Memorandum of Association
The name of the company (hereinafter called "the Association") is
"EUROPEAN COMMUNITIES TRADE MARK ASSOCIATION".
2. The registered office of the Association shall be situated in England.
3. The objects for which the Association is established are:
- A. To maintain and improve the professional standards and expertise of Professional Representatives in trade mark matters having a place of business or employment in a Member State of the European Economic Community;
- B. To consider and promote improvements in the legal protection available for trade marks in the European Economic Community and elsewhere and to support or oppose alterations therein and to effect improvements in administration;
- C. To provide the Commission of the European Communities and other Community authorities and governments and national authorities in the Communities with means for ascertaining the views of Professional Representatives in trade mark matters as regards the protection of trade marks in the Communities and all matters related;
- D. To co-operate with the Community Trade Mark Office (as established under the European Economic Community Treaty) and other international authorities, in,
- a. administering the law concerning the registration and other means of protection of trade marks in the European Economic Community; and
- b. establishing and maintaining standards of qualification and a code of professional conduct for the representatives to practice before the Office,
- Clauses E. and F. have been deleted.
- G. To consider, afford advice to and diffuse information on all matters affecting Professional Representatives in trade mark matters and to print, publish, issue, circulate and give access to such papers and other publications as may seem conducive to the attainment of any of the objects of the Association;
- H. To procure the delivery of lectures on all matters affecting Professional Representatives in trade mark matters;
- I. To cultivate and obtain reciprocal relations with kindred associations whether of a national or an international nature;
- J. To provide facilities for social intercourse between the Members of the Association and their friends;
- K. To purchase, take on lease, exchange, hire or otherwise acquire and hold for any estate or interest any real or personal property and any rights or privileges which the Association may consider necessary or convenient for the purposes of its activities;
- L. To sell, manage, lease, mortgage, dispose of, or otherwise deal with all or any part of the property of the Association;
- M. To take such steps by personal or written appeals, public meetings, or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise;
- N. To borrow and raise money in such manner as the Association may think fit;
- O. To undertake and execute any trusts the undertaking whereof the Association may consider to be desirable, either gratuitously or otherwise;
- P. To enter into any arrangement with the Commission of the European Communities or any other international authority or with any government or national authority that may seem conducive to the attainment of the Association’s objects or any of them, and to obtain from such authority and to exercise any rights, privileges, licences and concessions which may seem desirable;
- Q. To invest the monies of the Association not immediately required for its purposes in or upon 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 hereinafter provided;
- R. To apply the money of the Association in any way in or towards the establishment, maintenance, benefit, or extension of any association, institution, fund, exhibition, or show intended to advance the interests of Professional Representatives in trade mark matters, and whether or not in common with other classes of persons, and to contribute to any fund raised by local or public subscription for any purpose whatever or to any charitable object;
- S. To provide a superannuation fund for the employees of the Association, or otherwise to assist any such employees and their dependants;
- T. To form, establish and bring out, or assist in bringing out any other associations having objects similar, or partly similar, to those of this Association, and to subscribe for and to shares of debentures, bonds or obligations of any such associations and guarantee the payment of any securities issued by any such associations;
- U. To amalgamate with any companies, institutions, societies or associations having objects altogether or in part similar to those of this Association;
- V. To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements, of any one or more of the companies, institutions, societies or associations with which this Association is authorised to amalgamate;
- W. To transfer all or any part of the property, assets, liabilities and engagements of this Association to any one or more of the companies, institutions, societies or associations with which this Association is authorised to amalgamate;
- X. To do all such other lawful things as are incidental or conducive to the attainment of the above objects or any of them;
- Y. While remaining primarily a Trade Mark Association, to do in relation to designs all that it is empowered to do in relation to trade marks, as though references to trade marks in this clause 3 were references also to design provided that,
- I. In case the Association shall take or hold any property which may be subject to any trusts, the Association shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts;
- II. The objects of the Association shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers; and
- III. In case the Association shall take or hold any property subject to the jurisdiction of the Charity Commissioners for 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 Council of the Association shall be chargeable for any such property that my 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 could as such Council have been if no incorporation had been effected, and the incorporation of the Association shall not diminish or impair any control or authority exercisable by the Chancery Division of the High Court or the Charity Commissioners over such Council but it shall as regards any such property by subject jointly and separately to such control or authority as if the Association were not incorporated,
4. The income and property of the Association 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 Association.
Provided that nothing herein shall prevent any payment in good faith by the Association of reasonable and proper remuneration to any Member, officer or servant of the Association for any services rendered to the Association nor prevent the payment of interest on money lent by any Member of the Association at a rate per annum not exceeding 2 per cent less than the minimum lending rate prescribed for the time being by the Bank of England, or 3 per cent whichever is the greater, or of reasonable and proper rent for premises demised or let by any Member of the Association or of fees, remuneration or other benefit in money or money’s worth to a company of which a Member of the Association may be a Member or to any Member of the Association of out-of-pocket expenses.
5. The liability of the Members is limited.
6. Every Member of the Association (other than an Honorary Member) undertakes to contribute to the assets of the Association, 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 Association 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 ten pounds.
7. 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 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 at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then to some charitable object.