Memorandum of Association - PDF

The Companies Acts 1985 and 1989

________

COMPANY LIMITED BY GUARANTEE AND NOT
HAVING A SHARE CAPITAL

________

Memorandum of Association

OF

THE ASSOCIATION FOR PROFESSIONALS IN SERVICES FOR ADOLESCENTS

_____________________________________________________________________

1. The name of the Company (hereinafter called "the Association") is The Association for
Professionals in Services for Adolescents.

2. The registered office of the Association is to be situated in England and Wales.

3. The objects for which the Association is established are

(A) To promote by all available means the study of adolescents and particularly to bring together those concerned with the mental health
needs of adolescents and generally to improve the standard of
knowledge and practice of the assessment, management and treatment
of adolescents with mental health problems and disorders.

(B) To initiate, encourage, support and carry out research and investigation
into the mental health needs of adolescents and the management and
treatment of adolescents with mental health problems.

(C) To advise on and provide for the education and practical training on a
systematic basis of the under-mentioned persons as specialists in the
assessment, management and treatment of adolescents with mental
health problems and disorders and to arrange facilities for mental health
professionals and their trainees to improve their knowledge of such
disorders and the methods of alleviation and treatment.

4. The Association shall have the following powers exercisable in furtherance of its said objects but not otherwise, namely:-
(a) To arrange organised courses of instruction and debate for the foregoing
purposes on such terms and upon the payment of such fees
(if any) as may from time to time be determined.

(b) To carry out all or any of the foregoing objects, either alone or in conjunction
or association with any hospital, or other institution or body whether
incorporated or unincorporated, and to enter into and carry out arrangements
or agreements with other hospitals or bodies for providing for the Association
facilities for the promotion of the objects of the Association.

(c) To purchase, take on lease or in exchange, hire or otherwise acquire real or personal
property and rights or privileges, and to construct, maintain and alter buildings or
erections.

(d) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association.

(e) To undertake and execute any charitable trusts which may lawfully be undertaken by the Association.

(f) To borrow or raise money on such terms and on such security as may be thought fit.

(g) To invest the moneys of the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.

(h) To establish and support or aid in the establishment and support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes.

( i) To participate in the Direct Debiting scheme as an originator for the purpose
of collecting subscriptions for any class of membership and/or any other
amounts due to the Association. In furtherance of this power, the Association
may enter into any contracts of indemnity required by the banks upon whom the direct debits are to be originated. Such contracts of indemnity may be executed on behalf of the Association by officials nominated in an appropriate resolution.

(j) To amalgamate, affiliate or co-operate with or subscribe to any other
association, institute, hospital, society or corporation in any part of the world,
whose objects are or include objects in general respects similar to the objects
of the Association. To arrange for and become a party to co-ordination with
any other authority now or at any time hereafter, providing Postgraduate
Medical or Scientific education, provided that the Association shall not
amalgamate or affiliate with, or subscribe to any other association, society or
corporation, which shall not prohibit the distribution of its income and
property by way of dividend or otherwise amongst its members to an extent
at least as great as is imposed upon the Association by virtue of Clause 5
hereof.

(r) To do all such other things as are incidental to the attainment or furtherance of the said objects or any of them.

Provided that:-

(i) In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such manner as allowed by law having regard to such trusts.

(ii) The Association's objects shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.

(iii) In case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Association shall not sell, mortgage or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the Committee of Management or Governing Body of the Association shall be chargeable for any such property that may come into their hands and shall be answerable and accountable for their own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as they would have been if no incorporation has been effected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commission over such Committee of Management or Governing Body, but they shall as regards any such property be subject jointly and separately to such control or authority as if the Association were not incorporated.

(iv) The Association shall not support with its funds any objects, or endeavour to
impose on or procure to be observed by its members or others, any regulation, restriction or condition which if an object of the Association would make it a Trade Union.

5. The income and the property of the Association whencesoever derived, shall be applied solely towards the promotion of its objects as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit, to members of the Association and no member of its Committee of Management or Governing Body shall be appointed to any office of the Association paid by salary or fees, or receive any remuneration or other benefit in money or money's worth from the Association.

Provided that nothing herein contained shall prevent the payment in good faith by the Association
(A) of reasonable and proper remuneration to any member, officer or servant of the Association (not being a member of its Committee of Management or Governing Body) for any services rendered to the Association;

(B) of interest at a rate not exceeding [6] per cent, per annum on money lent or reasonable and proper rent for premises demised or let by any member to the Association or of its Committee of Management or Governing Body. and the repayment of out-of-pocket expenses and that nothing herein contained shall preclude the payment of fees to those members of the Committee of Management of the Association who from time to time give a special lecture or organise a special workshop, seminar or study day, provided also that no such member shall be entitled to vote upon any resolution providing for or relating to his salary or fees;

(C) to a company of which a member of the Association or of its Committee of Management or Governing Body may be a member holding not more than one hundredth part of the capital of such company.

6. The liability of the members is limited.

7. Every member of the Association undertakes to contribute such amount as may be required (not exceeding £1.00) to the assets of the Association if it should be wound up while he is a member or within one year after he ceases to be a member, for payment of the Association's debts and liabilities contracted before he 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 upon the winding up or dissolution of the Association there remains after the satisfaction of all debts and liabilities any property whatsoever the same shall not be paid or distributed among the members of the Association but, subject to any trusts affecting the same or any part thereof, shall be given or transferred to some other institution having objects altogether or in part similar to the objects of this Association and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Association by this memorandum such institutions to be determined by the members of the Association at or before the time of dissolution, and if and so far as effect cannot be given to the aforesaid provision then to some charitable object.

We, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum.

NAMES AND ADDRESSES OF SUBSCRIBERS

Mr. Neil Hemstock
184 Hinckley Road
Westcotes
Leicester
Leicestershire
L32 0UX

Dr. Stuart Murray
27 The Avenue
Highams Park
Chingford
London
E4 GLB

Mr. Ronald Ernest Symington
1 Laburnum Cottages
Halebank Road
Widnes
Cheshire
WA8 8NJ

Dated 2007

Witness to the above Signatures -

______________________________________________________________________________________

Articles of Association - PDF

COMPANY LIMITED BY GUARANTEE AND NOT
HAVING A SHARE CAPITAL
________

Articles of Association

OF

THE ASSOCIATION FOR PROFESSIONALS IN SERVICES FOR ADOLESCENTS

_____________________________________________________________________

GENERAL

1. In these presents the words standing in the first column of the Table hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context -

And words importing the singular number only shall include the plural number, and vice versa.

Words importing the masculine gender only shall include the feminine gender; and

Words importing persons shall include corporations.
And the expression "the Secretary" shall include an assistant or deputy Secretary and any officer appointed by the Committee to perform any of the duties of the Secretary.

Subject as aforesaid, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meanings in the Articles

MEMBERS

2 . The subscribers to the Memorandum of Association and such other persons as the Committee of Management shall admit to membership in accordance with the Articles shall be members of the Association. Every person who wishes to become a member shall deliver to the Association an application for membership in such form as the Committee of Management requires and shall pay such annual subscriptions as the Association shall require .

3 . A member may at any time withdraw from the Association by giving a least seven clear days ’ notice to the Association. Membership shall not be transferable and shall cease on death.

4. The members of the Association shall be such persons (being eligible for membership) as the Committee of Management shall resolve to admit to membership of the Association. The following persons shall be eligible to become members namely:-

(a) Any person who is substantially connected with the care of adolescents and in particular those working within Social Services, Education, the National Health Service, and the independent and voluntary sector;

(b) Any person who is in the opinion of the Committee interested in or whose membership would in its opinion be likely to assist in the furtherance of the objects of the Association.

5. The Committee of Management may terminate the membership of any member who fails to pay his subscription or is found guilty of professional misconduct.

GENERAL MEETINGS

6. Unless the Association has decided by Elective Resolution to dispense with the holding of Annual General Meetings, a General Meeting of the Association, called the Annual General Meeting, and shall be held in every calendar year at such time and place as may be determined by the Committee of Management, and the meeting shall be so described in the notices calling it, provided that every Annual General Meeting, except the first, shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting, and that so long as the Association holds its first Annual General Meeting within eighteen months after its incorporation it need not hold it in the year of its incorporation or in the following year.

7. All General Meetings, other than Annual General Meetings, shall be call Extraordinary General Meetings.

8. The Committee of Management may, whenever it shall think fit, convene an Extraordinary General Meeting and Extraordinary General Meetings shall also be convened on such requisition, or in default may be convened by such requisitions.

The requisition must state the objects of the meeting, must be signed by the Requisitionists and deposited at the office of the Association.

NOTICE OF GENERAL MEETINGS

9. Twenty-one clear days' notice in writing at the least of every Annual General Meeting and of every meeting convened to pass a Special Resolution or an Elective Resolution and fourteen days' notice in writing at the least of every other General Meeting, specifying the place, the day and the hour of meeting and, in the case of special business, the general nature of that business, shall be given in manner hereinafter mentioned to such persons (including the Independent Examiners) and to such members as are, under the Act entitled to receive such notices from the Association; but with the consent of all the members having the right to attend and vote thereat, or of such proportion of them as is prescribed by the Act, in the case of meetings other than Annual General Meetings, a meeting may be convened by such notice as those members may think fit.

10. The accidental omission to give notice of a General Meeting to or the non-receipt of such notice by , any person entitled to receive the same notice thereof shall not invalidate any resolution passed the meeting.

PROCEEDINGS AT GENERAL MEETINGS

11 . All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, and the reports of the Committee of Management and of the Independent Examiners, the election of members of the Committee of Management in the place of those retiring, and the appointment of, and the fixing of the remuneration of the Independent Examiners.

12 . No business shall be transacted at any General Meeting unless a quorum is present at the commencement of the business. Save as herein otherwise provided three members personally shall be a quorum .

13. If within fifteen minutes from the time appointed for the holding of a General Meeting a quorum is not present, the meeting if convened on the requisition of members shall be dissolved. In any other case it shall stand adjourned to a time and place, as determined by the Chairman.

14. The Chairman (if any) of the Committee of Management shall preside as Chairman at every General Meeting of the Association but if there be no such Chairman or if at any meeting he shall not be present within fifteen minutes after the time of holding the same,or shall be unwilling to preside, the members shall choose some member of their number to preside as Chairman at that meeting.

15. The Chairman may, with the consent of any meeting, adjourn the meeting at which a quorum is present ( and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business left unfinished at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.

17. Subject to the provisions of Article 21, if a poll is demanded in manner aforesaid, the same shall be taken at such time and place, and in such manner as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

18. No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment.

19. In case of an equality of votes whether on a show of hands or on a poll the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second and casting vote.

20. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

21. Subject to the provisions of the Act a resolution in writing signed by all the members for the time being entitled to receive notice of and to attend and vote at General Meetings shall be as valid and effective as if the same had been passed at a General Meeting of the Association duly convened and held.

22. On a show of hands every member present in person, and on a poll every member present in person or by proxy shall have one vote.

23. Save as herein expressly provided, no member other than a member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Association in respect of his membership, shall be entitled to vote on any question either personally or by proxy, or as a proxy for another member, at any General Meeting.

24. No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the Chairman whose decision shall be final and conclusive.

25. Votes may be given on a poll either personally or by proxy. On a show of hands a member present only by proxy shall have no vote. A proxy need not be a member.

26. The instrument appointing a proxy shall be in the following form, or as near thereto as circumstances will admit:-

The Association for Professionals in Services for Adolescents

I of

a member of the Association for Professionals in Services for Adolescents hereby

appoint of

and failing him/her of

to vote for me and on my behalf at the (Annual or Extraordinary or Adjourned, as the case may be) General Meeting of the Association to be held on the day of and at every adjournment thereof. As witness my hand this day of 20

27. The instrument appointing a proxy shall be deposited, at the hand of the appointor or his attorney duly authorised in writing or electronically, at the office not less than forty eight hours before the time appointed for holding the meeting or adjourned meeting at which the person named as proxy in such instrument proposes to vote, and in default the instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll. No instrument appointing a proxy shall be valid after the expiration of twelve months from the date of its execution.

28. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of the death, insanity or revocation as aforesaid shall have been received at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

29. At any General Meeting a resolution put to the meeting to call for a postal vote from the total membership of the Association on any matters falling within the aims and objects of the Association shall be decided on a vote of hands.

30. The Committee of Management shall be empowered to call for a postal vote from the total membership of the Association on any matters falling within the aims and objects of the Association.

31. Voting papers in relation to a postal vote shall be sent to reach each member at least 21 days prior to the declared voting date.

32. The accidental omission to dispatch voting papers to any person entitled to receive the same shall not invalidate the outcome of the postal vote.

COMMITTEE OF MANAGEMENT

33. The Committee of Management shall consist of not more than 20 persons of whom not more than 15 shall be elected by the Association members in General Meeting.

34. The first members of the Committee of Management shall be as named in the Statement delivered to the Registrar of Companies.

35. The Committee may from time to time co-opt additional members not exceeding five in number to assist it in its business. Any member so appointed shall retain his office only until the next annual General Meeting, but he shall then be eligible for re-election.

36. Every elected member shall normally hold office for a period of three years from his election. The office of a member of the Committee of Management shall be vacated in any of the following events, namely:-

(A) If he becomes bankrupt or makes an arrangement with his creditors.

(B) If he becomes of unsound mind.

(C) If he resigns his office by writing or electronically under his hand.

(D) If he ceases to be a member of the Association.

(E) If he is requested to resign by a resolution of the Committee of Management passed by a three-fourths majority of the members thereof present at a meeting of which at least seven days' notice in writing indicating the intention to propose such a resolution shall have been given.

(F) If being an appointed member his appointment is rescinded by the body which appointed him.

(G) If he is removed from office by a resolution duly passed at a General Meeting of the Association.

37. The Association may from time to time in General Meeting increase or reduce the member of members of the Committee of Management, and determine in what rotation such increased or reduced number shall go out of office, and may make the appointments necessary for so effecting.

POWERS OF COMMITTEE OF MANAGEMENT

38. The Committee of Management shall have the power to establish Regulations for the Association from time to time as deemed necessary.

39. The Committee of Management shall manage all the affairs, business and property of the Association and may exercise all such powers of the Association as are not by these presents required to be exercised by the Association in General Meeting, subject nevertheless to such Regulations (not being inconsistent with the provisions of these presents) as may be prescribed by the Committee of Management but no Regulations made by the Committee of Management shall invalidate any prior act of the Committee of Management which would have been valid if such Regulation had not been made.

40. The Committee shall cause minutes to be made in books provided for the purposes:-

(A) of all appointments of officers made by the Committee of Management.
(B) of all the names of the members of the Committee of Management present at a meeting of the Committee and of any sub-committee.
(C) of all resolutions and proceedings of all meetings of the Association and of the Committee of Management or of any sub-committees.

PROCEEDINGS OF THE COMMITTEE OF MANAGEMENT

41. The Committee of Management may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. Questions arising at any meeting shall be determined by a majority of votes, but in case of an equality of votes the Chairman shall have a second and casting vote. The quorum necessary for the transaction of the business of the Committee of Management shall be three members of the Committee of Management. In the event of a decision to reduce the size of the Committee of Management to a number below twelve members the quorum necessary shall be two elected members of the Committee of Management.

42. Any five members of the Committee of Management may, and the Secretary at the request of such five members of the Committee of Management shall at any time summon a meeting of the Committee of Management. It shall not be necessary to give notice of a meeting of the Committee of Management to any member thereof for the time being absent from the United Kingdom.

43. The members for the time being of the Committee of Management may act notwithstanding any vacancy in the Committee of Management but if and so long as the number of members of the Committee of Management is or is reduced below eight, the members for the time being may act for the purpose of admitting new members of the Association or of appointing co-opted members of the Committee of Management or of summoning General Meetings of the Association but not for any other purpose.

44. The Committee of Management may elect a Chairman of its meetings and determine the period for which he is to hold office, but if no such Chairman be elected, or if at any meeting he be not present within five minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chairman of the meeting.

45. The Committee of Management may delegate any of their powers to sub-committees consisting of two or more members of their body together with not more than two other members of the Association and not more than two persons who are not members to be co-opted by the sub-committee if desired. Any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Committee of Management.

46. The meetings and proceedings of any such sub-Committee shall be governed by
the provisions of these presents regulating meetings and proceedings of the Committee of Management so far as the same are applicable and are not superseded by any Regulations made by the Committee of Management under the last preceding Rule.

47. All acts bona fide done by any meeting of the Council or of any sub-committee of the Committee of Management, or by any person acting as a member of the Council, shall, notwithstanding it be afterwards discovered that there was some defect in the appointment or continuance in office of any such member or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a member of the Committee of Management.

48. The Committee of Management shall cause proper records to be kept of all Written Resolutions. The Committee of Management shall cause proper minutes to be made of all appointments of officers made by the Committee of Management and of the proceedings of all meetings of the Association and of the Committee of Management and of sub-committees of the Committee of Management, and all business transacted at such meetings. All such records and minutes shall be entered in books provided for the purpose. Any such record purporting to be signed by a Director or by the Secretary shall be evidence of the proceedings and until the contrary is proved the requirements of the Act with respect to those proceedings shall be deemed to be complied with. Any such minutes of any meeting, if purporting to be signed by the Chairman of such meeting, or by the Chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

49. A resolution of the Committee of Management or of any sub-committee of the Committee of Management which is signed by all those entitled to attend a meeting of the Committee of Management or of such sub-committee shall be as valid and effectual as if had been passed at a meeting of the Committee of Management or of such sub-committee duly convened and constituted.

OFFICERS

50. There shall be an Honorary Treasurer of the Association, a Secretary and such other officers as shall from time to time be determined by the Committee of Management. All such officers shall be appointed by the Committee of Management and hold office as such in the discretion of the Committee of Management and shall perform such duties, exercise such powers and hold office upon such terms for such period and upon such conditions as the Committee of Management shall from time to time determine. Co-opted members shall not be appointed as officers of the Association, with the exception of the post of Treasurer.

ACCOUNTS AND AUDIT OR INDEPENDENT EXAMINATION

51. The financial year shall run from 1st January to 31st December

52. The Committee shall cause, in accordance with the provisions of the Act, proper books of account to be kept with respect to all sums of money received and expended by the Association and of the matters in respect of which such receipts and expenditure take place, all sales and purchases of goods by the Association and the assets and liabilities of the Association. The books of account shall always be open to the inspection of the members of the Committee. In accordance with the provisions of the Act once at least in every year the accounts of the Association shall be audited or examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Examiner.

53. The books and the accounts of the Association shall be kept at the office or at such other place or places as the Committee of Management shall think fit, and shall be open to the inspection of the members at all reasonable times during business hours, subject to any reasonable restrictions as to the time and manner of inspecting the same which may from time to time be imposed by the Association in General Meeting.

54. The Committee shall from time to time cause to be prepared and laid before the Association in General Meeting such income and expenditure accounts, balance sheets and reports as are referred to in those sections.

55. Every balance sheet shall be signed on behalf of the Committee by two members thereof and shall have attached to it a report by the Committee with respect to the state of the Association's affairs. It shall also have attached to it the Auditor's report.

56. A printed copy of the income and expenditure account and balance sheet and the Committee of Management's and Auditor's or Examiner's reports shall not less than twenty-one clear days previously to the date of the meeting be sent by post to the registered address of every member who is entitled to receive notice of General Meetings, and to the Auditor or Examiner.

57. An Auditor or Examiner shall be appointed and the duties regulated in accordance with the provisions of the Act, the members of the Council being treated for all purposes as the Directors mentioned in those provisions.

NOTICES

58. Any notice or document may be served by the Association on any member, either personally or by sending it through the post, or electronically, addressed to him at his registered address as appearing in the Register of Members. Only members described in the Register by an address within the United Kingdom shall be entitled to receive any notice of General Meetings of the Association.

59. Any member described in the Register of Members by an address not within the United Kingdom, who shall from time to time give the Association an address within the United Kingdom at which notices may be served upon him, shall be entitled to have notices served upon him at such address, but, save as aforesaid and as provided by the Act, only those members who are described in the Register of Members by an address within the United Kingdom shall be entitled to receive notices from the Association.

60. Any notice or other document served by post or electronically shall be deemed to have been served the day following that on which the letter containing the same is posted and in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressed, stamped and posted.

NAMES AND ADDRESSES OF SUBSCRIBERS

Mr. Neil Hemstock
184 Hinckley Road
Westcotes
Leicester
Leicestershire
L32 0UX

Dr. Stuart Murray
27 The Avenue
Highams Park
Chingford
London
E4 GLB

Mr. Ronald Ernest Symington
1 Laburnum Cottages
Halebank Road
Widnes
Cheshire
WA8 8NJ

Dated 2007

Witness to the above Signatures -