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Memorandum of Association

The Companies Acts, 1948 to 1967 - Company Limited by Guarantee and not having a Share Capital.

1. The name of the Company (hereinafter called 'The Institute') is 'THE INSTITUTE OF SCIENTIFIC AND TECHNICAL COMMUNICATORS LIMITED'.

2. The registered office of The Institute will be situated in England.

3. The objects for which The Institute is established are:

a. To acquire and take over the business, assets, liabilities and membership rolls of the Organisations registered as The Institution of Technical Authors and Illustrators Limited and The Institute of Technical Publicity and Publications Limited, and with a view thereto to enter into the agreement referred to in Article 2 of The Institute's Articles of Association, and to carry the same into effect.

b. To establish and maintain professional standards and codes of practice appertaining to the generation, preparation, communication or dissemination of scientific and technical information In these presents the term 'communication' shall signify the written or spoken word; it shall also include visual, aural, tactile or other means of conveying the said information.

c. To lay down standards of education, training, knowledge and experience, appropriate for the admission of persons to the various grades of membership of 'The Institute'.

d. To promote education and training for the attainment of the standards referred to in clauses 3(b) and 3(c).

e. To institute examinations and to appoint examiners; to cooperate with any other examining body; and to award certificates and diplomas to those who pass such examinations.

f. To institute, establish and promote scholarships, grants, awards and prizes.

g. To establish or assist in establishing chairs, faculties or departments of scientific and technical communication (or such other title within the objects of The Institute as may be thought fit) at any universities or other seats of learning.

h. To organise and promote conferences, exhibitions, meetings and symposia on the subject of scientific and technical communication or subjects related thereto.

i. To print, publish, publicise and distribute the proceedings or reports of The Institute or any papers, journals, communications, treatises or documents dealing with scientific and technical communication, or their application, or subjects connected therewith, by all available means including the press, radio, television and cinema.

j. To establish or assist in establishing, or contribute towards research into any and every aspect (including commissioning and production) of the past, present or future state of any scientific or technical communication, or research into any related subject, and to make monetary contributions from the funds of The Institute for this purpose.

k. To consult, cooperate and collaborate with any persons, associations, societies, institutions or other organisations established or to be established in Great Britain, or elsewhere for the purpose of furthering the objects of The Institute.

l. To provide an information service to and for members, industry, professionally interested bodies, and other members of the public and to this end to establish and maintain a library and collection of literature, films and other material of interest in furtherance of the objects of The Institute.

m. Subject to the provisions of clause 4 thereof to investigate, report and advise on conditions of service of those professionally engaged in scientific and technical communication.

n. To obtain any Royal Charter, Provisional Order or Act of Parliament or other authority either in the United kingdom or elsewhere to enable The Institute to carry its objects into effect.

o. To solicit, obtain or accept subscriptions, donations or gifts (whether of real or personal estate) and devises and bequests from any person, firm, company, corporation, institution or association whatsoever.

p. To borrow or raise money for the purposes of The Institute on such terms and on such security as may be thought fit.

q. To pay all preliminary and incidental expenses incurred in the formation and registration of The Institute.

r. To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which The Institute may think necessary or convenient for the promotion of its objects and to construct, maintain or alter any building or erections necessary or convenient for the work of The Institute.

s. To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of The Institute as may be deemed expedient with a view to the promotion of its objects.

t. To undertake and execute any trusts (charitable or otherwise) which may lawfully be undertaken by The Institute and which may be conducive to the attainment of its objects.

u. To invest the monies of The Institute 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) and such consents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided.

v. To establish and support or assist in the establishment and support of any charitable associations, institutes or organisations and to subscribe or guarantee money for charitable purposes in any way connected with the purposes of The Institute or calculated to further its objects.

w. To do all or any of the above things in any part of the world as principals, agents, trustees or otherwise and by or through trustees, agents or otherwise.

x. To do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them.

4. Provided that The Institute shall not support with its funds or by any other means any object or endeavour to impose on or procure to be observed by its members or others, any regulation, restriction or condition which, if an object of The Institute, would make it a Trade Union or an instrument of any Political Party.

5. Provided also that in case The Institute shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales or the Secretary of State for Education and Science. The Institute 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 Council of Management or Governing Body of The Institute 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 Council of Management or Governing Body have been if no incorporation had been effected and the incorporation of The Institution shall not diminish or impair any control or authority exercisable by the Chancery Division, the Charity Commissioners of the Secretary of State for Education and Science over such Council of Management or Governing Body but they shall as regards any such property be subject jointly and separately to such control or authority as if The Institute were not incorporated. In case The Institute shall take or hold any property which may be subject to any trusts. The Institute shall only deal with the same in such manner as allowed by law, having regard to such trusts.

6. The income and property of The Institute, whencesoever derived shall be applied solely towards the promotion of the objects of The Institute 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 howsoever by way of profit to the members of The Institute except for the objects as provided in clause 3(f) hereof.

7. Provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of The Institute or to any member of The Institution in return for any services actually rendered to The Institute, nor prevent the payment of interest at a rate not exceeding one per cent per annum above the current bank rate on money lent; or reasonable and proper rent for premises demised or let by any member of The Institute; but so that no member of the Council of Management or Governing Body of The Institute shall be appointed to any salaried office of The Institute or any office of The Institute paid by fees and that no remuneration or other benefit in money or money's worth shall be given by The Institute to any member of such Council or Governing Body, except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to The Institute; provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Council of Management or Governing Body may be a member and in which such member shall not hold more than one hundredth part of the capital and such member shall not be bound to account for any share of profits he may receive in respect of such payments.

8. The liability of the members is limited.

9. Every Corporate member of The Institute undertakes to contribute to the assets of The Institute. In the event of the same being wound up while he is a Corporate member, or within one year after he ceases to be a Corporate member, for payment of the debts and liabilities of The Institute contracted before he ceases to be a Corporate 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 £5.00 (five pounds).

10. If upon the winding up or dissolution of The Institute 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 Institute, but shall be given or transferred to some other institution or institutions having objects similar to the objects of The Institute, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on The Institute under or by virtue of clauses 6 and 7 hereof, such institution or institutions to be determined by the members of The Institute at or before the time of dissolution and if and so far as effect cannot be given to such provision, then to some charitable object.

Updated 1.5.2001

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