BSAC

THE COMPANIES ACTS 1948 to 1976
COMPANY LIMITED BY GUARANTEE

MEMORANDUM OF ASSOCIATION
of
BRITISH SUB-AQUA CLUB

A company registered in England No. 1417376

1. The name of the Company of persons interested in underwater activities (which is hereinafter called "BSAC") is "BRITISH SUB-AQUA CLUB"
2. The Registered Office of BSAC will be situated in England.
3. The objects for which BSAC is established are:

   To promote underwater sport exploration science and related studies to promote safety in these activities and by co-operation with other organisations with related objects to provide the widest exchange of knowledge and experience therein and by setting and maintaining the highest standards to sustain recognition as the governing body for all such amateur activity.

   In pursuance of these objects but not further on otherwise BSAC shall have the following powers:

   1. Subject to the overriding provisions of Clause 4 hereof to make grants of money on other benefits to such Clubs persons or body of persons as BSAC shall think fit in order to promote the objects.
   2. B. To establish subsidise support financially or otherwise promote co-operate enter into partnership on federate with or affiliate or become affiliated to and act as Trustee or agents for or to manage or lend money or other assistance to any one or more associations societies or other bodies corporate or unincorporate being established for the purposes of promoting objects altogether or in part similar to those of BSAC 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 BSAC under or by virtue of Clause 4 hereof.
   3. To amalgamate with any Company association society or other body corporate not formed for profit and having objects altogether or in part similar to those of BSAC (or carrying on some business capable of being conducted so as directly or indirectly to benefit BSAC or further its objects).
   4. To acquire or undertake the whole on any part of the business property or liabilities of any association society on other body to which BSAC is authorised to affiliate or amalgamate as provided by the last two preceding paragraphs.
   5. To promote any charitable company or companies for the purpose of acquiring all or any of the property and liabilities of BSAC or for any other purpose which may seem directly or indirectly calculated to benefit BSAC or further its objects.
   6. To undertake and execute any trusts which may lawfully be undertaken by BSAC and may be conducive to the attainments of its objects.
   7. Generally to purchase take on lease or in exchange hire or otherwise acquire any real or personal property and any rights or privileges which BSAC may think necessary or convenient for the promotion of its objects and to construct maintain and alter any buildings and erections necessary or convenient for the work of BSAC.
   8. To invest the moneys of BSAC 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 and subject also as hereinafter provided.
   9. To borrow on raise or secure the payment of money on such terms and in such manner as BSAC shall think fit and in particular by the issue of debentures on debenture stock perpetual or otherwise charged upon all or any of BSAC’s present and future property or assets not subject to the jurisdiction of the Charity Commissioners for England and Wales and to purchase redeem or payoff such securities as may from time to time be determined in accordance with the terms on conditions thereof.
   10. To remunerate any persons or company for services rendered or to be rendered in placing or guaranteeing the placing of any debentures debenture stock or other securities of BSAC or in or about the formation or promotion of BSAC or the furtherance of its objects.
   11. To draw make accept endorse discount execute and issue promissory notes bills of exchange debentures and other negotiable or transferable instruments.
   12. To adopt such means of making known the operation of BSAC as may seem expedient and in particular by advertising in the press by circular or by publication of books and periodicals.
   13. To sell improve manage let mortgage dispose of turn to account or otherwise deal with all or any of the property or assets of BSAC not subject to the jurisdiction of the Charity Commissioners for England and Wales as may be thought expedient.
   14. To appoint any agent or agents for the collection and recovery of any moneys receivable by BSAC in the exercise of its powers or otherwise for the purpose of the exercise of any such powers.
   15. To procure BSAC to be registered or recognised in any foreign country or place and generally to do all such other things as BSAC may think are incidental or conducive to the attainment of the objects of BSAC or any of them.
   16. To do all or any of the above things in any part of the British Commonwealth or elsewhere abroad and as principal agents contractors trustees or otherwise and by or through trustees agents or otherwise and either alone or in conjunction with others.

   PROVIDED THAT:-

   1. In case BSAC shall take or hold any property which may be subject to any trusts BSAC may only deal with or invest the same in such manner as allowed by law having regard to such trusts.
   2. To objects of BSAC shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.
   3. iii. In case BSAC shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales BSAC shall not sell mortgage charge or lease the same without such authority approval or consent as may be required by law and as regards any such property the Council or Governing Body of BSAC shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts receipts neglects and defaults and for the due administration of such property in the same manner and to the same extent as they would as such Council or Governing Body have been if no incorporation had been effected and the incorporation of BSAC shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners or the Minister of Education over such Council or Governing Body but they shall as regards any such property be subject jointly and separately to such control or authority as if BSAC were not incorporated..
4. The income and property of BSAC shall be applied solely towards the promotion of its objects as set forth in the Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to members of BSAC Provided That nothing herein shall prevent any payment in good faith by BSAC:
   1. of reasonable and proper remuneration to any member officer or servant of BSAC.
   2. of interest on money lent by any member of BSAC at a rate per annum not exceeding two percent less than the minimum lending rate prescribed for the time being by the Bank of England or three percent whichever is the greater.
   3. of reasonable and proper rent for premises demised or let by any member of BSAC.
5. The liability of the members is limited.
6. Every member undertakes to contribute to the assets of BSAC in the event of the same being wound up during the time that he is a member or within one year afterwards for the payment of debts and liabilities of BSAC contracted before the time at which he ceases to be a member and the costs charges and expenses of winding up the same and for the adjustment of the right of the contributories among themselves such amount as may be required not exceeding £1.00
7. If upon the winding up or dissolution of BSAC there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid or distributed among the members of BSAC but shall be given or transferred to some other institution or institutions having objects similar to the objects of BSAC 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 imposed on BSAC under or by virtue of Clause 4 hereof such institution or institutions to be determined by the members of BSAC at or before the time of dissolution and if and so far as effect can not be given to such provision then to some charitable object.

    

WE the several persons whose names and addresses are subscribed are desirous of being formed in a company in pursuance of this Memorandum of Association.

NAMES ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

NICHOLAS COIT FLEMMING, Oceanographer, 2 Woolmer Hill House, Haslemere, Surrey
JOHN BERRY MEREDITH, Purchasing Agent, 36 Richmond Road, Staines, Middx.
ALAN JOHN WATKINSON, Company Director, 18 Grove Terrace, Oldham, Lancs.
MALCOLM KIRK TODD, College Lecturer, 23 Hillcrest Road, Orpington.
SIMON RICHARD FRASER, Genealogist, Copper Beaches, 8 Field End, Arkley, Bernet, Harts.
FREDERICK JAMES WRETHAM, Company Director, 1 Greenwood Avenue, Lilliput, Poole.
PETER JOHN WINGETT, Professional Engineer, 78 Oakwood Crescent, Greenford, Middx.
HORACE EDWARD DOBBS, Author/Scientist, ‘Dolphin’, Parklands, North Ferriby, Humberside.
JILL MYERS, State Registered Nurse, ‘Applecourt’, Wood View, Harrogate, N.Yorks.
MIKE BUSUTTILI, General Manager, 10 South Lodge, 142 Nelson Road, Twickenham, Middlesex. TW2 7BX.

Dated this 21st day of January 1979

Witness to the above signatures:

E. FRANK CROOK. Solicitor. 503 Coventry Road. Birmingham B10 OLN