The Companies Act 1985 & 1989
Company Limited by Guarantee
Memorandum of Association of
ondoloop Limited

1. The name of the Company is 'ondoloop Limited'
2. The Registered Office will be situated in England and Wales
3A. The objects for which the Company is established are:
(a) To research and develop interactive and other technologies for use within an arts context.
(b) To create original performances, installations, events and other artworks utilizing interactive and other technologies
(c) To become involved in working with local and other communities, other artists, and arts and similar organizations in organizing events, workshops, training opportunities and other similar activities.
(d) To foster and support the principles and concept of co-operation in its own affairs and in industry and commerce generally.
3B. In furtherance of the above objects, but not otherwise, the Company shall have the following powers:
(a) To carry on any other activities whatsoever which can in the opinion of the Company be advantageously carried on by the Company incidental with or conducive to or ancillary to any of the objects of the Company or is calculated directly to benefit the Company or enhance the value of or render profitable and of the Company's property or rights or is required by any client or customer or persons (legal or natural) dealing with the Company.
(b) To provide educational, training, advisory, counselling, consultancy, administrative, professional and technological support services in furtherance of the objects of the Company
(c) To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest in lands, buildings, easements, rights, privileges, concessions, patent rights, licenses, secret processes, or property of any kind necessary or convenient for the purposes of or in connection with the Company's objects or any branch or department thereof.
(d) To erect, construct, lay down, enlarge, alter and maintain any shops, stores, factories, buildings, works, ways, plant and machinery necessary to or convenient for the Company's objects and to contribute to or subsidise the erection, construction and maintenance of any of the above.
(e) To make appeals for money and solicit subscriptions to the funds of the Company and to accept any gifts or real or personal property including those subject to any trust and/or conditions compatible with the objects of the Company and to undertake to carry out any such trust and/or conditions compatible with the objects of the Company
(f) To borrow or raise or secure the payment of any money for the purposes of or in connection for the Company's objects, and for the purpose of and in connection with the borrowing or raising money by the Company to become a member of any Building Society subject to the provisions of clause 4 below.
(g) To mortgage and charge the undertaking and all or any of the real or personal property and assets, present and future, and to issue at par or at a premium or discount, and for such consideration and with and subject to such rights, powers and privileges and conditions as may be thought fit, debentures or debenture stock, either permanent or repayable, and collaterally or further to secure any securities of the Company by a trust deed or other assurance subject to the provisions of clause 4 below.
(h) 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 in whose undertakings the Company is interested, whether directly or indirectly.
(i) To receive money on deposit or loan upon such terms as the Company may approve and to guarantee the obligations and contracts of clients and customers including Members of the Company, subject to the provisions of clause 4 below.
(j) To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange, cheques and other negotiable instruments.
(k) To invest and deal with the monies of the Company not immediately required for the purpose of its objects in or upon such investments or securities and in such manner as may from time to time be determined by the Company.
(l) To accept payment for any property or rights sold or otherwise disposed of or dealt with by the Company either in cash, by installments 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, repayment of capital, voting or otherwise, or in mortgage debenture or debenture stock, mortgages 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 to hold, dispose of or otherwise deal with any shares, stock or securities so acquired.
(m) To enter into any partnership, or joint-purse agreement for sharing profits, union of interests, or co- operation, or amalgamate with any Company, firm or person carrying or proposing to carry on any objects within the objects of the Company, and to acquire and hold, sell, deal with or dispose of shares, stock, securities or property of any such body, and to guarantee the contracts or liabilities of or payments of the dividends, interest or capital of any shares, stock, securities or property of and to subsidize or otherwise assist any such body subject to the provisions of clause 4 below.
(n) To establish or promote or concur in establishing any Company, firm, co-operative or other organisation the promotion of which shall in any manner be calculated to advance directly or indirectly the objects or interests of the Company and to acquire and hold or dispose of shares, stock, securities or property issued by or any other obligations of such organisation.
(o) 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 the Company is authorised to carry on.
(p) To make donations for social or charitable purposes either in cash or assets which the Company may deem expedient
(q) To make, publish, supply, sell or deal in books, periodicals, audio film and video recordings, and other publications in any medium or any other educational or training materials.
(r) To obtain, acquire and purchase all necessary permits, licenses or trade marks and other intellectual property rights required for the purpose of enabling the Company to carry on its objects upon such terms and conditions as it may think fit.
(s) To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant easements, licenses and other rights in or over, and in any other manner deal with or dispose of the undertaking and any or all of the property and assets for the time being of the Company for such consideration as the Company may think fit
3C. In carrying out its objects the Company shall have regard to promoting the physical, mental and spiritual well- being of the community and especially those who participate in the activities of the Company
4. In accordance with co-operative principles the interest paid by the Company on money borrowed shall not exceed such a rate as is necessary to attract and retain the capital required to further the Company's objects.
5. The Company may receive interest-free loans and donations towards its objects.
6. The liability of the Members is limited
7. Every Member of the Company undertakes to contribute to the assets of the Company in the in the event of the same being wound up while s/he is a Member or within one year after s/he ceases to be a Member for payment of the debts and liabilities of the Company contracted before s/he ceased to be a Member, and of the costs, charges or expenses of winding up and for the adjustments of the rights of the contributories amongst themselves, such amount as may be required not exceeding one pound.
8. In the event of the winding up or dissolution of the Company, after the satisfaction of all its debts and liabilities, the assets remaining shall be transferred in the furtherance of the aforementioned objects to any organisation having two objects similar to or compatible with any of the objects of the Company as may be determined by a General Meeting or, insofar as the assets are not transferred, shall be held for charitable purposes. This clause 8 may only be changed by the unanimous vote of all members at an Extraordinary General Meeting and section 17 of the Act shall not apply.

The Companies Act 1985 & 1989
Company Limited by Guarantee
Articles of Association of
ondoloop Limited

Interpretations
1. In these Articles:
"the Act" means the Companies Act 1985 as amended by the 1989 Act and any other amendments from time to time in force.
"the Seal" means the Common Seal of the Company.
"Secretary" means any person appointed to perform the duties of the Secretary of the Company.
"the Board" means all those persons appointed to perform the duties of Directors of the Company.
"employee" means anyone holding a contract of employment with the Company.
"in writing" shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing words in a visible form.
Words importing the singular number shall include the plural and vice versa unless a contrary intention appears.
Words importing persons shall include corporate bodies and associations if not inconsistent with the text.
2. Unless the context requires otherwise, words or expressions contained in these Articles shall bear the same meanings as in the Act.
Any statutory instruments or regulations from time to time in force shall be deemed to apply to this Company, whether or not these Articles have been amended to comply with such instrument or regulation.

Members
3. The Board may admit to Membership any person, society, company, firm or association who wishes to use the services of the Co-operative, and has agreed to pay to the Co-operative any fee or other monies due for the use of such services. In addition the Co-operative by majority vote in General Meeting may decide to admit employees of the Co-operative to membership
4. All potential members of the Co-operative may be required to serve such reasonable probationary period as may be agreed by the Co-operative in General Meeting before becoming eligible to be admitted into the Membership.
5. The Co-operative shall keep a Register of Members containing the name and address of every member, the date on which s/he or it became a member and the date on which s/he or it ceased to be a member. A member shall notify the Secretary in writing of a change to their name and address.
6. Every application for membership shall be considered by the Board at its first meeting after the application was made or as soon afterwards as is practicable. If the application for membership is approved, then the member's name shall be entered into the Register of Members.
7. A member shall cease to be a member immediately that s/he or it:
(a) Ceases in the opinion of the Board to use the services provided by the Co-operative during any one period of twelve months; or
(b) Fails in the opinion of the Board unreasonably to pay any fee or other monies due to the Co-operative; or
(c) Resigns in writing to the Secretary; or
(d) Is expelled by a Special Resolution carried in accordance with Article 11(b) at a Special General Meeting called to consider the matter; or
(e) Dies or becomes bankrupt, if an individual person; or
(f) Is wound up or goes into liquidation, if a corporate body, firm or association.

General Meetings
8. The Company shall in each calendar year hold a General Meeting as its Annual General Meeting and shall specify the meeting as such in the notice calling it, provided that every Annual General Meeting except the first shall be held not more than fifteen months after the last preceding Annual General Meeting. The first Annual General Meeting need not be held in the year of incorporation not the following year provided that it shall be held within eighteen months of incorporation.
(a) The consideration of the Report and Accounts presented by the Board;
(b) The election of Board Members (or the announcement of results if held previously by ballot);
(c) The appointment and fixing of remuneration of the auditor or auditors.
(d) A decision on application of surplus (profits) in accordance with Article 63;
(e) Such other business as may have been specified in the notices calling the meeting.
9. Ordinary General Meetings of the Co-operative shall be held at Quarterly Intervals, but the Co-operative in General Meeting may decide to hold Ordinary General Meetings more or less frequently.
10. The Board may, whenever they think fit, convene an Extraordinary General Meeting of the Company, or ten percent of the Membership, whichever is greater, may convene an Extraordinary General Meeting as provided by section 368 of the Act.
11. Decisions at General Meetings shall be made by passing Resolutions as follows:
(a) Decisions involving an alteration to the Memorandum of Association and to the Articles of Association shall require the unanimous vote of all the members of the Company at an Extraordinary General Meeting testified by their signatures.
(b) The decisions involving an alteration to clauses of the Memorandum or Articles of Association, other than those specified above, and other decisions so required from time to time by statute shall be made by a Special Resolution. A Special Resolution is here defined as one passed by a majority of not less than the three-fourths of the members of the Company present and voting at an Extraordinary General Meeting.
(c) Decisions to dispense with the requirement to hold Annual General Meetings, to re-appoint auditors annually, or to lay accounts before the Company in General Meeting shall be made by Elective Resolution. An Elective Resolution is one passed by all the Members of the Company for the time being testified by their signatures. Any elective Resolution once passed may be revoked by a subsequent Ordinary Resolution.
(d) All other decisions shall be made by Ordinary Resolution requiring a simple majority.

Notices
12. An Annual General Meeting and an Extraordinary General Meeting which is to consider a Special or an Elective Resolution or which is to consider a proposal to remove the Auditor or a member of the Board above shall be called by at least twenty-one days clear notice. Any other General Meeting shall be called by at least fourteen clear days notice.
13. Notice of every General Meeting shall be given in writing to every member of the Company and to the Auditors and shall be given personally or sent by post to each member at the address recorded in the Register of Members and to other persons at their Registered Office.
14. Notice of all meetings shall be given exclusive of the day on which it is served and shall specify the exact time and place of the meeting. In the case of a General Meeting which is to consider a Special or an Elective Resolution or a proposal to remove the Auditor or a member of the Board, such resolution shall be specified in the notices calling that meeting, and in the case of all other General Meetings the general nature of the business to be raised shall be specified.
15. Where notice is sent by post, the notice shall be deemed to have been served forty-eight hours after the notice has been posted, provided that it was properly addressed and pre-paid.
16. The accidental omission to give notice of a meeting to or non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate proceedings at that meeting.

Proceedings at General Meetings
17. Every member and such other persons as receive notice shall be entitled to attend and speak at a General Meeting.
18. A corporate body, firm or association which is a Member shall by resolution of its governing body appoint a deputy who may during the continuance of her/his appointment be entitled to exercise all such rights and powers as the body corporate, firm or association would exercise if it was an individual person. Each such member organisation shall supply written notification to the Secretary of its choice of representative.
19. Each member shall have one vote on any question to be decided by a General Meeting. Votes may only be cast personally by individual members and by the duly appointed representatives of organisations which are Members. Proxy voting is not permitted.
20. No business shall be transacted at a General Meeting unless a quorum of members is present. Unless and until otherwise decided by the Co-operative in General Meeting one-third of the Membership for the time being shall be the quorum.
21. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of the Members, shall be dissolved. In any other case it shall stand adjourned until such date as the Board may decide and all Members shall be given as much notice as is practicable of the time, date and place of such an adjourned meeting. The Members present at a meeting so adjourned shall constitute a quorum for that Meeting only.
22. Each General Meeting shall elect a Chairperson whose function will be to conduct the business of the Meeting in an orderly manner.
23. The Chairperson may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
24. Where a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
25. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a secret ballot is, before or on the declaration of the result of the show of hands, demanded by at least two members present in person. A secret ballot may not be demanded on any question concerning the selection of a Chairperson for a meeting or any question of adjournment. Unless a secret ballot be so demanded, a declaration by the Chairperson that a resolution has on a show of hands been carried or lost and an entry to that effect in the book containing the minutes of the proceedings of the Co-operative shall be conclusive evidence of the fact without proof of the number or proportions of the votes recorded in favour or against such resolutions.
26. If a secret ballot is duly demanded it shall be taken in such manner as the Chairperson directs, provided that each member shall have only one vote, that only those present in person may vote, and the result of the ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded.
27. In the case of an equality of votes, whether on a show of hand or on a ballot the Chairperson shall not have a second or casting vote and the resolution shall be deemed lost.
28. Subject to the provisions of the Act, a resolution in writing signed by (or, in the case of a Member organisation, on behalf of) all current members for the time being shall be valid and effective as if the same had been passed at a General Meeting duly convened and held and may consist of several documents in similar form each signed by one or more members.
29. The Co-operative may at its discretion invite other persons to attend its meetings, with or without speaking rights, and without voting rights.

The Board of Management
30. Unless otherwise determined by the Company in General Meeting, the number of Board members shall be not more than fifteen and not less than two. For the avoidance of doubt, members of the Board are the directors of the Company within the meaning of the Act.
31. The initial members of the Board from incorporation until the first Annual General Meeting shall be determined in writing by the subscribers of the Memorandum of Association.
32. Except as provided in Article 42, the qualification of a Board member shall be that s/he is a member of the Company or the duly appointed representative of an organisation that is a member and there shall be no further qualification required.
33. A member of the Board shall, subject to Article 38 below, hold office until the next Annual General Meeting following his/her appointment. On expiration of the period of office for which s/he was elected, a Board member shall be eligible for re-election.
34. New Board members shall be elected individually at (or prior to) each Annual General Meeting by and from the membership. Nominations shall be sought and elections conducted in such manner as the Board may from time direct provided that all Members of the Co-operative shall be eligible to stand for election and to vote (except that if the election is held at Annual General Meeting, only those members present shall be entitled to vote)
35. The Board may at any time co-opt any person to the Board whether or not s/he is a member of the Company, provided that the maximum number prescribed in these Articles is not exceeded and that no more than three such co-options shall be made between one Annual General Meeting and the next. All persons so co-opted shall retire at the Annual General Meeting.
36. A Board member shall not vote in respect of any contract in which s/he is directly or indirectly interested or any matter arising therefrom and if s/he does vote her/his vote shall not be counted, except that nothing in this Article shall prevent a member of the Board voting in respect of the general terms of contract between the Co- operative and its Members, or in respect of dividend of other payments to members.
37. Any remuneration of Board members shall only be in respect of services actually rendered to the Company, including the payment of fair and proper wages and bonuses in the case of Board members employed by the Company. Board members may also be paid all reasonable expenses incurred by them in attending and returning from meetings of the Board or General Meetings of the Company or in connection with the business of the Company. Any Board member may act in a professional capacity for the Company, ands/he or her/his firm shall be entitled to renumeration for professional services as if s/he were not a Board member; provided that nothing contained herein shall authorise a Board member or her/his firm to act as Auditor to the Company.
38. The office of Board member shall be immediately vacated if s/he:
(a) Resigns her/his office in writing to the Company; or
(b) Ceases to be a member of the Company in accordance with Article 7 or is the representative of an organisation which ceases to be a member; or
(c) Fails to declare his/her interest in any contract as referred to in Article 36; or
(d) Is absent from three successive meetings of the Board without good cause and the Board resolves by a majority that the office is to be vacated by reason of such absence; or
(e) Becomes bankrupt or of unsound mind; or
(f) Is removed from office by resolution of the Company in General Meeting in accordance with Section 303 of the Act; or
39. Unless and until otherwise determined by the Company by Special Resolution. Either generally or in any particular case, Section 293 of the Act shall not apply, and therefore no person having attained the age of seventy shall be prohibited from holding the office of Board member.

Powers and Duties of the Board
40. The business of the Co-operative shall be managed by the Board who may pay all expenses of the formation of the Co-operative as they think fit and may exercise all such powers of the Co-operative as may be exercised and done by the Co-operative and as are not by statute or by these Articles required to be exercised or done by the Co-operative in General Meeting provided that no contract or agreement to dispose of the assets of the Co- operative amounting in value to one-third or more of the last published balance sheet of the Co-operative may be entered into without the prior approval of the Co-operative in General Meeting.
41. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for monies paid to the Co-operative shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine.
42. Without prior prejudice to its general powers, the Board may exercise all the powers of the Co-operative to borrow money and to mortgage or charge its undertaking and property or any part thereof and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Co- operative or of any third party.
43. No regulation made by the Co-operative in General Meeting shall invalidate any prior act of the Board which would have been valid had the regulation not been made.

Proceedings of the Board
44. Members of the Board may meet together for the despatch of business, adjourn, and otherwise regulate their meetings as they think fit. Questions arising at any meetings shall be decided by a majority of votes. In the case of an equality of votes, the Chairperson shall have a second or casting vote, but the Board may by a majority vote decide to refer the matter to a General Meeting for resolution.
45. The Secretary shall on the requisition of two or more Board members summon a meeting of the Board by giving reasonable notice to all members.
46. The quorum necessary for the transaction of the business of the Board shall be one half of the members or two members, whichever is the greater.
47. If the board shall at any time be reduced in number to less than the minimum prescribed in these Articles or by the Co-operative in General Meeting, the remaining members may act as the Board for the purpose of filling vacancies in their body, or of summoning a General Meeting of the Co-operative, but for no other purpose.
48. At every Board meeting the Board members present shall choose one of their number to be Chairperson of the meeting, whose function shall be to conduct the business of the meeting in an orderly manner.
49. The Board shall cause proper minutes to be made of the proceedings of all meetings of the Co-operative, of the Board and of any sub-committee and all business transacted at such meetings. All such minutes shall be open to inspection by any Member of the Board at any reasonable time.
50. A resolution in writing signed by all the Board members for the time being who are entitled to vote shall be as valid and effective as if it had been passed at a meeting of the Board and may consist of several documents in similar form each signed by one or more Board members.
51. The Board may delegate any of its powers to sub-committees consisting of such Members of the Co-operative as it thinks fit. Any sub-committee so formed shall conform to the regulations that may be imposed on it by the Board.
52. All acts done by any meeting of the Board or by any person acting as member of the Board shall, even it is afterwards discovered that there was some defect in the appointment of any such Board member or person acting as aforesaid, or that they or any of them was disqualified, be as valid as if very such person had been duly appointed and was qualified to be a Board member.
53. The Board may at its discretion invite other persons to attend its meetings, with or without speaking rights, and without voting rights.

Secretary
54. The Board shall appoint a Secretary of the Co-operative, who may but need not also be a member of the Board, for such term at such a renumeration and upon such conditions as they think fit; and any Secretary so appointed may be removed by them.
55. A provision of the Act or these Articles requiring or authorising a thing to be done by or to a Board member and the Secretary shall not be satisfied by its being done by or the same person acting in both capacities.

The Seal
56. The Seal shall only be used by the authority of the Board and every instrument to which the Seal shall be applied shall be signed by a Board member and shall be countersigned by the Secretary or by a second Board member or a Member of the Co-operative appointed by the Board for the purpose.

Accounts
57. The Board shall cause proper books of accounts to be kept in accordance with the law for the time being in force with respect to:
(a) All sums of money received and expended by the Co-operative and the matters in which the receipt and expenditure takes place;
(b) All sales and purchases of goods by the Company;
(c) The assets and liabilities of the Company;
Proper books shall be deemed to be kept if they give a true and fair record of the state of the Company's affairs and explain its transactions.
58. The books of account shall be kept at the Registered Office of the Co-operative or, subject to Section 222 of the Act, at such other place as the Board thinks fit, and shall at all reasonable times be open to inspection by all members and officers and by other persons authorised by the Co-operative in General Meeting.
59. The Board shall from time to time, in accordance with sections 227 and 241 of the Act, cause to be prepared and to be laid before the Co-operative in General Meeting such profit and loss accounts, balance sheets, group accounts (if any) and any reports referred to in those sections.
60. In addition, the Board shall prepare and present to the Co-operative such financial reports, results and cashflow predictions showing insofar as is possible the current financial position of the Co-operative as the General Meeting shall require to be laid before them.
61. A copy of every balance sheet (including every document required by law to be annexed thereto) which is laid before the Co-operative in General Meeting, together with a copy of the Auditor's report and Board's report shall not less than twenty-one days before the date of the meeting, subject nevertheless to the provisions of section 240(4) of the Act, be sent to or delivered to all Members, the auditors and every holder of loan stock or debentures of the Co-operative, provided that this Article shall not require a copy of those documents to be sent to any person of whose address the Co-operative is not aware or to more than one of the joint holders of any debentures.

Audit
62. Subject to statutory exemptions and regulations as may be in force, and unless the Co-operative is eligible for and decided to implement the small company audit exemptions, at least once every year the accounts of the Company shall be examined and the correctness of income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors.
63. Auditors (if any) shall be appointed and their duties regulated in accordance with sections 237 and 384 of the Act.

Profit of the Co-operative
64. The surplus of the Co-operative shall be applied in the following ways, in such proportions and in such manner as the General Meeting shall decide from time to time:
(a) First, to creating a General Reserve for the continuation and development of the Company.
(b) Secondly, to make bonuses to its employees and to make payments for social and charitable purposes in furtherance of its objects as provided by Clause 3A of the Memorandum of Association.

Indemnity
65. Every member, Board, Secretary, Auditor and other officer for the time being of the Co-operative shall be indemnified out of the assets of the Co-operative against any losses or liabilities incurred by him/her in or about the execution or discharge of the duties of her/his office subject to the provisions of section 310 of the Act, except to the extent that such losses or liabilities shall be attributable to:
(a) Fraud or other matters in respect of which the member concerned shall be convicted of a criminal offence; or
(b) Negligence; or
(c) Actions knowingly beyond the scope of a specific authority or limit thereon on the part of the person in question.

Dissolution
66. Clause 8 of the Memorandum of Association relating to the winding up and dissolution of the Company shall have effect as if its provisions were repeated in these Articles.

Regulations
67. The Company in General Meeting or the Collective may from time to time make, adopt and amend such regulations in the form of bye-laws, standing orders, secondary rules or otherwise as they may think fit for the management, conduct and regulation of the affairs of the Company and the proceedings and powers of the Collective and sub-committees. No regulation shall be made that is inconsistent with these Articles or the Act. All Members of the Company and the Collective shall be bound by such regulations whether or not they have received a copy of them.

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