Memorandum of Association

Memorandum of Association of High Salvington Mill Trust Limited

1. The name of the Company is HIGH SALVINGTON MILL TRUST LIMITED.

2. The registered office of the Company will situate in England.

3. The objects of the Trust shall be:-

To promote the permanent preservation of the post mill at High Salvington, Worthing aforesaid known as High Salvington Mill (and hereinafter referred to as “the Mill”) as a building of historic and architectural interest for the education and for the benefit of the public generally and especially the inhabitants of Worthing in the County of West Sussex in furtherance of the object.

(a) To repair, renovate, restore, rebuild (including, if necessary, dismantling and re-erecting) and generally maintain the Mill and its site.

(b) To purchase or otherwise acquire buildings or land or interest therein.

(c) To sell, let on lease or tenancy, exchange, mortgage or otherwise dispose of buildings or any estate or interest therein.

(d) To purchase, acquire and maintain furniture and other equipment and machinery, tools and appliances for use and display in the Mill or on the Mill site.

(e) To make such arrangements as are necessary to enable the public to view and enjoy the Mill (either free or at a charge).

(f) To provide facilities in conjunction with the Borough Council of Worthing whereby items from the Borough Museum associated with farming and ancient crafts and trades can be displayed in the Mill or on the Mill site.

(g) To give, organise, and promote lectures, talks, demonstrations, and exhibitions to publicise any of the said objects and for the education of the general public.

(h) To print and publish and sell books, pamphlets and other material and documents concerning any of the said objects.

(i) To raise funds by subscription, donations, grants, loans or otherwise for the purposes of the Trust; to invite and accept gifts of all sorts and whether inter vivos or by will and whether or not subject to conditions; to carry out any conditions imposed on any gift which may be accepted.

(j) To enter into and carry out contracts.

(k) To employ and remunerate staff or agents.

(l) To borrow money for the purposes of the Trust and on such terms and on such security (if any) may be thought fit.

(n) To invest the moneys of the Trust not immediately required for its purposes in such securities or property as may be though fit.

4. The Income and property of the Company, whencesoever derived shall be applied solely towards the promotion of the objects 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 the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Company or to any member of the Company, but so that no member of the Council of Management or governing body shall be appointed to any salaried office of the Company or any office of the Company paid 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 of Management or governing body except by payment of out-of-pocket expenses and interest at the aforesaid rate on money lent or reasonable or proper rent for premises demised or let to the Company.

5. The liability of the members is limited.

6. 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 a member or within one year after he ceases to be a member, for the payment of the debts and liabilities of the Company contracted before he ceases to become a member, and of the costs, charges and expenses of the winding up, and for the adjustment of the rights of the contributions among themselves, such amount as may be required not exceeding five pounds (£5).

7. If upon the 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 objects which are similar to the objects of the Company and which shall prohibit the distribution of its or their income and property amongst 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 institutions to be determined by the members of the Company at or before the time of dissolution and, if and so far as effect cannot be given to such provision, then to some other charitable object.

8. True accounts shall be kept of the sums of moneys received and expended by the Company and the matters in respect of which such receipts and expenditure take place, of all sales and purchases of property and goods by the Company and of the property, credits and liabilities of the Company, and subject to any reasonable restrictions as to time and manner of inspecting the same that may be imposed in accordance with the regulations of the Company for the time being, such accounts shall be open to their inspection by members. Once at least in every year the accounts of the Company shall be examined and the correctness of the Income and Expenditure account and Balance Sheet ascertained by one or more properly qualified auditor or auditors.

We, the several persons whose names and addresses are subscribed hereafter are desirous of being formed into a Company in pursuance of this Memorandum of Association.

Alan Roy Brown, Solicitor

Harry Francis Parker, Business Consultant