The Companies Act 1985
A Company Limited by Guarantee and not having a Share Capital
MEMORANDUM OF ASSOCIATION
OF
THE ASSOCIATION OF DENTAL IMPLANTOLOGY UK
| 1. | | The name of the company (hereinafter called "the Association") is The Association of Dental Implantology UK.
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| 2. | | The registered office of the Association will be situated in the United Kingdom. |
| 3. | | The Association is established to advance education in the field of dental implantology for the benefit of the public. |
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| 3.1 | | The objects of the Association are: |
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| 3.1.1 | | to promote the advancement of education, research and the development of Dental Implantology in the United Kingdom; |
| 3.1.2 | | to encourage, assist postgraduate education, study and research in Dental Implantology by; |
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| 3.1.2.1 | | arranging meetings, lectures, classes, seminars and courses either alone or with others; |
| 3.1.2.2 | | encouraging the publication of articles on Dental Implantology either by publishing a journal, leaflets or by other means; |
| 3.1.2.3 | | ensuring that Dental Implantology is adequately represented to the Dental Profession and to the public; |
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| 3.1.3 | | to foster and undertake research into any aspect of the objects of the Association and its work and to disseminate the results of any such research; |
| 3.1.4 | | to co-operate and enter into arrangements with any relevant authorities, national, local or otherwise. |
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| 3.2 | | In furtherance of the above-named Objects but not further or otherwise the Association shall have the following powers: |
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| 3.2.1 | | to accept subscriptions, donations, devises and bequests of and to purchase, take on lease or in exchange, hire or otherwise acquire and hold any real or personal estate maintain and alter any of the same as are necessary for any of the objects of the Association and (subject to such consents as may be required by law) sell, lease or otherwise dispose of or mortgage any such real or personal estate; |
| 3.2.2 | | to issue appeals, hold public meetings and take such other steps as may be required for the purpose of procuring contributions to the funds of the Association in the shape of donations, subscriptions or otherwise; |
| 3.2.3 | | to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts; |
| 3.2.4 | | to borrow or raise money for the objects of the Association on such terms and (with such consents as are required by law) on such security as may be thought
fit provided that the Association shall not undertake any permanent trading
activities in raising funds for the objects of the Association; |
| 3.2.5 | | to take and accept any gift of money, property or other assets, whether subject to any special trust or not, for any one or more of the objects of the Association; |
| 3.2.6 | | to invest the moneys of the Association not immediately required for its objects 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; |
| 3.2.7 | | to make any charitable donation either in cash or assets for the furtherance of the objects of the Association; |
| 3.2.8 | | to establish and support any charitable association or body and to subscribe or guarantee money for charitable purposes calculated to further the objects of the Association; |
| 3.2.9 | | to employ and pay an Administrative Secretary and any person or persons to supervise, organise or carry on the work of, and advise the Association; |
| 3.2.10 | | to insure and arrange insurance cover for and to indemnify its officers, servants and voluntary workers and those of its members from and against all such risks incurred in the course of the performance of their duties as may be thought fit; |
| 3.2.11 | | to
amalgamate with any companies, institutions societies or associations
which are charitable at law and have objects altogether or mainly
similar to those of the Association and prohibit the payment of any
dividend or profit to and the distribution of any of their assets
amongst their members at least to the same extent as such payments or
distributions are prohibited in the case of members of the Association
by this Memorandum of Association; |
| 3.2.12 | | to pay out of the funds of the Association the costs, charges and expenses of and incidental to the formation and registration of the Association; |
| 3.2.13 | | to establish where necessary local branches (whether autonomous or not); |
| 3.2.14 | | to do all such other lawful things as shall further the above objects or any of them. |
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| 3.3 | | Provided that:- |
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| 3.3.1 | | 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. |
| 3.3.2 | | the objects of the Association shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of Association employers. |
| 3.3.3 | | 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, charge 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 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 as such Committee have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division of the High Court or the Charity Commissioners over such Committee 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. |
| 3.3.4 | | The income and property of the Association shall be applied solely towards the promotion of its objects as set forth in the 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 shall be appointed to any office of the Association paid by salary or fees or normally receive any remuneration or other benefit in money or money’s worth from the Association unless previously declared and agreed by the committee. |
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| 3.4 | | Provided that nothing herein shall prevent any payment in good faith by the Association: |
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| 3.4.1 | | of reasonable and proper remuneration to any member, officer or servant of the Association not being a member of its Committee for any services rendered to the Association; |
| 3.4.2 | | of reasonable and proper rent for premises demised or let by any member of the Association or of its Committee; |
| 3.4.3 | | to any member of its Committee, reasonable out-of-pocket expenses provided that claims are accompanied by documentation of proof of purchase. |
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| 4 | | The liability of the members is limited.
Every member of the Association undertakes to contribute to the assets of the Association, 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 Association 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 one pound. |
| 5 | | If upon the winding-up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Association, and which shall prohibit the
distribution of its or their income and property to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the members of the Committee of the Association at or before the time of dissolution, and in so far as effect cannot be given to such provision, then to some other charitable object. If the Committee are unable to decide upon a recipient to receive these assets, they will be transferred to a charity nominated by the President of the British Dental Association. |
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