WHO WE ARE WHAT WE DO HOW WE WORK
Company No. 3203859
THE COMPANIES ACT 1985
COMPANY LIMITED BY GUARANTEE
MEMORANDUM OF ASSOCIATION
OF
NOMINET UK
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The name of the Company is "NOMINET UK".
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The Registered Office of the Company will be in England.
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The objects for which the Company is established are:
3.1 to act as the Network Information Centre for the United Kingdom and manage and control the use of the Internet domain ".UK";
3.2 subject to all necessary consents, and to the co-operation of the governmental and non-governmental organisations concerned, to manage and control the use of sub-domains under the Internet domain ".UK" (whether directly or by means of sub-contracts, agents or any other means);
3.3 to establish, publish and administer rules for the use of the domain and sub-domains referred to in clauses 3.1 and 3.2;
3.4 to maintain a register of Internet domain names;
3.5 to establish and implement procedures for authorising changes to the register;
3.6 to provide facilities for searching the register; and
3.7 to operate a domain name service;
in each case on a commercial basis.
"the United Kingdom" means Great Britain, Northern Ireland, the Channel Islands and the Isle of Man; and any other territories included from time to time within the designation "GB" in ISO 3166 (the International Standard for Country Codes).
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No addition, alteration or amendment shall be made to or in the provisions of clause 3, 5, 6 or 9 of this Memorandum of Association unless it has been approved by at least 90% of the votes cast by members of the Steering Committee established by the Articles of Association, present (in person or by proxy) and voting at a properly-convened meeting of that Steering Committee. No alteration may be made to this clause.
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In support of the objects, but not otherwise, the Company shall have power to do all things incidental or conducive to the attainment of the objects or any of them. In particular (but without limitation) the Company shall have the following powers:
5.1 to pay out of the Company's funds the costs incurred in forming the Company;
5.2 to pay out of the Company's funds premiums on insurance policies to cover the liability of the members of the Steering Committee and/or the Council of Management established by the Articles of Association which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Company: provided that any such insurance or indemnity shall not extend to any claim arising from criminal neglect or deliberate default on their part;
5.3 to invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made, provided that the Company shall not have power to invest in any organisation which is a member of the Company at the time the investment is made;
5.4 to promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company;
5.5 to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of the employees of the Company or of any subsidiary, holding or fellow subsidiary of the Company and of their wives, widows, children and other relatives and dependants and to lend money to any such employees or to trustees on their behalf to enable any such schemes to be established or maintained.
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The income and capital of the Company shall be applied solely towards the promotion of the objects of the Company; and no part of the income or capital shall be paid or transferred, directly or indirectly, to the members of the Company, whether by way of dividend or bonus or otherwise in the form of profit. This shall not prevent the payment of:
6.1 reasonable and proper remuneration to any officer, employee, or member of the Company in return for any services provided to the Company;
6.2 a reasonable rate of interest on money lent to the Company;
6.3 reasonable rent for property let to the Company;
6.4 expenses to members of the Council of Management and the Steering Committee; or
6.5 premiums on the indemnity insurance referred to in clause 5.2.
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The liability of the members is limited.
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If the Company is wound up while a person is a member or within one year after that person ceases to be a member, every member of the Company will contribute such amount as may be required (not exceeding £10) to the assets of the Company, for payment of the Company's debts and liabilities accrued before the member ceases to be a member, and of the costs and expenses of winding up, and for the adjustment of the rights of the members among themselves.
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If on the winding up or dissolution of the Company there remains any surplus property after satisfaction of the Company's debts and liabilities, the surplus shall not be paid to the members of the Company, but shall be either:
given or transferred to some other institution or institutions having objects similar to the objects of the Company; or
9.2 if no such institution can be found, paid to one or more charitable trusts, institutions, associations or companies formed or existing in order to conduct research for the public benefit into electronic networking and/or related disciplines and subject areas.
If no such payment is possible, any surplus shall be applied to a charitable object. In each case, the recipient body or bodies shall be chosen by the members as at the date of winding up or dissolution.
We, the persons whose names are written below, wish to be formed into a Company under this Memorandum of Association:
Names of subscribers
Richard Phillip ALMEIDA
William BLACK
Alex BLIGH
John Venners CAREY
Keith Niven MITCHELL
Nigel Roy TITLEY
Dated the 14th day of May 1996
Witness to the above signatures:
Orla O'Donoghue
