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The Companies Acts 1985 and 1989

Company Limited by Guarantee and not having

a Share Capital

 

Memorandum of Association of

NEW ATLANTIS

1.     The Company's name is NEW ATLANTIS

       (and in this document it is called "the Charitable Company").

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

3.     The Charitable Company's Objects ("the Objects") are;

(1)     the promotion of commerce, art, science, education, health, religion or belief system, charity or any profession and anything incidental or conducive to these objectives;

(2)     to improve the quality of life of its members;

(3)     the establishment, promotion and administration of an independent virtual country, an honour based society, known as New Atlantis, which will strive for and acknowledge excellence in all ways;

(4)     to research, promote, establish and administer communities or branches by peaceful means within any country or place or on any structure, but not to in any way try to take over another's sovereign area or property;

(5)     to promote the spreading of knowledge, understanding, peace and justice between all people, and governments;

(6)     to improve the quality of life of all citizens of all countries where this does not conflict with the above objectives;

(7)     to promote the understanding of humanity, responsible care of the environment and earth's resources, endangered species, and the welfare of all creatures.

(8)     to promote the concept of shared decision making in a non adversarial way, the development of systems of law, that all citizens understand, and methods of administration that will be beneficial to all citizens; the concept of individual rights, responsibilities, and honour; and to encourage others to take part in the definition of a perfect country and to encourage other countries to borrow from this philosophy.

(9)     the promotion and support of the electronic information service or BBS known as Atlantis Virtual World, or any successor which access is and will be for all time, free to all people, and available on a public telephone service.

4.     In furtherance of the Objects, but not otherwise, the Charitable Company may exercise the following powers:

(1)     to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the Charitable Company;

(2)     to raise funds and to invite and receive contributions: provided that in raising funds the Charitable Company shall not undertake any substantial permanent trading activities;

(3)     to recruit members of various grades, encourage members to progress to higher grades, and to gain a greater understanding of all things;

(4)     to carry out research, collect data, information or knowledge, to carry on discussions, test theories,

(a)         and to store or publish any of these;

(b)         to establish special projects towards this end, such as the Choices Project which attempts to define all the major decisions throughout life, the choices available, and likewise for a civilisation the ideal structure, system of laws, methods of administration, representation and other factors;

(c) the development of the Reports Club, so as to make available to as many members as possible the results of the work undertaken;

(d) the development of correspondence courses, or self help kits, on a range of topics.

(5)     to carry out any enquiry, or research on any event, situation or topic, and to produce a report and publicise the findings.

(6)     to establish as a division of the Charitable Company, an institution to be known as the New Atlantis University of Life, and for this to undertake the expansion or extension of learning, or the pursue of knowledge and to issue degrees acknowledging achievements; to administer a correspondence course exchange and promote on its own, or with others distant learning and courses of all types.

(7)     to establish and manage as divisions of the Charitable Company various orders of knighthood, which shall promote the concept of honour;

(8)     to acquire, alter, improve and (subject to such consents as may be required by law) to charge or otherwise dispose of, let out, manage or deal in or with in any way, land or property;

(9)     subject to clause 5 below to employ such staff, who shall not be directors of the Charitable Company (hereinafter referred to as "the trustees"), as are necessary for the proper pursuit of the Objects;

(10)    to establish or support any trusts, associations, clubs or institutions formed to carry out any aspect of the Objects, as well as any New Atlantis trusts as defined in the rules of membership.

(11)    to support any charitable trusts, associations or institutions with all or any of the Objects, or under the rules;

(12)    to co-operate with other charities, voluntary bodies and, statutory authorities operating in furtherance of the Objects or similar charitable purposes and to exchange information and advice with them;

(13)    to pay out of the funds of the Charitable Company the costs, charges and expenses of and incidental to the formation and registration of the Charitable Company, and any percentage deemed appropriate by the trustees of the costs of  the promotion and or  formation of any other trust, club or other organisation, where in doing so helps to achieve the same Objects;

(14)    to carry on any business of any description, which may seem to the Charitable Company, capable of advantageously or conveniently  being carried on, in connection to, or ancillary to the objectives of the Charitable Company, or calculated to directly, or indirectly enhance their value, or render them more profitable, or useful to members.

(15)    to do all such other lawful things, as are necessary, for the achievement of the Objects;

5.       The income and property of the Charitable Company shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Charitable Company, and no trustee shall be appointed to any office of the Charitable Company paid by salary or fees, or receive any remuneration, or other benefit  in money or  money's worth from the Charitable Company: Provided that nothing in this document shall prevent any payment in good faith by the Charitable Company:

(1)     Of the usual professional charges for business done by any trustee who is a solicitor, accountant, author, publisher, researcher or other person engaged in a profession, or by any partner of his or hers, when instructed by the Charitable Company to act in a professional capacity on its behalf, or other items or services as defined within the rules: Provided that a trustee shall withdraw from any meeting at which his or her appointment, or remuneration, or that of his or her partner, is under discussion, unless a motion to the contrary is carried at the meeting, or is an exception defined within the rules;

(2)     of reasonable and proper remuneration for any, services rendered to the Charitable Company by any member, officer or servant of the Charitable Company who is not a trustee;

(3)     of interest on money lent by any member of the Charitable Company, or trustee, at a reasonable and proper rate per annum, not exceeding the published base lending rate of a clearing bank, to be selected by the trustees;

(4)     of fees, remuneration or other benefit in money or money's worth to any company, of which a trustee may also be a member, holding not more than 1/100th part of the issued capital of that company, and to pay in full to any company, individual or organisation, which a trustee is a member of or not, for any goods, membership recruitment or administration, publications, promotion or towards the cost of products, publications or other items which help to achieve the Objectives;

(5)     of reasonable and proper rent for premises demised or let by any member of the Company or a trustee;

(6)     to any trustee of reasonable out-of-pocket expenses, and the costs associated with the President of New Atlantis carrying out his defined role under the articles and rules, whether a trustee or not.

6.       The liability of the members is limited.

7.       Every member of the Charitable Company undertakes to contribute such amount as may be required (not exceeding £100) to the Charitable Company's assets if it should be wound up while he or she is a member, or within two years after he or she ceases to be a member, for payment of the Charitable Company's debts and liabilities contracted before he or she ceases to be a member, and of the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributors among themselves.

8.       If the Charitable Company is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property, it shall not be paid to, or distributed among, the members of the Charitable Company, but shall be given or transferred to some other Charitable Company or charities having Objects similar to the Objects which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on the Charitable Company by Clause 5 above, chosen by the members of the Charitable Company, or its President, at or before the time of dissolution and if that cannot be done then to some other charitable object.

We, the persons whose names and addresses are written below, wish to be formed into a company under this memorandum of association.

Signatures, Names and Addresses of Subscribers