Memorandum of Association of European Headache Federation

1. Name
The name of the Company is “EUROPEAN HEADACHE FEDERATION”.

2. Registered Office
The registered office of the Company will be situated in England and Wales.

3. Objects and Powers
3.1 The objects for which the Company is established are to relieve sickness and to protect and preserve health in Europe and elsewhere in particular by widening and extending interest in and providing an understanding of headache, by promoting better care and treatment of those suffering from headache and by provision of education in the management of headache disorders.

3.2. In furtherance of the above objects, and subject to the provisions of Clause 3.3, but not further or otherwise, the Company shall have the following powers:-

3.2.1 To promote, organise, conduct and co-ordinate research activities in the headache field within and outside Europe and to disseminate the results of any such research;

3.2.2 To provide training and education to scientists, physicians, other health workers (professional or otherwise) and any other persons in the diagnosis, treatment and management of headache;

3.2.3 To encourage, facilitate and support (whether financially or otherwise) the teaching of the practical and scientific aspects of work in headache to scientists, physicians, other health workers and any other persons including arranging for or enabling such persons to visit established research laboratories and clinical institutions with teaching facilities;

3.2.4 To encourage and assist in the creation of national headache societies in European countries where no such society already exists and to provide support, advice and encouragement to existing national headache societies;

3.2.5 To encourage the management of headache in a scientific, and ethical manner;

3.2.6 To promote, arrange, and conduct either alone or jointly with others congresses, meetings, seminars, symposia, conferences, lectures, discussions, and courses of study on, or concerning, or in the field of headache, and related disciplines;

3.2.7 To hold exhibitions, meetings, lectures, classes, seminars and courses, either alone or with others;

3.2.8 To cause to be written, and printed or otherwise reproduced and circulated, gratuitously or otherwise, and to contribute to journals, periodicals, magazines, books, leaflets or other documents or films or recorded tapes;

3.2.9 To establish, give and award prizes, medals, certificates and other honours to encourage and inspire study in the field of headache;

3.2.10 To co-operate and enter into arrangements with any authorities, national, local or otherwise;

3.2.11 To accept subscriptions, donations, grants, devises and bequests of, and to purchase, take on lease or in exchange, hire or otherwise acquire and hold, any real or personal estate, maintain and alter any of the same as are necessary for any of the objects of the Company and (subject to such consents as may be required by law) sell lease or otherwise dispose of or mortgage any such real or personal estate;

3.2.12 To issue appeals, hold public meetings and take such other steps as may be required for the purpose of procuring contributions to the funds of the Company in the shape of donations, subscriptions, grants or otherwise;

3.2.13 To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, and other instruments, and to operate bank accounts;

3.2.14 To borrow or raise money for the objects of the Company on such terms and (with such consents as are required by law) on such security as may be thought fit provided that the Company shall not undertake save through a subsidiary any permanent trading activities in raising funds for the objects of the Company;

3.2.15 To take and accept any gift of money, property or other assets, whether subject to any special trust or not, for any one or more of the objects of the Company; 3.2.16 To invest the money of the Company not immediately required for its objects in or on 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 provided below;

3.2.17 To make any charitable donation either in cash or in assets for the furtherance of the objects of the Company;

3.2.18 To establish and support any charitable association or body, and to subscribe or guarantee money for charitable purposes calculated to further the objects of the Company;

3.2.19 To establish a wholly owned subsidiary company or companies through which to advance the objects of the Company (or any of them) and whether such subsidiary (or any of them) engages in trade or not provided with regard to any subsidiary that does engage in trade that all profits are covenanted to the Company for any one or more of the objects of the Company, or are otherwise secured to the Company on terms which permit payment free (so far as may be) of Corporation Tax, or which permit the subsidiary, or the Company to recover any such tax so paid;

3.2.20 To employ and pay any person or persons to supervise, organise, carry on the work of and advise the Company;

3.2.21 To insure and arrange insurance cover for, and to indemnify its officers, servants and voluntary workers and those of its members from and against, all such risks incurred in the course of the performance of their duties as may be thought fit;

3.2.22 To provide indemnity insurance to cover the liability of the Board (or any of them) 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 Company: Provided that any such insurance shall not extend to any claim arising from any act or omission which the Board (or any of them) knew to be a breach of trust or breach of duty or which was committed by the Board (or any of them) in reckless disregard of whether it was a breach of trust or breach of duty or not.

3.2.23 Subject to the provisions of Clause 4 of this Memorandum of Association, to pay reasonable annual sums or premiums for or towards the provision of pensions for officers or servants for the time being of the Company or their dependents;

3.2.24 To amalgamate with any companies, institutions, societies or associations which are charitable at law, and have objects altogether or mainly similar to those of the Company and prohibit the payment of any dividend or profit to, and the distribution of any of the assets amongst, their members at least to the same extent as such payments or distributions are prohibited in the case of members of the Company, by this Memorandum of Association;

3.2.25 To pay out of the funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company;

3.2.26 To establish where necessary local branches (whether autonomous or not);

3.2.27 To do all such other lawful things as shall further the above objects or any of them;

3.3 Provided that:

3.3.1 In case the Company shall take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

3.3.2 The objects of the Company shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers.

3.3.3 In case the Company shall take or hold any property subject to the jurisdiction of the Charity Commissioners for England and Wales, the Company 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 Board or other governing body of the Company shall be chargeable for any such property that 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 if no incorporation had been effected, and the incorporation of the Company shall not diminish or impair any control or authority exercisable by the Chancery Division or the Charity Commissioners over such Board or governing body, but they shall as regards any such property be subject jointly and separately to such control or authority as if the Company were not incorporated.

3.4 For the purposes of this clause 3, the term “Europe” includes any country or independent island state situated in, forming part of or bordering Europe, Scandinavia and the Mediterranean and any other country which considers itself or holds itself out to be European.

4. Application of Income and Property
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, and no member of its Board or governing body shall be appointed to any office of the Company paid by salary or fees, or receive any remuneration or other benefit, in money or money’s worth from the Company provided that nothing shall prevent a payment in good faith by the Company:

4.1. Of reasonable and proper remuneration to any member of its Board or other governing body, member, officer or servant of the Company for any services rendered to the Company, other than as a member of the Board or other governing body; or

4.2. Of interest on money lent by any member of the Company or of its Board or other governing body at a rate of interest per year not exceeding 2 per cent less than the published base lending rate prescribed for the time being by a clearing bank selected by the Board or other governing body, or 3 per cent whichever is the greater; or

4.3 Of reasonable and proper rent for premises demised or let by any member of the Company or of its Board or other governing body; or

4.4. Of fees, remuneration or other benefit in money or money’s worth to any company of which a member of the Board or other governing body may be a member holding not more than 1/100th part of the capital of that company; or

4.5. To any member of its Board or other governing body, of reasonable and proper out-of-pocket expenses.

5. Limited Liability
The liability of the members is limited.

6. Contribution to Assets of the Company
Every member of the Company undertakes to contribute to the assets of the Company, 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 Company 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 one pound sterling.

7. Surplus Assets
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 charitable institution or institutions 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 institution or institutions 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 object.