NOVA PUBLICATIONS

Here are a number of documents from the Vince Clarke collection pertaining to Nova Publications, all of which appear to have come from Eric Williams. Directly below are the Memorandum and Articles of Incorporation for Nova Publications. I assume some of this is standard legal boilerplate since it seems unlikely that a desire to be "tobacco merchants, dealers in trunks, cases, boxes, bags, portmanteaux and travellers' requisites of all kinds, jewellery and fancy goods" was among the objectives of the original NEW WORLDS team.

1. Share offer letter (1948)
2. Original share certificate (1948)
3. Reorganisation & second share certificate (1954)
4. Annual Directors' Reports (1954-62)
5. The end of Nova Publications (1964)
6. The Aftermath (1964-69)
7. Official letter heads
8. Moorcock-era letters

1. The name of the Company is "NOVA PUBLICATIONS LIMITED."

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

3. The objects for which the Company is established are
   1. To carry on the business of newspaper, magazine and periodical proprietors, and to establish, print and publish newspapers, magazines, periodicals, journals and books in such towns and places as may be thought fit.

   2. To carry on business as journalists and news collectors and distributors, press-agents, newsagents, literary, dramatic and music critics, and as advertisement and publicity agents and experts ; art printers, cheque printers, colour printers, copperplate printers, etching printers, lithograph printers, offset printers, photogravure printers, roll form and automatic printers, sporting printers, trade printers, linotype setters and as printers generally ; and as type founders, stereotypers, electrotypers, engravers, die sinkers, photographers, lithographers, artists, designers, draughtsmen and advertising agents.

   3. To carry on business as publishers, booksellers, bookbinders, publishers' remaindermen, picture print engraving and art dealers, wholesale and retail stationers, tobacco merchants, dealers in trunks, cases, boxes, bags, portmanteaux and travellers' requisites of all kinds, jewellery and fancy goods dealers, metal and alloy makers, refiners and workers, engineers, electricians, goldsmiths and silversmiths and electroplaters, garage proprietors, warehousemen and general storekeepers.

   4. To promote competitions of skill and arrange for the insurance of subscribers to all or any of the Company's newspapers, magazines or periodicals, to otter prizes and rewards in connection with any such newspaper, magazine or periodical, and generally to do all such acts and things as may be thought conducive to the financial success and prosperity of any newspaper, magazine or periodical owned or published by the Company.

   5. To carry on any other trade or business whatsoever which can, in the opinion of the Board of Directors, be advantageously carried on by the Company in connection with or as ancillary to any of the above businesses or the general business of the Company,

6. To purchase, take on lease or in exchange, hire or otherwise acquire and hold for any estate or interest any lands, buildings, easements, rights, privileges, concessions, patents, patent rights, licences, secret processes, machinery, plant, stock-in-trade, and any real or personal property of any kind necessary or convenient for the purposes of or in connection with the Company's business or any branch or department thereof.

7. To erect, construct, lay down, enlarge, alter and maintain any roads, railways, tramways, sidings, bridges, reservoirs, shops, stores, factories, buildings, works, plant and machinery necessary or convenient for the Company's business, and to contribute to or subsidise the erection, construction and maintenance of any of the above.

8. To borrow or raise or secure the payment of money for the purposes of or in connection with the Company's business.

9. To mortgage and charge the undertaking and all or any of the real and personal property and assets, present or future, and all or any of the uncalled capital for the time being of the Company, and to issue at par or at a premium or discount, and for such consideration and with and subject to such rights, powers, privileges and conditions as may be thought fit, debentures or debenture stock, either permanent or redeemable or repayable, and collaterally or further to secure any securities of the Company by a trust deed or other assurance.

10. To issue and deposit any securities which the Company has power to issue by way of mortgage to secure any sum less than the nominal amount of such securities, and also by way of security for the performance of any contracts or obligations of the Company or of its customers or other persons or corporations having dealings with the Company, or in whose businesses or undertakings the Company is interested, whether directly or indirectly.

11. To receive money on deposit or loan upon such terms as the Company may approve, and to guarantee the obligations and contracts of customers and others.

12. To make advances to customers and others with or without security, and upon such terms as the Company may approve, and generally to act as bankers for customers and others.

13. To grant pensions, allowances, gratuities and bonuses to officers, ex-officers, employees or ex-employees of the Company or its predecessors in business or the dependents or connections of such persons, to establish and maintain or concur in establishing and maintaining trusts, funds or schemes (whether contributory or non-contributory) with a view to providing pensions or other benefits for any such persons as aforesaid, their dependents or connections, and to support or subscribe to any charitable funds or institutions, the support of which may, in the opinion of the Directors, be calculated directly or indirectly to benefit the Company or its employees, and to institute and maintain any club or other establishment or profit-sharing scheme calculated to advance the interests of the Company or its officers or employees.

14. To draw, make, accept, endorse, negotiate, discount and execute promissory notes, bills of exchange and other negotiable instruments.

15. To invest and deal with the moneys of the Company not immediately required for the purposes of its business in or upon such investments or securities and in such manner as may from time to time be determined.

16. To pay for any property or rights acquired by the Company, either in cash or fully or partly paid-up shares, with or without preferred or deferred or guaranteed rights in respect of dividend or repayment of capital or otherwise, or by any securities which the Company has power to issue, or partly in one mode and partly in another, and generally on such terms as the Company may determine.

17. To accept payment for any property or rights sold or otherwise disposed of or dealt with by the Company, either in cash, by instalments or otherwise. or in fully or partly paid-up shares of any company or corporation, with or without deferred or preferred or guaranteed rights in respect of dividend or repayment of capital or otherwise, or in debentures or mortgage debentures or debenture stock, mortgages or other securities of any company or corporation, or partly in one mode and partly in another, and generally on such terms as the Company may determine, and to hold, dispose of or otherwise deal with any shares, stock or securities so acquired.

18. To enter into any partnership or joint-purse arrangement or arrangement for sharing profits, union of interests or co-operation with any companY, firm or person carrying on or proposing to carry on any business within the objects of this Company, and to acquire and hold, sell, deal with or dispose of shares, stock or securities of any such company, and to guarantee the contracts or liabilities or, or the payment of the dividends, interest or capital of any shares, stock or securities of and to subsidise or otherwise assist any such company.

19. To establish or promote or concur in establishing or promoting any other company whose objects shall include the acquisition and taking over of all or any of the assets and liabilities of this Company or the promotion of which shall be in any manner calculated to advance directly or indirectly the objects or interests of this Company, and to acquire and hold or dispose of shares, stock or securities of and guarantee the payment of the dividends, interest or capital of any shares, stock or securities issued by or any other obligations of any such company.

20. To purchase or otherwise acquire and undertake all or any part of the business, property, assets, liabilities and transactions of any person, firm or company carrying on any business which this Company is authorised to carry on.

21. To sell, improve, manage, develop, turn to account, exchange, let on rent, royalty, share of profits or otherwise, grant licences, easements and other rights in or over, and in any other manner deal with or dispose of the undertaking and all or any of the property and assets for the time being of the Company for such consideration as the Company may think fit.

22. To amalgamate with any other company whose objects are or include objects similar to those of this Company, whether by sale or purchase (for fully or partly paid-up shares or otherwise) of the undertaking, subject to the liabilities of this or any such other company as aforesaid, with or without winding up, or by sale or purchase (for fully or partly paid-up shares or otherwise) of all or a controlling interest in the shares or stock of this or any such other company as aforesaid, or by partnership, or any arrangement of the nature of partnership, or in any other manner.

23. To distribute among the members in specie any property of the Company, or any proceeds of sale or disposal of any property of the Company, but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law.

24. To do all or any of the above things in any part of the world, and either as principals, agents, trustees, contractors or otherwise. and either alone or in conjunction with others, and either by or through agents, sub-contractors, trustees or otherwise.

25. To in all such other things as are incidental or conducive to the above objects or any of them.

4. The liability of the members is limited.

5. The share capital of the Company is £800, divided into 800 shares of £1 each. The shares in the original or any increased capital may be divided into several classes, and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividend, capital, voting or otherwise.

Dated this 15th day of October 1948. Witness to the above Signatures-

JAMES POLLOCK GORDON,
Bookshop Manager,
6 Arcola Street,
Hackney,
London, E.8.

PRELIMINARY.

1. Subject as hereinafter provided, the regulations contained or incorporated in Part II of Table A in the First Schedule to the Companies Act 1948 (hereinafter referred to as " Table A, Part II ") shall apply to the Company.

2. Regulations 3, 5, 24, 53, 71, 75, 77, 88 and 136 of Part I of Table A in the said Schedule (hereinafter referred to as "Table A, Part I ") shall not apply to the Company, but the Articles hereinafter contained, and the remaining regulations of Table A, Part I, subject to the modifications hereinafter expressed, together with regulations 2 to 6 inclusive of Table A, Part II, shall constitute the regulations of the Company.

   SHARES.

3. The shares shall be at the disposal of the Directors, who may allot or otherwise dispose of them subject to regulation 2 of Table A, Part II, and to the provisions of the next following Article, to such persons at such times and generally on such terms and conditions as they think proper, subject nevertheless to regulation 2 of Table A, Part II, and provided that no shares shall be issued at a discount, except as provided by section 57 of the Act. No share or debenture shall be issued or transferable to or held by any person or corporate body, nor shall any person or corporate body be permitted to have or acquire any interest in any share or debenture, in any circumstances in which the Company would by reason thereof lose its status as an exempt Private Company.

4. Unless otherwise determined by the Company in General Meeting any original shares for the time being unissued and not allotted as provided in Article 3 and any new shares from time to time to be created shall, before they are issued, be offered to the members in proportion, as nearly as may be, to the number of shares held by them. Such offer shall be made by notice specifying the number of shares offered, and limiting a time within which the offer, if not accepted, will be deemed to be declined, and after the expiration of such time, or on the receipt of an intimation from the person to whom the offer is made that he declines to accept the shares offered, the Directors may, subject to these Articles, dispose of the same in such manner as they think most beneficial to the Company. The Directors may, in like manner, dispose of any such new or original shares as aforesaid, which, by reason of the proportion borne by them to the number of persons entitled to such offer as aforesaid or by reason of any other difficulty in apportioning the same, cannot in the opinion of the Directors be conveniently offered in manner hereinbefore provided.

5. Subject to the provisions of section 58 of the Act, any preference shares may with the sanction of a Special Resolution be issued upon the terms that they are or at the option of the Company are liable to be redeemed.

   LIEN.

6. In regulation 11 of Table A, Part I, the words " (not being a fully paid share)" and the words "(other than fully paid shares)" shall be omitted.

   TRANSMISSION OF SHARES.

7. The proviso to regulation 32 of Table A, Part I, shall be omitted.

   NOTICE OF GENERAL MEETINGS.

8. The words and figures "regulation 134 of these regulations" shall be substituted for the words "the regulations of the Company" in regulation 50 of Table A, Part I.

   PROCEEDINGS AT GENERAL MEETINGS.

9. The words "the appointment of, and" shall be omitted in regulation 52 of Table A Part I.

10. The words "twenty-four" shall be substituted for the word "thirty" in regulation 57 of Table A, Part I.

11. The words "or not carried by a particular majority" shall be inserted after the words "or lost" in regulation 58 of Table A, Part I.

    DIRECTORS.

12. Unless and until otherwise determined by the Company in General Meeting, the number of the Direotors shall not be less than two nor more than seven. The following shall be the first Directors of the Company, that is to say - John Beynon Harris, of 22 Bedford Place, London, W.C.1, Author; Edward John Carnell, of 17 Burwash Road, Plumstead, S.E.18, Sales Manager; Walter Herbert Gillings, of 115 Wanstead Park Road, Ilford, Essex, Journalist; George Kenneth Chapman, of 23 Farnley Road, South Norwood, S.E.25, Export Manager ; Eric Cyril Williams, of 11 Clowders Road, Catford, S.E.6, Bookseller; and Frank Aylette Cooper, of 25 Stoke Newington Road, London, N.16. Bookseller.

13. The qualification of a Director shall be the holding of one share of the Company. A Director may act before acquiring his qualification.

14. The words "in General Meeting" shall be inserted after the words "unless the Company" in regulation 78 of Table A, Part I.

    BORROWING POWERS.

15. The proviso to regulation 79 of Table A, Part I, shall be omitted.

POWERS AND DUTIES OF DIRECTORS.

16. Paragraph (4) of regulation 84 of Table A, Part I, shall be omitted.

    DISQUALIFICATION OF DIRECTORS.

17. The office of a Director shall be vacated-
    1. If by notice in writing to the Company he resigns the office of Director.
    2. If he ceases to be a Director by virtue of section 182 of the Act.
    3. If he becomes bankrupt or enters into any arrangement with his creditors.
    4. If he is prohibited from being a Director by an order made under any of the provisions of section 188 of the Act. If he becomes of unsound mind.

18. Any person may be appointed or elected as a Director, whatever may be his age, and no Director shall be required to vacate his office by reason of his attaining or having attained the age of seventy or any other age.

    ROTATION OF DIRECTORS.

19. The words "if willing to continue in office" shall be substituted for the words "if offering himself for re-election in regulation 92 of Table A, Part I.

20. Without prejudice to the provisions of regulations 96 and 97 of Table A, Part I, the Company may by Extraordinary Resolution remove any Director before the expiration of his period of office, and may by Ordinary Resolution appoint another Director in his stead. A person appointed in place of a Director so removed shall be subject to retirement at the same time as if he had become a Director on the day on which the Director in whose place he is appointed was last elected a Director.

    CAPITALISATION OF PROFITS.

21. All the. words in regulation 129 of Table A, Part 1, after the words "providing for the allotment to them respectively, credited as fully paid up" shall be deleted, and the following words shall be substituted therefor : "of any further shares to which they may be entitled upon such capitalisation and any agreement made under such authority shall be effective and binding on all such members."

    NOTICES.

22. In regulation 131 of Table A, Part I, the words "in the case of a notice of a meeting" and all the words after the words "the letter containing the same is posted" shall be omitted therefrom.

    WINDING UP.

23. In regulation 135 of Table A, Part I, the words "with the like sanction" shall be inserted immediately before the words "determine how such division" and the word "members" shall be substituted for the word "contributories."

INDEMNITY.

24. Every Director or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including, any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under section 448 of the Act in which relief is granted to him by the court, and no Director or other officer shall be liable for any loss, damage or misfortune which may happen to or be incurred bv the Company in the execution of the duties of his office or in relation thereto. But this Article shall only have effect in so far as its provisions are not avoided by section 205 of the Act.

NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS

JOHN BEYNON HARRIS, 22 Bedford Place, London,
W.C.1, Author.

EDWARD JOHN CARNELL, 17 Burwash Road, S.E.18,
Sales Manager.

WALTER HERBERT GILLINGS, 115 Wanstead Park
Rd., Ilford, Essex, Journalist.

GEORGE KENNETH CHAPMAN, 23 Farnley Road,
South Norwood, London, S.E.25, Export Manager.

ERIC CYRIL WILLIAMS, 11 Clowders Road, Catford,
London, S.E.6, Bookseller.

FRANK AYLETTE COOPER, 25 Stoke Newington
Road, London, N.16, Bookseller.

Dated this 15th day of October 1948.

Witness to the above Signatures-

JAMES POLLOCK GORDON,
Bookshop Manager,
6 Arcola Street,
Hackney,
London, E.8.