Memorandum of Association
THE COMPANIES ACTS 1985 AND 1989
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION OF THE SOCIETY OF PROFESSIONAL ENGINEERS
- The Company's name is The Society of Professional Engineers (and in this document it is called "The Society")
- The Society's registered office is situated in England and Wales
- Definitions -
Engineer: A person involved in the design, manufacture or use of machines structures or systems where the principal criteria are their ability to withstand, react to or use natural forces. Without prejudice to the generality of this definition, engineers are to be classified as the Council of The Society shall from time to time determine.
Engineering : The practice of a person who is an engineer within the definition above.
Professionalism : Conduct in which the needs of the client in particular or the public in general must always take precedence over the engineer's commercial interests.
- The objects for which The Society is established are
- to promote high standards of expertise and professionalism in the practice of engineering, for the benefit of those members of the general public who have need to avail themselves of the services of engineers.
- To promote the development of inventions and improvements in the practice of engineering and to disseminate information on matters affecting the practice of engineering so as to bring the results of research and considerations of good practice into the public domain.
- To promote improvements in the law relating to matters of engineering practice so that members of the public may be better able to rely on the highest standards of advice and practice in those who purport to be professional engineers.
- In furtherance of the Objects and Means but not otherwise The Society may exercise the following powers.
- To draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of The Society.
- To raise funds and to invite and receive contributions provided that in raising funds The Society shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations
- Subject to clause 6 below to employ such staff, who shall not be directors of The Society (hereinafter referred to as "the Council"), as are necessary for the proper pursuit of the Objects and to make all reasonable and necessary provision for the payment and pensions and superannuation to staff and their dependants.
- To establish or support any charitable trusts, associations or institutions formed for all or any of the Objects
- To co-operate with other voluntary and professional bodies, statutory authorities and charities, operating in furtherance of the Objects or similar purposes, to exchange information and advice with them and to achieve mutual recognition of each other’s standards and qualifications for membership.
- To pay out of the funds of The Society the costs, charges and expenses of and incidental to the formation and registration of The Society as a Charity.
- To do all such other lawful things as are necessary for the achievement of the Objects.
- The income and property of The Society shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of The Society, and no member of Council (hereinafter described as a Director) shall be appointed to any office of The Society paid by salary or fees or receive any remuneration or other benefit in money or money's worth from The Society. Provided that nothing in this document shall prevent any payment in good faith by The Society
- of the usual professional charges for business done by any engaged in a profession, or by any partner of his or hers, when instructed by The Society to act in a professional capacity on its behalf: Provided that at no time shall a majority of the Council benefit under this provision and that a Director shall withdraw from any meeting at which his or her appointment or remuneration, or that of his or her partner, is under discussion.
- of reasonable and proper remuneration for any services rendered to The Society by any member, officer or servant of The Society who is not a Director
- of interest on money lent by any member of The Society at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the Council
- of fees, remuneration or other benefit in money or money's worth to any company of which a Director may also be a member holding not more than 1/100th part of the issued capital of that company;
- of reasonable and proper rent for premises demised or let by any member of the Company or a Director ;
- to any Director of reasonable out-of-pocket expenses
- The liability of the members is limited
- Every member of The Society undertakes to contribute such amount as may be required (not exceeding £1) to The Society's assets if it should be wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of The Society's debts and liabilities contracted before he or she 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.
- If The Society is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it 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 objects similar to the Objects of The Society and which prohibits the distribution of its or their income and property to an extent at least as great as is imposed on The Society by Clause 6 above, chosen by the members of The Society at or before the time of dissolution and if that cannot be done then to some other charitable object.
We, the persons whose names and addresses are written below, wish to be formed into a company under this memorandum of association
Signatures, Names and Addresses of Subscribers
FRANK WILSENHAM HYDE, F.S.E., Radio Physics Laboratory, Little Clacton, Essex, Principal of Radio Physics Laboratory
WILLIAM GEOFFREY TAYLOR B.Sc.(Eng.), A.C.G.I., F.S.E., C.Eng., M.I.C.E., A.M.I.Mech.E., M.I.E.E. 662 Rayners Lane, Pinner, Middx
BRIAN JOSEPH BELL, C.Eng., M.I.C.E., M.I.Struct.E., M.S.E., 56 Rushington Avenue, Maidenhead, Berks, Senior Lecturer in Civil and Structural Engineering, Consulting Engineer
THOMAS MORGAN SCANOW A.C.P., R.T.(Scot), M.S.E., M.I.PlantE., M.R.S.H.. A.M.I.E.D., A.I.T.O., Lieutenant R.N.V.R., 14 Court Road, London S.E.25, Technical Education list, Qualified Teacher
EDWIN FRANK COOPER C.Eng., M.I.C.E., M.S.E., 53 Woodland Way, Petts Wood, Kent. Professional Civil Engineer, Greater London Council
JOHN SULLIVAN M.S.E., A.M.I.E.D, 14 Hubert Road, Newport, Mon. Research Engineer
STANLEY NASH BRUCE GAIRN. M.S.E. "Kita Rumah", Kenley Lane, Kenley, Surrey. Consulting Structural & Civil Engineer
JAMES WILLIAM DONOGHUE. M.S.E. 37 Elsham Road, Leytonstone, London E.11
JOHN DAVID BURROWS. M.S.E.,F.I.O.B. Copyhold, Bury, Pulborough, Sussex. Company Director
DOUGLAS JOHN AYRES M.S.E., 102 Goldhurst Terrace, London N.W. 6, Civil Engineer
Date 27thOctober 1969
Witness to the above Signatures
Name Leonard Thomas Griffith MSE
Address 17 Lauriston Road, preston Park, Brighton 6
Occupation Consulting Engineer