1. The name of the company (hereinafter called "the Charity") is "Prosper Mental Health Fund".

  2. The registered office of the Charity will be situated in England.
  3. The Charity is established:-
    1. for the promotion, protection and preservation of good mental health, in particular through the provision of grants, advice and guidance to charities and voluntary organisations providing care, treatment or rehabilitation services of any type for those suffering from or who are recovering from mental health problems;
    2. to promote the efficiency and effectiveness of charities working with or on behalf of people with mental health problems and the promotion of the effective use of resources for those charitable purposes for the benefit of the public, by providing management, administrative, strategic and other services and support (including through the promotion of sharing knowledge and best practice).
    3. to promote research into all aspects of the causes and treatment of all forms of mental illness (in particular methods for preventing mental health problems).

    And the Charity shall have the foregoing powers in furtherance of its said objects but not otherwise, namely:

    1. To purchase, take on lease or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, maintain and alter buildings or erections.
    2. Subject to such consent as may be required by law, to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Charity.
    3. To undertake and execute any charitable trusts which may lawfully be undertaken by the Charity.
    4. Subject to such consent as may be required by law, to undertake fundraising and to invite and receive donations and to borrow or raise money on such terms and on such security as may be thought fit.
    5. To invest the moneys of the Charity not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided
    6. To establish and support or aid in the establishment and support of and to make grants and loans to any charitable or not-for-profit associations, institutions or bodies undertaking work in furtherance of the Charity's objects in the United Kingdom and overseas and to subscribe or guarantee money for such purposes.
    7. To do all such other lawful things as shall further the said objects or any of them.

    Provided that in case the Charity shall take or hold any property which may be subject to any trusts the Charity shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

  4. The income and property of the Charity shall be applied solely towards the promotion of its objects 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 members of the Charity and no member of the Council shall be appointed to any office of the Charity paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Charity
    Provided that nothing herein shall prevent any payment in good faith by the Charity :-
    1. of reasonable and proper remuneration to any member, officer or servant of the Charity (not being a member of the Council) for any arms length services rendered to the Charity;
    2. of interest on money lent by any member of the Charity or the Council at a reasonable and proper rate per annum;
    3. to any member of the Council of reasonable out-of-pocket expenses.
    4. to a company of which a member of the Charity or of the Council may be a member holding not more than one hundredth part of the capital of such company.
  5. No addition, alteration or amendment shall be made to or in the provisions of the Memorandum or Articles of Association of Charity for the time being in force, which would have the effect that the Charity shall cease to be a company to which section 30 of the Companies Act 1985 applies.
  6. The liability of the members is limited.
  7. Every member of the Charity undertakes to contribute to the assets of the Charity, 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 payment of the debts and liabilities of the Charity contracted before he ceases to be a member, the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required not exceeding one pound sterling.
  8. Upon the winding up or dissolution of the Charity all assets remaining after the payment of outstanding debts and liabilities (if any) shall not be divided amongst the members but shall be passed to such other charitable organisation in England and Wales having similar objects to some or all of the objects of the Charity as the members shall decide.