Company Number:507597
THE COMPANIES ACTS 1985 to 2006
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COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
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AMENDED
MEMORANDUM OF ASSOCIATION
of
MARIE CURIE CANCER CARE
as adopted by Special Resolution passed the 21st November 1989
and as amended by Special Resolutions passed on the
14th December 1993, 25th October 1995, 6th September 2004, 4th September 2007, 15th September 2009 and 13th September 2011
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1The name of the Company is “MARIE CURIE CANCER CARE” (“the Charity”).
2The registered office of the Charity is to be situated in England.
3The Charity is established as a memorial to the late Marie Curie in lasting tribute to her life’s work, and in particular to her discovery of radium and with the intention of continuing the work towards the alleviation, relief and cure of the disease of cancer, to which radium has proved so great a contribution, and the objects for which the Charity is established are to attack and allay the disease of cancer and other life threatening diseases and to alleviate the suffering and promote the welfare and relief of persons afflicted with the disease of cancer and other life threatening diseases provided that in discharging the foregoing objects the Charity’s services shall be provided principally for the overall benefit of cancer patients and to investigate the causes, distribution and treatment of cancer and to promote its cure.
4In furtherance of the Objects but not further or otherwise the Charity shall have the following powers:
(a)to provide in the United Kingdom or elsewhere centres for the diagnosis, identification or treatment of curable or incurable cancer cases and other life threatening diseases;
(b)to provide doctors, nurses and other health and social care personnel for cancer and other cases of life threatening diseases in their own homes or elsewhere;
(c)to provide nursing equipment or furniture, appliances, food and special diets, linen, dressings and recreational facilities, grants by way of financial assistance and expenses or services and facilities for the domiciliary cancer and other patients suffering from life threatening diseases;
(d)to provide and finance scholarships, travelling scholarships, fellowships and lecturers;
(e)to assist financially or otherwise persons engaged, including those not wholly engaged, in research;
(f)to establish and maintain a cancer institute with a highly qualified staff of workers for undertaking and pursuing a combined and organised campaign against the disease of cancer;
(g)to organise competitions of all kinds calculated to further the objects of the Charity, and to offer and provide prizes, rewards and premiums of such character on such terms and generally in such manner as may be expedient;
(h)to give financial and other assistance and support to any medical or scientific bodies, associations and institutions or other charitable bodies, associations and institutions in any way connected with the purposes of the Charity or calculated to further its objects;
(i)to encourage and induce medical and scientific bodies, associations and institutions of all kinds to undertake cancer research;
(j)to conduct or hold surveys, investigations or enquiries on a local, national or international scale of and into any aspect of the problem;
(k)to collect, print, publicise and disseminate data, information and knowledge relating to the main objects of the Charity;
(l)to hold or associate with, supporting or attending periodical and other congresses, conferences and public meetings calculated directly or indirectly to advance the main objects of the Charity;
(m)to hold lectures, public or otherwise, by approved persons upon the subject of cancer or any allied or other subject or subjects as are consistent with the main objects of the Charity;
(n)to establish branches of the fund in the United Kingdom or elsewhere with a view to aiding or advancing the main objects of the Charity;
(o)to examine, watch, promote, support or oppose any legislation or administrative action and for that purpose to petition any government department, any municipal, local or other authority or body, and to take such other lawful steps and proceedings (whatever their nature may be) as may be conducive to the attainment of the objects of the Charity;
(p)to take over and administer (if requested and considered desirable) all or any of the funds and assets which may lawfully be taken over by the Charity, and undertake all or any of the liabilities of any charity or concern having or including objects similar to the objects of the Charity but so that (except under the authority of a scheme of the court or of the Charity Commission in the case of any charity) any such funds and assets shall be applied only for the purposes for which the same were respectively collected, subscribed or otherwise required;
(q)to collect and organise the collection of funds for furthering the objects of the Charity by advertisements, lectures, entertainments, appeals to the public and by any other legitimate means;
(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 Charity may think necessary for the promotion of the objects, to manage and improve such property and to provide, construct, maintain, alter and equip any facilities, buildings or erections necessary for or conductive to the objects (subject to such consents as may be required by law);
(s)to sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Charity as may be thought expedient with a view to the promotion of its objects;
(t)to undertake and execute any trusts which may lawfully be undertaken by the Charity and may be conducive to its objects;
(u)to borrow or raise money for the purposes of the Charity, on such terms and on such security as may be thought fit;
(v)to invest the moneys of the Charity not immediately required for its purpose in and 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;
(w)to establish and support or aid in the establishment and support of any charitable associations or institutions, and to subscribe or guarantee money for charitable purposes in any way connected with the purposes of the Charity or calculated to further its objects;
(x)[2]to
(i)deposit or invest funds;
(ii)employ a professional fund-manager; and
(iii)arrange for the investments or other property of the Charity to be held in the name of a nominee
in the same manner and subject to the same conditions as the trustees of a trust are permitted to do so by the Trustee Act 2000;
(y)[3]to provide indemnity insurance for the members or the Council of Management or any other officer of the Charity in relation to (i) any liability that by virtue of any rule of law would otherwise attach to a director of a Company in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty of in relation to the Charity and (ii) the liability to make a contribution to the Charity’s assets as specified in Section 214 of the Insolvency Act 1986 (wrongful trading) PROVIDED THAT the following liabilities are excluded from sub-clause (y)(i) above:
- fines;
- costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Member of Council or other officer;
- liabilities to the Charity that result from conduct that the Member of the Council or other officer knew or must be assumed to have known was not in the best interests of the Charity or about which the person concerned did not care whether it was in the best interests of the Charity or not;
and there is excluded from sub-clause (y)(ii) above any liability to make such a contribution where the basis of the Member of the Council’s liability is his or her knowledge prior to the insolvent liquidation of the Charity (or reckless failure to acquire that knowledge) that there was no reasonable prospect that the Charity would avoid going into insolvent liquidation;
(z)to do all such other things as are incidental or conducive to the attainment of the above objects or any of them;
(aa)to carry on any trading activity of a transitory or incidental nature and which is conducive to the attainment of the above objects or any of them
PROVIDED THAT the Charity shall not support with its funds 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 Charity would make it a Trade Union.
5[4]The income and property of the Charity, whencesoever derived, shall be applied solely towards the promotion of the objects of the Charity 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 the members of the Charity.
PROVIDED THAT nothing herein shall prevent the payment, in good faith, of (i) reasonable and proper remuneration to any officer or servant of the Charity, or to any member of the Charity, in return for any services actually rendered to the Charity, nor prevent the payment of interest at a rate not exceeding 5 per cent per annum on money lent or reasonable and proper rent for premises demised or let by any member to the Charity; but so that no member of the Council of Management or Governing Body of the Charity shall be appointed to any salaried office of the Charity or any office of the Charity paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by the Charity 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 Charity, 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 any such payment and (ii) insurance premiums in respect of indemnity insurance provided in accordance with the terms of sub-clause 4(y) hereof.
6The liability of the members is limited.
7Every member of the Charity undertakes to contribute to the assets of the Charity, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Charity contracted before he 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 £1.
8If upon the winding up or dissolution of the Charity 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 Charity, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Charity, and which shall prohibit the distribution of its or their income and property among its or their members to an extent as least as great as is imposed on the Charity under or by virtue of Clause 5 hereof, such institution or institutions to be determined by the members of the Charity 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.
9True accounts shall be kept of the sums of money received and expended by the Charity, and the matters in respect of which such receipts and expenditure take place, and of the property, credits and liabilities of the Charity; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Charity for the time being, such accounts shall be open to the inspection of the members. Once at least in every year the accounts of the Charity shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Auditor or Auditors.
10Throughout this Memorandum and the Charity’s Articles of Association “charitable” means charitable in accordance with the law of England and Wales PROVIDED THAT it will not include any purpose which is not charitable in accordance with any statutory provision regarding the meaning of the word “charitable” or the words “charitable purposes” in force in any part of the United Kingdom. For the avoidance of doubt, the system of law governing the constitution of the Charity is the law of England and Wales.
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, ADDRESSES AND DESCRIPTION OF SUBSCRIBERS
CICELY MAUDE NORTHALL-LAURIE, 41 LyncroftGardens, London NW6, Widow.
RONALD WILLIAM RAVEN, O.B.E., F.R.C.S., 29 Harley Street, London W1, Consulting Surgeon.
JOAN GOUGH THOMAS, M.A., 24 LennoxGardens, London SW1, Secretary.
GEORGE LANE TUNBRIDGE, F.I.O.B., 42 Rivermead Court, SW6, Building Contractor.
MAJORY WINSOME WARREN, Physician, 76 Hillway, London NW8, Married Woman.
AMY LEA WARREN PEARL, C.B.E., 20 Lowndes Square, London SW1, Widow.
ANNE LOUISE McILROY, D.B.E., M.D., LL.D., D.Sc., F.R.C.P., F.R.C.O.G., Obstetrician and Gynaecologist, 115A Harley Street, London W1.
PATRICK BERKELEY BARON MOYNIHAN OF LEEDS, O.B.E., T.D., 68 GloucesterGardens, London W2.
FRED, BARON KERSHAW OF PRESTWICH, O.B.E., J.P., 37 Berwyn Road, Richmond, Surrey.
JOHN BUNYAN, Surg. Lt. Cdr. (D) R.N.V.R., Dental Surgeon, 22 Seymour Street, Portman Square, London W1.
KENNETH JAMES LEIGH-WOOD, M.A., H.C.F., Thedden Grange, Alton, Hants, Clerk in Holy Orders
Dated this 8th day of April 1952.
Witness to the above signatures:-
HERBERT F ADAMS
54 Woodlands Avenue
Church End
Finchley
N3
Accountants
Company Number:507597
THE COMPANIES ACTS 1985 to2006
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COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
______
ARTICLES OF ASSOCIATION
of
MARIE CURIE CANCER CARE
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As adopted by Special Resolution passed on September 15, 2009 and amended by Special Resolution passed September 13, 2011.
GENERAL
- In these Articles the words in the first column below shall bear the meaning set opposite to them respectively in the second column, if not inconsistent with the subject or context:
WORDSMEANINGS
“The 2006 Act”The Companies Act 2006and any statutory modification or addition or re-enactment thereof
“The 1985 Act”The Companies Act 1985 and any statutory modification or addition or re-enactment thereof
“The Acts”The 1985 Act and the 2006 Act
“Articles”The Articles of Association of the Charity
“Auditors”The auditors for the time being appointed by the Charity
“The Charity”The above-named company
“The Council”The Council of Management for the time being of the Charity being the board of directors and charity trustees of the Charity
“Chairman”The person appointed as chairman of the Council from time to time in accordance with Article 54
“Charities Legislation”The Charities Acts 1992, 1993 and 2006, the Charities (Accounts and Reports) Regulations 2008, and any statutory modification thereof or addition thereto from time to time.
“Month”Calendar month.
“The Office”The registered office of the Charity.
“The Seal”The common seal of the Charity.
“The Secretary”Any person appointed secretary of the Charity or any other person appointed to perform the duties of the secretary of the Charity, including an assistant and deputy secretary.
“SORP”The Statement of Recommended Practice issued by the Charity Commission and any modification or replacement thereof from time to time.
“Statutes”The 2006 Act the 1985 Act and every other statute or statutory instrument, law or regulation for the time being in force concerning companies and affecting the Charity
“In writing”Written, printed or lithographed, or partly in one and partly another, and other modes of representing or reproducing words in a visible form.
And words importing the singular number only shall include the plural number, and vice versa.
Word importing the masculine gender only shall include the feminine gender and neuter; and
Subject as aforesaid, any words or expression defined in the Statutes or any statutory modification thereof in force at the date on which the Articles become binding on the Charity shall, if not inconsistent with the subject or context, bear the same meanings in the Articles.
The provisions of the Memorandum of Association to the extent that they could have been contained in the Articles shall take effect as though repeated here.
OBJECTS
- The Objects of the Charity shall, at all times, be restricted to those set out in clause 3 of the Memorandum of Association.
MEMBERS
- The number of members with which the Charity proposes to be registered is 500, but the Council may from time to time register an increase of members.
- The rights and privileges of every member shall be personal and shall not be transferable and shall cease on death or dissolution.
- Every member of the Charity shall either sign a written consent to become a member or sign the register of members on becoming a member.
- The subscribers to the Memorandum of Association and such other persons as the Council shall admit to membership in accordance with the provisions of the Articles shall be members of the Charity.
7.Notice of application for membership must be given to the Secretary of the Charity in writing, such notice to be considered at a meeting of the Council or of such committee as shall be delegated responsibility for dealing with applications for membership. New members shall be admitted with the approval of the Council or of such committee as may be delegated responsibility for dealing with new members on behalf of the Council.
- Subject to the provisions of Article 9 all members of the Charity shown in the registers of the Charity as members for life prior to the 1st April 1993 shall be considered to be members of the Charity for life but any new member after that date shall not be so treated.
- A person shall immediately cease to be a member of the Charity (provided always that at least seven members of the Charity remain on the Register of Members thereafter) if:
9.1by notice in writing to the Secretary he resigns his membership; or