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(6) To prepare, edit, print, publish, issue, acquire and circulate books, papers, periodicals, gazettes, circulars and other literary undertakings treating of or bearing upon the said trades or industries or any of them and to establish, form and maintain museums, collections, libraries and collections of literature, statistics, scientific data and other information relating to the said trades or industries or any of them or to matters of interest to the Members thereof, and to translate, compile, collect, publish, lend and sell, and endeavour to secure, or contribute to, the translation, compilation, collection and publication, by Parliament, Government Departments and other bodies or persons, of any such literature, statistics and information, and to disseminate the same by means of the reading of papers, delivery of lectures, giving of advice, the appointment of advisory officers or otherwise.
(c) To retain or employ skilled, professional or technical advisers or workers in connection with the objects of the Association, and to pay therefor such fees or remuneration as may be thought expedient, also to found, aid, maintain and endow scholarships and bursaries for the remuneration, instruction and support of students in research work, or persons engaged in studying the principles involved in any of the said trades or industries or connected therewith, whether in the laboratories of the Association or elsewhere, and to employ and remunerate as may be expedient, instructors and supervisors for such students and also for persons engaged in studying the principles involved in any of the said trades or industries or connected therewith, paying due regard to the provision of instruction by existing institutions.
(d) To encourage the discovery of, and investigate and make known the nature and merits of inventions, improvements, processes, materials and designs which may seem capable of being used by Members of the Association for any
of the purposes of the said trades or industries or any of them and to acquire any patents or licenses relating to any such inventions, improvements of processes, and to acquire and register any designs or standardisation marks, whether for general or special purposes, with a view to the use thereof by Members of the Association and others upon such terms as may seem expedient, and to develop, perfect and test the value of such inventions, improvements, processes and designs by manufacturing, exhibiting and placing on the market any article or substances to which the same may be capable of application.
(e) To apply to the Government, public bodies, Urban, Local, Municipal, County and other bodies, corporations, companies or persons for, and to accept grants of money and (subject to Section 19 of the Companies (Consolidation) Act, 1908) of land, donations, gifts, subscriptions and other assistance with a view to promoting the objects of the Association, and to discuss and negotiate with the Committee of the Privy Council for Scientific and Industrial Research and other Government Departments, public and other bodies, corporations, companies or persons, schemes of research and other work and matters within the objects of the Association and to conform to any proper conditions upon which such grants and other payments may be made.
() To establish, promote, coöperate with, become a member of, act as, or appoint trustees, agents or delegates for, control, manage, superintend, afford financial assistance to, or otherwise assist the research work of any associations and institutions and other bodies incorporated or not incorporated, whose objects include scientific or industrial research.
(g) To establish, maintain, control and manage branches of the Association in the United Kingdom and elsewhere as may seem expedient, and from time to time to determine the constitution, rights, privileges, obligations and duties of such branches, and, when thought fit, to dissolve and modify the same.
(h). To undertake and execute any trusts which may be conducive to any of the objects of the Association.
(i) To carry out any of the above-mentioned research or other scientific work, and to do all or any of the above-mentioned things whether affecting the whole of the said trades or industries or merely one or more particular parts or sections of the said trades or industries or any of them or the business of any particular member or group of members of the Association, and, in the case of work not affecting the whole of the said trades or industries, to make such arrangements as to special payment by such particular sections or members or groups of members as may be expedient.
() To borrow or raise any money that may be required by the Association upon such terms as may be deemed advisable, and in particular by the issue of bonds, debentures, bills of exchange, promissory notes or other obligations or securities of the Association, or by mortgage or charge of all or any part of the property of the Association.
(k) To draw, make, accept, indorse, discount, execute and issue promissory notes, bills of exchange and other negotiable or transferable instruments.
(1) To invest the moneys of the Association not immediately required in any one or more of the modes of investment for the time being authorised by law for the investment of trust moneys and in such manner as may from time to time be determined.
(m) Subject to the provisions of the 19th Section of the Companies (Consolidation) Act, 1908, to purchase, take on lease or in exchange, hire or otherwise acquire any real and personal property, and in particular any land, buildings, workshops, factories, laboratories, machinery, plant, apparatus, appliances and any rights or privileges necessary or convenient for the purposes of the Association, and to construct, erect, alter, improve and maintain any buildings which may be from time to time required for the purposes of the Association, and to manage, develop, sell, demise, let, mortgage, dispose of, turn to account or otherwise deal with all or part of the same with a view to the promotion of the objects of the Association.
(n) To pay all expenses, preliminary or incidental to the formation of the Association and its registration.
(6) To use the funds of the Association in the employment of persons of
learning or skill, and the provision and use of buildings, and of instruments, materials and appliances, and of any of the equipment of the Association for any form of scientific studies which may be considered to have some bearing, whether immediate or ultimate, on practical problems involved in the nature or use of
(D) To collect, arrange, index and publish information as to materials, patents, processes, machines, appliances and tools used or known in or in regard to
or the said trades or industries or likely to be useful thereto, and to establish and maintain a Bureau of Information for the benefit of members of the Association.
(9) To establish and support or aid in the establishment and support of Associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the Association or the dependents or connections of such persons, and to grant pensions and allowances to and to make payments towards insurance of such persons.
(-) To procure the Association to be registered or recognised in any part of the British Empire or in any foreign country or place.
(s) To do all such other lawful things as may be incidental to or conducive to the attainment of the above objects.
Provided always that nothing herein contained shall empower the Association to carry on the business of life assurance, personal accident assurance, fire insurance or employers' liability insurance or the business of insurance within the meaning of the Assurance Companies Act, 1909, Section 1. Provided also that the Association 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 Association, would make it a trade union.
Provided also that in case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners or Board of Education for England and Wales, or any authority exercising corresponding jurisdiction outside England and Wales, the Association 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 Managers or Trustees of the Association shall be chargeable for such property as 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 Managers or Trustees have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control or authority exerciseable by the Chancery Division, the Charity Commissioners, or the Board of Education or any such other authority as aforesaid over such Managers or Trustees, but they shall, as regards any such property, be subject.jointly and separately to such control or authority as if the Association were not incorpoa.
rated. In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with the same in such manner as allowed by law having regard to such trusts.
4. The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association, and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, gift, division, bonus or otherwise howsoever by way of profit, to the Members of the Association.
Provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or servant of the Association or to any member of the Association, in return for any services actually rendered to the Association, or for any material, labour, plant or power supplied for experimental purposes, nor prevent the payment of interest at a rate not exceeding six per centum per annum on money lent, or payment of a reasonable and proper rent for premises demised or let by any Member of the Association, but so that no member of the Council or Governing Body of the Association shall be appointed to any salaried office of the Association or any office of the Association paid by fees, and that no remuneration or other benefit in money or money's worth shall be given by the Association to any Member of such Council or Governing Body except by way of repayment of out-ofpocket expenses and interest at the rate aforesaid on money lent or the payment of a reasonable and proper rent for premises demised or let to the Association (or any remuneration to any member of the Council in accordance with any recommendation by or with the approval of the Committee of the Privy Council for Scientific and Industrial Research), provided that nothing hereinbefore contained shall prevent any payment to any Railway, Gas, Electric Lighting, Water, Cable or Telephone Company of which a member of the Council may be a member, or to any corporate body of which a member of the Council may be a member or shareholder holding less than one-hundredth part of its capital or to any other corporate body or to any firm with the previous consent of the Committee of the Privy Council for Scientific and Industrial Research, and Members shall not be bound to account for any share of profits they may receive in respect of any such payment.
Provided also that nothing herein shall prevent any Member of the Association, whether a member of the Council or not, from exercising any processes and making, using, acquiring and vending any articles and things in the ordinary course of his business for profit or otherwise under any license or permission in respect of any discovery, invention and patents resulting from the work of the Association.
5. No addition, alteration or amendment shall be made to or in the regulations contained in the Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by the Board of Trade in consultation with the Committee of the Privy Council for Scientific and Industrial Research.
6. The fourth and fifth paragraphs of this Memorandum contain conditions on which a license is granted by the Board of Trade to the Association in pursuance of Section 20 of the Companies (Consolidation) Act, 1908.
7. The liability of the Members is limited.
8. Every Member of the Association undertakes to contribute to the assets of the Association, in the event of the same being wound up during the time that he is a Member, or within one year afterwards, for payment of the debts and liabilities of the Association contracted before the time at which he ceases to be a Member, and of the costs, charges and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding £5.
9. If upon the winding up or dissolution of the Association 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 Association, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association, and which shall prohibit the distribution of its or their income and property amongst its or their Members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the Members of the Association, subject to the approval of the Committee of the Privy Council for Scientific and Industrial Research at or before the time of dissolution, or in default thereof by such Judge of the High Court of Justice as may have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to the aforesaid provision, then to some charitable object.
10. True accounts shall be kept of the sums of money received and expended by the Association, and the matters in respect of which such receipts and expenditure take place, and of the property credits and liabilities of the Association, 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 Association for the time being, shall be open to the inspection of the Members. Once at least in every year the accounts of the Association shall be examined, and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.