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1. Name
The name of the Company is "The Society for Heart Valve Disease" ('the Society')
2. Registered Office
The registered office of the Society is to be in England and Wales
3. Objects
The objects of the Society are to undertake, promote, support and encourage research, and the education of the public, in the causes of heart valve disease, the prevention of, and the treatment of heart valve disease or any related cardiac disease, illness or condition. The Society shall not be restricted to fulfilling its purpose through activities within the United Kingdom. The mission of the Society is to advance the practice, science and art of treating heart valve disease, through a multi-disciplinary approach with the ultimate aim of reducing the global burden of the disease. ('the Objects')
4. Powers
The Society has the following powers, which may be exercised only in promoting the Objects:
4.1 To support and promote or carry out research
4.2 To provide advice
4.3 To publish or distribute information by any means whatsoever
4.4 To co-operate with other bodies
4.5 To support, administer or set up other charities
4.6 To raise funds (but not by means of taxable trading)
4.7 To borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act 1993)
4.8 To acquire or hire property of any kind
4.9 To let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act 1993)
4.10 To make grants or loans of money and to give guarantees
4.11 To set aside funds for special purposes or as reserves against future expenditure
4.12 To deposit or invest in funds in any manner (but to invest only after obtaining advice from a financial expert and having regard to the suitability of investments and the need for diversification)
4.13 To delegate the management of investments to a financial expert, but only on terms that:
(1) the investment policy is set down in writing for the financial expert by the Council
(2) every transaction is reported promptly to the Council
(3) the performance of the investments is reviewed regularly with the Council
(4) the Council are entitled to cancel the delegation arrangement at any time
(5) the investment policy and the delegation arrangement are reviewed at least once a year
(6) all payments due to the financial expert are on a scale or at a level which is agreed in advance and are notified promptly to the Council on receipt
(7) the financial expert must not do anything outside the powers of the Council
4.14 To arrange for investments or other property of the Society to be held in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Council or of a financial expert acting under their instructions and to pay any reasonable fee required
4.15 To insure the property of the Society against any foreseeable risk and take out other insurance policies to protect the Society when required
4.16 To insure the Council members against the costs of a successful defence to a criminal prosecution brought against them as charity trustees or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty, unless the Council member concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty
4.17 Subject to clause 5, to employ paid or unpaid agents, staff or advisers
4.18 To enter into contracts to provide services to or on behalf of other bodies
4.19 To establish subsidiary companies to assist or act as agents for the Society
4.20 To pay the costs of forming the Society
4.21 To do anything else within the law which promotes or helps to promote the Objects
5. Benefits to Members and Council Members
5.1 The property and funds of the Society must be used only for promoting the Objects and do not belong to the members of the Society but
(1) members who are not Council members may be employed by or enter into contracts with the Society and receive reasonable payment for goods or services supplied
(2) members (including members of the Council) may be paid interest at a reasonable rate on money lent to the Society
(3) members (including members of the Council) may be paid a reasonable rent or hiring fee for property let or hired to the Society
(4) individual members who are not Council members but who are also beneficiaries may receive charitable benefits in that capacity
5.2 A Council member must not receive any payment of money or other material benefit (whether directly or indirectly) from the Society except
(1) as mentioned in clauses 4.16, 5.1(2), 5.1(3) or 5.3
(2) reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in running the Society
(3) an indemnity in respect of any liabilities properly incurred in running the Society (including the costs of a successful defence to criminal proceedings)
(4) payment to any company in which a Council member has no more than a 1 per cent shareholding
(5) in exceptional cases, other payments or benefits (but only with the written approval of the Commission in advance)
5.3 Any Council member (or any firm or company of which a Council member is a member or employee) may enter into a contract with the Society to supply goods or services in return for a payment or other material benefit but only if
(1) the goods or services are actually required by the Society
(2) the nature and level of remuneration is no more than is reasonable in relation to the value of the goods or services and is set in accordance with the procedure in clause 5.4
(3) no more than one half of the Council are subject to such a contract in any financial year
5.4 Whenever a Council member has a personal interest in a matter to be discussed at a meeting of the Council or a committee the Council member concerned must:
(1) declare an interest at or before discussion begins on the matter
(2) withdraw from the meeting for that item unless expressly invited to remain in order to provide information
(3) not be counted in quorum for that part of the meeting
(4) withdraw during the vote and have no vote on the matter
5.5 This clause may not be amended without the prior written consent of the Commission
6. Limited Liability
The liability of members is limited
7. Guarantee
Every member promises, if the Society is dissolved while he, she or it remains a member or within 12 months afterwards, to pay up to £1 towards the costs of dissolution and the liabilities incurred by the Society while the contributor was a member
8. Dissolution
8.1 If the Society is dissolved the assets (if any) remaining after provision has been made for all its liabilities must be applied in one or more of the following ways:
(1) by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects
(2) directly for the Objects or charitable purposes within or similar to the Objects
(3) in such other manner consistent with charitable status as the Commission approve in writing in advance
8.2 A final report and statement of account must be sent to the Commission
9. Interpretation
9.1 Words and expressions defined in the Articles have the same meanings in this Memorandum
9.2 References to an Act of Parliament are references to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it
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