THE COMPANIES ACT 1985 

COMPANY LIMITED BY GUARANTEE 

  MEMORANDUM OF ASSOCIATION

  of

THE REGISTRATION COUNCIL OF 

CLINICAL PHYSIOLOGISTS

1.       The name of the company is ‘The Registration Council of Clinical Physiologists (hereinafter called ‘The Council’) 

2.       The registered office of the Council is to be situate in England. 

3.       The objects for which the Council is established are: to promote and advance, and to encourage the study and practice of, the application of clinical physiology in the prevention, diagnosis, treatment and management of disease and disability

And in furtherance of the above objects but not further or otherwise the Council shall have the following powers:

                    a) To establish, uphold and improve the standards of qualification, training, competence and conduct of persons (hereinafter called ‘Clinical Physiologists’) qualified in Clinical Physiology and working or practising in such applications; and to act in an advisory or consultative capacity in matters relating to the foregoing;

                    b) To prepare, maintain and from time to time to publish a register (hereinafter called ‘the Register’) containing the names, addresses and qualifications of all Clinical Physiologists who are approved in the prescribed manner to be registered; and, when and if thought fit, to provide for the division of the Register and the entries therein into classes or categories of registration;

                        and

                    c)   (i) To make rules or bye-laws prescribing or with respect to: the conditions for admission to the Register or the classes or categories therein (including qualifications); the making, alteration or correction of any entry on the Register; the manner of application for registration; the fees or charges payable in respect of the entry or retention of names on the Register in respect of  services provided to persons entered on the Register; the standards of competence and conduct required of persons whose names are on the Register; the causes for which, the conditions under which and the manner in which the persons whose names are on the Register may be admonished or reprimanded or suspended or removed from the Register; the procedure for, and the fees payable on, restoration to the Register of persons removed therefrom; the issue of certificates to persons entered on the Register; and all other matters relating to  the regulation of the accuracy, integrity and efficiency of the Register;

                    c) (ii) To monitor and regulate the suitability of all Clinical Physiologists to practice and to take appropriate action to implement and enforce the rules or bye-laws referred to in clause 3 c) (i) of the Memorandum of Association.

                    d) To acquire with or without consideration any legal or equitable estate or interest in land any personal property and any rights or privileges which the Council may think necessary for the promotion of its objects, and to construct, maintain, demolish, adapt and alter any buildings or erections necessary or convenient for the objects of the Council.

                    e) To sell, improve, mortgage, develop, exchange, lease, dispose or, turn to account or otherwise deal with all or any part of the property and rights of the Council.

                    f) To edit, print and publish books, papers, reports, periodicals, circulars, articles and other matter to increase public knowledge of the Council and otherwise in furtherance of the objects of the Council.

                    g) To hold conferences, seminars, meetings, lectures, courses and discussions as relevant

                    h) To make representations to governmental and other bodies on matters affecting the objects of the Council.

                    i) To employ and remunerate all such officers and servants as may be required for the purposes of the Council and to grant pensions and retirement benefits to or for employees or former employees of the Council and to the widows, widowers, children or other dependants of deceased employees, and to pay or subscribe to funds or schemes for the provision of pensions and retirement benefits for employees of the Council, their widows, widowers, children and other dependants in accordance with current Employment Law.

                    j) To borrow or raise money for the purposes of the Council on such terms and on such security (if any) as may be thought fit, and to issue any debenture stock whether irredeemable or otherwise;

                    k) To establish, promote, form and support or aid in the establishment, promotion, formation and support of any charitable associations or institutions and subscribe or guarantee money for charitable purposes in any way connected with or calculated to further the objects of the Council.

                    l) To raise funds and to invite and receive subscriptions, endowments, grants (whether governmental, municipal or from any statutory or charitable body or otherwise) and donations (whether of real or personal property and devises and bequests for all or any of the purposes aforesaid and to sell, charge, exchange or dispose of and lease and accept surrender of leases of and manage all real estate (including leaseholds) so received and not required to be or capable of being occupied for the purposes of the Council.

                    m) To invest the monies of the Council 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) as may for the time being be imposed or required by law and subject also as hereinafter provided;

                    n) Subject to clause 4 hereof to employ and pay architects, surveyors, engineers, construction experts, accountants and solicitors and other professional persons, clerks and other staff for the purpose of fulfilling the objects of the Council.

                    o) To do all such other things as are necessary to the attainment of the above objects or any of them;

Provided always that

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

(ii)                                           the objects of the Council shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers;

(iii)                                          in case the Council shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Council 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 Executive Committee of the Council shall be chargeable for any such property that may come into its hands and shall be answerable and accountable for its own acts, receipts, neglects and defaults, and for the due administration of such property in the same manner and to the same extent as if as such Executive Committee would have been if no incorporation had been effected, and the incorporation of the Council shall not diminish or impair any control or authority exercisable by the Chancery Division of the High Court of Justice or the Charity Commissioners over such Executive Committee but it shall as regards any such property be subject jointly and separately to such control or authority as if the Council were not incorporated.

4.       The income and property of the Council whencesoever derived shall be applied solely towards the promotion of the Council as set forth in this Memorandum of Association and no member shall have any personal claim on any property of the Council 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 Council, and no member of the Council shall be appointed to any office paid by salary or fees, or receive any remuneration or other benefit in money’s worth from the Council, provided that nothing herein shall prevent any payment in good faith by the Council.

i.) of reasonable and proper rent for premises demised or let by any member of the Council;

ii.) to any member of the Council for out-of-pocket expenses

5.       The liability of the members of the Council is limited.  

6.       Every member of the Council undertakes to contribute such amount as may be required not  exceeding £1 to the assets of the Council if it should be wound up while he/she is a member or within one year after he/she ceases to be a member, for the payment of the debts and liabilities of the Council 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 amongst themselves.

7.       If upon the winding up or dissolution of the Council there remains after the satisfaction of all its debts and liabilities any surplus property whatsoever the same shall not be paid to or distributed among the members of the Council but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Council 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 Council under or by virtue of clause 4 hereof such charitable institution or charitable institutions to be determined by the members of the Council 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 object.

8.       No 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 of the Council unless the same shall have been previously submitted to and approved in writing by the Charity Commissioners for England and Wales and no addition, alteration or amendment shall be made to or in the provisions of clauses 4 and 7 hereof unless the same shall have been previously submitted to and approved in writing by the Department of Trade and Industry.

We, the several persons whose names and addresses are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association.

  NAMES AND ADDRESSES OF SUBSCRIBERS:

 ( Company No: 4324337 - The Registration Council of Clinical Physiologists)