Memorandum of Association

The Companies Acts, 1985 and 1989

Company Limited by Guarantee and not having a Share Capital

Memorandum of Association of

Stillbirth and Neonatal Death Society

(as amended by special resolution dated 7 October 2006)

The name of the Association (hereinafter called 'Sands') is Stillbirth and Neonatal Death Society.
The registered office of Sands will be situated in England.
The Objects of Sands are:-
1. to promote the emotional, psychological and physical well-being of parents, their families and friends, when a baby dies in utero, at birth or soon after birth, by:
  1. the provision of support and information to those so bereaved and their carers; and
  2. by working collaboratively with health and social care professionals to improve and enhance professional practice with bereaved parents; and
2. to promote research and the implementation of best practice that will help identify the causes and reduce the incidence of the death of a baby in utero, at birth or soon after birth, and to publish the results of such research.
  
  In furtherance of the said Objects, but not further or otherwise, Sands shall have power:
  1. to promote and organise co-operation in the achievement of the Objects, locally, nationally and internationally, and, to that end, bring together in conference representatives of voluntary agencies, government departments, statutory authorities and individuals engaged in furtherance of the same;
  2. to provide, train and authorise a team of befrienders affected by the death of a baby in utero, at birth or soon after birth, to offer support to bereaved parents, families and friends;
  3. subject to clause 4, to employ and pay any employees, officers, servants and professional or other advisers;
  4. to cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, reports and other documents;
  5. to hold exhibitions, meetings, lectures, classes and courses, either alone or with others;
  6. to provide evidence for government and other enquiries;
  7. to co-operate and enter into arrangements with any authorities, local, national or otherwise, and to obtain from such authorities any rights, privileges and concessions;
  8. 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 (whether or not subject to any trust), and to construct, maintain or alterany of the same as are necessary, or expedient, for any of the purposes of Sands, 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;
  9. 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 Society in the shape of donations, subscriptions or otherwise;
  10. to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts;
  11. to borrow or raise money for the objects of Sands on such terms and (with such consents as are required by law) on such security as may be thought fit;
  12. 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 Sands;
  13. to invest the moneys of Sands not immediately required for its purposes in or upon such investments, securities or properties 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;
  14. to make any charitable donation, either in cash or assets, for the furtherance of the objects of Sands;
  15. to assist in the establishment of local groups ('Groups') under the overall control and supervision of Sands having charitable objects identical to the Objects of Sands provided always that each such Group shall adopt a constitution which is in accordance with the model Constitution for such Groups prepared and approved by Sands from time to time;
  16. to undertake and execute charitable trusts;
  17. 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 the committee shall think fit; subject to the provisions of clause 4 hereof to any reasonable annual sums or premiums for, or towards the provision of, pensions for officers or servants for the time being of Sands, or their dependants;
  18. to amalgamate with any companies, institutions, societies or associations which are charitable at law, and have objects altogether or mainly similar to those of Sands, and prohibit the payment of any dividends 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 Sands by this Memorandum of Association;
  19. to pay out of the funds of Sands the costs, charges and expenses of, and incidental to, the formation and registration of Sands;
  20. to establish or acquire subsidiary companies to assist or act as agents of Sands;
  21. to do all such other things as shall further the above Objects or any of them;
    
    Provided that:
    1. in case Sands shall take, or hold any property which may be subject to any trusts, Sands shall only deal with, or invest the same, in such manner as allowed by law, having regard to such trusts;
    2. the Objects of Sands shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers;
    3. in case Sands shall take, or hold, any property subject to the jurisdiction of the Charity Commissioners for England and Wales, Sands 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 Board of Sands 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 Board have been if no incorporation had been effected, and the incorporation of Sands shall not diminish or impair any control or authority exercisable by the Chancery Division of the High Court or the Charity Commissioners over such Board but they shall, as regards any such property, be subject jointly and separately to such control or authority as if Sands were not incorporated.
Subject to clause 4.2 the income and property of Sands 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 Sands, and no member of the Board shall be appointed to any office of Sands, paid by salary or fees, or receive any remuneration or other benefit in money or money's worth from Sands without the prior consent of the Charity Commission;
1. Provided that nothing herein shall prevent any payment in good faith by Sands
  1. of reasonable and proper remuneration to any member, officer or servant of Sands not being a member of the Board for any services rendered to Sands;
  2. of interest on money lent by any member of Sands or of the Board at a rate per annum not exceeding 2 per cent less than the minimum lending rate prescribed for the time being by a clearing bank selected by the Board;
  3. of reasonable and proper rent for premises demised or let by any member of Sands or of its Board;
  4. of fees, remuneration or other benefit in money or money's worth to a company of which a member of the Board maybe a member holding not more than 1/100th part of the capital of that company; and
  5. by way of any charitable benefit by Sands to a member of Sands or a Director in the capacity of a beneficiary of Sands;
  6. of any premium in respect of any indemnity insurance to cover the liability of the Directors 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 Sands. Provided that any such insurance shall not extend to any claim arising from liability resulting from conduct which the Directors knew, or must be assumed to have known, was not in the best interests of Sands, or which the Directors did not care whether it was in the best interests of Sands or not and provided also that any such insurance shall not extend to any claim arising from liability for the costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud or dishonesty or wilful or reckless misconduct of the Directors.
2. A Director must not receive any payment of money or other material benefit (whether directly or indirectly) from Sands except:
  1. as mentioned in clause 4.2;
  2. reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of Sands;
  3. an indemnity in respect of any liabilities properly incurred in running Sands (including the costs of a successful defence to criminal proceedings);
  4. in exceptional cases, other payments or benefits (but only with the written approval of the Charity Commission in advance).
3. A Director may not be an employee of Sands, but a Director may enter into a contract with Sands to supply goods or services in return for a payment or other material benefit if:
  1. the goods or services are actually required by Sands;
  2. the nature and level of the benefit is no more than reasonable in relation to the value of the goods or services and is set at a meeting of the Board in accordance with the procedure in clause 4.5;
  3. no more than half of the Board are interested in such a contract in any financial year; and
  4. the other Directors are satisfied that it is in the interests of Sands to employ or contract with that Director rather than with someone who is not a Director and the reason for their decision is recorded by the Director in the minute book.
4. Whenever a Director has a personal interest in a matter to be discussed at a meeting of the Directors or a committee, he or she must:
  1. declare an interest before the meeting or at the meeting before discussion begins on the matter;
  2. be absent from the meeting for that item unless expressly invited to remain in order to provide information;
  3. not be counted in the quorum for that part of the meeting; and
  4. be absent during the vote and have no vote on the matter.
5. For the purposes of this clause 4, payment or employment of a Director includes the engagement or remuneration of any firm or company in which the Director is:
  1. a partner;
  2. an employee;
  3. a consultant;
  4. a director; or
  5. a shareholder, unless the shares of the company are listed on a recognised stock exchange and the Director holds less than 1% of the issued capital.
6. In this clause 4:
  1. any payments or benefits made by Sands shall include payment or benefits by any company in which Sands:
    1. holds more than 50% of the shares; or
    2. controls more than 50% of the voting rights attached to the shares; or
    3. has the right to appoint one or more directors to the Board of the company; and
  2. 'Director' shall include any child, parent, grandchild, grandparent, brother, sister, half brother, half sister or spouse of the Director or any person living with the Director as his or her partner.
7. This clause 4 may not be amended without the written consent of the Commission in advance.
8. Words and expressions defined in the Articles of Association of Sands have the same meanings in this Memorandum.
The liability of the members is limited.
Every member of Sands undertakes to contribute to the assets of Sands, in the event of the same being wound up while he/she is a member, or within one year after he/she ceases to be a member, for payment of the debts and liabilities of Sands contracted before he/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, such amount as may be required not exceeding one pound.
If upon the winding-up or dissolution of Sands there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among members of Sands but shall be given or transferred to some other charitable institution or institutions having objects similar to the Objects of Sands, and which shall prohibit the distribution of its or their income and property to an extent at least as great as is imposed on Sands under or by virtue of clause 4 hereof, such members of Sands at or before the time of dissolution, and insofar as effect cannot be given to such provision, then to some other charitable object.