Memorandum of Cycling Time Trials

The Companies Act 1985 to 1989
A Company Limited by Guarantee and not having a Share Capital

Memorandum of Association of
CYCLING TIME TRIALS
Incorporated 10th April 2002. Registered No: England 4413282

1. The name of the Company (hereinafter called "the COMPANY") is CYCLING TIME TRIALS.

2. The registered office of the COMPANY will be situated in England.

3.  
   1. The principal objects for which the COMPANY is incorporated are as follows:

      1. To control unpaced cycling time trials held on the public roads of England and Wales, on private roads, tracks, circuits, off road courses of any nature whatsoever where there is legal access during the period required to complete the event and the time taken or distance covered, by each competitor and/or team provides the basis of the competition.

      2. To promote cycling competitions as single or multiple events either on its own behalf, through its members, or in conjunction with any other competent body, partner or promoter.

      3. To nominate and fund individual riders or teams from its members to represent the COMPANY in any cycling event within the United Kingdom or elsewhere in the world.

      4. To support and encourage all forms of cycling which benefit the physical and mental wellbeing of the community and where appropriate, to join, make donations to, guarantee the obligations of any person, charity or sporting body which further the objects of the COMPANY.

   2. In furtherance of the principal objects the COMPANY shall have the power:

      1. To purchase, take on lease or in exchange, hire or otherwise acquire any real or intellectual property, systems, rights or privileges, patents, copyrights or licences.

      2. To improve, manage, develop, cultivate, exchange, sell, let on lease or otherwise mortgage, dispose of, turn to account, grant rights and privileges, in respect of, or otherwise deal with all or any part of the property and rights of the COMPANY.

      3. To borrow or raise money in any manner that the COMPANY shall think fit and in particular by the issue of debentures, raise money against a mortgage, charge or lien over the assets of the company, the issuance of negotiable instruments and the use of any financial bond, Bill of Exchange, promissory notes, options, swaps, money market instruments, forward contracts, and the utilisation of any financial instrument then currently used in raising money.

      4. To act as agents or brokers and as trustees for any person, firm, company or purpose.

      5. To lend money or give credit to such persons and on such terms as seem expedient.

      6. To remunerate any employee (not being a member of the National Committee), or any person, firm or company rendering service to the COMPANY.

      7. To invest and deal with the monies of the COMPANY not immediately required by placing it upon deposit with a bank authorised to undertake banking business by the Bank of England, or otherwise as approved by the COMPANY in General Meeting upon such terms and conditions as may from time to time be determined.

      8. To give such indemnities and guarantees as may seem expedient.

      9. To amalgamate, merge, or otherwise acquire the undertaking assets and liabilities of any organisation with objects similar to the COMPANY.

      10. To do all such other things as may be incidental or conducive to the attainment of the above objects or any of them.

   3. It is hereby expressly declared that each of the preceding sub clauses shall be construed independently of and shall be in no way limited by reference to any other sub clause and that the objects set out in each sub clause are independent objects of the COMPANY.

4. The liability of the members is limited.

5. No dividends or distributions of any nature whatsoever may be made by the COMPANY to its members. Any profits or similar monies must be utilised in promoting its objects.

6. The subscribers to this memorandum and every member of the COMPANY undertakes to contribute such amount as may be required (not exceeding £20) to the assets of the COMPANY if it should be wound up while they are members or within one year after they cease to be members for payment of the debts and liabilities of the COMPANY contracted before they ceased 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.

7. Upon the winding up of the COMPANY for any reason whatsoever all the assets which would otherwise be available to its members generally are to be transferred on its winding up either to another body with objects similar to its own or to another body the objects of which are the promotion of charity and anything incidental or conductive thereto (whether or not the body is a member of the company).