Number of Company: 1467155
THE COMPANIES ACTS 1985 & 1989 COMPANY LIMITED BY GUARANTEE AND NOT HAVING
A SHARE CAPITAL
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| 1. |
The name of the Company is the Health Food Institute Limited
(hereinafter referred to as “the Institute”). |
| 2. |
The registered office of the Institute will be situated in
England. |
| 3. |
The objects for which the Institute is established are:
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a)
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to support training and education aimed at increasing knowledge in nutritional
and health matters and to arrange examinations in respect thereof |
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b)
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to establish and maintain relationships with other Institutes, Societies,
bodies and individuals likewise concerned with nutrition and health food
retailing |
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c)
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to initiate research into any matters connected with nutrition and health
foods and the retailing thereof for the purpose of training and to promulgate
findings |
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d) |
to promote, govern and maintain standards of training in nutrition and
health food retailing |
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e) |
to take such steps by public or private meetings or otherwise and by
conventions, seminars and exhibitions as may be deemed expedient for the
purpose of furthering the objects of the Institute |
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f) |
to adopt such means of making known the Institute and its objects as
may seem expedient and in particular by advertising in the press and by
printing, publishing and distributing such periodicals, books, leaflets,
films, tapes, cassettes or other information media as the Institute may
think desirable for the promotion of its objects |
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g) |
subject as hereinafter provided to sell, manage, lease, mortgage or dispose
of or otherwise deal with all or any part of the property of the Institute
as may be deemed expedient with a view to the promotion of its objects,
and to borrow and raise money in such a manner as the Institute may think
fit |
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h) |
to invest the monies of the Institute not immediately required for its
purposes in upon such investments, security 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
hereinafter provided |
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i) |
to do all such lawful things as are incidental or conducive
to the attainment of the above objects or any of them
Delivered by: |
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i) |
to ensure that all of its training courses, consultancy and counselling
empower and develop people at all levels, including those concerned in
retailing and small and medium sized businesses, to build a strong and
successful trading identity for the benefit of businesses, personnel and
local community, through the development of skills and expression of the
individual personnel within those enterprises. |
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ii) |
to remain among the best organisations in delivering training, consultancy
and counselling through efficient, relevant and intelligent use of our
resources. |
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iii) |
to respond to and satisfy the needs of businesses both in the health
food and natural products sectors of retailing and business in product
knowledge, giving the highest satisfaction through the provision of innovative
and expert training and consultancy. |
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iv) |
to ensure that the organisation works as an efficient team sharing expertise
and ideas; together developing our business growth and success through
holistic awareness and united effort. |
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v) |
to ensure employees are given the opportunity to develop their skills
for the betterment of their personal development and productivity of the
organisation. |
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vi) |
to ensure that the key purpose of the health food trade is fully supported
and practised effectively through training: The Key Purpose of the Health
Food Trade was first established with the support of the NRTC in 1991;
to identify and satisfy people’s health and dietary needs through
the promotion and provision of an ethical and commercially viable retail
service based on health related products within the philosophy of a natural
holistic lifestyle. |
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vii) |
to support individuals seeking knowledge and development in a range of
subjects including healthy diet, self help and better lifestyle. |
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viii) |
to offer specialist knowledge to the staff of health food manufacturers
and suppliers in an effort to raise the standards of professionalism throughout
all aspects of the health food industry. |
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ix) |
to gain and maintain national recognition of our health food and other
training courses through National Awarding bodies. |
| 1. |
To do all such lawful things in connection with or ancillary
to any of the general business of the Company or are calculated directly
to benefit the Company or enhance the value of or render profitable any
of the Company’s property or rights or are required by any customers
of or any persons dealing with the Company. |
| 2. |
To purchase, take on lease or in exchange, hire or otherwise
acquire and hold for any estate or interest any lands, buildings, easements,
rights, privileges, concessions, patent rights, licenses secret processes
and property of any kind necessary or convenient for the purpose of or
in connection with the Company’s business or any branch or department
of it. |
| 3. |
To erect, construct, lay down, enlarge, alter and maintain
any shops, stores, factories, buildings, works, ways, plant and machinery
necessary or convenient for the Company’s business, and to contribute
to or subsidise the erection construction and maintenance of any of the
above.
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| 4. |
To borrow or raise or secure the payment of money for
the purpose of or in connection with the Company’s business, and
for the purpose of and in connection with the borrowing or raising of
money by the Company to become a member of any building society.
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| 5. |
To mortgage and charge the undertaking and all or any
of the real and personal property and assets, present or future, and
to issue at par or at a premium or discount, and for such consideration
as may be thought fit, debentures and debenture stock, either permanent
or repayable, and collaterally or further to secure any securities of
the Company by a trust deed or other assurance.
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| 6. |
To issue and deposit any securities which the Company
has power to issue by way of mortgage to secure any sum less than the
nominal amount of such securities and also by way of security for the
performance of any contracts or obligations of the Company or of its
customers or other persons or corporations having dealings with the Company,
or in whose business or undertaking the Company is interested, whether
directly or indirectly.
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| 7. |
To receive money on deposit or loan upon such terms as
the Company may approve and to guarantee the obligations and contracts
of customers and others.
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| 8. |
To draw, make, accept, endorse, negotiate, discount and
execute promissory notes, bills of exchange and other negotiable instruments.
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| 9. |
To invest and deal with the monies of the Company not
immediately required for the purpose of its business in or upon such
investments or securities and in such manner as may from time to time
be determined.
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| 10. |
To accept payment of any property or rights sold or otherwise
disposed of or dealt with by the Company, either in cash, by instalments
or otherwise, or in fully or partly paid up shares of any company or
corporation, with or without deferred or preferred or special rights
or restrictions in respect of dividend, payment of capital, voting or
otherwise, or in debentures or mortgage debentures or debenture stock,
mortgage or other securities of any company or corporation, or partly
in one mode and partly in another, and generally on such terms as the
Company may determine, and so hold, dispose of or otherwise deal with
any shares, stocks or securities so acquired.
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| 11. |
To enter into any partnership or joint-purse arrangement
or arrangement for sharing profits, union of interest or co-operation
or to amalgamate with any company, firm or person carrying on or proposing
to carry on any business within the objects of the Company, and to acquire
and hold, sell, deal with or dispose of shares, stocks, or securities
of any such company, and to guarantee the contracts or liabilities of,
or payment of the dividends, interest or capital of any shares, stock
or securities of and to subsidise or otherwise assist any such company.
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| 12. |
To establish or promote or concur in establishing or promoting
any company the promotion of which shall be in any manner calculated
to advance directly or indirectly the objects or interests of the Company,
and to acquire and hold or dispose of shares, stock or securities of
and guarantee the payment of dividends, interest or capital of any shares,
stocks or securities issued by or any other obligations of any such company.
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| 13. |
To make any donations for social or charitable purposes
either in cash or assets which the Company may deem expedient, and in
particular to support the charity known as Lifestyle Dynamics Trust.
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| 14. |
To purchase or otherwise acquire and undertake all or
any part of the business, property, assets, liabilities and transactions
of any person, firm or company carrying on any business which this Company
is authorised to carry on.
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| 15. |
To sell, improve, manage, develop, turn to account, exchange,
let on rent, royalty, share of profits or otherwise, grant licenses,
easements and other rights in or over and in any other manner deal with
or dispose of the undertaking and all or any of the property and assets
for the time being of the Company for such consideration as the Company
may think fit.
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| 16. |
To obtain, acquire and purchase all necessary permits,
licences or trade marks required for the purpose of enabling the Company
to carry on its said business upon such terms and condition as it may
think fit.
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| 17. |
To enter into any contract with the charity known as Lifestyle
Dynamics Trust which is considered beneficial to the Company, provided
that any such contract (other than one entered into in the ordinary course
of the Company’s business) shall be committed to writing.
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| 18. |
And it is hereby declared that the objects specified in
each paragraph of this clause shall, except where otherwise expressed
in such paragraph, be independent main objects and shall be in no ways
limited or restricted by reference to or inference from the terms of
any other paragraph or the name of the Company.
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| 19. |
The income and property of the Institute, when so ever
derived, shall be applied solely towards the promotion of the objects
of the Institute 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 guarantors of the Institute.
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| 20. |
The liability of the guarantors is limited.
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| 21. |
Every guarantor of the Institute undertakes to contribute
to the assets of the Institute, in the event of the same being wound
up while he/she is a guarantor, for payment of the debts and liabilities
of the Institute contracted before he/she ceases to be a guarantor, 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 Hundred Pounds.
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| 22. |
If upon the winding up or dissolution of the Institute
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 guarantors of the Institute, but shall be given or transferred
to some other institution or institutions having objects similar to the
objects of the Institute, and which shall prohibit the distributions
of its or their income and property among its or their members to an
extent at least as great as its imposed on the Institute under or by
virtue of Clause 4 and Clause 3(S) hereof, such institution or institutions
to be determined by the members of the Institute at or before the time
of dissolution, and if so far as effect cannot be given to such provision,
then to some charitable object.
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| We, the several persons whose names, addresses and occupations
are subscribed, are desirous of being formed into an Institute in pursuance
of this Memorandum of Association. |
Liz Chandler (Chair) Company Director
Peter Campbell-McBride (Vice-Chair) Company Director
Ray Rice (Vice-Chair) Company Director
Tom Moses (Treasurer) Company Director
Alistair Forrest (Secretary) Company Director Art. of Assoc.
Ray Hill Company Director
Kell Sainsbury Company Director
John Frisby Company Director
Maurice Wilson Company Director
Stuart Jackson Company Director
David Adams Company Director
Dated the
WITNESS to the above signatures:
Alistair Forrest Secretary
Dated the
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