The Companies Act 1985 as amended by the Companies Act 1989
A Company Limited By Guarantee And Not Having A Share Capital

Memorandum of Association


Pillar Kincardine

(November 1998) 1


1 The name of the company is Pillar Kincardine.


2 The company's registered office is to be situated in Scotland.


3 This clause shall be interpreted as if it incorporated an over-riding qualification limiting the powers of the company such that any activity which would otherwise be permitted by the terms of the clause may be carried on only if that activity follows a purpose which is regarded as charitable for the purposes of section 505 of the Income and Corporation Taxes Act 1988 (including any statutory amendment or re-enactment for the time being in force). Subject to that over-riding qualification, the company's objects are to relieve the poverty, suffering and distress and to further the health of persons in Aberdeenshire South and its environs who have mental health problems; and in furtherance thereof but not otherwise:

3.1 (a) To provide and maintain within Aberdeenshire South a community-based resource for those who have experienced mental health problems or are coping with mental, social and/or emotional distress; and to develop within Aberdeenshire South a range of support facilities in this field that will meet individual needs in a flexible way while promoting maximum choice and self-determination.

(b) To provide opportunities for social contact, mutual support and self-help in an accepting and confidential setting; and to achieve this both through direct participation by service users in the company’s activities and through their involvement in the day-to-day running of the service and the overall management of the company.

(c) To make continuous efforts to explore new ways of providing help and support to those who come into contact with the psychiatric and related services; and to encourage the statutory bodies and other appropriate agencies in Aberdeenshire South to meet the needs of the community through mutual co-operation and joint planning.

(d) To engage in such other charitable work as the company through its board of directors may from time to time determine.


In furtherance of the stated objects (but not otherwise) the company shall have powers:-

3.2 To acquire and take over the whole or any part of the undertaking and liabilities of any person entitled to any property or rights suitable for any of the objects of the company.

3.3 To purchase, take on feu, lease, hire, take in exchange, and otherwise acquire any property and rights which may be advantageous for the purposes of the activities of the company.

3.4 To improve, manage, exploit, develop, turn to account and otherwise deal with all or any part of the undertaking, property and rights of the company.

3.5 To sell, feu, let, hire, license, give in exchange and otherwise dispose of all or any part of the undertaking, property and rights of the company.

3.6 To lend money and give credit to any person, with or without security, and to grant guarantees and contracts of indemnity on behalf of any person.

3.7 To borrow money and give security for the payment of money by, or the performance of other obligations of, the company or any other person.

3.8 To draw, make, accept, endorse, discount, negotiate, execute and issue cheques, promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments.

3.9 To remunerate any individual in the employment of the company and to establish, maintain and contribute to any pension or superannuation fund for the benefit of, and to give or procure the giving of any donation, pension, allowance or remuneration to, and to make any payment for or towards the insurance of, any individual who is or was at any time in the employment of the company and the wife, widow, relatives and dependents of any such individual; and to establish, subsidise and subscribe to any institution, association, club or fund which may benefit any such person.

3.10 To promote any private Act or Parliament, Provisional Order and other authority to enable the company to carry out its objects, alter its constitution, and achieve any other purpose which may promote the company's interests; and to oppose or object to any application or proceedings which may prejudice the company's interests.

3.11 To enter into any arrangement with any organisation, government or authority which may be advantageous for the purposes of the activities of the company, and to obtain from any such organisation, government or authority any charter, right, privilege or concession.

3.12 To enter into partnership or any other arrangement for sharing costs or profits, or for co-operation or mutual assistance with any charitable body, whether incorporated or unincorporated.

3.13 To give any debentures or securities and accept any shares, debentures or securities as consideration for any business, property and rights acquired or disposed of.

3.14 To effect insurance against risks of all kinds.

3.15 To invest moneys of the company not immediately required for the purposes of its activities in such investments and securities (including land in any part of the world) and that in such a manner as may from time to time be considered advantageous (subject to compliance with any applicable legal requirements); and to dispose of and vary such investments and securities.

3.16 To promote companies whose activities may further one or more of the above objects or which may generate income to support one or more of the above objects, acquire and hold shares, stocks, debentures and other interests in such companies and carry out, in relation to any such company which is a subsidiary of the company, all such functions as may be associated with a holding company.

3.17 To establish and support any association or other unincorporated body having objects altogether or in part similar to those of the company and to promote any company or other incorporated body formed for the purpose of carrying on any activity which the company is authorized to carry on.

3.18 To amalgamate with any charitable body, incorporated or unincorporated, having objects altogether or in part similar to those of the company.

3.19 To subscribe for, take, purchase and otherwise acquire and hold shares, stocks, debentures and other interests in any company with which the company is authorized to amalgamate, and to acquire and take over the whole or any part of the undertaking, assets and liabilities of any body, incorporated or unincorporated, with which the company is authorized to amalgamate.

3.20 To transfer all or any part of the undertaking, property and rights of the company to any body, incorporated or unincorporated with which the company is authorized to amalgamate.

3.21 To subscribe and make contributions to or otherwise support charitable bodies, whether incorporated or unincorporated, and to make donations for any charitable purpose connected with the activities of the company or with the furtherance of its objects.

3.22 To accept subscriptions, grants, donations, gifts, legacies and endowments of all kinds, either absolutely or conditionally or in trust for any of the objects of the company.

3.23 To take such steps (by way of personal or written appeals, public meetings or otherwise) as may be deemed expedient for the purpose of procuring contributions to the funds of the company, whether by way of subscriptions, grants, loans, donations or otherwise.

3.24 To print, publish, broadcast or disseminate by electronic means any newspapers, articles, periodicals, books or leaflets that the company may think desirable for the promotion and furtherance of its objects.

3.25 To promote and carry out or assist in promoting and carrying out research, surveys and investigations in the field of mental health and community care and, where considered appropriate, publish the results.

3.26 To carry out any of these objects in any part of the world as principal, agent, contractor, trustee or in any other capacity; and through an agent, contractor, sub-contractor, trustee or any other person acting in any capacity and either alone or in conjunction with others.

3.27 To do anything which may be incidental or conducive to the attainment of any or all of the objects of the company.

And it is declared that in this and the following clause where the context so admits, "property" means any property, heritable or moveable, real or personal, wherever situated.

No Profit by Members

4.1 Subject to clause 4.2

(a) The income and property of the company shall be applied solely towards the promotion of its objects as set out in clause 3 of this memorandum of association

(b) No part of the income and property of the company shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise to the members of the company

(c) No director of the company shall be appointed to any office under the company in respect of which a salary or fee is payable and

(d) No benefit in money or money's worth shall be given by the company to any director except repayment of out-of-pocket expenses.

4.2 The company shall, notwithstanding the provisions of clause 4.1 be entitled

(a) To pay reasonable and proper remuneration to any director or member of the company in return for services (not being of a management nature) actually rendered to the company

(b) To pay interest at a rate not exceeding the commercial rate on money lent to the company by any director or member of the company

(c) To pay rent at a rate not exceeding the open market rent for premises let to the company by any director or member of the company and

(d) To purchase assets from, or sell assets to, any director or member of the company providing such purchase or sale is at market value.

Liability Limited to Extent of Guarantee

5. The liability of the members is limited.

6. Every member of the company undertakes to contribute such amount as may be required (not exceeding 1) to the company's assets if it should be wound up while s/he is a member, or within one year after s/he ceases to be a member, for payment of the company's debts and liabilities contracted before s/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 contributors among themselves.

Surplus Assets Not to be Distributed Among Members

7.1 If on the winding-up of the company any property remains after satisfaction of all the company's debts and liabilities, such property shall not be paid to or distributed among the members of the company but shall be transferred to some other charitable body or bodies (whether incorporated or unincorporated) whose objects are altogether or in part similar to the objects of the company and whose constitution restricts the distribution of income and assets among members to an extent at least as great as does clause 4 of this memorandum of association.

7.2 The body or bodies to which property is transferred under clause 7.1 shall be determined by the members of the company at or before the time of dissolution or failing such determination by such court as may have or may acquire jurisdiction.

7.3 To the extent that effect cannot be given to the provisions of clauses 7.1 and 7.2 the relevant property shall be applied to some other charitable object or objects.

Accounting Records1

8.1 Accounting records shall be kept in accordance with all applicable statutory requirements and such accounting records shall, in particular, contain entries from day to day of all sums of money received and expended by the company and the matters in respect of which such receipt and expenditure take place, and a record of the assets and liabilities of the company; such accounting records shall be open to inspection at all times by any director of the company.

8.2 The independent examiner or auditor (where appropriate in accordance with Article 104) appointed by the Board shall make a report to the members on the accounts examined by them, and on every balance sheet and income and expenditure account and on all group accounts, copies of which are to be laid before the company in general meeting.

Note 1: Paras. 8.1 and 8.2 were amended by special resolution at the Pillar Kincardine AGM on 11 Oct 2007


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