The Companies Acts 1985 and 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
Memorandum of Association Of The British Society of Clinical and Academic Hypnosis
The name of the company is The British Society of Clinical and Academic Hypnosis. The Registered office of the company will be situated in England. The objects for which the company is established are:
(1) To promote for the benefit of the public the study, teaching and use of hypnosis in the fields of medicine, dentistry and psychology. In furtherance thereof but not further or otherwise the Company shall have power:
(a) To take over the assets and liabilities of the incorporated associations known as The British Society of Experimental and Clinical Hypnosis and the British Society of Medical and Dental Hypnosis.
(b) To promote co-operation between the disciplines concerned and to provide and extend the knowledge and understanding of hypnosis.
(c) To stimulate research and encourage scientific publication in the field of hypnosis.
(d) To promote the acceptance of hypnosis as a valuable and legitimate technique of scientific enquiry and practical applications.
(e) To give evidence and to submit memoranda to Royal Commissions, Departmental Committees and similar bodies.
(f) To support measures to protect the public from the exploitation of hypnosis for the purposes of entertainment, and for alleged purposes of therapy at the hands of inadequately trained people.
(g) To co-operate with learned and professional societies in Britain and abroad that share relevant aims ethics and interests.
(h) Generally to engage in activities relevant to the study, teaching and practice of hypnosis and maintenance of high standards of practical applications therein.
(i) Subject to such consents as are by law required to borrow or raise or secure the payment of money for the furtherance of the objects of the company in such manner and on such security as the Company may think fit.
(j) To subscribe for either absolutely or conditionally or otherwise acquire and hold shares, stocks, debentures, debenture stock or other securities or obligations of any other company.
(k) To raise funds and to invite and receive contributions from any person or persons whoever by way of subscription, donation or otherwise provided that this shall be without prejudice to the ability of the company to disclaim any gift, legacy or bequest in whole or in part or in such circumstances as the Company shall think fit provided also that the company shall not undertake any permanent trading activities in raising funds for the abovementioned objects.
(l) To invest the moneys of the Company not immediately required for the furtherance of 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.
(m) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges and to construct, maintain and alter any buildings or erections which the Company may think necessary for the promotion of its objects.
(n) Subject to such consents 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 Company with a view to the promotion of its objects.
(o) Subject to Clause 4 hereof to employ and pay such architects, surveyors, solicitors, barristers, accountants, chartered secretaries and other professional persons, workmen, clerks and other staff not being a member of the Council of Management or Governing Body as are necessary for the furtherance of the objects of the company.
(p) To make all reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees and their widows and other dependants.
(q) To subscribe to, become a member of, or amalgamate or co-operate with any charitable organisation, institution, society or body not formed or established for the purposes of profit (whether incorporated or not and whether in Great Britain or Northern Ireland or elsewhere) whose objects are wholly or in part similar to those of the Company and which by its Constitution prohibits the distribution of its income and property amongst its members to an extent at least as great as is imposed upon the Company under or by virtue of Clause 4 hereof and to purchase or otherwise acquire and undertake all such part of the property, assets, liabilities and engagements as may lawfully be acquired or undertaken by the Company or any such charitable institution, society or body.
(r) To establish and support or aid the establishment and support of any charitable trusts, associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with or calculated to further any of the objects of the Company.
(s) To do all such things hereinbefore authorised either alone or in conjunction with any other charitable organisation, institution, society or body with which this company is authorised to amalgamate.
(t) To pay all the expenses incurred in connection with the promotion and incorporation of the company.
(u) To provide indemnity insurance to cover the liability of the Council of Management (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Company: Provided that such insurance shall not extend to any claim arising from any act or omission which the Council of Management (or any of them) knew to be a breach of trust or breach of duty or which was committed by the Council of Management (or any of them) in reckless disregard of whether it was a breach of trust or breach of duty or not.
(v) To do all such lawful things as are necessary for the attainments of the above objects or any of them.
Provided that: in case the company shall take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts. the objects of the Company shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers in case the Company shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Company shall not sell, mortgage, charge or lease the same without such authority or consent as may be required by law, and as regards any such property the Council of management of the Company or Governing Body of the Company 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 due administration of such property in the same manner and to the same extent as they would as such Council of Management or Governing Body have been if no incorporation had been effected, and the incorporation of the Company shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Council of Management or Governing Body, but they shall as regards any such property be subject jointly and separately to such control and authority as if the Company were not incorporated.
The income and property of the Company 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 however by way of profit, to members of the company, and no member of the Council of Management or Governing Body shall be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Company. Provided that nothing herein shall prevent any payment in good faith by the Company: of reasonable and proper remuneration to any member, officer or servant of the Company (not being a member of the Council of Management) for any services rendered to the Company. of interest on money lent by any member of the Company or its Council of Management or Governing Body at a reasonable and proper rate per annum not exceeding two per cent less than the published base lending rate of a clearing bank to be selected by the Council of Management nor Governing Body, or 3% whichever is the greater. of reasonable and proper rent for premises demised or let by any member of the Company or its Council of Management or Governing Body. of fees, remuneration or other benefit in money or money’s worth to any company of which a member of the Council of Management or Governing Body of the Company may also be a member holding not more than 1/100th part of the capital of that company. to any member of its Council of Management or Governing Body of reasonable and proper out-of-pocket expenses. of any premium in respect of any indemnity insurance to cover the liability of the Council of Management (or any of them) which the Company is empowered to provide under the provisions of Clause 3 (q) hereof.
The liability of the members is limited. Every member of the Company undertakes to contribute such amount as may be required (not exceeding £1) to the Company’s assets 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 company’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 amongst themselves. If upon the winding up or dissolution of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever the same shall not be paid to or distributed amongst the members of the Company, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Company. And which shall prohibit the distribution of its or their income and property to an extent at least as great as that imposed on the Company under or by virtue of Clause 4 hereof, such institution or institutions to be determined be the members of the Company at or before the time of dissolution, and if and so far as effect cannot be given to such provision, then to some other charitable objects.
Registered Address: c/o 200 Drake St, Rochdale OL16 1PJ