Memorandum of Association

The Companies Acts 1985 and 1989

PRIVATE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION
OF
WORLD OSTRICH ASSOCIATION

Company Registration # 04531253

 

1. The Company's name is WORLD OSTRICH ASSOCIATION ("The Association")

2. The Company's registered office is to be situated in England and Wales.

3. The Company's objects are:

A.
i. The Association is established for the promotion of all aspects of the ostrich industry including farming, processing and distribution of meat, skin, feather and oil production and associated national and international trading of ostriches, ostrich products, feed and equipment for the production of ostriches or ostrich products; and in furtherance of such object the Association may:

ii. Represent the interests of the members of the Association in furthering the farming and trading of ostriches, ostrich meat and meat products, leather and leather products and any other business associated with the worldwide ostrich industry.

iii. Provide a forum for the exchange and dissemination of information relating to the affairs of its members.

iv. Represent its members in negotiation or consultation with any government or other body having statutory or other powers affecting the Association.

v. Negotiate on behalf of its members for the purchase or lease (either in its own right or through any other legal entity agreed by its members) of any rights or other property.

vi. Manage, let, sell, charge or otherwise deal with rights in whatever manner the Association may from time to time decide.

vii. Borrow or raise money in such manner and on such security, as the Association shall deem fit.

viii. Receive and administer any sum of money paid to the Association whether by its members or otherwise for the improvement and enhancement of the Association and its members or for such other purposes acceptable to the Association that the donor(s) may specify.

ix. Print and publish or procure to be printed or published and to circulate periodicals, books, pamphlets, and other documents.

x. Subscribe to become a member of, or amalgamate or cooperate with, any other organization whose object is wholly or in part similar to that of the Association.

xi. Make reasonable provision for the payment of pensions to or on behalf of employees, former employees and their widows, widowers and other dependants.

And as incidental or conducive to any of these objects the Company shall have the following powers:

B. to let out or take on hire as places of assembly, display centres or otherwise any part or parts of any land or buildings and in such divisions and manner as may seem expedient;

C. to edit print and publish books papers reports guide books periodicals circulars articles and other matters whatsoever;

D. to hold conferences seminars meetings lectures courses and discussions;

E. to employ and remunerate all such officers and servants as may be required for the purposes of the Company and to grant pensions and retirement benefits to or for employees or former employees of the Company and to the widows children or other dependents of deceased employees who are in necessitous circumstances and to pay or subscribe to funds or schemes for the provision of pensions and retirement benefits for employees of the Company their widows children and other dependents;

F. to borrow or raise funds for the purpose of the Company on such terms and on such security (if any) as may be thought fit;

G. to establish promote form and support or aid in the establishment promotion formation and support of any other charitable associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with or calculated to further the objects of the Company;

H. to raise funds and to invite and to receive subscriptions endowments grants (whether government municipal or from any statutory or charitable body or otherwise) and donations (whether of real or of personal property) and devices and bequests for all or any of the purposes aforesaid and generally to manage invest and expend all monies belonging to the Company;

I. to invest the monies of the Company not immediately required for its purpose in or upon such investments securities or property as may be thought fit subject nevertheless to such conditions (if any) that may for the time being be imposed or required by law and subject also as hereinafter provided;

J. to sell or co-operate with others in selling terms any postcards souvenirs novelties promotional items articles and gift merchandise for the purpose of promoting the objects of the Company;

K. to establish operate and carry on or to co-operate with others in establishing operating and carrying on in any building which the Company is interested the supply thereof of food and drink and other refreshments by way of sale provided always that the amenities mentioned in this paragraph shall be provided only for the purposes of attending a performance meeting or function sponsored by the Company;

L. to make representations at public enquiries appeals or in such other ways as shall appear necessary from time to time in furtherance of the objects of the Company;

M. to employ and pay architects engineers construction experts accountants solicitors chartered secretaries and other professional persons clerks and other staff for the purpose of fulfilling the objects of the Company;

N. to do all such things as are necessary to the attainment of the above objects or any of them.

4. The income and the property of the Company whencesoever derived shall be applied solely towards the promotion of the objects of the Company as set forth in this Memorandum of Association and no member shall have any personal claim on any property of the Company and no portion thereof shall be paid transferred or distributed directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to members of the Company provided always that nothing herein shall prevent the payment in good faith by the Company of a 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 or interest on money lent or reasonable and proper rent for premises demised or let by any member to the Company.

5. The liability of the members is limited.

6. Every member of the Company undertakes to contribute such amount not exceeding £5.00 as may be required to the assets of the Company if it should be 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 the costs charges and expenses of winding up and for the adjustments of the rights of the contributors among themselves.

7. True accounts shall be kept of the sums of money received and expended by the Company and the matters in respect of which such receipts and expenditure takes place and of the property credits and liabilities of the Company and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Company for the time being such accounts shall be open to the inspection of the members. Once at least in every financial year the accounts of the Company shall be examined and the correctness thereof and of the balance sheet ascertained so as to conform to the legal requirements of the Companies Acts 1985 and 1989.

8. 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 amongst the members of the Company but shall be given or transferred to some other Company or charitable institution or institutions having objects similar to the objects of the Company and which shall prohibit the distribution of its or their income or property amongst 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 Company or institution to be determined by the members of the Company at or before the time of dissolution.

I THE SUBSCRIBER TO THIS MEMORANDUM OF ASSOCIATION WISH TO BE FORMED INTO A COMPANY PURSUANT TO THIS MEMORANDUM OF ASSOCIATION

Name and address of Subscriber

Craig Culley Secretary
World Ostrich Association
33 Eden Grange
Little Corby
Carlisle UK CA4 8QW
Tel +44 1228 562 923
Fax +44 1228 562 187

Dated: 12 September 2002
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RESOLUTION OF THE BOARD OF DIRECTORS
OF THE
WORLD OSTRICH ASSOCIATION

On November 1, 2003, the World Ostrich Association Board of Directors voted favorably to adopt the following Resolution to be presented to the World Ostrich Association membership for approval by majority vote as required by law. This Resolution was presented to the Membership on December 1, 2003 at the membership Annual General Meeting and was approved by the WOA Membership:

RESOLUTION

BE IT RESOLVED that the World Ostrich Association Board of Directors shall appoint a Nominating Committee from within its group consisting of three Directors presently serving on the Board of the World Ostrich Association. The Nominating Committee shall be selected by the Board 120 days, or more, before each AGM of the World Ostrich Association. The purpose of the Nominating Committee is to ensure candidates wishing to serve on the Board of Directors are fully apprised of the duties that will be expected of them and are capable of functioning satisfactorily in an e-mail environment. The committee will:

1. Receive the nominations of individuals from the general membership who wish to have a certain individual (or self) put on the election ballot for the position of Director at the following AGM:

A: The Nominating Committee will organize each year and put out a notice, no less than 90 days before the AGM, to the general membership that nominations for the upcoming election to the position of Director are OPEN, meaning that the committee is ready to receive nominations.

B: The Nominating Committee will close the list for nominations from the general membership exactly 60 days before the AGM.

C: The Nominating Committee will begin training and reviewing the nominated individuals from the close of the list until exactly 30 days before the AGM.

The Nominating Committee tasks with the nominees will be to:

i. Train the nominees on how the Board of Directors functions in meetings, makes decisions and votes on the internet.

ii. Educate the nominees on the Principles, Purpose and Goals of the World Ostrich Association.

D: During the training period the Nominating Committee will ascertain the skill level and intent of the nominee to serve as a potential Director:

i. Is the nominee a good communicator by email (100% of the Board of Director communication is by email)?

ii. Does the nominee have good development skills to create computer documents, open documents sent by others, read and interpret simple spreadsheets and do all this by email communications alone?

iii. Does the nominee actively participate with ideas, solutions and alternatives?

iv. Does the nominee totally understand the basic Principles, Purpose and Goals of the World Ostrich Association and can he/she be of assistance to help implement those ideals for the World Ostrich Association?

v. Does the nominee work together with others to implement the basic Principles, Purpose and Goals of the World Ostrich Association as his/her primary consideration, working for the good of all rather than the good of one?

vi. Does the nominee have the time to read and respond to emails daily and the time to take on extra duties and tasks so that he/she can carry an equal and fair share of the workload of the Board of Directors?

vii. Does the nominee ask questions on subjects he/she does not understand? Does the nominee ask for clarification from others on confusing subjects? Does the nominee try to understand the viewpoint of others and is able to negotiate views or find a compromise between opposing views?

viii. Does the nominee complete simple tasks on time and in an accurate manner without confusion or dishonesty?

E: If all the above questions can be answered YES for any nominee being trained and reviewed by the Nominating Committee, then the Nominating Committee shall make a recommendation to the Board of Directors that the nominee be placed on the election ballot for the next AGM. The Nominating Committee shall submit its nominee recommendations to the Board of Directors no less than 30 days before that AGM.

2. The Nominating Committee will be responsible for observing and reviewing the activities of every newly elected Board of Director for the first 90 days (qualifying period) after the election of the nominee. Should the newly elected Director begin to be non-participating, or begin to seriously violate any of the items stated in paragraph D, 1 through 8 above, then the nominating Committee will request the Board of Directors to ask the offending Director to voluntarily terminate his/her position or otherwise be permanently terminated by the Board.

BE IT SO RESOLVED by the World Ostrich Association Board of Directors.