Memorandum and Articles of Association  

The Memorandum and Articles of Association together form the Constitution of Play Therapy UK (PTUK). The Memorandum contains mainly the objects of the Society (section 3), the share capital and not for profit statements (sections 4, 7 and 8). The Articles contains material governing the organisation and procedures of the Society. The Standing Orders are the Society's regulations.  

THE COMPANIES ACTS 1985 TO 1989 COMPANY LIMITED BY SHARES  

MEMORANDUM OF ASSOCIATION  

Of Play Therapy (UK)    

The United Kingdom Society for Play and Creative Arts Therapies Limited  

(As drafted to be adopted by Special Resolution in August 2004)  

1. The name of the company is Play Therapy (UK) – The United Kingdom Society for Play and Creative Arts Therapies Limited (hereinafter called The Society).

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

3. The Society is established.  

(i) to advance the safe and effective use of therapeutic play, play therapy, creative arts therapies, child counselling and child psychotherapy (hereinafter called the therapies), throughout the UK and the rest of the world generally and in particular where children's development is impaired by emotional, behaviour or mental health difficulties.

(ii) to promote and provide education and training for practitioners of therapeutic play, play therapy, creative arts therapies, child counselling and child  psychotherapy (hereinafter called the practitioners) working in either professional or voluntary settings, for organisations or as independent self-employed practitioners, whether full or part time, with a view to raising the standards of the practice of these therapies for the benefit of the community and in particular for those who are commissioners, users and recipients of the therapies.

(iii) to provide a Profession Structure Model and infrastructure for the development and operation of the profession.

In furtherance of these objects:

(a) to act as a central body for the purpose of consultation in matters of educational or public interest concerning the therapies.

(b) to set and promote standards in education, training and experience in the principles, practice and skills of practitioners of the therapies.

(c) to provide services and training for practitioners to support them in the use and development of the above named therapies.

(d) to develop, maintain and publish a register of certified and accredited practitioners and clinical supervisors.

(e) to formulate standards of professional conduct and competence for those engaged in the therapies including an ethical framework, code of practice and a professional conduct procedure, embodying a complaints procedure.

(f) to provide means of assessing knowledge, skill and experience of the principles and practice of the therapies of persons seeking admission to membership of the Society and to issue certificates and diplomas or other awards to those who pass such assessments and tests; provided that no certificate or diploma or other award shall be issued by the Society which does not state clearly on its face that it is not issued by or under the authority of any government department or authority but is issued by the Society only, except that no such statement shall be required in the case of any certificate or diploma or other award issued by the Society in conjunction with a government department or other regulatory body.

(g) to collaborate, as appropriate, with the Health Professions Council, Department for Education and Employment and other regulatory or educational bodies in the United Kingdom and elsewhere in exercising the process contained in above and hereafter.

(h) to set up and administer such systems for the certification, accreditation and/or registration of practitioners, supervisors, trainers and other persons, organisations or activities related to the therapies as may be deemed appropriate.

(i) to commission, publish and distribute, gratuitously or otherwise, material in the form of web sites, journals, periodicals, magazines, books, films, CDs, DVDs or any other media.

(j) to promote and facilitate the dissemination and exchange of information on matters of professional interest among practitioners and others by the holding of conferences, meetings, workshops, seminars for the reading of papers and reports, by the publication, by electronic or other means, of periodicals, books, monographs or papers and by the promotion, compilation and publication of research studies.

(k) to encourage the study of the therapies by instituting, establishing and promoting educational and training courses, scholarships, grants, awards and prizes or by other such means as may be thought appropriate.

(l) to establish such services including technical and advisory services to the public and for practitioners as may promote and further the interest, effectiveness and efficiency of members and others for the public good and the profession generally.

(m) to foster and undertake research into any aspect of the objects of the Society and its work and to disseminate the results of any such research.

(n) to establish and maintain a library and collection of literature, videos and other material relating to the therapies and other related cognate professional activities and to afford to practitioners facilities for the use of the same.

(o) to liaise, confer, consult, maintain contact and collaborate with any authorities, organisations, societies, institutions or bodies of persons for the time being established in the United Kingdom or elsewhere.

(p) to provide a forum for practitioners and others for discussion, research and education in the therapies and related matters.

(q) to acquire data, carry out measurements, develop and maintain databases, and systems in the use of the therapies to assist in the setting of standards and benchmarks of professional performance and training.

(r) to develop, maintain, promulgate and operate clinical governance procedures for the quality management and professional development of practitioners.

(s) to research and make recommendations upon the recruitment, selection, appraisal, use, employment and remuneration of practitioners.

(t) in furtherance of any one or more of the objects of the Society:

(i) to take and accept any fees, royalties, subscriptions, any other form of sales revenue, gifts, property or other assets whether subject to any special trust or not.

(ii) to purchase, take on lease or licence or in exchange, hire or otherwise acquire any real or personal property.

(iii) subject to such consents as may be required by law to sell, lease, let or mortgage or otherwise dispose of any assets belonging to the Society.

(u) 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 Society in the form of fees, subscriptions or otherwise.

(v) to acquire, establish and hold any copyright, patent, translation, publication, right of publication or other intellectual property right which may appear useful to the Society and to protect, prolong, register, renew, exercise, develop, use or manufacture the same for any one or more objects of the Society.

(w) to organise, finance, and maintain alone or in conjunction with one or more other cognate professional bodies, schemes for the regulation and discipline of the Society's practitioners in matters of professional or business conduct.

(x) to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other financial instruments, undertake foreign exchange transactions and to operate bank accounts in the name of the Society.

(y) to borrow or raise money for the objects of the Society on such terms and (with such consents as are required by law) on such security as may be thought fit provided that the Society shall not undertake any permanent trading activities in raising funds for the objects of the Society.

(z) to invest the monies of the Society 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 for the time being be imposed or required by law and subject also as hereinafter provided.

(aa) to establish and/or support any charitable organisation or body and to subscribe or guarantee money for charitable purposes calculated to further the objects of the Society.

(bb) to employ and pay any person or persons to advise upon, appraise, plan, direct, manage, organise, carry on the work of the Society.

(cc) to insure and arrange insurance cover for and to indemnify its officers, staff and voluntary workers and those of its practitioners from and against all such risks incurred in the course of the performance of their duties as may be thought fit. 

(dd) to be subject to the provisions of Clause 4 hereof, to provide for the welfare of persons in the employment of the Society or formerly in the employment of the Society or its predecessors in business or any subsidiary or associated Society of the Society, and the wives, widows and families and dependants of such persons, by grants of money, donations, gratuities, pensions or other payments, and to establish and maintain or procure the establishment of any non-contributory or contributory pension, provident or superannuation funds, or any other trusts, funds and schemes with a view to providing for the payments aforesaid.

(ee) to amalgamate with any companies, institutions, organisations that have objects altogether or mainly similar to those of the Society and prohibit the payment of any dividend or profit to and the distribution of any of its assets amongst its members at least to the same extent as such payments or distributions are prohibited in the case of members of the Society by this Memorandum of Society. (ff)To purchase or otherwise acquire all or any part of the organisation, business, property and other assets and liabilities of any company, partnership, unincorporated organisation or person or establish or promote any organisation which may be expedient for any of the purposes of the Society or carrying on any business which the Society is authorised to carry on, and upon any terms and for any consideration, and to conduct and carry on, or liquidate and wind up, any such business.

(gg) To enter into partnership with or into any joint venture with or any arrangement involving sharing of revenues, union of interests, reciprocal concessions or any other form of co-operation with any person or organisation carrying on or about to carry on or be engaged in any activity, business or transaction which the Society is authorised to carry on, upon any terms and for any consideration.

(hh) to take part in the formation or management or control of the business of any association, firm, organisation, partnership or person, on such terms and with such provision for the remuneration of persons involved with or connected with such business as the Society may think fit.

(ii) to pay out of the funds of the Society the cost, charges and expenses of and incidental to the formation and registration of the Society.

(jj) to establish where necessary local branches (whether autonomous or not).

(kk) to establish, promote, control or otherwise assist any Society or companies for the purpose of acquiring any of the property of the Society or furthering any of the objects of the Society.       

(ll) to purchase or otherwise acquire, erect, maintain, reconstruct and adapt any offices, workshops, vehicles, plant, machinery, systems and other things found necessary or convenient for the purposes of the Society.

(mm) To design, manufacture, buy, sell, hire, repair, improve and generally deal in all systems, materials, machinery, tools, vehicles, goods or articles of any kind which may be required or used in connection with any of the businesses of the Society.

(nn) To accept shares (fully or partly paid-up), stocks, the debentures, mortgage debentures or any other securities of any other organisation in payment or part payment for any services rendered or for any sale made to or debt owing from any such organisation, and to hold, sell or otherwise deal or dispose of any shares, stock or securities so acquired.

(oo) to do all or any of the matters hereby authorised in any part of the world either alone or in conjunction with, or as factors, trustees or agents for, any other companies, organisations or persons, or by or through any factors, trustees or agents.

(pp) To do all such other lawful things as the Society may deem incidental or conducive to the attainment of any of the above objects of the Society.

In construing the objects set forth in the sub-clauses hereinbefore set out, the widest interpretation shall be given and they shall in no way be limited by reference to the objects set out or the wording employed in any other sub-clause or by the name of the Society and none of the objects or powers specified in any sub-clause shall be deemed to be subsidiary or ancillary to the objects and powers specified in any other sub-clause.

4. The income and property of the Society shall be applied solely towards the promotion of its objects as set forth in the Memorandum of Society 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 Society. Provided that nothing herein shall prevent any payment in good faith by the Society:

(a) of reasonable and proper remuneration to any member, officer, consultant or employee of the Society for any services rendered to the Society.

(b) of interest on money lent by any member of the Society at a rate per annum not exceeding two per cent more than the base lending rate prescribed for the time being by the Bank of England.

(c) of reasonable and proper rent for premises demised or let by any member of the Society.

(d) to any member of the Board of Directors remuneration for services provided as officers of the Society and reasonable out-of-pocket expenses.

(e) of any premium in respect of any insurance or indemnity to cover the liability of the directors (or any one of them) which by virtue of any rule of law 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 Society provided that any such insurance or indemnity shall not extend to any claim arising from wilful fraud or wrongdoing or wilful neglect or default on the part of the directors (or any of them).

5. The liability of the shareholding members is limited.

6. The share capital of the Society is £10,000 divided into 10,000 shares of £1.00 each.

7. 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 a 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 is imposed on the Society under or by virtue of Clause 4 hereof, such institution or institutions to be determined by the shareholding members of the Society 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.

8. If upon the Society being acquired by another organisation, any assets remain after the re-payment of any sums invested by the shareholding members, any sums realised by the acquisition of these assets shall be given or transferred to a 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 is imposed on the Society under or by virtue of Clause 4 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 provision, then to some other charitable object. If such distribution would result in a reduction in the capital of the Society, the same does not take place without first obtaining the sanction (if any) required by law.

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