Memorandum of Association

FleetNet Memorandum of Association

THE COMPANIES ACT 2006
COMPANY LIMTED BY GUARANTEE
MEMORANDUM OF ASSOCIATION

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FLEETNET LIMITED

1. The Company’s name is “FleetNet Limited”.
2. The Company’s registered office is to be situated in England and Wales.
3. The Company’s objects are:

3.1 to seek agreement upon establishing and maintaining common standards amongst fleet operators and industry suppliers of data and systems in the use and application of electronic data interchange in the automotive industry

3.2 to define, manage and champion best practice in the electronic data interchange requirements of the said industry

3.3 to define manage and make available a FleetNet vehicle identification dataset in order to provide an open standard to facilitate vehicle data cross-referencing across the automotive industry

3.4 to finance the achievement of  the said objects through fees, with the general  aim not to make profit from  fees collected

3.5 the doing of all such other things as are incidental or conducive to the attainment of the said objects.

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

4.1 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 Company

4.2 to raise funds and to invite and receive contributions (by way of membership fees) provided that in raising funds the Company shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations

4.3 subject to Clause 5 below to employ such staff, who shall not be directors of the Company (hereinafter referred as “the Directors”), as are necessary for the proper pursuit of the Objects and to made all reasonable and necessary provision for the payment of pensions and superannuating to staff and their dependants as appropriate.

4.4 to co-operate with other bodies and statutory authorities operating in furtherance of the Objects or similar purposes and to exchange information and advice with them

4.5 to pay out of the funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company

5. The income and property of the 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 Company, and no Director shall be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Company provided that nothing in this document shall prevent any payment in good faith by the Company:

5.1 of the usual professional charges for business done by any Director who is a solicitor, accountant or other person engaged in a profession, or by any partner of his, when instructed by the Company to act in a professional capacity on its behalf provided that at no time shall a majority of the Directors benefit under this provision and that a Director shall withdraw from any meeting at which his appointment or remuneration, or that of his partner, is under discussion

5.2 of reasonable and proper remuneration for any services rendered to the Company by any member, officer or servant of the Company who is not a Director

5.3 of interest on money lent by any member of the Company or Director at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the Directors

5.4 to any Director of reasonable out-of-pocket expenses

6. The liability of the Members is limited.

6.1 Every Member of the Company undertakes to contribute such amount as may be required (not exceeding £100) to the Company’s assets if it should be wound up while they are a Member or within one year after they cease to be a Member, for payment of the Company’s debts and liabilities contracted before they cease 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.

6.2 If the Company is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall be paid to or distributed among the members of the Company at or before the time of dissolution

We, the persons whose names and addresses are written below, wish to be formed into a Company under this Memorandum of Association.