Memorandum of Association
Version 2 Date of Issue 26/9/2012
- The name of the Company (hereinafter called “the Company”) is “The Forensic Isotope Ratio Mass Spectrometry Network”.
- The registered office of the Company will be situated in England and Wales.
- The Statement of Purpose for the Forensic Isotope Ratio Mass Spectrometry (FIRMS) Network is:
“To promote the forensic application of isotope ratio mass spectrometry (IRMS) and allied or ancillary disciplines and to promote good practice in that application”
- The objects for which the Company exists are:
a) to develop the Network as a means of information exchange between the members;
b) to define and encourage good practice and promote regulation;
c) to identify needs for development of IRMS as a fit-for-purpose forensic tool and to facilitate such developments;
d) to support and encourage members in achieving and continuously developing high standards;
e) to provide appropriate services to members;
f) to develop business activities to ensure that the FIRMS brand name is recognised globally as a mark of excellence in the delivery of forensic practice.
- The Company shall have the following powers exercisable in furtherance of its said objects or incidental or conducive to them but not otherwise, namely:
a) to purchase, take on lease, or in exchange, hire or otherwise acquire real or personal property and rights or privileges, and to construct, maintain and alter buildings or erections;
b) to sell, let or mortgage, dispose of or turn to account all or any of the property or assets of the Company;
c) to purchase or otherwise acquire plant and machinery including computer hardware and software, furniture, fixtures, fittings and all other effects of every description and to apply for registration of any patents, rights, copyrights, licences and the like;
d) to borrow or raise money on such terms and on such security as may be thought fit with such consents as are required by law;
e) to take and accept any gift of money, property or other assets whether subject to any special trust or not;
f) 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 Company in the shape of donations, subscriptions or otherwise;
g) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts;
h) to invest moneys of the Company 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;
i) to make any donations in cash or assets or establish or support or aid in the establishment or support of and to lend money (with or without security) to or for any associations or institutions;
j) to undertake and execute charitable trusts;
k) to charge and collect subscriptions, levies, fees and other payments from any person, association or body corporate (whether or not a Director of the Company);
l) to publish, print or edit papers, reports, periodicals, circulars, articles or other materials relating to forensic sciences and allied or ancillary disciplines, or otherwise;
m) to establish and maintain a technical library; to hold conferences, seminars, meetings, lectures, courses and discussions, and to encourage, carry out or commission any kind of investigation or research relating to the objects;
n) to engage and/or pay any person or persons whether on a full-time or part-time basis or whether as consultant or employee to supervise, organise, carry on the work of, advise the Company and, subject to the provisions of clause 4 (i.e. consistent with the objects of the Company) hereof, to make any reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees or former employees and their wives, husbands and other dependants;
• Sub clause 1. Subject to sub clause 2 below the income and property of the company shall be applied solely towards the promotion of the objects and shall not be paid or distributed directly or indirectly howsoever to any Director
• Sub clause 2. Sub clause 1 above shall not prevent the payment in good faith by the company of:
i. reasonable premiums in respect of indemnity insurance;
ii. reasonable and proper remuneration to any Director for any services rendered to it of interest on money lent by a Director at a rate per annum not exceeding two percentage points less than the base lending rate for the time being of the Company’s clearing bankers or 3% whichever is the greater;
iii. interest at a reasonable rate on money lent to it;
iv. sums as reimbursement of reasonable out of pocket expenses;
v. professional fees to any Director, or to any firm or company in which such Director has an interest for services rendered in a professional capacity, provided that no such Directors shall participate in discussion with the other members of the Board relating to such fees or;
vi. attendance fees to members of the Board in respect of meetings of the Board are of its committees or at other events approved by the Board for this purpose at such rates or on such basis as may be approved by resolution of the Board.
o) to amalgamate with any companies, institutions, societies or associations which shall have objects altogether or mainly similar to those of the Company and prohibit payment of any dividend or profit to and the distribution of any of their assets among their Directors at least to the same extent as such payments or distributions are prohibited in the case of Directors of the Company by this Memorandum of Association;
p) to pay out of funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company;
q) to do all such other lawful things as shall further the attainment of the objects of the Company.
- Directors will be bound by the Nolan Principles of Public Life.
- The liability of the Directors is limited.
- Every Director of the Company undertakes to contribute to the assets of the Company, in the event of the same being wound up while he is a Director, or within one year after he ceases to be a Director, for payment of the debts and liabilities of the Company contracted before he ceases to be a Director 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 £1.
- 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 among the Directors of the Company, but shall be given or transferred to the Forensic Science Society, being a charity having objects similar to the objects of the Company, keeping in mind costs.
Memorandum of Association as agreed by the Steering Group of the FIRMS Network on the 26th of September 2012 in Hobart, Australia.