A COMPANY LIMITED BY GUARANTEE
THE MEMORANDUM OF ASSOCIATION OF
THE LADIES' SKI CLUB LIMITED

1. The name of the Company is "THE LADIES' SKI CLUB LIMITED".

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

3. The objects for which the Company is established:-

(A) To promote ski-ing and good fellowship among British women
skiers and to encourage friendship overseas.

(B) To hold and arrange ski and other competitions whether confined
to Members of the Company or not, and to offer and grant or
contribute towards the provision of prizes, medals and awards.

(C) To print, publish, distribute, supply or sell any newspapers,
periodicals, books or leaflets which the Company may think
desirable for the promotion of its activities.

(D) To manufacture, market, sell, distribute, supply, use or exploit
any items which the Company may think desirable for the promotion of its activities such items to include in particular, but without limitation stationery, badges, motifs, clothing, ski and sports goods.

(E) To make financial scholarships grants or awards to any person,
group or organisation in pursuit of the objects of the Company.

(F) To make known and advertise the activities of the Company as
may seem expedient.

(G) To collect and receive subscriptions and other fees from the Members of the Company or other persons by way of consideration of the advantages afforded by the Company.

(H) To subscribe to become a member or affiliate or co-operate or
amalgamate with any association, whether incorporated or not, whose objects are altogether or in part similar to those of the Company.

(I) To acquire or undertake the whole or any part of the business,
goodwill, and assets of any person, firm, company or unincorporated association carrying on or proposing to carry on any of the businesses which the Company is authorised to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm, company or unincorporated association, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation, or for mutual assistance with any such person, firm, company or unincorporated association or for subsidising or otherwise assisting any such person, firm, company or unincorporated association, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.

(J) To take such steps by personal or written appeals, private or public meetings, lotteries or otherwise, as the Company may from time to time think desirable for the purposes of procuring contributions to the funds of the Company in the form of donations, sponsorships or otherwise.

(K) To undertake any agency business which the Company may
think conducive to its objects.

(L) To borrow or raise or secure the payment of money upon such
security and in such manner as the Company may think fit.

(M) To invest and deal with the monies of the Company not immediately required for its purposes in or upon such investments, securities or property as the Company may think fit.

(N) To purchase, take on lease or in exchange, hire or otherwise
acquire any real or personal property and to construct, maintain
and alter any buildings or erections.

(O) To sell, let, mortgage, dispose of or turn to account all or any of
the property or assets of the Company.

(P) To grant allowances and gratuities to officers of the Company.

(Q) To enter into contracts of insurance and contracts of indemnity in
performance of any obligation of the Company and in respect of
any liability of the Company.

(R) To undertake and execute any charitable trusts which may be
conducive to the objects of the Company.

(S) To do all such other things as are incidental to or which the
Company may think conducive to the attainment of the above
objects or any of them.

4. The income and property of the Company shall be applied solely towards the promotion of its objects 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 Members of the Company provided that nothing herein shall prevent any payment in good faith by the Company:-

(a) of reasonable and proper remuneration to any Member officer or
servant of the Company for any services rendered to the
Company;

(b) to any Director, Secretary or Honorary Treasurer of the
Company for out-of-pocket expenses incurred for the benefit of
the Company.

5. Every Member of the Company undertakes that should the Company be wound up either while she is a Member of the Company or within one year after she shall have ceased to be a Member of the Company then she will contribute to the assets of the Company such sum of money not exceeding £1 as may be required to achieve proper adjustment between contributors as a contribution towards payment of the debts and liabilities of the Company incurred by the Company before she ceases to be a Member of the Company and the costs fees charges and expenses of winding up the Company.

6. The liability of each Member is limited to £1.

WE, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum of Association

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