Company number: 13087853
The Registrar of Companies for England and Wales, hereby certifies that Brandlight Foundation
is this day incorporated under the Companies Act 2006 as a private company, that the company is limited by guarantee, and the situation of its registered office is in England and Wales.
Given at Companies House, Cardiff, on 17th December 2020.
The above information was communicated by electronic means and authenticated by the Registrar of Companies under section 1115 of the Companies Act 2006.
Registrar of Companies England & Wales
Memorandum of Association of:
Brandlight Foundation
Each Subscriber to this memorandum of association wishes to form a company under the Companies Act 2006 and agrees to become a member of the company.
Dated: 15/12/2020
Articles of Association
The Company will assume the Statutory Model Articles of Association for a Limited by Guarantee Company (not having a share capital) subject to the following amendments. The provisions made herein and the Model Articles of Association will combine to form the constitution of the company.
- The objects for which the Company is established are:
- Design, develop and publish open-source software, for the benefit of the wider online community of users, organisations and contributors, and those reliant on trust and confidence in digital systems and services.
- Research, test and contribute to; open-source development, publishing and communities, with qualified feedback, collaboration, sponsorship and promotion.
- Raise awareness of the legitimacy and importance of open-source choices and policies for; software, documentation, data, file-formats and standards, to safeguard personal and organisation security of continuity, and protect freedoms of portability for the healthy functioning of free-markets and democracies.
- Provide and promote education in open-source developments, for greater; scrutiny, security, accessibility, accountability, evolution and freedoms of digital systems and assets.
- Protect and educate on digital privacy and security, particularly for awareness and mitigation of risks in unintended use or access to personal or private data and critical systems.
- Adopt, promote and abide-by the online community’s Contributor Covenant Code of Conduct for an inclusive community and positive environment to welcome contributors, partners and beneficiaries from all backgrounds and locations, without prejudice, prohibitive costs of engagement, inequality of remuneration, or excess of remuneration between trainees and executives, limited to a 1:20 ratio respectively.
- Provide systems and services that are open and non-proprietary when working with the foundation, and reproducible for working independently of the foundation, through; transparency of technologies, techniques, partnerships, and publishing free and open documentation, data, standards and source-code for any observer to study, follow or improve upon.
- Secure, protect and share the necessary trademarks, patents and intellectual property created for the identification, attribution and promotion of the open-source property and licenses created and offered through our engagements with these missions.
- The foundation will neither lend to nor borrow from interest-bearing financial markets or undertake leveraged trading in its work on these missions, being funded from; commissions, donations, sponsorships, grants and investments, for work engaged in-line with these missions, and the promotion of complimentary open-source partner organisations work for these same missions, publishing accounts and financial reports publicly online, detailing income, expenses, assets, liabilities, and employee remunerations by role and responsibility.
- Encourage and empower designers, developers, authors, engineers, scientists, educators, politicians, executives and influencers to adopt and promote these missions in their digital work, for the benefit of the online community, and value to our society inheriting the assets and capabilities we can create through these missions, with transparency and freedom in online collaboration, respect for the privacy and security of individuals and complimentary organisations, and succession of our work beyond its origins.
- The liability of the Members is limited.
- The income and property of the Company shall be applied solely towards the promotion of the objects of the Company as declared above. The directors undertake to ensure no profit from the company is paid or transferred directly or indirectly, by way of dividend, bonus or otherwise to the members of the company.
- Every Member of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up, during the time that he or she is a Member, or within one year afterwards, for payment of the debts and liabilities of the Company contracted before the time at which he or she ceases to be a Member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding GBP 1.00.
- 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 or distributed among the Members of the Company, but shall be transferred either to some other institution (whether or not a member of the Company) having objects similar to the objects of the Company, or to some institution (whether or not a member of the Company) the objects of which are the promotion of charity or anything incidental or conducive thereto, such institution or institutions to be determined by the Members of the Company at or before the time of dissolution.
- At General Meetings of the Company, each Member shall be entitled to one vote.
