THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
MEMORANDUM OF ASSOCIATION
OF THE SOCIETY OF LAW ACCOUNTANTS IN SCOTLAND (THE “SOCIETY”)
1. The name of the Company (hereinafter called the “Society”) is “The Society of Law
Accountants in Scotland”.
2. The Registered Office of the Society will be situated in Scotland.
3. The objects of the Society are:
(a) to take over all or such part as may lawfully be undertaken by the Society of the
undertaking of the unincorporated Society of Law Accountants in Scotland;
(b)to provide an organisation for those employed in accounting work in Law Offices in
Scotland and to support and advance the status and interests of law accountancy;
(c)to secure by a strict code of rules regulating admission to and forfeiture of
membership a high standard of conduct and efficiency in the members;
(d)to encourage assistants employed as stated in sub-paragraph 3b) to become
proficient by providing for their admission to the Society, on satisfying the Society of
their good character and ability in the practical work of Accounting in Law Offices;
(e) to encourage among the members the interchange of opinion on questions of practice
in all branches of accounting work; to give facilities for the reading of papers, the
delivery of lectures and for the acquisition and dissemination by other means of
information likely to prove useful to the members in their work, including if deemed
expedient the publication of a Journal;
(f)to promote the education and advancement of persons with a view to assisting them
in becoming proficient in law accounting and to arrange for, establish and conduct
schemes of education, lectures, examinations and courses as may be deemed
necessary and to co-operate with any other body in arranging such schemes;
(g)to purchase, lease, rent, hold and dispose of any building or hall to be used as a place
of meeting for the members of the Society, or a college, lecture, or reading rooms or
library for the advancement of the above objects or any of them;
(h)to accept grants of money, donations, gifts, and to levy entry fees and subscriptions;
(i)to borrow or raise any money that may be required by the Society upon such terms
and security as may be deemed advisable;
(j)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;
(k) to apply, petition for, or promote any Act of Parliament or Royal Charter, to take any
other steps for the purpose of promoting the objects of the Society;
(I)to do all such other lawful things as are incidental or conducive to the attainment of
the above objects, or any of them.
Provided that in relation to any property which may come into the hands of the Society as
trustees under any trust (whether established by any trust deed or any scheme settled by the
Court of Session or made in pursuance of any enactment relating to educational endowments
or War charities or otherwise) nothing herein shall authorise the Society to deal therewith or
invest the same otherwise than in accordance with the terms of the trust and with any law
relevant thereto, nor shall the incorporation of the Society affect the liability as an individual
of any member of the Council of Management or Governing Body of the Society who may be
a party to such dealings.
Provided also that the Society shall not support with its funds any object or endeavour to
impose on or procure to be observed by its members or others any regulation, restriction or
condition which if an object of the Society would make it a trade union.
4. The income and property of the Society shall be applied solely towards the promotion of the
objects of the Society and no portion thereof shall be paid or transferred directly or indirectly
by way of dividend, gift, division, bonus or otherwise howsoever by way of profit to members
of the Society.
Provided that nothing herein shall prevent the payment in good faith of
reasonable and proper remuneration or authorised out of pocket expenses to any officer or
servant of the Society or to any member of the Society in return for any services actually
rendered to the Society, nor prevent the payment of interest at a rate not exceeding six per
cent annum on money lent or reasonable and proper rent for premises demised or let by any
member of the Association; but so that no member of the Council of Management or
Governing Body of the Association shall be appointed to any salaried office of the Association
or any office of the Association paid by fees, and that no remuneration or other benefit in
money or money’s worth shall be given by the Association to any member of such Council or
Governing Body, except payment of out-of-pocket expenses and interest at the rate aforesaid
on money lent or reasonable and proper rent for premises demised or let to the Association;
provided that the provision last aforesaid shall not apply to any payment to any Company of
which a member of the Council of Management or Governing Body may be a member, and in
which such member shall not hold more than one-hundredth part of the capital, and such
member shall not be bound to account for any share of profits he may receive in respect of
any such payment.
5. No addition, alteration or amendment shall be made to or in the Memorandum or Articles of
Association for the time being in force, unless the same shall have been previously submitted
to and approved by the Board of Trade.
6. The fourth and fifth paragraphs of this Memorandum contain conditions to which a licence
granted by the Board of Trade to the Association in pursuance of Section 19(1) of the
Companies Act 1948, is subject.
7. The liability of the members is limited.
8. Every member of the Society undertakes to contribute to the Assets of the Society 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 Society, 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 £1.
9. 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 some other
organisation or organisations in Scotland having objects similar to the objects of the Society
and which shall prohibit the distribution of its or their income and property amongst its or their
members to an extent at least as great as is imposed on the Society under or by virtue of
Clause 4 hereof, such organisation or organisations to be determined by the Society at or
before the time of dissolution, and if and so far as effect cannot be given to the aforesaid
provision, then to some charitable object in Scotland.
