Cremation Society of G.B. - Memorandum of Association

THE COMPANIES ACT 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND
NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION
of
THE CREMATION SOCIETY OF GREAT BRITAIN


1.	The name of the Society is "THE CREMATION SOCIETY OF GREAT BRITAIN"
2.	The registered office of the Society shall be situate in England
3.	The objects for which the Society is established are:-
	(1)	to promote the practice of cremation for the respectful disposal of the bodies of dead persons; and
	(2)	to advance public education in the practice and ethics of cremation.
	(3)	to investigate methods of disposing of the bodies of dead persons which appear to the Society to be superior to cremation and, if the Society thinks fit, to promote such methods and advance public education in their practice and ethics either instead or or in addition to cremation.
4.	In pursuance of the Objects and as ancillary thereto the Society shall have power:
	(a)	to organise meetings and lectures, to foster research and to disseminate knowledge about cremation by any other appropriate means
	(b)	to co-operate with other organisations and individuals, both national and international
	(c)	to encourage the highest operational and ethical standards in cremation practice through the establishment, ownership, management of or investment in crematoria and associated facilities and by such other means as the Council thinks fit
	(d)	in respect of any method of disposing of the bodies of dead persons other than cremation which the Society decides to investigate or promote, to act in a like manner as it can act in respect of cremation; and
	(e)	to pay for the cost of cremation for deceased members and others
	(f)	to deposit or invest 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)
	(g)	to delegate the management of investments to a financial expert, but only on terms that:
		(i)	the investment policy is set down in writing for the financial expert by the Council
		(ii)	every transaction is reported promptly to the Council
		(iii)	the performance of the investments is reviewed regularly with the Council
		(iv)	the Council is entitled to cancel the delegation arrangement at any time
		(v)	the investment policy and the delegation arrangement are reviewed at least once a year
		(vi)	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
		(vii)	the financial expert must not do anything outside the powers of the Council
	(h)	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
	(i)	to insure members of the Council against the costs of a successful defence to a criminal prosecution brought against them as charity trustees or against personal liability:
		(i)	which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Society;
		(ii)	to make contributions to the assets of the Society in accordance with the provisions of section 214 of the Insolvency Act 1986;
		but provided that such insurance shall not extend to:
		(iii)	any liability resulting from any act or omission which the Council member in question knew, or must be assumed to have known, or was reckless whether, such act or omission was not in the best interests of the Society;
		(iv)	any liability to pay the costs of an unsuccessful defence to a criminal prosecution for offences arising out of fraud or dishonesty or reckless misconduct on the part of the Council member in question; or
		(v)	any liability to pay a fine.
5.1	A member of the Council must not receive any payment of money or other material benefit (whether directly or indirectly) from the Society except
	5.1.1	as mentioned in clauses 4(e) or 4(i)
	5.1.2	reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in running the Society
	5.1.3	an indemnity in respect of any liabilities properly incurred in running the Society (including the costs of a successful defence to criminal proceedings)
	5.1.4	payment to any company in which a member of the Council has no more than a 1% shareholding
	5.1.5	remuneration from any company in which the Society directly or indirectly holds a majority of the shares or is entitled to a majority of the votes provided that a majority of the members of the Council do not receive such remuneration
	5.1.6	in exceptional cases, other payments or benefits but only with the written approval of the Commission in advance
5.2	Whenever a member of the Council has a personal interest in a matter to be discussed at a meeting of the Council or a committee the member concerned must:
	5.2.1	declare an interest at or before discussion begins on the matter
	5.2.2	withdraw from the meeting for that item unless expressly invited to remain in order to provide information
	5.2.3	not be counted in the quorum for that part of the meeting
	5.2.4	withdraw during the vote and have no vote on the matter
6.	The liability of the members is limited.
7.	Every member of the Society undertakes to contribute to the assets of the Society, 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 Society 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 (50p) fifty pence.
8.	If upon the winding up or dissolution of the Society 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 Society, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Society, and which shall prohibit the distribution of its or their income and property to an extent at least as great as imposed on the Society by virtue of clause 5 hereof, such institution or institutions to be determined by the members of the Society at or before the time of dissolution, and in so far as effect cannot be given to such provisions, then to some other charitable object.

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 DESCRIPTIONS OF SUBSCRIBERS

JOHN TWEEDY, F.R.C.S.,
100, Harley Street, London W.1.

FRANCIS H. SKRINE,
157, Victoria Street, S.W.1.
Indian Civil Service (retired).

HERBERT T. HERRING, O.B.E., M.B., B.S.,
50, Harley Street, W.1.

A. E. BERNAYS,
Park Gate Hotel, Richmond, Surrey.
Gentleman

MALCOLM L. MORRIS, K.C.V.O.,
11, Marlborough Place, N.W.8.
Surgeon

E. ALEC TWEEDIE
2, Whitehall Court, S.W.1.
Author and Artist

J. C. SWINBURNE-HANHAM
106 Goldhurst Terrace, N.W.6.
Barrister-at-Law.

Dated the 30th day of June, 1922.

Witness to the above signatures:
George A. Noble,
52, New Cavendish Street, W.1.
Incorporated Secretary

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