Memorandum of Association

Memorandum of Association

THE COMPANIES ACTS 1985 and 1989

Company Limited
by Guarantee and not having a Share Capital

MEMORANDUM OF ASSOCIATION of Wycombe Wanderers Trust Limited

Adopted on: 7th
February 2008

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may also be downloaded in PDF format

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1. The company’s name is Wycombe Wanderers Trust Limited (and in this
document is called “the Company”).

2. The Company’s registered office is to be situated in England and Wales.

3. The Company’s objects (“the Objects”) are to receive and hold from time to
time Founder Shares of £1 each and Ordinary Shares of £1 each in Wycombe
Wanderers Football Club Public Limited Company (“the Football Club”) in
accordance with the articles of association of the Football Club; and
generally:

(a) to
strengthen the bonds between the Football Club and the community which it
serves and to represent the interests of the community in the running of the
Football Club;

(b) to benefit present and future members of the community served by the
Football Club by promoting encouraging and furthering the game of football as a
recreational facility, sporting activity and focus for community involvement;

(c) to further the development of the game of football nationally and
internationally and the upholding of its rules;

(d) to encourage the Football Club to take proper account of the interests of
its supporters and of the community it serves in its decisions;

(e) to encourage and promote the principle of supporter representation on the
board of the Football Club by means of the Founder Shares having the right to
nominate one person to the board of the Football Club and by means of the
Ordinary Shares having the right to nominate one further person to the board of
the Football Club, and being the vehicle for democratic elections to the board
of the Football Club; and

(f) to promote, develop and respect the rights of members of the community
served by the Football Club and people dealing with the Company as set out in
the Charter of Fundamental Rights of the European Union, having regard in
particular to the need to provide information to members and conduct the
affairs of the Company in accessible and appropriate ways.

4. In furtherance of the Objects and with the
prior approval of the members but not otherwise the Company may exercise the
following powers:

(a) to
draw, make, accept, endorse, discount, execute and issue promissory notes,
bills, cheques and other instruments, and to operate bank accounts in the name
of the Company;

(b) to acquire, alter, improve and (subject to such consents as may be required
by law) to charge or otherwise dispose of property;

(c) subject to clause 5 below to employ such staff, who shall not be directors
of the Company as are necessary for the proper pursuit of the Objects and to
make all reasonable and necessary provision for the payment of pensions and
superannuation to staff and their dependants;

(d) establish promote and maintain for the purposes of the Company any lawful
fund raising scheme;

(e) to subscribe for, take, purchase, have transferred to it or otherwise
acquire Founder Shares and/or Ordinary Shares in the Football Club;

(f) hold and exercise proxies for shares in any company owning or controlling
the Football Club either itself or through a subsidiary;

(g) promote means to give supporters greater opportunity to invest in the
Football Club;

(h) indemnify or take out and maintain insurance for the benefit of people who
are or were:

(i.) directors of the Company; or

(ii.) officers; or

(iii.) employees; or

(iv.) trustees of a pension fund

of the Company or any subsidiary company or society of the Company against any
liability which they may have as a result of their involvement with the Company
or its subsidiaries;

(i) indemnify or take out and maintain insurance for the benefit of people who
are or were elected or nominated by the Company to serve on the board of any
company owning or controlling the Football Club;

(j) take out and maintain insurance against any risks to which the Company may
be exposed;

(k) co-operate with other supporters organisations, co-operatives and societies
conducted for the benefit of the community at local, national and international
levels; and

(l) to do all such other lawful things as are necessary or expedient for the
achievement of the Objects.

5. The income and property of the Company shall
be applied solely towards the promotion of the Objects and no part shall be
paid or transferred directly or indirectly, by way of dividend, bonus or
otherwise by way of profit, to members of the Company and no director shall be
appointed to any office of the Company paid by salary or fees or receive any
remuneration or other benefit in money or money’s worth from the Company
however nothing in this document shall prevent any payment in good faith by the
Company:

(1) of
the usual professional charges for business done by any director who is a
solicitor, accountant or other person engaged in a profession, or by any
partner of his or hers, when instructed by the Company to act in a professional
capacity on its behalf: Provided that at no time shall a majority of the
directors benefit under this provision and that a director shall withdraw from
any meeting at which his or her appointment or remuneration, or that of his or
her partner, is under discussion;

(2) of reasonable and proper remuneration for any services rendered to the
Company by any member, officer or servant of the Company who is not a director;

(3) of interest on money lent by any member of the Company or director at a
reasonable and proper rate per annum not exceeding 2 per cent more than the
published base lending rate of a clearing bank to be selected by the directors;

(4) of fees, remuneration or other benefit in money or money’s worth to any
company of which a director may also be a member holding not more than 1/100th
part of the issued capital of that company;

(5) of reasonable and proper rent for premises demised or let by any member of
the Company or a trustee;

(6) to any trustee or director of reasonable out-of-pocket expenses.

6. The liability
of the members is limited.

7. Every member of the Company undertakes to contribute such amount as may be
required (not exceeding £1) to the Company’s assets if it should be wound up
while he or she is a member or within one year after he or she ceases to be a
member, for payment of the Company’s debts and liabilities contracted before he
or she 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.

8. If the Football Club ever makes a return of capital on liquidation or
otherwise and a distribution is available to the holders of the Founder Shares
or Ordinary Shares the directors of the Company shall direct the Football Club
to make such distribution to The Football Association Benevolent Fund or to
some club or institute in the High Wycombe area having objects similar to the
Objects or to any local charity or charitable or benevolent institute situated
within the High Wycombe area. In default of any such decision by the Football
Club and/or the directors of the Company, the same shall be decided upon by a
Judge of the High Court of Justice having jurisdiction in such winding-up or
dissolution as he shall determine. Alternatively such sum may be disposed of in
such other manner as the members, with the consent of the Council of the
Football Association, as then existing shall determine.

9. If the Company is wound up or dissolved and after all its debts and
liabilities have been satisfied there remains any property it shall not be paid
to or distributed among the members of the Company, but shall be given or
transferred to The Football Association Benevolent Fund or some club or
institute in the High Wycombe area having objects similar to the Objects or to
any local charity or charitable or benevolent institution situate within the
High Wycombe area.