company or corporation, or partly in one mode and partly in another, and generally on such terms as the Company may determine, and to hold, dispose of or otherwise deal with any shares, stocks or securities so acquired.

N To establish or promote or concur in establishing or promoting any company the promotion of which shall be in any manner calculated to advance directly or indirectly the objects or interests of the Company, and to acquire or hold or dispose of shares, stock or securities of and guarantee the payment of dividends, interest or capital of any shares, stock or securities issued by or any other obligations of any such company.

O To make any charitable donation either in cash or assets which the Company may deem expedient.

P To purchase or otherwise acquire and undertake all or any part of the business, property, assets, liabilities and transactions of any person, firm or company carrying on any business which this Company is authorised to carry on.

Q To sell, improve, manage, develop, turn to account, exchange, let or rent, royalty, share of profits or otherwise, grant licences, easements and other rights in or over, and in any other manner deal with or dispose of the undertaking and all or any of the property and assets for the time being of the Company for such consideration as the Company may think fit.

R To obtain, acquire and purchase all necessary permits, licences or trade marks required for the purpose of enabling the Company to carry on its said business upon such terms and conditions as it may think fit. In carrying out the aforesaid objects the Company shall have regard to promoting the physical, mental and spiritual well-being of the community and especially those who participate in the activities of the Company by reason of employment in or purchasing from or selling to the Company and to assisting people in need by any means whatsoever. And it is hereby declared that the objects specified in each paragraph of this clause shall, except where otherwise expressed in such paragraph, be independent main objects and shall be in no wise limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Company.

4 The income and property of the Company whencesoever derived shall be applied solely toward the promotion of the objects of the Company as set out herein and no portion shall be paid or transferred directly or indirectly to the members of the Company except by way of payment in good faith of reasonable and proper wages and repayments of expenses to any member or employee of the Company in return for any service actually rendered to the Company.

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 s/he is a member or within one year after s/he ceases to be a member for payment of the debts and liabilities of the Company contracted before s/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 amongst themselves, such amount as may be required not exceeding one pound.

7 In the event of winding up or dissolution the Liquidator shall first, according to law, use the assets of the Company to satisfy its debts and liabilities. Any balance of assets remaining must not be distributed among the members of the Company but shall be transferred by the Liquidator to such Common Ownership enterprises having objects similar or compatible with the objects of the Company and which shall prohibit the distribution of its, or their income among its members to an extent at least as great as is imposed on the Company under clause 4 hereof; or such central funds maintained for the benefit of Common Ownership enterprises as may be determined by the members at or before the time of winding up or dissolution or in so far as the assets are not transferred shall be held for charitable purposes. This clause may only be changed by the unanimous vote of all members and section 17 of the Companies Act 1985 shall not apply.

We the several persons whose names, addesses, signatures and descriptions are subscribed are desirous of being formed into a company in pursuance of this memorandum of association.

Names, signatures, addresses and occupations of subscribers:

Name: Peter Anthony Bell
Address: Rosedale, North Yorkshire, YO18 8RL Signature:.................................................................
Occupation: Film & Video Producer / Director and Musician
Name: Karen Aitchison
Address: Rosedale, North Yorkshire, YO18 8RL Signature:................................................................
Occupation: Administrator and Teacher
Dated this.....................day of......................................2000
Witness to the above signatures:..........................................
Address of Witness:............................................................ ............................................................ ............................................................
 
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