INVISIBLE CILDREN

ACCOUNTS FOR PRESENTATION

TO THE COMPANIES HOUSE
Company Number 06679805
Financial Period: 01/07/2009-30/06/2010
Prepared on 29/3/2011
For the year endmg 30/06/2010 the company was entitled to exemptiOn from audtt under
sectiOn 4 77 of the Compames Act 2006 relatmg to small compantes
Dtrectors' Responstbthttes:
The members have not reqmred the company to obtam an audtt of tts accounts for the
year m questiOn m accordance with section 476,
The duectors acknowledge thetr responstb!lltles for complymg wtth the reqmrements of
the Act with respect to accountmg records and the preparatiOn of accounts,
These accounts have been prepared m accordance wtth the proviSlons applicable to
compantes subJect to the small compames' regtme
11
A21
Invtstble Chtldren Accounts 01/07/209-30/06/2010
01/04
/2011
COM
PANIES
HOUS
E
108
Invisible Children -Balance Sheet (30/06/20 10)
ASSETS
Current Assets
Bank Accounts
Barclays Checkmg
Barclays Euro Deposited (Savangs) Account
Petty Cash
Petty Cash (EUROS)
Total Bank Accounts
Accounts Receivable
Accounts Receivable
Total Accounts Rece1vable
Total Current Assets
F1xed Assets
Machmery & Equ1pment
Total F1xed Assets
TOTAL ASSETS
LIABILITIES AND EQUITY
LiabilitieS
Total Liabilities
Equoty
Openmg Balance Equ1ty
Reta1ned Earnmgs
Net Income
Total Equity
TOTAL LIABILITIES AND EQUITY
Total
22,213 12
4,941 49
400 00
28 65
$
27,583 26
-0 90
-$
090
$
27,582 36
5,630 00
$
5,630 00
$
33,212 36
5,397 65
27,860 71
-46 00
$
33,212 36
$
33,212 36
For the year endong 30/06/20 I 0 the company was entitled to exemption from aud1t under sect1on 477 of the
Compames Act 2006 relatong to small compames
Directors' Responsibilities
The members have not requ1red the company to obtam an aud1t of Its accounts for the year m question m
accordance with section 476,
The directors acknowledge their responsibilities for complyong w1th the requirements of the Act woth
respect to accountmg records and the preparation of accounts,
These accounts have been prepared tn accordance with the provtsiOns apphcable to compames subject to
the small compames' regtme
Davo
Drector, J;SI
davy@tnVISI
InviSible Children Accounts 01/071209-30/06/2010
Invisible Children -Profit and Loss Account (0 1107/2009-30/06/20 I 0)
Total
Incom
Gnral Dontions 4
Grants
Sles of Product Incom
NonTaxable Sales Z 4
Total Sles of Prouct Incom 2000T
Shols for Schols Revenue
Total Incom TW
Expnses
Adersmg
Bank Chargs 44 4Z
Commons & Fees 4Z
Dues & Subacnptlona Z4
Equipmnt Expnse 4
General Repa1r &Mintennce Z
Insurance Z4Z Z
Legl & Professionl Fes
IT/Computer Sy&tema
Other Professional SMcea
Total legal & ProfeSSIOnal Fes J 0
Meals and Entertammnt 4
Offce Expnses
Food and Water 4 Z
Offca Supplies ZZ
Stationary & Pnnt1ng ZZ Z
Total Offe Exnan dWJW
Promtionl Matenala
Rant or Leas Z4
Shipptng, Fre1ght & Delivery
Taxes & Licenses Z
Travel Z
Aufare Z 4
Gaa 4
Intern Stipnd
T axi/SubwayfBuaOther Z
Travel Meals 4
Vehcla Mmtenance/pkep
Total Travel TJ
Ut1llt1ea 44
Total Expenses T
Nt Opratmg Incom 200
fIncom
Reimbursed Expnses Z Z
Totat Other Incom Z 2
Other Expnses
Miscellanous J
Penalt1oa & Sttlemnts
Total Othr Expnses J2 J
Net Other Incom Jd 0
Net Incom JZ2
For the year endmg 30/06/20 lO the company was entitled to exemption from audit under section 477 of the
Compames Act 2006 relatmg to small compames
Directors' Responstbthttes
The members have not reqUired the company to obtam an audtt of Its accounts for the year m questiOn m
accordance wtth section 476,
The directors acknowledge their responsibilities for complymg with the requirements of the Act with
respect to accountmg records and the preparatiOn of accounts,
These accounts have been prepared m accordance wtth the provisions applicable to compames subject to
the small compantes' regime
Director, f

VI
davy@mviSI echildren cor
InviSible Children Accounts 01/07/209-30/06/2010

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Companies House
for the rcor
^1n
Annual Return I
Received for filing in Electronic Format on the: 29/03/2011
X5ZX2SUM
Company Name:
Company Number:
Date of this return:
SIC codes:
Company Type:
Situation of Registered
Ofice:
INVISIBLE CHILDREN
06679805
28/03/2011
9305
Private company limited by guarantee exempt under section 60
C/0 DAVID K. YOUNG
BALDON HOUSE MARSH BALDON
OXFORD
OXFORDSHIRE
UNITED KINGDOM
OX44 9LS
Offcers of the compay
Electronicall Filed Document for Company Number: 06679805 Page:l
Company Secretary I
Type:
Ful forename(s):
Surame:
Forer names:
Service Address:
Person
ROBERT
BAILEY
1032 PENNSYLVANIA A VE
SAN DIEGO
CALIFORNIA 92103
UNITED STATES
Electronicall Filed Document for Company Number: 06679805 Page:2
Company Director I
Type: Person
Fulforename(s):
ROBERT
Surame:
BAILEY
Forer names:
Service Address:
1032 PENNSYLVANIA A VE
SAN DIEGO
CALIFORNIA 92103
UNITED STATES
Countr/State Usualy Resident:
USA
Date ofBirth:
Nationalit: UNITED STATES
Occupation: DIRECTOR, FILMAKER
Electronicall Filed Document for Company Number: 06679805 Page:3
Company Director 2
Type: Person
Fulforename(s):
MRGIE
Surame:
DILENBURG
Forer names:
Service Address:
1704 GRANADA A VE
SAN DIEGO
CALIFORNIA 92102
UNITED STATES
Countr/State Usualy Resident:
USA
Date ofBirth:
Occupation: MNAGER
Nationalit: UNITED STATES
Electronicall Filed Document for Company Number: 06679805 Page:4
Company Director 3
Type: Person
Fulforename(s):
BEN
Surame:
KEESEY
Forer names:
Service Address:
3229 COLUMBIA ST
SAN DIEGO
CALIFORNIA 92103
UNITED STATES
Countr/State Usualy Resident:
USA
Date ofBirth:
Occupation: CEO
Nationalit: UNITED STATES
Electronicall Filed Document for Company Number: 06679805 Page:5
Company Director 4
Type: Person
Fulforename(s):
JAMES BRODY
Surame:
MCMURTRY
Forer names:
Service Address:
1032 PENNSYLVANIA A VENUE
SAN DIEGO
92103 CA
USA
Countr/State Usualy Resident:
USA
Date ofBirth:
Occupation: LAWYER
Nationalit: UNITED STATES
Electronicall Filed Document for Company Number: 06679805 Page:6
Company Director 5
Type: Person
Fulforename(s):
LAREN
Surame:
POOLE
Forer names:
Service Address:
4110 UDALL ST
SAN DIEGO
CALIFORNIA 92107
UNITED STATES
Countr/State Usualy Resident:
USA
Date ofBirth:
Nationalit: UNITED STATES
Occupation: DIRECTOR, FILMAKER
Electronicall Filed Document for Company Number: 06679805 Page:7
Company Director 6
Type: Person
Fulforename(s):
JASON
Surame:
RUSSELL
Forer names:
Service Address:
1672 EMERALD ST 5
SAN DIEGO
CALIFORNIA 92109
UNITED STATES
Countr/State Usualy Resident:
USA
Date ofBirth:
Nationalit: UNITED STATES
Occupation: DIRECTOR INVISIBLE CHILDREN
Electronicall Filed Document for Company Number: 06679805 Page:8
Company Director 7
Type: Person
Fulforename(s):
DAVID KELLY DEPAUW
Surame:
YOUNG
Forer names:
Service Address:
BALDON HOUSE
MARSH HOUSE
OXFORD
OXFORDSHIRE
OX44 9LS
Countr/State Usualy Resident:
UNITED KINGDOM
Date ofBirth:
Occupation: CONSULTANT
Authenticated
Nationalit: BRITISH
Authorisation
This form was authorised by one of the following:
Director, Secretary, Person Authorised, Charity Conunission Receiver and Manager, CIC Manager, Judicial Factor.
End of Electronicall Filed Document for Company Number: 06679805 Page:9
4
Company number: 06679805
THE COMPANIES ACT 1985 TO 1989 AND ANY PROVISIONS OF THE COMPANIES ACT
2006 FOR THE TIM BEING IN FORCE
PRIVATE COMPANY LIMITED BY GUARANTEE
WRITEN RESOLUTION OF
INYISIBLE CHILDREN
(tbe "Company")
A08
Date of circulation: 16
"
Februa 2009
27/02/2009
COMPANIES HOUSE
The undersigne, being all the members of the Company who, at the date of this written reolution are
entitled to receive notice of, attend ad vote at any general meeting of the Company, HEREBY
RESOL Y puruant to Chapter 2 of Part 13 of the Companies Act 2006, that the following resolution
is passe as a speial resolution.
This written resolution may be executed in one or more counterpas and each of which when executed
shall be an original but all of the counterpa together shall constitute one ad the same instrment.
SPECIAL RESOLUTION TO ADOPT NEW MEMORANDUM OF AsSOCIATION
IT IS RESOLVED THT the Memorandum of Association be and is hereby amended as follows:
Pargaph 3 shall be deleted and amende so that it shall now read:
"3. The Charity's objet (the "Objects") are:
(I) To promote human rights (as set out in the Univeral Declarton of Human Rights and
subseuent United Nations conventions and delartions) by seking to eliminate the
abduction of children and their conscription as child soldier in northe Uganda. The
charity shall do this by all or any of the following means:

raising awareness of human rights issues;

promoting public support for human rights;

promoting respct for human rights among individuals and corrtions;

relieving need among the victims of human right abuss.

(2) To advance the eucation of vulnerable youth afete by the armed confict in norther
Ugada by:
L\ 76128.1

mentoring children, pacularly children who are total orphans, heads of

household, formerly abducte retumes, living with HIV/Aids, or child mothers;

providing eucational opporities for such youth;

organising teacher exchange progmmes; and

assisting in the provision of teacher tining, equipment, tehnolog,

infstcture, water and sanitation ad other resources for Uganda schools.
39
>
.... . . ..
(3) The relief of fnancial hardship among peple living in norther Uganda by such means as
the tstees tink ft
(4) The relief of sicknes and the preseration of helth among peple living in northe
Uganda by such mens as the tustees think ft
AGREEMENT
Please read the notes accompanying this document before you signir your ageement to the
resolution.
The underiged bing the perons entitled t vote on the above resolutions on the date of circulation
oveh irevocably agee to the Special Resolution indicated above.
:
l

Ben Keesey
W\76!28.1
Date: 1
r 1
Date:
__ _ _
Date:
Date:
4
. \
NOTS
I. You c choose to age to the Speial Resolution. If you agee t the resolution, please indicate
your ageement by signing and dating this document as indicated and reting to the Compay
using one of the following methods:

By band or by pst: siged copy t be delivered/sent to Brody McMurty, 150

Tooley Steet, London SEJ 2TU; or

By email: scanne copy of the sige document to be attache to an email and sent
t brody@invisiblechildren.com with subjet "written resolution circulated on I 6'
February 2009".
If you do not ae to te Spcial Resoluton you do not need to do anything; you will not b
deemed to agee if you fail to reply.
2. Your ageement t the Speial Resolution, once indicated, may not be revoked.
3. If, within 28 days of circulation of this resolution, suficient ageement ha not been received for
the Speial Resolution to pass then such reolution will lapse. If you agee to the Special
Resolution, please ensure that your agement reaches us before or during this date.
4. If you a siging this document on behalf of a peron under a power of attorey or other authority
please send a copy of the relevant power of attorey or authority when reting this document.
W\76128.1
~ t
THE COMPANIES ACTS 1985,1989 AND
COMPANY LIMITED BY GUARANTEE
MEMORDUM OF ASSOCIATION OF
INVSIBLE CHILDREN
(As adopted by Special Resolution passed on 26 February
ADS 2710212009 38
COMPANIES HOUSE
1. The company's name is Invisible Children (and in this document it is called the
Charity).
2. The Charity's registered ofice is to be situated in England.
3. The Charity's objects (the Objects) are:
(1)
To promote human rights (as set out in the Universal Declaration of Human
Rights and subsequent United Nations conventions and declarations) by
seeking to eliminate the abduction of children and their conscription as child
soldiers in norther Uganda. The charity shall do this by all or any of the
following means:

raising awareness of human rights issues;

promoting public support for human rights;

promoting respect for human rights among individuals and corporations;

relieving need among the victims of human rights abuses.

(2)
To advance the education of vulnerable youth affected by the armed conflict in
norther Uganda by:

mentoring children, particularly children who are total orphans, heads

of household, formerly abducted retees, living with HIV/Aids, or
child mothers;

providing educational opportunities for such youth;

organising teacher exchange progames; and

assisting in the provision of teacher taining, equipment, technology,

infastructure, water and sanitation and other resources for Ugandan
schools.
(3) The relief of financial hardship among people living in northe Uganda by
such means as the trustees think ft.
L\476140.1
4.
(4) The relief of sickness and the preservation of health aong people living in
norther Uganda by such means as the trustees think ft.
(I)
In addition to any other powers it may have, the Charity has the following
powers in order to fher the Objects (but not for any other purose):
(a) to raise funds. In doing so, the Charity must not undertake any
substantial permanent tading activity and must comply with any
relevant statutory regulations;
(b) to buy, take on lease or in exchange, hire or otherwise acquire any
property and to maintain and equip it for use;
(c) to sell, lease or otherwise dispose of all or any pat of the property
belonging to the Charity. In exercising this power, the Charity must
comply as appropriate with sections 36 and 37 of the Charities Act
1993;
(d) to borrow money and to charge the whole or any part of the property
belonging to the Charity as security for repayment of the money
borrowed. The Charity must comply as appropriate with sections 38
and 39 of the Charities Act 1993 if it wishes to mortgage land;
(e) to co-operate with other Charities, voluntary bodies and statutory
authorities and to exchange information and advice with them;
(f
to establish or support any charitable trusts, associations or institutions
formed for any of the charitable purposes included in the Objects;
(g) to acquire, merge with or to enter into any partnership or joint venture
arrangement with any other Charity formed for any of the Objects;
()
to set aside income as a reserve against fture expenditure but only in
accordance with a written policy about reserves;
(i) to employ and remunerate such staf as are necessary for carrying out
the work of the Charity. The Charity may employ or remunerate a
Director only to the extent it is permitted to do so by clause 5 and
provided it complies with the conditions in that clause;
()
to:
(i) deposit or invest fnds;
(ii) employ a professional fnd-manager; and
(iii) arrange for the investments or other property of the Charity to
be held in the name of a nominee;
in the sae manner and subject to the same conditions as the Trustees
of a trust are permitted to do by the Trustee Act 2000;
2
L\476140.1
5.
(k) to provide indemnity insurance for the Directors or any other ofcer of
the Charity in relation to any such liability as is mentioned in subclause
(2) of this clause, but subject to the restrictions specified in subclause
(3) of the clause;
(I) to pay out of the fnds of the Charity the costs of forming and
regstering the Charity both as a company and as a Charity;
(m) to do all such other lawfl things as are necessary for the achievement
of the Objects;
(2) The liabilities referred to in sub-clause (I )(I) are:
(3)
( I )
(2)
(a) any liability that by virtue of any rule of law would otherwise attach to
a director of a company in respect of any negligence, default breach of
duty or breach of trust of which he or she may be guilty in relation to
the Charity;
(b) the liability to make a contribution to the Charity's assets as specifed
in section 214 of the Insolvency Act 1986 (wrongfl trading).
(a) The following liabilities are excluded fom sub-clause (2)(a):
(i) fines;
(ii) costs of unsuccessflly defending criminal prosecutions for
offences arising out of the faud, dishonesty or wilful or
reckless misconduct of the Director or other officer;
(iii) liabilities to the Charity that result fom conduct that the
Director or other officer knew or must be assumed to have
known was not in the best interests of the Charity or about
which the person conceed did not care whether it was in the
best interests of the Charity or not.
(b) There is excluded from sub-clause 2(b) any liability to make such a
contribution where the basis of the Director's liability is his or her
knowledge prior to the insolvent liquidation of the Charity (or reckless
failure to acquire that knowledge) that there was no reasonable
prospect that the Charity would avoid going into insolvent liquidation.
The income and property of the Charity shall be applied solely towards the
promotion of the Objects.
(a) A Director is entitled to be reimbursed fom the property of the Charity
or may pay out of such property reasonable expenses properly incurred
by him or her when acting on behalf of the Charity.
(b) Subject to the restrictions in sub-clauses 4(2) and 4(3), a Director may
beneft fom Trstee indemnity insurance cover purchased at the
Charity's expense.
3
L\76140.1
(c) A Director may receive an indemnity fom the Charity m the
circumstances specifed in Article 49.
(3) None of the income or property of the Charity may be paid or tansferred
directly or indirectly by way of dividend bonus or otherwise by way of proft
to any member of the Charity. This does not prevent a member who is not also
a Director receiving:
(a) a benefit fom the Charity in the capacity of a benefciary of the
Charity;
(
)
reasonable and proper remuneration for any goods or services supplied
to the Charity.
(4) No Director may:
(5)
L0\76140.1
(a) buy any goods or services fom the Charity;
(
) sell goods, services, or any interest in land to the Charity;
(
c
)
be employed by, or receive any remuneration fom the Charity;
(
d) receive any other fnancial beneft fom the Charity; unless:
(a)
(i
) the payment is permitted by sub-clause (5) of this clause and
the Directors follow the procedure and observe the conditions
set out in sub-clause
( 6) of this clause; or
(ii)
the Directors obtain the prior written approval of the
Commission and flly comply with any procedures it
prescribes.
A Director may receive a beneft fom the Charity in the capacity of a
benefciary of the Charity.
(
) A Director may be employed by the Charity or enter into a contract for
the supply of goods or services to the Charity, other than for acting as a
Director.
(c) A Director may receive interest on money lent to the Charity at a
reasonable and proper rate not exceeding 2% per annum below the
base rate of a clearing bank to be selected by the Directors.
(d) A company of which a Director is a member may receive fees
remuneration or other benefit in money or money's worth provided that
the shares of the company are listed on a recogised stock exchange
and the Director holds no more than 1% of the issued capital of that
company.
(e) A Director may receive rent for premises let by the Director to the
Charity if the amount of the rent and the other terms of the lease are
reasonable and proper.
4
(6)
L0\76140.1
(a) The Charity and its Directors may only rely upon the authority
provided by sub-clause 5(5) if each of the following conditions is
satisfed:
(i) The remuneration or other sums paid to the Director do not
exceed an amount that is reasonable in all the circumstances.
(ii) The Director is absent fom the part of any meeting at which
there is discussion of:

his or her employment or remuneration, or any matter

concerng the contract; or

his or her performance in the employment, or his or her

performance of the contact; or

any proposal to enter into any other contract or arrangement

with him or her or to confer any beneft upon him or her that
would be permitted under sub-clause 5(5); or

any other matter relating to a payment or the conferring of any

beneft permitted by sub-clause 5(5).
(iii) The Director does not vote on any such matter and is not to be
counted when calculating whether a quorum of Directors IS
present at the meeting.
(iv) The other Directors are satisfied that it is in the interests of the
Charity to employ or to contract with that Director rather than
with someone who is not a Director. In reaching that decision
the Directors must balance the advantage of employing a
Director against the disadvantages of doing so (especially the
loss of the Director's services as a result of dealing with the
Director's conflict of interest).
(v) The reason for their decision is recorded by the Directors in the
minute book.
(vi) A majority of the Directors then in ofice have received no such
payments.
()
The employment or remuneration of a Director includes the
engagement or remuneration of any frm or company in which the
Director is:
(i) a partner;
(ii) an employee;
(iii) a consultant;
(iv) a director; or
5
...
(
v)
a shareholder, unless the shares of the company are listed on a
recogised stock exchange and the Director holds less than I%
of the issued capital.
(7)
In sub-clauses (2)-(6) of this clause 5:
(
a
)
"Charity" shall include any company in which the Charity:

holds more than 50% of the shares; or

controls more than 50% of the voting rigts attached to the

shares; or

has the right to appoint one or more directors to the Board of

the company;
(
)
"Director" shall include any child, parent, gandchild, gandparent,
brother, sister or spouse of the Director or any person living with the
Director as his or her partner.
6. The liability of the members is limited.
7. Every member promises, if the Charity is dissolved while he or she is a member or
within twelve months afer he or she ceases to be a member, to contribute such sum
(
not exceeding 10) as may be demanded of him or her towards the payment of the
debts and liabilities of the Charity incurred before he or she ceases to be a member,
and of the costs charges and expenses of winding up, and the adjustent of the rights
of the contributories among themselves.
8.
(I)
The members of the Charity may at any time before, and in expectation of, its
dissolution resolve that any net assets of the Charity aft er all its debts and
liabilities have been paid, or provision has been made for them, shall on or
before the dissolution of the Charity be applied or tansferred in any of the
following ways:
(
a
)
directly for the Objects; or
()
by transfer to any Charity or Charities for purposes similar to the
Objects; or
(
c
)
to any Charity for use for particular purposes that fall within the
Objects;
(2) Subject to any such resolution of the members of the Charity, the Directors of
the Charity may at any time before and in expectation of its dissolution resolve
that any net assets of the Charity afer all its debts and liabilities have been
paid, or provision made for them, shall on dissolution of the Charity be
applied or tansferred:
(
a
)
directly for the Objects; or
() by transfer to any Charity or Charities for purposes similar to the
Objects; or
6
L\ 76140.1
(c) to any Charity or Charities for use for particular purposes that fall
within the Objects.
(3) In no circumstances shall the net assets of the Charity be paid to or distibuted
among the members of the Charity (except to a member that is itself a Charity)
and if no such resolution is passed by the members or the Directors the net
assets of the Charity shall be applied for charitable purposes as directed by the
court or the Commission.
7
L\76140.1
We, the persons whose names and addresses are written below,
wish to be formed into a company under this Memorandum of
Association.
The persons whose sigatures, names, and addresses are written at
the end of the Memorandum will be the frst members of the
Company
This Memorandum may be executed in one or more counterparts,
each of which when executed shall be an orignal but all the
counterparts together shall constitute one and the same instment.
Sigatures, Names and Addresses of Subscribers
Bobby Bailey Margie Dillenburg
Ben Keesey Laren Poole
J ason Russell
Dated:
A witness must be someone who
Witness to the above Sigatures:
is not related to any of the
signatories but who is acquainted
with them. The witness must be
over 18. Name:
Address:
Occupation:
l\76140.1
8