Memorandum
COMPANIES ACTS 1963 TO 2008
AND NOT HAVING A CAPITAL SHARE
MEMORANDUM OF ASSOCIATION
OF
AN SANCTÓIR LIMITED
- The name of the company AN SANCTÓIR LIMITED CHY13347
- (i) The main object for which the company is established is to maintain and conduct a spiritual, multicultural community sanctuary at Bawnaknockane, Ballydehob or elsewhere, for the practice, study and promotion of holistic methods which encourage self awareness and nourish the human spirit, the land and the environment. Where people from every walk of life and background can come in groups or individually to a safe, non-judgmental space to balance, renew, heal, develop and educate themselves, explore their creativity, re-establish their links with the natural world and celebrate the joys and challenges of living.
(ii) The company shall have the following subsidiary objectives and powers: [To assist the Company in furthering its main objects the company shall have the following enabling powers:]
(a) To promote and provide facilities and resources for education, information, study, protection and preservation of the natural environment, personal growth, spiritual development, creative expression, encouraging the discovery of one’s core identity, purpose, and uniqueness of being through the maintenance and development of the existing sanctuary at Bawnaknockane, Ballydehob in the county of Cork or at any such place or places where the sanctuary or sanctuaries may be located;
(b) To provide social, cultural, recreational, educational, environmental and residential facilities for the benefit of its members and persons attending or availing of the services of the sanctuary or other sanctuaries provided by the company;
(c)For the objects of the company to establish, provide or source a person or team of persons to act as educators, facilitators, co-ordinators and for the provision of other services in connection with the said centre and all other activities of the company, and for them to identify and use resources in a balanced manner encouraging good practice with regard to all resources, e.g. human, animal, mineral, energy of all kinds etc.
(d)To organise, promote and provide courses, workshops, camps, classes, ceremonies, exhibits, rituals, retreats, performances, events in connection with any of the within objectivesat the sanctuary and elsewhere which may be open to members of the public.
(e)To provide support and encouragement for other individuals, centres and groups having similar or related objectives, and to network with them. To uphold a spirit of welcome and sanctuary at all times provided that it does not substantially undermine the company’s core balance of existing resources, facilities, grounds and assets or financial sustenance;
(f)To provide education in and provide financial or other support for action for the promotion of justice, and the elimination of poverty and development of balanced communities abroad as well as in Ireland.
(g)To support and encourage peaceful and harmonious relations between nations and peoples and to be an example of wholeness and balance in all aspects of the running of the company, and any organizations or groups working under the auspices of the company, and in how it conducts its business internally and externally;
(h) To provide library and resource facilities including books, tapes, records, CDs, posters, video tapes, DVDs and literature and any other items at the sanctuary or other such places as the company may decide and to provide a living vibrant design in various media for how a community sanctuary facility can work holistically;
(i) To provide an office and/or such other administrative facilities at Ballydehob or at other such places as the company may decide;
(j)To provide and promote education on the environment and to develop an increased awareness and honouring of the interdependence of all creation and to encourage and hold celebrations of appreciation of life and the cycles of the seasons and to deepen our human relationship with the Earth;
(k)To provide, publish and sell books, tapes, records, CDs, posters, video tapes, DVDs and literature and any other items for the dissemination of knowledge in furtherance of the objectives herein;
(l) Also to provide rehearsal, exhibition, performance and exploration facilities for established or unknown or fledgling artists;
(m) To provide facilities for and promote various forms of meditation;
(n) and to provide and promote knowledge, education and training in medicine, healing, and complimentary healing; and to provide facilities for practitioners of such healing;
(o)To develop awareness of heritage in all its aspects and to preserve, broaden, enhance and develop it;
(p)To publicise the objects and activities of the company, to campaign publicly for the attainment of the objects of the Company, to promote these objectives by lectures, talks, prayer meetings, group discussions and other teaching methods, by practical demonstration and by the provision of facilities not only for studying and meditation but for all such activities as shall help in any way to forward the objects of the company;
(q)To provide education in and promote peace studies and the resolution of conflicts between individuals, groups, nations and peoples; trustees or others employed or involved in the running of the company or its associated bodies, must familiarise themselves with and adhere to the objectives of the company; their actions and decision-making processes must be in accordance with the holistic principles enshirined in these obectives, dealing with conflict in a way that maintains balance, harmony, and respect for individuals and groups;
(r) To provide and promote knowledge, awareness, education, treatment, counselling and training in overcoming chemical dependency and other addictions or dependencies, and to actively discourage the abuse of chemicals, drugs and alcohol;
(s)In addition to the sanctuary herein before referred to, establish facilities or other sanctuaries at any other location as the company may decide for a furtherance of the objectives herein;
(t)To promote research into environmental, spiritual, health related, humanitarian, educational, cultural and religiousstudies related to any and all religions and spiritual practices, and at the discretion of the trustees to make grants of money for the purpose of assisting any member or members of the company to pursue at universities, colleges or elsewhere for study or research;
(u)To solicit, collect, and receive subscriptions, donations, and gifts of all kinds, whether absolute or conditional for the purposes of the Company and to accept donations upon any special trust, within the limits of the objectives for which the company is established;
(v)To apply to the government or to the appropriate minister thereof or any other person or body for the advance of monies by way of grant to finance the work or objectives of the company and to apply such monies accordingly subject to any conditions or restrictions which may be attached to such grant;
(w)To purchase, take on, lease, let or loan in exchange or hire or otherwise acquire any real or personal property which the Company may consider necessary for the promotion of its objectives and to construct and maintain all such buildings and erections and carry out all such works necessary or convenient for the purpose of the company and to buy and sell and deal in all kinds of goods and provisions (whether produced by the Company or not);
(x)To sell, lease, mortgage or raise money upon, dispose of, use or deal with the whole or any part of the real or personal property of the Company as may be thought expedient with a view to the promotion of its objectives for such consideration as the company shall think fit and in particular for shares, debentures or securities of any other company or association having objects together or in part similar to those of this company, either in the Republic of Ireland or elsewhere;
(y)To establish and control committees and to form, make, enact and enforce rules and regulations for the control, efficiency, regulation, protection and management of the companies premise(s) and the use of the Company’s property and in relation to the control and conduct of members or other persons using the Company premises or property and to vary, modify, add to, rescind and re-enact the said rules and regulations with respect of the established core principles and history of said Company;
(z)To fix and enforce a scale of charges by way of subscription or otherwise, whether payable by members of the company or others for the use of premises and property of the Company and also for admission to such courses, studies, events, performances, activities, exhibitions, contests, competitions and recreations as may be held or promoted by the company (from time to time). To support communities and individuals in need through concessions and use of the centre free of charge at the discretion of the trustees and provided that the company has the necessary resources;
(aa)To borrow or raise money or secure the payment of money in such a manner as the company shall think fit and in particular by the issue of debenture stock whether perpetual or otherwise and to mortgage or charge all or any of the property and the rights of the company, both present and future and repay and redeem such securities;
(bb)To support or subscribe to any charitable or other institutions, Clubs societies or funds;
(cc) To permit and allow any person, club, society, company or other body to use and enjoy the premises and other property of the Company or any portion thereof by way of letting, hire, renting, lease, license or otherwise on such terms and conditions as the company think fit;
(dd) To grant members of the company or to any such person or class or person, with or without payment, all or any of the privileges attached to membership of the Company with such consent or sanction as provided in the Articles of Association of the company registered herein, but not further or otherwise;
(ee)To invest any part of the monies of the company not immediately required for its objectives in or upon such authorised trustee investments as may be thought fit, but only in accordance with the principles and objectives of the said Company, i.e. not invest in a company or body whose objectives would directly conflict with the Company's objectives and charitable nature.
(ff) To hire, employ and engage the services of all classes of persons considered necessary for the purpose of the company and to pay them and any otherperson(s) in return for services rendered to the Company, salaries, wages, charges or other payments and to establish and maintain or procure the establishment of any pension or superannuation fund (whether contributory or otherwise) for the benefit of and to give or procure the giving of donations, gratuities, pensions, annuities, allowances, emoluments or charitable aid to any persons who are, or were at any time in the employment or service of the company or any persons in whose welfare the Company may be interested and the spouses dependents of any such person and to make payments towards insurance and assurance and to form and contribute to Provident and Benefit Funds for the benefit of any such persons;
(gg) To insure all the property of the Company and the Company itself against all possible risks and third party claims;
(hh) To maintain and operate savings and current accounts and other banking accounts and to draw, accept, endorse and issue cheques, bills of exchange, warrants, debentures and other negotiable or transferable instruments;
(ii) To pay expenses incurred in connection with promotion, formation and incorporation of this Company;
(jj) To research, invest, set up alternative energy resources, transform existing power sources, recycle all wastes and to, wherever possible, work in an environmentally friendly way also that any new structures reflect this in their materials, presence and environmental impact;
(kk) To farm and conduct horticultural activities and practices in keeping with the objectives of the company and to maintain and develop land in a permaculture or other environmentally sound and economically viable way, to create and maintain pathways, nature walks, gardens and to produce horticultural products for sale or use at the sanctuary;
(ll) To provide site, facilities, resources for a non-denominational, not-for-profit kindergarten, creche or school, with the understanding that this associated body must follow the principles and agreements made with the Company and conduct themselves in keeping with the objectives and principles of said Company;
(mm) to support elderly, youth and the socially disadvantaged by providing a space for these groups and by offering concessions where appropriate and possible;
(nn) To establish, maintain, provide land, facilities, resources for a not-for-profit, alternative hospice and burial ground open to all faiths at the Centre in Ballydehob or any other place or places where the Company may see fit;
(oo) To establish, maintain, provide land, facilities, resources for a not-for-profit, animal sanctuary at An Sanctoir or any other place or places where the company may see fit;
(pp) To establish, maintain, provide land, facilities, resources for a not-for-profit, alternative birthing facility and midwifery service at An Sanctoir or any other place or places where the company may see fit;
(qq) To do all such lawful acts and things as are incidental or conductive to the attainment of the above objects.
- Provided that the company shall not support with its funds or endeavour to impose on or procure to be observed by its members or others any regulation or restrictions, which if an objective of the Company would make it a Trade Union.
- The income and the property of the Company, whensoever derived, shall be applied solely towards the promotion of the main objectives 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 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 services actually rendered to the Company, nor prevent the payment of interest at a rate not exceeding 5 percent per annum on money lent or reasonable and proper rent for premises demised or let by any member to the Company; but so that no member of the board of management or board of directors of the Company shall be appointed to any salaried office of the Company or any office of the Company paid by fees and that no remuneration or other benefit in money or money’s worth shall be given by the Company to any member of such Council, or Board of Directors, except for repayment of out-of-pocket expenses and interest at the rate aforesaid shall not apply to any payment to any company of which a member of the Council of Management, or Board of Directors may be a member and in which such member shall not hold more than one-hundredth part of the capital and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.
- No addition, alteration or amendments shall be made to or in the provisions of the Memorandum or Articles of Association for the time being in force unless the same shall have been previously submitted to and approved by the Minister for Enterprise and Employment and the Revenue Commissioners provided that in respect of clause 4 and 8 of the Memorandum of Association, such approval shall be given only after consultation with the Minister for Finance and the Revenue Commissioners
- The liability of the members is limited.
7. 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 still a member or within
one year after he ceases being a member, for payment
of the debts and liabilities of the Company contracted
before he ceased to be a member and of the costs, charges
and expenses of winding up and for the adjustments
of the rights of the contributories among themselves,
such amount may be required not exceeding €2.00
(two Euro)
8. If upon 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 charitable, institution or institutions
having made similar objectives to the main objectives
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 in so far as effect cannot be
given to such provision then to some charitable object.
9.Annual audited accounts shall be kept and made available
to the Revenue commissioners on request.
10. No addition or alteration shall be made to the
Memorandum of Association of the Company without prior
written approval of the Revenue Commissioners.
WE, the several persons whose names, addresses and descriptions are subscribed wish to be formed into a Company in pursuance of this memorandum of Association.