MEMORANDUM OF ASSOCIATION FOR A COMPANY

LIMITED BY GUARANTEE HAVING CHARITABLE STATUS

COMPANIES ACTS 1985 AND 1989

COMPANY LIMITED BY GUARANTEE AND NOT HAVING

A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION of THE UK FEDERATION OF SMALLER MENTAL HEALTH AGENCIES

1. The name of the Association (hereinafter called 'The Company') is The UK Federation of Smaller Mental Health Agencies.

2. The registered office of the Company will be situated in England.

3. The Company is established

(i) to promote all or any purpose for the benefit of the community which hereafter may be deemed by law to be charitable and in particular the advancement of education; the relief of sickness and the preservation and protection of good health of persons with mental health needs, problems or illness, by the provision of facilities, advice and support for such persons who are in need of assistance and support; the furtherance of health generally and the relief of poverty, distress and sickness.

(ii) to preserve and protect the mental health of the community by promoting high and consistent standards of care, policies, facilities and support; by promoting or by assisting the promotion of; research into all aspects of mental health; and by disseminating the useful results of such research for the benefit of the public

(iii) to promote good race relations and equal rights for all persons having mental health needs, problems, sickness or distress irrespective of ethnic and cultural background

In furtherance of the said objects, but not further or otherwise, the Cornpany shall have power:

(a) to liaise and act as a forum for the exchange of information between charitable and non-charitable agencies;

(b) to co-ordinate the activities of both charities and voluntary organisations;

(c) to represent the views of charities and organisations on relevant subjects to the policy makers;

(d) to provide advice and information to charities and voluntary organisations;

(e) to provide or assist in the provision of training for charities, voluntary organisations, their staff and volunteer workers;

(f) to write, print or otherwise reproduce and circulate, gratuitously or otherwise, periodicals, magazines, books, leaflets or other documents or films or recorded tapes;

(g) to hold exhibitions, meetings, lectures, classes, seminars, workshops, courses or other events either alone or with others;

(h) to co-operate and enter into arrangements with any authorities, national, local or otherwise;

(i) to accept subscriptions, donations, 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;

(j) 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 or otherwise;

(k) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the Company;

(1) subject to such consents as may be required by law, to borrow and raise money for the objects of the Company on such terms and conditions and on such security as may be thought fit;

(m) to purchase, take on lease, or in exchange, hire or otherwise acquire real or personal property and rights or privileges and to construct, maintain and alter buildings or erections;

(n) to carry on trade in so far as either the trade is exercised in the course of the actual carrying out of a primary object of the company or such trade is temporary and ancillary to the carrying out of the said objects;

(o) 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;

(p) to subscribe for either absolutely or conditionally or otherwise acquire and hold shares, stocks, debentures, debenture stock or other securities or obligations of any other company;

(q) to invest the moneys of the Company not immediately required for its objects 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 be imposed or required by law and subject also as hereinafter provided;

(r) to make any charitable donation either in cash or assets for the furtherance of the objects of the Company;

(s) 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;

(t) to lend money and give credit to, take security for such loans or credit from and to guarantee and become or give security for the performance of contracts or obligations by any person or company as may be necessary for the work of the Company;

(u) to pay out of the funds of the Company the cost of any premium of any insurance or indemnity to cover the liability of the Committee (or any of them) which would otherwise attach to them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Company or against any liability incurred by the Committee in defending any criminal proceedings in which judgement is given in their favour PROVIDED THAT any such insurance or indemnity shall not extend to any claim arising from wilful fraud or wrongdoing or default on the part of the Committee (or any of them);

(v) to employ and pay any person or persons not being members of the Committee to supervise, organise, carry on the work of and advise the Company;

(w) 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;

(x) to pay, subject to the provisions of Clause 4 hereof, reasonable annual sums or premiums for or towards the provision of pensions for officers or servants for the time being of the Company and their dependants;

(y) to apply monies in insuring any buildings or other property to their full value;

(z) 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 their 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;

(aa) 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;

(bb) to establish where necessary local branches (whether autonomous or not);

(cc) to do all such other lawful things as shall further the above objects or any of them.

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 and no member of its Committee 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 herein shall prevent any payment in good faith by the Company:

(a) of reasonable and proper remuneration to any member, officer, employee or consultant of the Company not being a member of its Committee for any services rendered to the Company;

(b) of interest on money lent by any member of the Company or of its Committee at a rate per year not exceeding 2 per cent less than the minimum lending rate prescribed for the time being by a clearing bank selected by that Committee or 3 per cent whichever is the greater;

(c) of reasonable and proper rent for premises demised or let by any member of the Company or of its Committee;

(d) of fees, remuneration or other benefit in money or money's worth to a company of which a member of the Committee may be a member holding not more than 1/100th part of the capital of that company;

(e) to any member of its Committee of out-of-pocket expenses; and

(f) of reasonable and proper premiums of insurance or indemnity to cover the liabilities of the Committee (or any of them) effected in accordance with the power contained in Clause 3(u) hereof.

5. The liability of the members is limited.

6. 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 ten pounds.

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 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 in so far as effect cannot be given to such provision, then to some other charitable object.