Memorandum of Association
Articles of Association
Directors (February 2008)

Companies (Northern Ireland) Order 1986
Company Limited by Guarantee and not having a Share Capital

Memorandum of Association of Stewartstown Road Regeneration Project Limited

1. The Company's name is "Stewartstown Road Regeneration Project Limited"

2. The Company's registered office is to be situated in Northern Ireland.

3. The Company's objects are:

4. The income and property of the Company whencesoever derived, shall be applied solely towards the promotion      of the objectives of the company 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 the      Members of the Company. Provided that nothing herein shall prevent the payment in good faith, of reasonable      and proper remuneration to any officer or servant of the Company or to any member of the Company in return for      any services actually rendered to the Company.

5. The liability of the members is limited.

6. Every member of the Company undertakes to contribute to the assets of the Company in the event of the same      being wound up while he/she is a member, or within one year after he or she ceases to be a member, for      payment of the debts and liabilities of the Company contracted before he ceases 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, such amount as may be required not exceeding £1.

7. If upon the winding up or dissolution of the Company there remains after the satisfaction of all its debts and      liabilities, any property whatsoever the same shall not be paid to or distributed among the Members of the      Company but shall be given or transferred to another company with similar objects, or in the event that such      organization does not exist shall be transferred to the Department of the Environment (Northern Ireland) who shall      have authority to dispose of such assets in a way as to ensure their continuing use for economic and social      development for the people of the area of benefit.

Companies (Northern Ireland) Order 1986
Company Limited by Guarantee and not having a Share Capital

Articles of Association of Stewartstown Road Regeneration Project Limited

1.    Interpretation

1.1 In these Articles: "The Order" means the Companies (N.I.) Order 1986 and every other order for the time being        in force concerning companies and affecting the Company: The "Company" means the above named        Company; The "United Kingdom" means Great Britain and Northern Ireland; The "Secretary" means any person        appointed to perform the duties of the Secretary of the Company; References to "in writing" shall unless the        contrary intention appear be construed as including references to printing, lithography, photography and other        modes of representing or reproducing work in a visible form; "Organisation" means a firm, body corporate,        partnership, or unincorporated body of persons.

1.2 Unless an intention to the contrary appears, words or expressions contained in these Articles shall bear the        same meaning as in the Order or any statutory modification in force at the date at which these Articles become        binding on the Company.

1.3 Unless the context otherwise requires, words, in these Articles, in the singular shall include the plural and vice        versa and words importing the masculine gender shall be deemed to include the feminine gender and vice        versa.

2.    Membership

2.1 The number of members with which the Company proposes to be registered is forty but the Directors may from        time to time register an increase of members. These members will include subscribers to the Memorandum of        Association of the Company and such other persons as are admitted to membership in accordance with these        Articles. There will be one level of membership, ordinary membership, which shall be open to individuals who        represent bona fide community groups within the Suffolk and Lenadoon area, and to individuals who are        genuinely interested in the development and welfare of the area. Membership will be:
1.    By invitation of the Directors.
2.    Or by application made in writing to the Board of Directors.
3.    And will in all cases by subject to approval by 75% of Directors.
4.    Will, in the case of individuals representing community groups, be subject to a written confirmation, provided by        Suffolk Community Forum or Lenadoon Community Forum, that the member has been nominated as        representing their own organisation.

2.2 Ordinary members are entitled to attend and vote at General Meetings.

2.3 The Company may at any time set a modest level of subscription for membership. No member who is in arrears        of subscription or other payment shall be entitled to either privileges or facilities offered by the Company, or to        vote or to attend any meeting of the Company, or to nominate any person for office, or to requisition an        Extraordinary General Meeting of the Company.

3.    Duties, Rights and Privileges of Members

3.1 The Board of Directors may subscribe bye-laws or rules setting out terms of membership and the conditions on        which membership may be terminated.

3.2 The member of the Company shall be liable to pay to the Company an annual subscription (if any) as shall from        time to time be determined by the Company at the Annual General Meeting. The Company at Annual General        Meeting shall also decide the date on which any subscription is due for payment.

3.3 The membership and rights of every member shall be individual and shall not be transferable and shall cease on        death or, in the case of an individual who represents an organisation which is a body corporate, shall cease in        the event of that body corporate going in liquidation otherwise than for the purpose of an amalgamation or        reconstruction while solvent. The Board of Directors, at their discretion, may agree for specific community        groups to be represented by replacement members if such applications are made in writing to the Board.

3.4 Every member shall be bound to further the objects of the Company and shall observe these Articles and such        regulations as the Board of Directors shall issue from time to time.

3.5 A member of the Company shall cease to be a member:
1.   If the appropriate subscription payable by the member concerned is unpaid three calendar months after due        date.
2.   If the member serves on the Board of Directors two months notice in writing of termination of membership        signed by or on behalf of the member concerned.
3.    If the member ceases to qualify for membership under these Articles.
       Any member who ceases to be a member shall remain liable for all arrears of subscription or other payment        due up to the date when membership ceases.

4.   General Meetings

4.1 The Company shall in each year hold a General Meeting as its Annual General Meeting addition to any other        meetings in that year and shall specify the meeting as such in the notices calling it, and not more than fifteen        months shall elapse between the date of one Annual General Meeting and that of the next: provided that so long        as the Company holds its first Annual General Meeting within eighteen months of its date of incorporation, it        need not hold it in the year of its incorporation or the following year. The Annual General Meeting shall be held in        such a place as the Board of Directors shall appoint.

4.2 All general meetings other than Annual General Meetings shall be called Extraordinary General Meetings.

4.3 The Directors may, whenever they think fit, convene an Extraordinary General Meeting, or, if so requested in        writing by at least 25% of the members of the Company, and all members shall be entitled to attend, speak and        vote at such a meeting, either in person or by their duly appointed representative.

4.4 Annual General Meetings and any meetings called for the passing of a special resolution shall be called by at        least 21 days notice in writing. Any other meetings, excepting those called for the passing of a special        resolution, shall be called by at least 14 days notice in writing. The notice shall be exclusive of the day on which        it is served or deemed to be served and shall specify the place, day, and hour of meeting and in the case of        special business, the general nature of that business and shall be given in such manner as may be prescribed        by the Company in general meeting or under the terms set out within the Articles of the Company. This provision        will also apply to meetings which have been rearranged following adjournment.

4.5 Notwithstanding the provisions in Article 4.4, a meeting of the Company shall be deemed to be duly called on        shorter notice than that specified if it is agreed:
1.   In the case of Annual General Meeting by all the members entitled to attend and vote thereat; and
2.   In the case of any other meeting, by 95% of members having the right to attend and vote at the meeting.

4.6 The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by any person        entitled to receive notice, shall not invalidate proceedings at that meeting.

5.   Proceedings at General meetings

5.1 With the exception of the consideration of accounts, balance sheets and the reports of Directors and Auditors,        the election of Directors in the place of those retiring and the appointment of and fixing of remuneration of        Auditors, all other business which is transacted at an Extraordinary General Meeting or Annual General Meeting        will be deemed special.

5.2 No business shall be transacted at any General Meeting unless a quorum of members is present at the time        when the meeting proceeds to business. A quorum shall consist of two thirds of full members of the company        entitled to attend and vote thereat, which is to include a minimum of 50% of members representing each of the        community fora.

5.3 If within half an hour of the time appointed for the meeting, a quorum is not present, the meeting shall stand        adjourned to such other day and such other time and place as the Directors may determine. If at the adjourned        meeting the quorum is not present within half an hour of the time appointed for the meeting, the members        present shall be a quorum.

5.4 The Chairman of the Company for the time being shall preside at every General Meeting of the Company, or if        he is not present within fifteen minutes after the time appointed for the holding of the meeting, the Directors        present shall elect one of their number to be Chairman of the meeting.

5.5 If at any meeting no Director is willing to act as Chairman or if no Director is present within fifteen minutes after        the time appointed for holding the meeting the members present shall choose one of their number to be        Chairman of the meeting.

5.6 The Chairman 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        any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took        place. It shall not be necessary to give notice of an adjournment or business to be transacted unless the        adjournment is for thirty days or more in which case notice should be given as in the case of an original meeting.

6.   Voting at General Meetings

6.1 Voting at General Meetings shall be by way of a show of hands, unless a poll is demanded by at least 60% of        members present, and every member present shall have one vote. Unless a poll is so demanded, a declaration        by the Chairman that a resolution has on show of hands been carried or carried unanimously or by a particular        majority or lost, and an entry to that effect in the minutes of proceedings of the Company shall be conclusive        evidence of the fact without proof of the number or proportion of the number of votes recorded in favour or        against such resolution. A poll demanded on the election of a Chairman or on the question of adjournment shall        be taken forthwith. A poll demanded on any other question shall be taken at such time as the Chairman of the        meeting directs.

6.2 At the request of a simple majority of those members present and entitled to vote, voting at a General Meeting        may be conducted by way of a secret ballot which shall be conducted in such a manner as the Chainman shall        decide.

6.3 Resolutions at General Meetings shall be passed by a simple majority of members representing Suffolk        Community Forum and a simple majority of members representing Lenadoon Community Forum who are        present, provided that they constitute a quorum for the purposes of that meeting.

6.4 Subject to the provisions of the Order, a resolution in writing, signed by all the members for the time being        entitled to receive notice of and to attend and vote at general meetings, shall be as valid and effective as if the        same had been passed at a General Meeting of the Company, duly convened and held.

6.5 Members shall be entitled to appoint a proxy to vote on their behalf at General Meetings. The instrument        appointing a proxy shall be in writing under the hand of the appointor or of his Attorney duly authorised in writing.        A proxy must be a member of the Company. The instrument appointing a proxy shall be deposited at the        registered office of the Company not less than 24 hours before the time for holding the meeting at which the        person named in the instrument proposes to vote, and in default the instrument of proxy shall not be treated as        valid.

6.6 An instrument appointing a proxy shall be in the following form or form as near thereto as circumstances admit:
       Stewartstown Road Regeneration Project Limited I…………………….................…….……..        of…………………………….. in the county of …………………………………………..being a member of the        above named company, hereby appoint…………………………of…………………………………………. as        my proxy to vote for me on my behalf, at the General Meeting of the Company to be held on the………. day        of…………….199….and at any        adjournment thereof. This form is to be used in favour of/against the        resolution ……………………….. Unless        otherwise instructed the proxy will vote as he/she thinks fit.        Signed………………………………….. this……….        day of……………………………. 199...

6.7 A vote given in accordance with the terms of an instrument proxy shall be valid notwithstanding the previous        death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was        executed, if no information in writing of such death, insanity or revocation as aforesaid is received by the        Company at the office before the commencement of the meeting at which the proxy is used.

7.   Appointment of Directors

7.1 The Board of Directors of the Company shall consist of not less than 10 nor more than 14 members (or such        other number of members as the Company in General Meeting from time to time fix). The Directors shall have        power at any time to appoint any person as an addition to the existing Directors but the number shall not at any        time exceed the number fixed in accordance with the Articles. Such appointments will be subject to ratification        by Members at the next General Meeting.

7.2 All Members are entitled to stand for election to the Board of Directors.

7.3 The first members of the Board of Directors shall be appointed in writing by the subscribers to the Memorandum        of Association and shall hold office until the first Annual General Meeting of the Company.

7.4 The Board shall consist of:
1.   A minimum of 3 and a maximum of 5 people representing Lenadoon Community Forum
2.   A minimum of 3 and a maximum of 5 people representing Suffolk Community Forum
3.   A minimum of 2 and a maximum of 5 people who are appointed for their professional expertise, and who may        not be members of the Forum or local residents.

7.5 One third of Directors shall resign in each year at the Annual General Meeting and will be eligible for re-election.        The Directors to retire in each year shall be those who have been longest in office since their last election, but        between persons who became Directors on the same day, those to retire shall be determined by lots.

7.6 The Board shall be entitled in its absolute discretion to invite such other persons as it thinks fit to attend and        speak, but not vote, at meetings of the Board.

7.7 Board Members shall not be entitled to receive remuneration for acting as such, but may be entitled to be        reimbursed for expenses properly incurred as a result of the business of the Company.

7.8 The office of Director shall be vacated if the Member:
1.    Holds any office of profit under the Company.
2.   Becomes prohibited from being a Director under Articles 303 to 308 of the Order or under any legislation        introduced at a later date.
3.    Becomes an undischarged bankrupt or makes any arrangement of composition with his creditors generally.
4.    Becomes of unsound mind.
5.    Resigns his office by notice in writing to the Company.
6.    Ceases to be a Director by virtue of the provisions of the Order.
7.    Is directly or indirectly interested in any contract with the Company and fails to declare his interest in the manner         required under the Order, or votes in any matter arising thereout.
8.    Fails to attend, without adequate reasons made known to the Board, at least 70% of Board meetings in any 12         month period which are convened in accordance with the Articles.

8.    Powers and Duties

8.1 The business of the Company shall be managed by the Directors who may pay all expenses incurred in        promoting and registering the Company, and may exercise all powers of the Company as are not, by the Acts or        Order or by these Articles, required to be exercised by the Company in the General Meeting. No regulation        made by the Company in the General Meeting shall invalidate any prior act of the Directors which would have        been valid if that regulation had not been made.

8.2 The Directors may from time to time and at any time by power of attorney appoint any company, firm or person,        or body of persons, whether they are nominated directly or indirectly by the Directors, to be the attorney or        attorneys of the Company for such purposes and with such powers, authorities and discretions as they may        think fit (not exceeding those vested in or exercisable by the Directors under these articles), and for such period        and subject to such conditions as they may think fit, and any such powers of attorney may contain such        provisions for the protection and convenience of persons dealing with any such attorney as the Directors may        think fit and may also authorise any such attorney to delegate all or any of the powers, authorities and        discretions vested in him.

8.3 The Board may exercise all powers of the Company to borrow money, and to mortgage or large the whole or        part of its undertaking and property, whether outright as security for any debt, liability or obligation of the        Company or any third party.

8.4 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for        monies paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case        may be in such a manner as the Directors, from time to time by resolution determine.

9.   Proceedings of the Board

9.1 The Directors shall cause minutes to be made in books provided for the purpose:
1.   Of all appointments of Officers or Directors made by the Directors.
2.   Of the names of Directors present at each meeting and of any Committee of Directors.
3.  Of all resolutions and proceedings of meetings of the Company, of Directors and of sub-committees of       Directors.
4.   Of all appointments and resignations of members including details of affiliations.

9.2 The Board of Directors may meet together for the despatch of business, adjourn and otherwise regulate their        meetings as they think fit and shall meet not less than six times in any calendar year. Questions arising at any        meeting shall be decided by at least a three quarter majority of votes carried out by show of hands.

9.3 The quorum necessary for the transaction of business by the Board may be fixed by the Board and unless so        fixed shall be two thirds of Board Members and must include 3 members representing each forum and 2        independent Board Members.

9.4 If at any meeting the Chairman is not present within fifteen minutes after the time appointed for holding of the        same, the Board Members present may choose one of their members to be the Chairman of the meeting.

9.5 The Board may delegate any of its powers to sub-committees consisting of such persons as it thinks fit; any        committees so formed shall in the exercise of the powers delegated conform to any regulations that may be        imposed on it by the Board, and acts and proceedings of such Committees should be reported back to the        Board at the next Board Meeting.

9.6 Where the Board holds the authority of Members, passed at a General Meeting to pass ordinary resolutions,        such resolutions signed in writing by 75% of Board Members shall be valid and effective as if it had been        passed at a meeting of the Board duly convened and held. The signature of members need not be on a single        document provided that each is on a document that accurately states the terms of the resolution and for this        purpose facsimiles of signed resolutions shall be valid and effective.

9.7 The Company may from time to time by ordinary resolution increase or reduce the number of Directors and may        also determine in what rotation the increased or reduced number is to go out of office. The Company may by        ordinary resolution of which special notice has been given in accordance with Article 311 of the Order, remove        any Director before the expiration of his period of office, notwithstanding anything in these Articles or in any        agreement between the Company and such a Director. Such removal shall be without prejudice to any claim        such a Director may have for damages for breach of any contract of service between him and the Company.

10. The Secretary

10.1 The Secretary shall be appointed in accordance with Article 21 of the Order for such a term, and upon such        conditions, as the Directors may think fit and any Secretary so appointed may be removed by the Directors,        provided that no member of the Board may occupy the salaried position of Secretary.

10.2 A provision of the Order or these Articles requiring or authorising anything to be done by or to a Director and        the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or        in place of the Secretary.

11. Accounts

11.1 The Company shall cause accounting records to be kept in accordance with Article 229 of the Order and in        accordance with the amendments of the Companies (Northern Ireland) Order 1990.

11.2 The accounting records of the Company shall be kept at the registered office of the Company or, subject to the        provisions of the Orders, at such other place or places as the Directors think fit and shall always be open to the        inspection of the Officers of the Company.

11.3 The Directors shall from time to time in accordance with Articles 237, 243 and 249 of the Order and the        amendments incorporated in the Companies (Northern Ireland) Order 1990, cause to be prepared and to be        laid before the Company in general meeting such profit and loss accounts, balance sheets, group accounts (if        any) and reports as are referred to in these provisions.

11.4 Auditors shall be appointed and their duties regulated in accordance with the provision of the Order.

12.  Notices

12.1 A Notice may be given by the Company to any Member either personally or by sending it by post to him at his        registered address, or (if he has no registered address within the United Kingdom) to the address, if any, within        the United Kingdom supplied by him to the Company for the giving of notice to him. Where a notice is sent by        post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a        letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of        twenty-four hours after the letter containing the same is posted, and in any other case at the time by which the        letter would be delivered in the ordinary course of post.

12.2 Notice of every General Meeting shall be given in any manner hereinbefore authorised and shall be given to:
1.   Every Member of the Company except those Members who (having no registered address within Northern        Ireland) have not supplied to the Company an address within Northern Ireland for the giving of notice to them        and
2.    The auditors for the time being of the Company.
3.    Any Board Members who are not members of the company.

12.3 No other person shall be entitled to receive notice of general meetings.

13. Other issues

13.1 On the dissolution of the Company any surplus assets shall be applied in accordance with the conditions laid        out in the Memorandum of Association and shall not be distributed amongst the members.

13.2 Subject to the provisions of the Order, but without prejudice to any indemnity to which a member of the Board        may otherwise be entitled, every member of the Board or other Officer or Auditor of the Company shall be        indemnified out of the assets of the Company against any liability incurred by him or her in defending any        proceedings, whether civil or criminal, in which judgement is given in his or her favour or in which he or she is        acquitted or in connection with any application in which relief is granted to him or her by the court from liability        for negligence, default, breach of duty or breach of trust in relation to the affairs of the Company.