YOUTH AND FAMILY JUDGES AND MAGISTRATES ASSOCIATION (UK) LIMITED

COMPANIES (NORTHERN IRELAND) ORDER 1986

COMPANY LIMITED BY GUARANTEE

AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF

1. NAME

The name of the Company ("the Company") is "Youth and Family Judges and Magistrates Association (UK) Limited".

2. REGISTERED OFFICE

The registered office of the Company will be situated in Northern Ireland.

3. OBJECTS

The objects of the Company are as follows:

A. To educate and instruct judges, magistrates and judicial authorities in relation to the rights of children and young people in the United Kingdom of Great Britain and Northern Ireland and abroad in the law, the administration of justice, the treatment of young offenders and the best methods of preventing crime in order to help such persons to perform their public duties in the most competent and efficient manner, thereby offering the protection of the physical and mental health of children, young people and the family.

B. To encourage, undertake and commission the study of and research into the causes of and ways of preventing criminal behaviour and maladjustment of children and young people and to publish and disseminate the results of such study and research.

C. To promote the relief of suffering amongst children and young people in the United Kingdom of Great Britain and Northern Ireland and abroad, especially those children and young people who may be particularly at risk of violence, physical or sexual abuse, with a view to assisting such children and young people to grow to full maturity as adult individuals and responsible members of society.

4. POWERS

In furtherance of such objects, but not further or otherwise, the Company shall have the following powers, namely to:

4.1. Promote the development of legislation, programmes and projects for the protection of children and young people, for the prevention of crime by children and young people and for the rehabilitation of young offenders.

4.2. Cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, reports and other documents and materials;

4.3. Co-operate and enter into arrangements with any authorities and organisations, national, local or otherwise; to seek and obtain from any such authorities any rights, privileges, grants and concessions; and to administer and allocate any grants and gifts made available to the Company for its aforesaid objects (whether or not such grants or gifts are made from public funds or otherwise) under the terms and conditions attached to such grants and gifts;

4.4. Purchase, take on lease or in exchange, hire or otherwise acquire and hold any real or personal estate or property (whether or not subject to any trust), and to construct, maintain and alter any of the same as are necessary or expedient for any of the purposes 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 or property;

4.5. Purchase or otherwise acquire plant and machinery including computer hardware and software, furniture, fixtures, fittings and all other effects of every description and to apply for registration of any patents, rights, copyrights, licences and the like;

4.6. 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 grants, gifts, donations, subscriptions or otherwise; and to collect, co‑ordinate and make available (by publication or any form of communication) information relating to the activities of the Company;

4.7. Draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts;

4.8. Borrow or raise money for the objects of the Company on such terms and (with such consents as are required by law) on such security as may be thought fit;

4.9. 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;

4.10. Invest the moneys of the Company not immediately required for its purpose in or upon such investments, securities or property as may be thought fit, subject nevertheless to such conditions (if any) and such contents (if any) as may for the time being be imposed or required by law and subject also as hereinafter provided;

4.11. Make any charitable donation either in cash or assets for the furtherance of the objects of the Company;

4.12. 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;

4.13. Transfer (whether or not for valuable consideration) any part of the property or assets of the Company not required for the purposes for which it is formed to any charitable body or a charitable purpose having similar objects to those of the Company provided that such body is not carrying on business for profit or gain and does not distribute its income or property by way of dividend, bonus or otherwise amongst members;

4.14. Undertake and execute charitable trusts;

4.15. Employ or engage and pay any person or persons whether on a full-time or part-time basis or whether as consultant or employee as may be required for the purposes of the Company and, (subject to the provisions of Clause 5. hereof) to make any reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees or former employees and their wives, husbands and other dependents;

4.16. Appoint and pay any competent and properly qualified person or persons as an investment manager for the Company and to delegate to such investment manager power at his or her discretion to buy and sell investments for the Company in pursuance of the Objects of the Company and the investment policy laid down by the Company.

4.17. Insure and arrange insurance cover for and to indemnify its officers, servants and employees and those of its members from and against all such risk incurred in the course of the performance of their duties as the Company shall think fit;

4.18. Amalgamate or become affiliated with any companies, institutions, societies or associations which are charitable at law and have objects altogether or mainly similar to those of this 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;

4.19. Organise, sponsor and conduct (whether alone or with others) lectures, seminars, courses, conferences, exhibitions and events of various kinds designed to carry out the aforesaid objects or any of them and to sponsor awards in connection therewith;

4.20. Carry out or commission any survey, study or other research activity in furtherance of any of the aforesaid objects;

4.21. Establish and equip and maintain, in all respects, any centre or other facilities required for the aforesaid objects or any of them;

4.22. Pay out of the funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company;

4.23. Do all such other things as shall further the attainment of the objects of the Company or any of them.

PROVIDED THAT:-

In case the Company shall take or hold any property which may be subject to any trusts, the Company shall only deal with or invest the same in such manner as allowed by law, having regard to such trusts.

5. APPLICATION OF INCOME AND PROPERTY

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 director of the Company 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:

5.1. Of reasonable and proper remuneration, fees or any other benefit in money or money's worth to any member or servant of the Company not being a director for any services rendered to the Company and of reasonable and proper travelling and other out‑of‑pocket expenses necessarily incurred in providing such services;

5.2. Of interest on money lent by any member or director of the Company at a rate per annum not more than two per cent less than the minimum lending rate prescribed for the time being by the Company's clearing bankers;

5.3. Of reasonable and proper rent for premises demised or let to the Company by any member of the Company or any director;

5.4. Of reasonable and proper fees, remuneration or other benefit in money or money's worth to a company of which a member of the Company or a director may be a member holding not more than one hundredth of the capital of that company.

5.5. To any director of reasonable and proper out‑of‑pocket expenses or for services or facilities granted so long as such services or facilities are not rendered by any such director in his capacity as a director.

6. LIMITED LIABILITY

The liability of the members is limited.

7. CONTRIBUTION TO ASSETS OF THE COMPANY

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 one pound.

8. SURPLUS ASSETS

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 5. 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 body.

9. LIMITED LIABILITY

The liability of the members is limited.

10. CONTRIBUTION TO ASSETS OF THE COMPANY

11. SURPLUS ASSETS

12. LIMITED LIABILITY

The liability of the members is limited.

12. CONTRIBUTION TO ASSETS OF THE COMPANY

13. SURPLUS ASSETS