What the Mem and Arts really mean! 

What the Mem and Arts really mean!

Here is a user-friendly description of what we had in mind when creating the Memorandum of Association and Articles of Association (known as the Mem & Arts).

Memorandum of Association

(the numbers correspond to the comparable paragraphs in the real Memorandum)

1. The Circle Dance Friends Company Limited can be referred to as the Guardian Angels in order to fit in with network ethos.
2. No choice with this one: sorry Scotland, the law is different there — the registered office has to be in England & Wales.
3. The object of the Guardian Angels is to promote sacred circle dance.
4. The Guardian Angels have powers to do almost anything to accomplish the object. We included everything we could think of as shown in the examples we had. Of course, these powers do not have to be used and most of them won't be!
5. We can accept donations towards our object.
6. The assets of the company cannot be transferred to its directors except for reasonable remuneration for services rendered or out-of-pocket expenses incurred.
7. Liability is limited — well that was one of the main points!
8. The liability is one pound.
9. If the company is wound up, any remaining assets cannot be divided between the directors. Instead they must be transferred to an organisation with a similar object. We can't take the money and run!

Articles of Association

(the numbers correspond to the comparable paragraphs in the real Articles)

1. The directors of the company are known as Guardian Angels to fit in with network ethos.
2. Legal gobbledegook which just has to be there, like “writing” includes printing and photocopying etc. Singulars include plurals and so on.
3. The first members are called subscribers (they were Frances Fawkes, Judith and Raymond Thompson, Sally Maxwell and Lindajoy)
4. All members are directors (and vice-versa)
5. We set a minimum of 5 and a maximum of 30 for the size of the Guardian Angels. The minimum was set deliberately low only so that the company would be able to continue to function if the network hit hard times. We expected that there would be between 12 and 24 normally with more (up to 30) if it were necessary to pull in particular expertise from someone (although, of course, it is not necessary to be a Guardian Angel to do work for the network!)
6. Another clique reduction strategy — anyone can put her or his name forward and we would expect the offer to be taken seriously. However, the existing Guardian Angels would have to approve (in order to avoid a takeover by Salsa dancers! — just a joke in case you're wondering)
7. Legal requirement that we keep an up-to-date register of members and give them the Mem & Arts.
8. The first members shall retire after two years (see 3 above). This was to demonstrate that we were not on a power trip. Set it up, get it going, bow out and leave it to others. After that, up to a quarter retire each year but the longest-serving go first. If the group is healthy, nobody will serve for more than four years but, in sticky patches, some can remain longer.
9. Any rights and privileges cease on termination of membership
10. –12.   Standard stuff about General Meetings but note that meetings are open, by invitation, to anyone interested in promoting the object. Also note that each general meeting MUST take place in the context of a sacred circle dance event. We wanted to make sure we did not lose sight of our main purpose and dancing during possibly difficult discussions is very healing.