UKeHA - articles and memorandum of association

Memorandum of Association of UK eHealth Association

Companies Act 1985 (as amended)

Company Limited by guarantee and not having a share capital

1. The name of the Company (hereinafter called "the Association") is "UK eHealth Association".

2. The registered office of the Association will be situate in England.

3. The objects for which the Association is established are to develop in close co-operation with its members the use and exchange of medical information and medical records, including diagnostic and clinical images from one site to another by the use of electronic communications to improve patient care, the quality of medical practice and in particular:-

(i) To encourage improvement in health care delivery through the application of Telecommunications technology.

(ii) To protect the professional and ethical standards of the profession.

(iii) To assist and promote the development of Telemedicine policy and standards for the benefit of the caring professions and patients and to encourage the adoption of uniform worldwide standards and practice wherever appropriate.

(iv) To promote Telemedicine research and education.

(v) To ensure public and official confidence in and recognition of the value of Telemedicine to world health and to the individual.

(vi) To recognise the need for protection of intellectual property rights developed by the Telemedicine industry.

(vii) To interact with Telemedicine Associations in other countries.

(viii) To encourage the dissemination of Telemedicine information and services, to create opportunities for members to meet and share their knowledge, experience and ideas, to organise formal national and international occasions for that purpose and where appropriate to take united action in their common interests.
(ix) To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Association may think necessary or convenient for the promotion of its objections, and to construct, maintain and alter any buildings or erections necessary for the work of the Association.

(x) To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Association as may be thought necessary with a view to the promotion of its objections.

(xi) To borrow or raise money for the purposes of the Association on such terms and on such security as may be thought fit.

(xii) To invest the moneys 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.

(xiii) To establish and support or aid in the establishment and support of any associations or institutions and to subscribe or guarantee money for purposes in any way connected with the purposes of the Federation or calculated to further its objects.

(xiv) To do all such other things as are incidental or conducive to the attainment of the above objects or any of them.

4. The income of the Association, from wherever derived, shall be applied solely in promoting the above objects, and no distribution shall be made to its members in cash or otherwise.

5. The liability of the members is limited.

6. Every member of the Association 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 Five pounds.

7. If on the winding up of the Society there remains any surplus after the satisfaction of all its debts and liabilities, the surplus shall not be distributed among the members of the Society, but shall be given or transferred to some other body (whether or not it is a member of the Association) having objects similar to those of the Society, or to another body the objects of which are charitable.

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

GOWER NOMINEES LIMITED
55 Gower Street
London WC1E 6HQ
For Gower Nominees Limited

GOWER SECRETARIES LIMITED
55 Gower Street
London WC1E 6HQ

For Gower Secretaries Limited

___________________________________________________________________________

Dated this 1st day of December 1998

WITNESS to the above signatures:-

Miss J E Spong
217 Westrow Drive
Barking
Essex IG11 9BS

Legal Secretary

THE COMPANIES ACTS 1985 (as amended)
COMPANY LIMITED BY GUARANTEE AND NOT
HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
of
UK eHealth Association

GENERAL

1. The Regulations contained in Table C of the Companies (Tables A to F) Regulations 1985 shall not apply to this Company. The following shall be the Regulations of the Company together with those provisions of Table A of the Companies (Tables A to F) Regulations 1985 which are not inconsistent with these provisions.

2. In these Articles the words standing in the first column of the Table next hereinafter contained shall bear the meaning set opposite to them respectively in the second column thereof, if not inconsistent with the subject or context:

WORDS MEANINGS

The Act - The Companies Act, 1985 (as amended).

These Articles - These Articles of Association and the Regulations or Bye Laws of the Association from time to time in force.

Associate Members - Non voting members of the Association.

The Association - The above-named Company.

“electronic communication” has the same meaning as in the Electronic Communications Act 2000.

The Office - The registered office of the Association.

The Board of Trustees - The Board of Directors for the time being of the Association.

Member - All the Members of the Association who have paid their annual subscription.

Month - Calendar month.

Regulations - Regulations or Bye Laws, if any, adopted by the Board of Trustees and approved by the Voting Members at the next Annual General Meeting of the Association.

Voting Members - Members of the Association other than Associate Members.

Words importing the singular number only shall include the plural number and vice versa.

Words importing the masculine gender only shall include the feminine gender and the neuter; and

Words importing persons shall include corporations.

Subject as aforesaid, any words or expressions defined in the Act or any statutory modification thereof in force at the date on which these presents become binding on the Association shall, if not inconsistent with the subject or context, bear the same meanings in these presents.

3. For the purposes of registration the number of members of the Association is declared to be unlimited.

4. The Association is established for the purposes expressed in the Memorandum of Association.

MEMBERS

5. The Association shall consist of persons, unincorporated bodies companies having an interest in the objects of the Association and such persons as theBoard of Trustees shall admit to membership in accordance with the provisions hereinafter contained and shall be Members of the Association in the following categories:-

A. Voting Members

(1) Individual Members

Individuals eligible for membership include individuals who are interested in telemedicine research, education, development, support and services.

(2) Corporate Members

Companies, firms or unincorporated associations who have an interest in the objects of the Association.

B. Non-Voting Members

(1) Individuals whose contribution to the objects of the Association are substantial but who would not otherwise qualify for membership and who shall be deemed to be Honorary Members.

(2) Students who are not individual members.

6. Applications for admission to membership shall be submitted in writing to the Association. In the case of any application for membership the Board of Trustees may request such evidence of eligibility as they may think fit. The Board of Trustees shall then make its decision.

7. All Members shall pay their annual subscriptions to the funds of the Association at such rates or scales of rates as the Association in General Meeting may from time to time prescribe. Unless otherwise determined by the Board of Trustees, subscriptions shall be paid in advance not later than 31 December in each year.

8. Any Member may withdraw from the Association by giving not less than twelve months' prior written notice to the Board of Trustees.

9. The Board of Trustees may refuse to accept or to continue to receive the subscription of any Member who shall have wilfully acted in contravention of the Articles or Regulations of the Association, or who shall in the opinion of the Board of Trustees have been guilty of such conduct as shall have rendered him unfit to continue to be a Member of the Association and may remove his name from the Register of Members and he shall thereupon cease to be a Member of the Association and the Company Secretary shall notify him in writing to this effect; but he shall, notwithstanding his ceasing to be a Member, remain liable for any subscription or contribution which may be due from him at the time of his ceasing to be a Member. He shall not be eligible for re-admission as a Member unless otherwise determined by resolution of the Members passed by not less than three-fourths of the Voting Members at an Extraordinary General Meeting called to consider his re-admission.

The Member shall be given not less than seven days' notice in writing of a meeting of the Board of Trustees under this Article and he shall be given a reasonable opportunity to be present and to be heard.

GENERAL MEETINGS

10. The Association shall in each year hold a General Meeting as its Annual General Meeting in addition to any other meetings in that year and it will specify the meeting as such in the Notice calling it, and not more than 18 months shall elapse between the date of one Annual General Meeting of the Association and that of the next. The Annual General Meeting shall be held at such time and place as the Board of Trustees shall appoint.

11. The business to be transacted at each Annual General Meeting of the Association shall include:-

(1) Consideration of reports of the Association's activities and financial position and of the income and expenditure account and balance sheet to be presented to the meeting.

(2) The election of members of the Board of Trustees.

(3) The appointment of the Auditors.

(4) Adoption of new Regulations.

12. All other General Meetings shall be called Extraordinary General Meetings. The Board of Trustees may, whenever it thinks fit, convene an Extraordinary General Meeting, and Extraordinary General Meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by Section 368 of the Act.

13. (1) Subject to the provisions of Section 369 of the Act, fourteen clear days' notice, at least, or (in the case of an Annual General Meeting or a Meeting convened to pass a Special Resolution) twenty one clear days' notice, at least, shall be given to all Members and also to the Association's Auditors. The length of notice in every case shall be calculated exclusive of the day on which the Notice is served or deemed to be served and the day for which it is given.

(2) A meeting shall, notwithstanding that it is called by shorter notice than that specified in the preceding article, be deemed to have been duly called if it is so agreed:-

(a) In the case of a meeting called as the Annual General Meeting, by all Members having the right to attend and vote thereat; and

(b) In the case of any other meeting, by such proportion of the Members as is prescribed in the Act.

(3) The accidental omission to give notice of any meeting to, or the non-receipt of the notice by, any Member shall not invalidate any resolution passed, or proceedings had, at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

14. All business shall be deemed special that is transacted at an Extraordinary General Meeting, and all that is transacted at an Annual General Meeting shall also be deemed special, with the exception of the consideration of the income and expenditure account and balance sheet, and the reports of the Board of Trustees and of the Auditors, the election of the Executive Committee and the Board of Trustees and the appointment of the Auditors.

15. No business shall be transacted at any General Meeting unless a quorum is present when the meeting proceeds to business. Save as herein otherwise provided three Voting Members shall be a quorum.

16. If within half an hour from the time appointed for the holding of a General Meeting a quorum is not present, the meeting, if convened on the requisition of Voting Members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week, at the same time and place, or at such other place as the Chairman of the Meeting (see post) may determine, and if at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting the members present shall be a quorum.

17. The Chairman of the Board of Trustees shall preside as chairman at every General Meeting, but if there be no such Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same, or shall be unwilling to take the chair, the Voting Members present shall choose the Deputy Chairman or if none be present or willing to take the chair, they shall choose a representative of the Board of Trustees who shall be present to preside.

18. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time, and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the Members shall not be entitled to any notice of an adjournment, or of the business to be transacted at an adjourned meeting.

19. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is, before or upon the declaration of the result of the show of hands, demanded by at least three Voting Members and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has been carried, or carried unanimously or by a particular majority, or lost, or not carried by a particular majority and an entry to that effect in the minute book of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. The demand for a poll may be withdrawn.

20. Subject to the provisions of Article 23, if a poll be demanded in manner aforesaid, it shall be taken at such time and place, and in such manner, as the Chairman of the meeting shall direct, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

21. No poll shall be demanded on the election of a Chairman of a meeting, or on any question of adjournment.

22. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting shall be entitled to a second or casting vote.

23. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

VOTES OF MEMBERS

24. At any General Meeting of the Association on a show of hands every Voting Member who is present in person or by proxy [or (being a corporation) by representative], shall have one vote and on a poll every Voting Member who is present in person or by proxy [or (being a corporation) by representative] shall have one vote.

25. Associate Members may attend at any General Meeting and speak thereat but no Associate Member shall be entitled to vote either on a show of hands or on a poll.

26. No Member other than a Voting Member duly registered, who shall have paid every subscription and other sum (if any) which shall be due and payable to the Association in respect of his membership, shall be entitled to vote on any question at any General Meeting.

27. The Instrument appointing a proxy shall be in writing in common form or in any other form which the Board of Trustees shall approve under the hand of the appointor or his Attorney duly authorised in writing or if the appointor is a Corporation under the hand of an Officer or Attorney so authorised. A proxy need not be a Member of the Association.

28. The Instrument appointing a proxy and the Power of Attorney or other authority, if any, under which it is signed, must be delivered to such address as may be specified in the Notice convening the meeting, not later than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the Instrument proposed to vote, and in default, the Instrument of proxy shall not be treated as valid. The Directors may allow the appointment of a proxy to be contained in an electronic communication subject to any requirements as to authentication of the appointment and any limitations, restrictions or conditions as the Directors may think fit.

29. A vote given in accordance with the terms of an Instrument of proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy, provided that no intimation in writing of the death or revocation shall have been received at the Office one hour at least before the time for holding the meeting.

BOARD OF TRUSTEES

30. The Board of Directors of the Association shall be known as the Board of Trustees.

31. The Board of Trustees shall comprise the following:

(1) The Chairman
(2) The Deputy Chairman
(3) The Chief Operating Officer
(4) The Treasurer
(5) Such other individuals as are elected by the Annual General Meeting

32. At the Annual General Meeting to be held in every year, all of the Directors for the time being (other than the Chairman the Deputy Chairman and the Chief Operating Officer) shall retire from office. The Chairman, the Deputy Chairman and the Chief Operating Officer are elected every three years. Any casual vacancy in the Board of Trustees may be filled by the Board of Trustees until the next Annual General Meeting.

33. A retiring Director shall be eligible for re-election.

34. No person other than a Director retiring at the meeting shall, unless recommended by the Executive Committee for election, be eligible for election to the office of Director at any General Meeting, unless within the prescribed time before the day appointed for the meeting there shall have been given to the Secretary notice in writing, by some member duly qualified to be present and vote at the meeting for which such notice is given, of his intention to propose such person for election, and also notice in writing, signed by the person to be proposed, of his willingness to be elected. The prescribed time above mentioned shall be such that, between the date when the notice is served, or deemed to be served, and the day appointed for the meeting there shall be not less than five nor more than twenty-eight intervening days.

35. Until otherwise decided by the Association in General Meeting the Board of Trustees shall consist of not less than four persons nor more than seven.

36. The Board of Trustees shall comprise the Chairman (who shall also be Chairman of the Association), Deputy Chairman, the Chief Operating Officer and Treasurer and other individuals approved at each Annual General Meeting.

37. The day to day business of the Association shall be managed by the Board of Trustees and may exercise all such powers of the Association and do on behalf of the Association all such acts as may be exercised and done by the Association, and as are not by statute or by these Articles required to be exercised or done by the Association in General Meeting subject nevertheless to any of these Articles, to the provisions of the Statutes for the time being in force and affecting the Association and to such rules being not inconsistent with these Articles or the said statutes, as may be prescribed by the Association in General Meeting, but no rule made by the Association in General Meeting shall invalidate any prior act of the Board of Trustees which would have been valid if such rule had not been made.

38. The Board of Trustees for the time being may act notwithstanding any vacancy in their body; provided always that in case the Board of Trustees shall at any time be or be reduced in number to less than the minimum number prescribed by or in accordance with these Articles, it shall be lawful for them to act as the Board of Trustees for the purpose of admitting persons to the Board of Trustees, filling up vacancies in their body, or of summoning a General Meeting, but not for any other purpose.

CHIEF OPERATING OFFICER AND SECRETARIAT

39. The Board of Trustees shall appoint one of their number to be the Chief Operating Officer for such time, at such remuneration and upon such conditions as they may think fit. The Chief Operating Officer shall carry out such duties as may be imposed by the Board of Trustees on the Chief Operating Officer.

40. The Board of Trustees shall establish and maintain a secretariat for the Association. The Chief Operating Officer shall be responsible to the Board of Trustees for the day to day administration of the secretariat, and the supervision of the accounts of the secretariat. The location of the secretariat shall be decided by the Board of Trustees.

THE SEAL

41. The seal of the Association shall not be affixed to any instrument except by the authority of a resolution of the Board of Trustees and in the presence of at least one representative of the Board of Trustees and the Chief Operating Officer, and the said representative of the Board of Trustees and the Chief Operating Officer shall sign every instrument to which the seal shall be so affixed in their presence, and in favour of any purchaser or person bona fide dealing with the Association such signatures shall be conclusive evidence of the fact that the seal has been properly affixed.

DISQUALIFICATION OF THE BOARD OF TRUSTEES

42. The office of a representative of the Board of Trustees shall be vacated:-

(A) If a receiving order is made against him or he makes any arrangement or composition with his creditors;

(B) If he becomes of unsound mind;

(D) If he ceases to hold office by reason of any order made under the Act;

(E) If he is removed from office by a resolution duly passed pursuant to the Act;

(F) If he is not re-elected pursuant to these Regulations.

PROCEEDINGS OF THE BOARD OF TRUSTEES

43. The Board of Trustees shall meet together for the despatch of business at least as regularly as is necessary for the day to day business of the Association but in any event not less than three times in every year and may adjourn and otherwise regulate their meetings as they think fit, and determine the quorum necessary for the transaction of business. Unless otherwise determined by the Board of Trustees, a quorum shall be three of the representatives of the Board of Trustees for the time being. Questions arising at any meeting shall be decided by a majority of votes of the Board of Trustees. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

44. A member of the Board of Trustees may, and on the request of a member of the Board of Trustees the Chief Operating Officer shall, at any time summon a meeting of the Board of Trustees by notice served upon each of the Board of Trustees.

45. The Chairman of the Association or, failing him, the Deputy-Chairman or Treasurer shall be entitled to preside at all meetings of the Board of Trustees at which he shall be present, but if at any meeting none of them are present within five minutes after the time appointed for holding the meeting and willing to preside, the Board of Trustees shall choose one of their number to be chairman of the meeting.

46. A meeting of the Board of Trustees at which a quorum is present shall be competent to exercise all the authorities, powers and discretions by or under the regulations of the Association for the time being vested in the Board of Trustees generally. The Board of Trustees may make regulations or bye-laws which will become effective and operative if approved at the next Annual General Meeting of the Association.

47. The Board of Trustees shall cause proper minutes to be made of all appointments of officers made by the Board of Trustees and of the proceedings of all meetings of the Association and of the Board of Trustees and of sub-committees and working parties, and all business transacted at such meetings, and any such minutes of any meeting, if purporting to be signed by the chairman of such meeting, or by the chairman of the next succeeding meeting, shall be sufficient evidence without any further proof of the facts therein stated.

48. A resolution in writing signed by all the Board of Trustees for the time being shall be as valid and effectual as if it had been passed at a meeting of the Board of Trustees duly convened and constituted.

SPECIAL COMMITTEES

49. Committees of the Association

49.1 The Board of Trustees may establish sub-committees to give advice to the Board of Trustees and to Members concerning the affairs of the Association and the conduct of Members' business generally. These shall be known as the Special Committees of the Association.

49.2 The Special Committees may co-opt any person whether a Member of the Association or not to assist them.

49.3 No Special Committee shall have the power to require the spending of any part of the Association's funds unless it has the authority of the Board of Trustees to do so. Each Special Committee shall ensure that a proper record is kept of its meetings and activities and that a report on these is presented to each Regular Meeting of the Board of Trustees.

49.4 The Board of Trustees shall approve the appointment of the Chairman of each Special Committee who shall hold office for two years. The Chairman of a Special Committee does not need to be a member of the Board of Trustees.

49.5 The Board of Trustees may establish panels or working parties of Members on a permanent or ad hoc basis to consider and advise upon matters of particular interest. These panels or working parties shall not have any power of action on behalf of the Association unless properly authorised by the Board of Trustees.

49.6 Save as aforesaid the Special Committees, panels and working parties may regulate their meetings as they think fit.

ACCOUNTS

50. The Board of Trustees shall cause proper books of account to be kept with respect to:-

(A) All sums of money received and expended by the Association and the matters in respect of which such receipts and expenditure take place;

(B) all sales and purchases of goods by the Association; and

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the affairs of the Association and to explain its transactions.

51. The books of account shall be kept at the Office, or, subject to the Act, at such other place or places as the Board of Trustees shall think fit.

52. At the Annual General Meeting in every year the Board of Trustees shall lay before the Association a proper income and expenditure account for the period since the last preceding account made up to a date not more than nine months before such meeting, together with a proper balance sheet made up as at the same date. Every such balance sheet shall be accompanied by proper reports of the Board of Trustees and the Accountants, and copies of such account, balance sheet and reports (all of which shall be framed in accordance with any statutory requirements for the time being in force) and of any other documents required by law to be annexed or attached thereto and shall be sent to the Accountants and to all other persons entitled to receive notices of General Meetings in the manner in which notices are hereinafter directed to be served.

AUDIT

53. Once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by one or more properly qualified Accountant or Accountants.

54. Accountants shall be appointed and their duties regulated in accordance with the provisions of the Act.

NOTICES

55. A notice may be served by the Association upon any Member, either personally or by sending it through the post in a prepaid letter, addressed to such member at his registered address as appearing in the register of members.

56. Any notice, if served by post, shall be deemed to have been served on the day following that on which the letter containing the same is put into the post, and in proving such service it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office as a prepaid letter.

57. Notices may be sent by telex or facsimile to Members resident outside the United Kingdom provided that copies are sent by first class post or airmail to the Member within 24 hours of despatch by telex or facsimile to the address shown in the Register of Members.

58. Subject to any laws at the time of dispatch as to the method of delivery, a notice or other document may be served by the Company upon any member by electronic communication (except for share certificates) to an address notified to the Company by that member.

INDEMNITY

59. Subject to the provision of Section 310 of the Act any officer or employer of the Association or member of the Board of Trustees shall be indemnified from all acts or actions undertaken whilst acting for or on behalf of the Association.