COMPANY LIMITED BY GUARANTEE AND NOT HAVING
A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF

INTERNATIONAL FEDERATION OF PROFESSIONAL AROMATHERAPISTS

1. The name of the Federation shall be the “International Federation of Professional Aromatherapists” hereinafter called the “Federation”.

2. The Federation's registered office is to be situated in England and Wales.

3. The objects of the Federation ("the Objects") shall be the preservation of health by advancing the knowledge, practice of and expertise in aromatherapy by education, teaching and training and other lawfully charitable means.

4. In furtherance of the above Objects but not further or otherwise, the Federation shall have the following powers:

4.1 To promote the establishment and maintenance of a programme of professional education designed to improve the standards of the practice of aromatherapy by making available and disseminating as widely as possible all available information relating to the practice of aromatherapy.

4.2 To promote the establishment of ethical and professional standards for the practice of aromatherapy for the benefit of the general public and the members of the profession.

4.3 To promote the support and encouragement of scientific research applicable to aromatherapy and its practice.

4.4 To promote the establishment and maintenance of a programme to inform the general public of the benefits of aromatherapy and of the requirements for the ethical and professional practice thereof.

4.5 To draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, and to operate bank accounts in the name of the Federation.

4.6 To raise funds and to invite and receive contributions: provided that in raising funds the Federation shall not undertake any substantial permanent trading activities and shall conform to any relevant statutory regulations.

4.7 To acquire, alter, improve and (subject to such consents as may be required by law) to charge or otherwise dispose of property.

4.8 Subject to clause 6 below, to employ such staff, who shall not be directors of the Federation (hereinafter referred to as "the Council Members"), as are necessary for the proper pursuit of the Objects and to make all reasonable and necessary provision for the payment of pensions and superannuation to staff and their dependants.

4.9 To establish or support any charitable trusts, associations or institutions formed for all or any of the Objects.

4.10 To establish an educational fund for the education and training of students in developing countries.

4.11 To co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or similar charitable purposes and to exchange information and advice with them.

4.12 To pay out of the funds of the Federation the costs, charges and expenses of and incidental to the formation and registration of the Federation.

4.13 To do all such other lawful things as are necessary for the achievement of the Objects.
 

5. In furtherance of the above the Federation shall engage in the following activities:

5.1 The maintenance of a register of practising members whose services are available to the public and other professional organisations. The existence of this register to be made known through announcements and advertisements, and it will be disseminated on request.

5.2 The maintenance of a list of those training providers offering professional qualification courses in holistic clinical aromatherapy, and therapeutic massage and bodywork, where those same training providers are recognised by the Federation as providing training of a standard that meets the requirements specified for individual membership of the Federation.

5.3 Establishing and publicising complaints and disciplinary procedures.
 

6. The income and property of the Federation shall be applied solely towards the promotion of the Objects and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to members of the Federation, and no Council Member shall be appointed to any office of the Federation paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Federation: provided that nothing in this document shall prevent any payment in good faith by the Federation:
 

6.1 of reasonable and proper remuneration for any services rendered to the Federation by any member, officer or servant of the Federation who is not a Council Member;

6.2 of interest on money lent by any member of the Federation or Council Member at a reasonable and proper rate per annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by the Council Members;

6.3 of fees, remuneration or other benefit in money or money's worth to any company of which a Council Member may also be a member holding not more than 1/100th part of the issued capital of that company;

6.4 of reasonable and proper rent for premises demised or let by any member of the Federation or a Council Member;

6.5 to any Council Member of reasonable out-of-pocket expenses.
 

7. The liability of the members is limited.
 

8. Every member of the Federation undertakes to contribute such amount as may be required (not exceeding £10) to the Federation's assets if it should be wound up while he or she is a member or within one year after he or she ceases to be a member, for payment of the Federation's debts and liabilities contracted before he or she 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.
 

9. If the Federation is wound up or dissolved and after all its debts and liabilities have been satisfied there remains any property it shall not be paid to or distributed among the members of the Federation, but shall be given or transferred to some other charity or charities having objects similar to the Objects of the Federation which prohibit the distribution of its or their income and property to an extent at least as great as is imposed on the Federation by Clause 6 above, chosen by the members of the Federation at or before the time of dissolution and if that cannot be done, then to some other charitable object.
 

We, the persons whose names and addresses are written below, wish to be formed into a company under this memorandum of association.

Signatures, Names and Addresses of Subscribers

Dated: 6th day of March 2002
 

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