MEMORANDUM OF ASSOCIATION of
THE COLOUR GROUP (GREAT BRITAIN)


1. The name of the Company (hereinafter called "the Group") is "THE COLOUR GROUP (GREAT BRITAIN)".

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

3. The object of the Group is to encourage the study of colour in all its aspects and to promote the education of the public in the field of colour. In furtherance of the above object, but not further or otherwise, the Group may:-

(A) Cause to be written, and printed or otherwise reproduced and circulated, gratuitously or otherwise, periodicals, magazines, books, leaflets or other documents or films or recorded tapes.

(B) Hold exhibitions, meetings, lectures, classes, seminars and courses either alone or with others.

(C) Foster and undertake research into any aspect of the objects of the Group and its work and to disseminate the results of any such research.

(D) Co-operate and enter into arrangements with any authorities, national, local or otherwise.

(E) Make grants or loans of money, books, apparatus, or other matters or things for the purpose of promoting invention and research and education in colour and/or in subjects connected therewith.

(F) Purchase, take on lease or in exchange, hire or otherwise acquire any property and any rights and privileges necessary for the promotion of the said objects and construct, maintain and alter any buildings or erections necessary for the work of the Group.

(G) Make regulations for any property which may be so acquired.

(H) Subject to such consents as may be required by law, sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Group.

(I) Draw, make accept, endorse and exchange promissory notes, Bills of Exchange, cheques and other negotiable instruments and to give guarantees where requisite for the furtherance of the Group's objects.

(J) Subject to such consents as may be required by law borrow or raise money for the said objects and accept gifts on such terms and on such security as shall be deemed to be necessary.

(K) Raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions and otherwise PROVIDED THAT the Group shall not undertake permanent trading activities in raising funds for the said objects.

(L) Invest the monies of the Group 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.

(M) Do all such things as are incidental or conducive to the lawful attainment of the above objects or any of them.

4. The income and property of the Group whencesoever derived shall be applied solely towards the promotion of the objects of the Group 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 Group.

Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Group or to any Member of the Group in return for any services actually rendered to the Group nor prevent the payment of interest at a rate not exceeding two per cent per annum less than the minimum lending rate prescribed for the time being by a clearing bank selected by the Management Committee or three per cent whichever is the greater on money lent or reasonable and proper rent for premises demised or let by any member to the Group, but so that no Member of the Committee or the Governing Body of the Group shall be appointed to any salaried office of the Group or any office of the Group paid by fees and that no remuneration or other benefit in money or money's worth shall be given by the Group to any Member of such Committee or Governing Body except repayment of out of pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Group; provided that the provision last aforesaid shall not apply to any payment to any Company of which 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.

5. The liability of the Members is limited.

6. Every Member of the Group undertakes to contribute to the assets of the Group in the event of the same being 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 Group contracted before 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 among themselves, such amount as may be required not exceeding one pound.

7. If upon the winding up or dissolution of the Group 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 Group but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Group 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 Group under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the Members of the Group at or before the time of the dissolution, and if and so far as effect cannot be given to the foregoing provisions then to some charitable object.


DATE 10 Jan 2015