Memorandum - Scottish Parent Councils Association

Membership - Memorandum

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This is the Memorandum of Association of the Company
as altered by Special Resolutions passed on 4 June 2007

THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM of ASSOCIATION

SCOTTISH PARENT COUNCILS ASSOCIATION

1. The Company’s name is “Scottish Parent Councils Association”.

2. The Company’s registered office is to be situated in Scotland

3. ^*The Company’s objects are:

(1) To advance education by:

improving the contribution made by Parent Councils, Parent Teacher Associations, Parent Associations (together “Parents’ Groups”) and parents of children in the school education system (“Parents”), to the quality of education within Scottish schools;
supporting Parents and Parents’ Groups through the provision of advice and information;
encouraging the involvement of Parents in schools to support schools in their work with pupils;
representing Parents’ Groups and Parents in relation to educational policy at a national level.

(2) To advance citizenship by promoting in the public interest the security and safety of those attending schools in Scotland

In carrying out its activities, the Company shall at all times act in a manner which is non party-political and non sectarian.

In pursuance of the above objects (but not otherwise) the Company shall have the following powers:-

To provide information, advisory and/or support services which further the aims of the Company.
^*To liaise with parent councils (and, for so long as they continue to exist, with School Boards), parent forums, parents, educational establishments, local authorities, voluntary sector bodies and others, with a view to co-ordinating effort in furthering the Company’s aims.
To advise in relation to, prepare, organise and/or conduct training courses and programmes, conferences and other events.
To prepare, print, publish and/or distribute information packs, leaflets, newsletters, books, posters and other material, audio and visual recordings, multimedia products and display materials.
To commission and/or conduct research and to disseminate the results of such research.
To carry on any other activity which may be appropriately carried out in connection with any of the objects of the Company.
To promote companies whose activities may further one or more of the above objects or which may generate income to support the activities of the Company, acquire and hold shares, stocks, debentures, and other interests in such companies and carry out, in relation to any such company which is a subsidiary of the Company, all such functions as may be associated with a holding company.
To purchase, take on feu, lease, hire, take in exchange, and otherwise acquire any property and rights which may be advantageous for the purposes of the activities of the Company.
To improve, manage, exploit, develop, turn to account and otherwise deal with all or any part of the undertaking, property and rights of the Company.
To sell, feu, let, hire, license, give in exchange and otherwise dispose of all or any part of the undertaking, property and rights of the Company.
To lend money and give credit to any person, with or without security, and to grant guarantees and contracts of indemnity on behalf of any person.
To borrow money and give security for the payment of money by, or the performance of other obligations of, the Company or any other person.
To draw, make, accept, endorse, discount, negotiate, execute and issue cheques and other negotiable or transferable instruments.
To remunerate any individual in the employment of the Company and to establish, maintain and contribute to any pension or superannuation fund for the benefit of, and to give or procure the giving of any donation, pension, allowance or remuneration to, and to make any payment for or towards the insurance of, any individual who is or was at any time in the employment of the Company and the spouse, widow/er, relatives and dependants of any such individual; to establish, subsidise and subscribe to any institution, association, club and fund which may benefit any such person.
To oppose or object to any application or proceedings which may prejudice the Company’s interests.
To enter into any arrangement with any organisation, government or authority which may be advantageous for the purposes of the activities of the Company and to obtain from any such organisation, government or authority any right, privilege or concession.
*To enter into any arrangement for co-operation or mutual assistance with any charity, whether incorporated or unincorporated.
To effect insurance against risks of all kinds.
To invest funds not immediately required for the purposes of the Company’s activities in such investments and securities (including land in any part of the world) and that in such manner as may from time to time be considered advantageous (subject to compliance with any applicable legal requirement) and to dispose of and vary such investments and securities.
To establish and support any association or other unincorporated body having objects altogether or in part similar to those of the Company and to promote any company or other incorporated body formed for the purpose of carrying on any activity which the Company is authorised to carry on.
^*To subscribe and make contributions to or otherwise support charities, whether incorporated or unincorporated, and to make donations for any charitable purpose connected with the activities of the Company or with the furtherance of its objects.
To accept subscriptions, grants, donations, gifts, legacies and endowments of all kinds, either absolutely or conditionally or in trust for any of the objects of the Company.
To take such steps (by way of personal or written appeals, public meetings or otherwise) as may be deemed expedient for the purpose of procuring contributions to the funds of the Company, whether by way of subscriptions, grants, loans, donations or otherwise.
To carry out any of these objects in any part of the world as principal, agent, contractor, trustee or in any other capacity and through an agent, contractor, sub-contractor, trustee or any person acting in any other capacity and either alone or in conjunction with others.
To do anything which may be incidental or conducive to the attainment of any of the objects of the Company.

And it is declared that

(i) in this clause where the context so admits, “property” means any property, heritable or moveable, real or personal, wherever situated;

(ii) ^*in this clause, and throughout this memorandum of association,

(A) the expression “charity” shall mean a body which is either a “Scottish charity” within the meaning of Section 13 of the Charities and Trustee Investment (Scotland) Act 2005 or a “charity” within the meaning of Section 96 of the Charities Act 1993
(B)the expression “charitable purpose” shall mean a charitable purpose under Section 7 of the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a charitable purpose in relation to the application of Sections 505 and 506 of the Income and Corporation Taxes Act 1988;

(iii) *any reference in this memorandum of association to the provision of any legislation shall include any statutory modification or re-enactment of that provision in force from time to time;

(iv) until such time as the provisions of the Scottish Schools (Parental Involvement) Act 2006 relating to the establishment of Parent Councils have come into force, all the references in this memorandum of association to ‘Parent Councils’ shall, insofar as the context allows, be deemed to be references to ‘School Boards’.

4. The income and property of the Company shall be applied solely towards the promotion of its objects 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 members of the Company.

5. The liability of the members is limited.

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

7. ^*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 members of the Company, but shall be given or transferred to some other charity or charities having objects similar to the objects of the Company, 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 Company under or by virtue of Clause 4 hereof, such charity or charities to be determined by the members of the Company 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 purpose or purposes.

WE, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum.

Names and addresses of subscribers.

1. Jordan Nominees (Scotland) Limited
24 Great King Street
Edinburgh
EH3 6QN

2. Owalds International Formations Limited
24 Great King Street
Edinburgh
EH3 6QN

Dated this 16th day of August, 1994

Witness to the above signatures:-

Cathie Balneaves
24 Great King Street
Edinburgh
EH3 6QN
Company Registration Agent