Rogister number: 10566685 Charity number. 1197356 Roforestatlon Limilod {A Company Ilmlted by guaranleo) Trusteès. R•port and Flnanclal Stat•m•nts for the year ond•d 31 December 2024
Refor•station Limlted Contents Pages Company Informat Directors Repart &7 Stslement of Trustees Responsibilitles Independent ExamineV$ Report Statement of Financkgj Activities 10 Balance Sheet 11 Examiner's notes 12-16
REFORESTATION UMITED iEGAL AND ADMINISTRATIVE INFORMATION Charity name Reforestation Limited Charity registration number 1197356 Company registration number 10566685 Registered offlce I West Street Lewes East Sussex 8N7 2NZ Trustees Leopold Hall Ichaiwl Esteban Abad Jara Roberta Benedetti del Rio Nicholas Scott Executive Director Dr Michael Packer Independent auditor Maxwell-Gumbleton I West Street Lewes East Sussex BN7 2NZ Bankers Barclays 139-142 North St Brighton BNI IRU
REFORESTATION LIMITED TRUSTEES REPORT IINCLUDING DIREcfoRS' REPORn FOR THE YEAR ENDED 31 DECEMBER 2024 The trustees present their annual report and financial statements for the year ended 31 December 2024. The financial statements have been prepared in accordance with the 8ccounting policies set out in note I to the financial statements and comply with the charity's Igoverning documentl. the Companies Act 2006 and"Accounting and Reporting by Charities: Statement of Recommended Practice applitable to charities preparing thelr accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Iland IFRS 1021" (effective l January 20191. Objectlves and Actlvltles Purpose ond alms Reforestation's purpose is to promote for the benefit of the publlc the conservation, protection and improvement of the physical and natural environment by creatin& restorin8, improving and protecting natural woodland and associated habltats. We aim to restore 10,O(N) acres of thriving forest landscapes in UK by 2030, contributinB lo reversal of biodiversity10s5, restoration of healthy ecosystems and regeneration of produttive agro-ecological systems. Our projects will provide multiple benefit5, including: Climate capturin8 and storing atmospheric carbon. contributing to climate thange mitigation and achievement of UK'S 2050 Net Zero ambition,. Biodiversit increasing wildlife habitat, species diversity and population sizes, enhancing the resilience and sustainability of natural and agro-forestry ecosystems: Water- cleaning, storing and regulating water 5uppIy* helping to combat flood and drought risk, and contributing to security of supply,. Econom - providing food, fuel and fibre Iwood and timber products), and varied recreatlon activlty opportunities, generating revenues and contributin8 to supply security,. Communi - providing local employment. creating accessible green, amenity and leisure spaces. supporting wellbeing, and increasing envlronmental awarenes5. y enhancing the resilience, productwity and sustainability of thrivlng forest landscapes. our projects will help to sustain local ecologies, economles and community health and wellbeing. Objertlves andstrnteqles Workirbg within specific landscapes. our objecttve5 are to originate and implement projects that: Create ex nd and tonnect woodland habitat through 5UPPOrting natural regeneration, plantin8 and managing new, native species woodland, and planting and managing woodland shaws and hedgerows,. Inte rate woodland shelterbelts hed rows and trees into fanns and eststes through supporting the implementation and innovation of regenerative agroforestry systems, both silvoèrable (trees and crops} and silvopastoral (trees and Ilvestockl systems.
REFORESTATION LIMITED TRUSTEES REPORT {INCLUDING DIRECTORS, REPORT) FOR THE YEAR ENDED 31 DECEMBER 2024 In order to achieve our objectives, we need access to project land for very lonE period5 of time and sufficient funding to implement relatively high-value capital works. Our Strategies for originatin& funding and implementing projects are.. Securin land - we acquire land through pijrchase, through leasing, and through innovative partnering with existing farm and landowners. Land purchase secures project benefits in perpetuity. When acquiring land by lease and through partnership. we seek very long tem) commitments. in order to ensure outcomes are achieved. Blendln resources- potentially high up-front capital costs and on-goiro maintenance costs mean that 5ignifitant effort is needed to raise project funds. We blend individual donations with grant aid (including local government and charitable foundatlon grants) and finance from landowner partners. We anticipate financing of projects through the integration of payments for ecosystem seNices, in particularthrough carbon- and biodiversity-based offsets and other ecosvstem asset markets; and we keep under review potential for private financing of carbon and biodiversity offsets. Partnerin for delive recogni5ing the immense challenges involved in supporting biodiversity recovery, ecosystem restoration and regenerative agroforestry. we implement projects in close collaboration with landowners, contractors, technical experts. innovators, government bodies and conservation organisations, and in cooperative. shared Interest and commercial ways to achieve our outcomes. As part of an annual review of project work, including performance, we review our objectives and activities. Depending on achievements Iprojert outputs and outcomes) and funding forecasts we may revise specific objectives. strategles and/or attivities in order to ensure that we continue to fulfil our purpose. Artlvities in 2024 We focused in 2024 on.. implementation of projects originated prior to 2024; a review of projert performance; and, a review of strategy for athieving objectNes. Specific aim5 for 2024 were: Pro ettim lementation- progress development of projects established by the end of 2023. Strate c review- review project performance and origination process, and consider strategk options for enhancing progress towards the 2030 target,. Fundraisin raise sufficient unrestricted funding for organi5ation development and for exploring corporate support for project development, and secure relevant unrestricted and restricted funding for project implementation; Governance and mana em complete implementation of key organisational and operational policies, procedures and processes. Achievement and Performance Projert implementotlon Limited charity resources were focussed on: Developing and maintaining current landowner partnership projects - attivities focussed on tree pSantin& hedgerow ¢allOn and malntenance, and re-stocking trees that had failed in previous years, plantings.
REFOREsfATION UMITED TRUSTEES REPORT {INCLUDING DIREcfoRS' REPORTI FOR THE YEAR ENDED 31 DECEMBER 20Z4 Searchingfor land purchase opportunities-the search was focussed on land in close proxlmlty to current projerts. Exploring the potential of corporate partnership for originating and developing projects dIsCu10n5 with several businesses seeking to 5UPPOrt tree planting and habitat creation. Ke achievements Project implementation to end 2024 resulted in the following Outputs: A total of 52.4 acres121.2hal of land directly brought under management,. Over 7840 trees and woody shrubs planted as newty treated woodland and hedgerow. and within hedgerow as emergent trees,. Over 530m of hedgerow planted and a further 340m under restoration mana8ement- An estimated 2850 tonnes of C02 equivalent ItCO2e} to be sequestered over the next 30 year5 in growing trees, assuming continued projert implementotion. Two small meadows of greater than O.Iha each created: One pond created and two ponds under restoration management. Some project activities some of the planned woodland creation labout 0.84 hal and all the shelterbelt planting (about 0.45 hal- were deferred to the 2025 planting season, for reasons beyond our control. Some project objectives have been reduced as a result of decisions by landowners of two projects to self-finance some of the planned activities in orderto comply with Biodiversity Net Gain requirements. The decision5 affect woodland creation, agro-forestry tree plantin& hedgerow creation and wood pasture creation objectives. At the time of writing, the e¥tent to which project activities under these partnershlps wlll be reduced is not yet confirmed but is likely to be si8nificant. Searches for land to purchase for new projerts close to current projects yielded no potential land purchase opportunltles, reflectlng In part the strategically limlted search criteria. Discussion5 Wlth several businesses explored the potential for corporate partnership to develop new tree planting and habitat creatlon prolects. From dlscussions the possible partnerships were identified. one of which will be further explored and. hopefully* implemented early in 2025. Stroteqlc revlew A review of projert performance, costs of project origination and the challenges and constraints to securin8 landownercommitment to long term woodland and other habitat creation and management led to a revised. five year strategy for achievin8 pro8ress towards our 2030 target. Ke achievements The 2025-30 strategy will focus on.. Raising of fund5 to purchase land owned and fully controlled by Reforestation for project development: and, Engaging with businesses that have aligned interests and readiness to creation. monagement and long term protectlon of natural woodland habitat.
REFOREsfATION LIMITED TRusfEE5 REPORT IINCLUDING DIRECTORS, REPORT) FOR THE YEAR ENDED 31 DECEMBER 2024 Fundrnisinq Fundraising activities focused on dlrect approaches to potential donors lindividuals, corporates and foundations). The scope of fundraising attivities was limited while we conducted strategic review. Ke achievements Unrestrirted funding was secured through private donation, including Gift Aid claim payments. Funds raised supported partner projecl Implementstion. with some dedicated to engaging with businesses about collaborative project development. A small portion of the unrestricted fundin8 was used to support communications and fundraising activities, and organisation development. Govemance and monogement All key organisational and operdtional policies, protedure5 and processes were implemented durin8 the year. Several policie5 were'reviewed or updated. Plans for 2025 Following the strategic review, priority activities in 2025 will be: Continue to implement existing landowner partnership projects: Source suitable land to purchase for project development- Engage businesses in collaborations to fund and implement woodland creation projects: Fundraising to purchase land and implement projects: and. Organisatlon development. Projertlmplementatlon Continue implementation of the six partner projects, which will comprise replacement planting, enrichment planting and woodland malntenance. Londpurchose Proactively identify a suitable piece of land, Ideally of about 5 hectare5. to purchase w•thin the East Sussex project landscape in order to implement a mixed woodland and a550Ciated habitat creation project; Subject to successful fundralsing, secure purchase of land. ideally In time for projert Implementatlon from autumn 2025, Buslness engoqement Identify and engage with two spOnSible businesses to develop formal, lon8 term project collaborations to fund and implement projects that meet shared values and interests. Fundm151nq Develop and implement a fundraisin8 campaign targeting individual donor5, corporate support and foundation grant fundlng for land purchase. project implementstion and organisation development- For new projects to be implemented during the year, submit grant aid applications for capital costs of woodland creatlon pro5ects.
REFORESTATION UMITED TRUSTEES REPORT IINCLUDING DIRECTORS. REPORTI FOR THE YEAR ENDED 31 DECEMBER 2024 Orqonlsatit>n development Review and, where needed, update organisational policies ac¢ordin8 to the review schedule; Subjett to fundin8, recruit staff for 2025-30 strategy implementation. In detemining priorities for2025, the trustees conflrm that they have complied with the requirement5 of section 17 of the Charities Art 2011 to have due regard to public benefit gijidance published by the Charity Commission for England and Wales when reviewin& planning and directing the aims, objectives and actlvltles of the charity. Structure, Governance and Mana8•ment Reforestation is a company limited by guarantee, incorporated on 17 January 2017 and governed by Articles of Association, last updated in Decernber 2021. The organisation was registered with the Charity Commission for England and Wales as a charity on 5 January 2022. The trustees who are also direttors for the purpose of company law, and who served during the year and up to the date of signature of the financial statements were: Leopold Hall Esteban Abad Jara Roberta Benedetti del Rio Nicholas Scott The trustee5 rew)rt was approved by the Board of Trustees Mr Leopold Hall Trustee Dated
REFORESTATION LIMITED STATEMENT OF TRUSTEES RE5PONSIBIUTIES FOR THE YEAR ENDED 31 DECEMBER 2024 The trustees, who are also the dlrectors of Reforestation Limtted for the purpose of company law, are responsible for preparing the Trustees Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accountin8 Practice). Company Law requires the trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charity and of the incomin8 resources and application of resources, including the income and expenditure, of the charitable company for that year. In preparing these financial Statements. the trustees are required to= select suitable accounting policie5 and then appty them conslstentty; observe the methods and principles in the Charitie5 SORP- make judgements and estimates that are reasonable and prudent: State whether applicable UK Accounting Standards have been followed, Subject to any material departures disc105ed and explained in the financial statements; and prepare the financial statements on the going concern basis unless It Is Inappropriate to presume that the charlty wlll contlnue in operation. The trustees are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the charity and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguardin8 the assets of the charity and hence for taking reasonable steps for Ihe prevention and detection of fraud and other irregularities
REFORESTATION LIMITED INDEPENDENT EXAMINER'S REPORT TO THE TRUSTEES OF REFORESTATION LIMITED FOR THE YEAR ENDED 31 DECEMBER 2024 Independent examlnerfs report to the trustees of Reforeststlon Umited I'the Cornparfl I report to the charity trustees on my examination of the account5 of the Company for the year ended 31 December 2024. Responsibilitles and basls of report As the charity's trustees of the Company l and also its directors forthe purposes of company lawl you are spOnsIble for the preparation of the accounts In accordance with the requirements of the Companies Act 20061'the 2006 Act'l. Having satisfled myself that the accounts of the Company are not required to be audited under part 16 of the 2006 Act and are eligible for independent examination, I report in respect of my examinatlon of your charity'5 accounts as carried out under Section 145 of the Charitie5 Act 20111'the 2011 ACYI. In carrying out my examination I have followed the Directions given by the Charity Commission under section 145151 Ibl of the 2011 Act. Independent examlnerfs ststement I have completed my examination. I confirm that no matters have come to my attention In connection with the examination giving me cause to believe.. accounting records were not kept in respect of the Company a5 required by Section 386 of the 2006 Att= or the accounts do not accord with those records: or the accounts do not comply with the accountin8 requirements of Sertion 396 of the 2(K16 Act other than any requirement that the accounts give a true and fair view which is not a matter considered as part of an independent examination; or the accounts have not been prepared in accordance with the methods and principle5 Of the Statement of Recommended Prartice for èccountinB and reporting by charities lapplicable to charities preparing their accounts in accordance with the Financial Reportin8 Standard applicable in the UK and Republic of Ireland IFRS 10211. I have no concerns and have come across no other matters in connection with the examination to which attention should be drawn in this report in order to en3ble a proper understsnding of the accounts to be reached. Maxwell-Gumbleton & Co I, West Street Lewes East Sussex BN7 2NZ Date
Reforestatlon Limitèd Statemgnt of Financial Actlvftles for the year 8nded 31 December 2024 Nots Unrestrlcted Restri¢tod Total funds funds fund8 2024 Total fund# 2023 INCOMING RESOURCES Donation and legacies Investments 33,663 33,663 6,190 Total incoming resources RESOURCES EXPENDED Charitable actNities 7,169 7,169 14,667 Total resources expended 7,169 7,169 14,667 NET EXPENDITURE BEFORE TRANSFERS 26N94 18A77) Transfer behveen fijnds Not Incomlng rn8ourcesllre80urces ?xpended) 26,494 26,494 18,477) Total funds brought foNard 9,638 9,638 18,115 TOTAL FUNDS CARRIED FORWARD 36,132 36,132 9,638 All actiwb'es relate to continuing activities 10
Rdornstatlon Llmlt•d Balanco She•t At 31 DernbOr 2024 2024 2023 Cwr•nt A¥ts Debtors Cash al bk 30,899 S.813 36.312 1,250 8,568 9,818 Total Ags•ts Cr•dltors'. amounts falllng du• wlthln on• year 180 t current a•sets 36,132 9.638 36,132 R• R&8lrfcled Fund Unrestiicted Fd 11 11 36,132 9.638 A¢wmulatad Fund at Year eThJ 36,132 9,638 For the financkn year ended 31 Dgc•mb•r 2024, the charitable Ixjmpany was entliled to exemption from audit under section 477 of the compan$ Act 2C4)6 relating to sm811 comwies. The membw8 hove Th)t requlred the rnpary to obtsln an oudm ¢)f ts accounts for Ihtr yo¥r in question In 8ccw4ance wrth sedon 476. The trvstees confiwm Ihw ¥r$ r¢sponslble for.. ensuring that the chawtsble ¢ompany keeps accounllng records whKth Compty wlth sectlons 386 and 387 of the Comp8nios Act 2CK)6, b} ¥ThJ kwring finafjal stalements whith gNe 8 truè and fair view ol the State of 8ff8irs of the Charitablè company at the end of each fin8nd81 year and of rts svrplus or deffi¢it lor each finand81 ye¥ in accordance Vth the requirement$ of Sectk)ns 394 and 395 and which otheiSe comptywilh the requirements of the cOmnI&S Act 2006 relatlng to fI)ancl statements, Bo lar as appl8¢19 to the charitable cornpany. T1e a¢¢01$ have been prepared in a¢¢ordan¢& wlh Ihe provisions applicable to comp8nl8S subjecl to sm811 companies withln Part 1S of the Companlès Acl 20¢*. The finandal $tgtsm$nl$ wer8 8pprovad by the tiustees on.............................. Leopold Hall Trustee Conpany regh8tralon number 1058e685 IEngfaThJ aThJ Wal&sl
Rofor¢ststion Limited Notes fomlng part of the ftnanclal stal¢mfrnts for the year ended 31 December 2024 Accountlng policios Reforeststion is a prwate company limited by guarantee incorporated in England and Wales. The registered office is 1 West Stree( Lewes. East Sussex, BN7 2NL Ba818 of preparatlon Those financial statements have been prepared in ac¢ordanc8 ¥h A¢¢ountry and Repcffting by Charilw." Statement of Recommended Practice 8ppli¢able to charities pparing their accounts in &¢ordan¢8 with the Financi81 Reporfing Stondard applicable in the UK and Republic of Ireland IFRS 102), the Charities A¢t 2011 8nd UK Generally Accepted Pfactirx a5 it applies from January 2019. The Charity 1$ a Public Bènefft Entty as defined by FRS 102. The finanaal statements are prepared on a going concem basig under the historical co¥1 conv¢nlic4) and are presented in slerling which is the ftJncAional currency of the Charity 8nd rounded to the nearest £. Company siatus The chg16ty is a prfvatè company limited by guarantee. Tho memt¢rs ol the ccnpany are Ihe trust$ a$ named on the trustees report. In the event of the d)arlty being wound up. the liablity in rey¢l of the 9uaranlee is limrted to £10 F4r member of the charity. Fund •¢¢ountlng General funds are unrestricted funds vthith are av8llable for use at the diSCretn of the trust•es in lurth8raThx of t general cèiedives olthe ch8rity gnd whiGh have nol been (l&signated for h•r Fdxposes. Designated fvnds comprlse unrestrlcled funds Ihat have been sel a$e by the truslges for parlicular purpo$¢$. Tho aim and us¢ of each d8sJnated fund 1$ set out In the not&s to Ihe Ilnondal stalemgnts. Restrl¢ted funds are fijnds which are to be used In accordonce with specafic restrfetlons Impo$ed by donors orwhich have been rai8ed by the charity for partiujlar purposes. The cost of raising and administering such fvnds are chargod against the speafic fvrhl. The alm and use of oath rg$trlcted fuTrJ rd set oul in fv not8s to the financial 8tstem•nts. 1A Incomlng rosources 1 Sn¢cxning resources are induded in the SOFA en the charity is leg•lly ènlilled to Ihe irrne and the amnt ¢8n be quantified with reasonable accuracy. For legaaes. Èntitlement is the earlier of the charity bein9 notified of an impending distribution orthè l•gacy being receNed. Income tax recoverable in r81glion to donotions received der Gift Aid or d8ads of covenant is r¢¢c8nised •t the time of the thjnation. Grfts in kind donated for di8tribution a I1ed at valuaion and ro¢0gni$8d 8s income when Ihey are distribuled to Ihg proje¢l$. Gifts donated for resale are included 8$ income when they are sold. Donalod faalibes are included at the value to the charity wh$rè this can be quantified and a third party 1$ aring the cost. No amounts are in¢lud8d Ni the financial statements for services donaleil by volunteeTS. Income from govemmenl aThl other gtants ar• r8cognised at fair value Ihè charity has entitlement after any performance (y)ndthons have been mel, it is probable thal tha income wll be received and Ihe Ount ran be measured reliabty. If entitlemènt is not met then these amounts &rè deferreil. 12
Rgforo$tation Limit Notes foimlng part of tho flnanclal ststements for the ye•r ondod 31 December 2024 Resources oxpend¢d All exFwditure 18 8cc(wnted for on an acc¥u8Ls b88ls and has ten dassffjd under headings that aggregate all c08ts related lo Ihe category_ Expendllure 1$ recognised where there 13 8 leg81 or constructive obligation to make payments lo Ihiid parlies, il is probable that the settlement bè r4uired and the amount of thè obli981ion can be measured reliably. It is calegorised under Ihè following.. Costs of generatry ¥rt ¢osts incurred in attracling voluntary in¢om8. Charitable acliwtie5 and Goveman¢o $t9 are costs inced by th• ccnparty re81oring forest ec#)systems. planting tf8•S ,assisting natural regeneration procèssès and implementing regeneratwe 89roforestry 8yStems, induding support ¢Jists rèlating to th8 govemance of Ihe ojmpany and appcA"oned charitable activ8. Irrecoverable VAT is charged 4ainst the expenditu heading for whh rt was incurred. Going conum The Irustees assess whether the use of going concern is appropriale, i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the charty lo continue as a going concern. The Trustees make this assessment in respect of a period of al least one year from the dale of authorisats.on for issue of the financial statements and have concluded that the charity has adequate resOUrS lo continue in operational existence for the foreseeable fvture and there are no material uncertainties about the charivs ability to continue as a going conGem, Ihus they conbnue to adopt the going nrn basis of accounting in preparing the financial statements Intfrrmt rocelvablg Interest on funds held on deposit is in¢luded when receivable and the amount can be measu1 lIablY ty the ¢ompany-, this is nonnally upon nolificalion of the interest paid or payable by the bank. Cash at bank and In hand Cash at bank and In hand indudes cash and short lemi hvJhly liquid investrnonts th a short maturity of three months or less from the date f qUisItion or opening of the deposil or simiFar account FlnanGial instruments The Charity only has financial assets and financial liabilities of a kind that qualify as baslc financial instruments. Basic financial instruments are initl8lly recognised at transa¢tion value and subsequentty MeasUd at their settlement value with the exceplton of bank loans where are subsequenlty measured at amortised costs using the effectNe interest method. Flnan¢l•l Instruments The charity OFerates a defined contr1ttion nsiOn scheme. ContribulSons payable to the charrties pension scheme are charged to the Statement of Financial Activities in the peri¢)J to which they relate. 13
R•foro$tatlon Limitod Notes fornilng part of the financlal statements for the year 31 December 2024 Incomè from donatlon8 and l¢gacles TOTAL FUND8 2024 TOTAL FUNDS 2023 Unrestrlcted Restrfctod Funds Funds Donations and giants Gfftmd 33,663 33,663 4.940 1,250 33.663 33,863 6,190 Invastmont Income TOTAL FUNDS 2024 TOTAL FUNDS 2023 Unrostrlcted Restricted Funds Fund8 Interest receivable Charitablè aetivltl•s TOTAL 2,024 TOTAL 2,023 Project Manag8ment 6,190 13562 6.190 13,562 Support costs SO Other professional fees Independent examination Bank charges 331 96 451 101 581 420 104 979 1.105 14,667 14
R•for•station Limited Notes fom)ing part of the flnancial slalomonts for Ihe year ended 31 Dttombfrr 2024 Slaff ¢osts There were no stsff costs during the year ended 31 December 2024 nor for the year ended 31 December 2023. Trusteos remunorallon and bgn8frt5 There were no trustees remuneralp)n or other benefts during the year ended 31 December 2024 nor for the year ended 31 December 2023 There weré no trustees, expenses paid for the year ended 31 Dember 2024 nor lor Ihe year 31 December 2023. Taxat•on The company is a registered charity and is therefore exempl from tsxation. Debtors 2024 2023 Accrued income (gift aid) Other debtor 1,250 30,699 Creditors- amounts falllng du• wlthln on• yeor 2024 2023 Other tax and social security $ts Accruals Olher creditor 180 180 180 180 15
Reforestation Llmlt•d Note8 fornilng part of the financlal statgmonts for tho yaar ended 31 December 2024 io Statement of funds Brought Income Exp•ndilure Tran$fev8 forward Carritid forward Genernl reseNe 8,568 33,663 7,169 35,CI82 Total unrestrthd funds 8,568 7,169 35,Ck82 Restricted funds Total restricted funds li Anaty818 of not assets by fund TOTAL FUNDS 2024 TOTAL FUNDS 2023 Unrestrict•d R•8trlcted Funds Funds Current assets Credrtors.. amounts falliThJ due < 1 year 36.312 1801 36,132 36,312 180 36,132 9,818 11801 9,638 12 Company Ilmlted by guarantso The company is limiled by guarantee and does not have a share capital. In accordance Yth the Memorandum of Association all members undertake to contribute lo the assets of the Charitsble company such an amount as may be required, not exceeding £10 each, in the event of the cL*mpany being wound up during the period of membership and wthin one year aftenvard$. 16