Memorandum of Association

  1. 

The name of the Company (hereinafter called "the Society") is "THE BRITISH MEDICAL ULTRASOUND SOCIETY".

  2. 

The registered office of the Society will be situated in England.

  3. 

The objects for which the Society is established are:-

  (A) 

To carry out the following objects (hereinafter called "the primary objects") for the public benefit, namely:-

(1) The advancement of the science and technology of ultrasonics as applied in medicine and the maintenance of the highest standards in these fields.

(2) The advancement of education in the said science and technology and allied sciences and technologies and the provision of advice and information to the public in these fields.

(3) The advancement of research in the said sciences and technologies and the publication of the results of such research.

  (B) 

In furtherance of the primary objects but not further or otherwise the Society shall have power:-

(1) To take any gift of property, whether subject to any special trust or not, for any one or more of the objects of the Society.

(2) To raise funds and invite and receive contributions from any person or persons whatsoever by way of subscriptions donations and otherwise provided that the Society shall not undertake any permanent trading activities in raising funds for the primary objects.

(3) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Society may think necessary or convenient for the promotion of the primary objects, and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Society.

(4) Subject to such consent as may be required by law to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Society as may be thought expedient with a view to the promotion of the primary objects.

(5) To undertake and execute any charitable trusts which may lawfully be undertaken by the Society and may be conducive to the primary objects.

(6) Subject to such consent as may be required by law to borrow or raise money for the purpose of the Society on such terms and on such security as may be thought fit and subject to any such consent to give security for the performance by the Society of any obligations undertaken by the Society and to give indemnities to any person firm or company in respect of any liabilities of that person firm or company and in particular to give such indemnities to the Society's bankers in respect of liabilities arising in the operation of any direct debiting scheme adopted in respect of the payment of subscriptions or any other monies to the Society provided that the Society shall not act in pursuance of this sub-clause otherwise than to the extent required for the attainment of its objects.

(7) To invest the moneys of the Society 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.

(8) To co-operate with or 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 in any way connected with the primary objects or calculated to further the same.

(9) To print and to publish or contribute to the publication of any papers, leaflets, reports, and other literature and to edit and publish codes of practice, protocols, guides and scientific journals and to work in conjunction with editorial boards of any periodicals in these fields.

(10) To promote organise and participate in meetings, congresses, conferences, seminars, discussions, symposia, exhibitions and lectures.

(11) The provision of a common platform for discussion among the various disciplines involved in ultrasonics with a view to bringing together those people working in the basic sciences technologies and clinical applications of medical ultrasonics for the better dissemination of knowledge and ideas in these fields.

(12) To do all such other things as are necessary to the attainment of the primary objects or any of them.

PROVIDED THAT:-

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

(ii) The Society shall not support with its funds any object, 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 Society would make it a Trade Union and the Society'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 Society shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales the Society shall not sell, mortgage, charge or lease the same without such authority, approval or consent as may be required by law, and as regards any such property the members of the Council of Management (hereinafter called "the Council") of the Society 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 as trustees have been if no incorporation had been effected, and the incorporation of the Society shall not diminish or impair any control of authority exercisable by the Chancery Division The Charity Commissioners over the members of the Council but they shall as regards any such property be subject jointly and separately to such control or authority as if the Society were not incorporated.

  4. 

The income and property of the Society whencesoever derived shall be applied solely towards the promotion of the objects of the Society 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 the members of the Society. 

Provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Society or to any member of the Society in return for any services actually rendered to the Society nor prevent the payment of interest at a rate of 2 per cent per annum less than the base rate of the Society's Bankers or 3 per cent whichever is the greater on money lent or reasonable and proper rent for premises demised or let by any member of the Society but so that no member of the Council of the Society or of any Society or of any Committee within the Society shall be appointed to any salaried office of the Society or any office of the Society paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Society to any member of the Council except repayment of reasonable out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Society; provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Council or of any committee of the Society may be a member, and in which such member shall not hold more than one hundredth part of the capital and such member shall not be bound to account for any share of profits he may receive in respect of any such payment.

  5. 

No such addition, alteration or amendment shall be made to or in the provisions of the Memorandum or Articles of Association for the time being in force, as shall make the Society a company to which section 25 of the Companies Act 1981 does not apply.

  6. 

The liability of the members is limited.

  7. 

Every member of the Society undertakes to contribute to the assets of the Society, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Society 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, such amount as may be required not exceeding £1.

  8. 

If upon the winding up or dissolution of the Society there remains, after the satisfaction of all its debts liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Society, but shall be given or transferred to some other institution or institutions having charitable objects similar to the objects of the Society, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Society under or by virtue of Clause 4 hereof, such institution or institutions to be determined by members of the Society at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some charitable object.