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.
- Share offer letter (1948)
- Original share certificate (1948)
- Reorganisation & second share certificate (1954)
- The end of Nova Publications (1964)
- Official letter heads
- Moorcock-era letters
- The name of the Company is "NOVA PUBLICATIONS
- The registered office of the Company will be situated in
- The objects for which the Company is established are
- 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.
- 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.
- 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.
- 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.
- 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,
- 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
- 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.
- To borrow or raise or secure the payment of money
for the purposes of or in connection with the
- 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.
- 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.
- 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.
- 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.
- 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.
- To draw, make, accept, endorse, negotiate, discount
and execute promissory notes, bills of exchange and
other negotiable instruments.
- 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
- 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.
- 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.
- 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.
- 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
- 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.
- 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.
- 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.
- 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.
- 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.
- To in all such other things as are incidental or
conducive to the above objects or any of them.
- The liability of the members is limited.
- 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.
WE, the several persons whose names and addresses are
subscribed, are desirous of being formed into a Company in
pursuance of this Memorandum of Association, and we respectively
agree to take the number of shares in the capital of the Company
set opposite our respective names.
NAMES, ADDRESSES AND DESCRIPTIONS OF SUBSCRIBERS
Number of Shares|
taken by each
JOHN BEYNON HARRIS, 22 Bedford Place,|
EDWARD JOHN CARNELL, 17 Burwash Road,|
Plumstead, 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,
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,
6 Arcola Street,
- 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.
- 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.
- 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
- 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
- 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.
- 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.
- The proviso to regulation 32 of Table A, Part I, shall be
NOTICE OF GENERAL MEETINGS.
- 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.
- The words "the appointment of, and" shall be omitted
in regulation 52 of Table A Part I.
- The words "twenty-four" shall be substituted for the
word "thirty" in regulation 57 of Table A, Part I.
- 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.
- 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,
- The qualification of a Director shall be the holding of
one share of the Company. A Director may act before acquiring
- The words "in General Meeting" shall be inserted
after the words "unless the Company" in regulation 78 of
Table A, Part I.
- The proviso to regulation 79 of Table A, Part I, shall
POWERS AND DUTIES OF DIRECTORS.
- Paragraph (4) of regulation 84 of Table A, Part I,
shall be omitted.
DISQUALIFICATION OF DIRECTORS.
- The office of a Director shall be vacated-
- If by notice in writing to the Company he resigns the
office of Director.
- If he ceases to be a Director by virtue of section 182
of the Act.
- If he becomes bankrupt or enters into any
arrangement with his creditors.
- 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.
- 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.
- 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.
- 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.
- 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."
- 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
- 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."
- 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,
EDWARD JOHN CARNELL, 17 Burwash Road, S.E.18,
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,
6 Arcola Street,