1. The name of the Company is:- "European Society of Coloproctology" (hereinafter called the "ESCP").
  2. The Registered Office of the ESCP will be situate in Scotland, with a trading office in Vienna, Austria. The Official Language of the ESCP will be English and the Official Currency of the ESCP will be the Euro.
  3. The ESCP is established for the benefit of the public and, subject to that qualification, the objects for which the ESCP is established are:
    1. the promotion and advancement of the science, knowledge and practice of coloproctology in Europe.
    2. the promotion and performance of scientific studies in the fields of colonic, rectal and anal diseases;
    3. the performance of comparative studies in treatment and diagnosis in the fields of colonic, rectal and anal diseases (coloproctology) throughout Europe;
    4. the organisation of conferences and events to promote the scientific and clinical training of its members;
    5. the establishment of standards throughout Europe for training in the field of coloproctology;
    6. promotion of coloproctology as a medical speciality in Europe.
    7. all such things as will assist in attaining the previously stated objects of the ESCP.
      The objects set forth in each sub-clause of this Clause shall not be restrictively construed but the widest interpretation shall be given thereto, and they shall not, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-clause or from the terms of any other sub-clause or from the name of the ESCP. None of such sub-clauses or the object or objects therein specified or the powers thereby conferred shall be deemed subsidiary or ancillary to the objects or powers mentioned in any other subclause, but the ESCP shall have as full a power to exercise all or any of the objects conferred by and provided in each of the said sub-clauses as if each sub-clause contained the objects of a separate association.
  4. The ESCP may:
    1. work to promote and unify high standards of training and education to facilitate the free movement of qualified members in Europe.
    2. work to encourage high standards of research of coloproctology in Europe.
    3. seek to influence standards of training of coloproctology in Europe by seeking reciprocal representation to advise, and receiving advice from, the Division of Coloproctology of the Section of Surgery of the Union Europeene des Medecins Specialistes (UEMS).
    4. work to promote and develop the specialty of colorectal surgery within Europe.
    5. examine, watch and advise upon any legislation or administrative action affecting or likely to affect the attainment of the main objects of the ESCP.
    6. acquire by gift, purchase, feu, lease any buildings or land and restore, alter, develop, extend or build such buildings, facilities or accommodation as the Trustees may think is in the best interests of the ESCP with a view to carrying out the ESCP's objects or as is reasonably incidental thereto including without prejudice to the generality of the foregoing, theatres, performance space, auditoriums of all nature, galleries, restaurants, licences premises, catering establishments and hotels, hostels and similar or like accommodation.
    7. hire out, lease, let, offer rooms, with or without board for occupation and otherwise deal, including dispose, lease and licence any of the said premises as the members of the ESCP shall think fit and on such terms as the members of the ESCP shall think fit.
    8. borrow and raise money in any manner and secure the repayment of any money borrowed raised or owing by mortgage, charge, standard security lien or other security upon the whole or any part of the ESCP’s property or assets (whether present or future) and also by a similar mortgage, charge, standard security, lien or security, secure and guarantee the performance by the ESCP of any obligation or liability it may undertake or which may become binding on it.
      And the objects and the powers hereby conferred shall be subject to the restriction contained in the following Clause 5.3.
  5. The income and property of the ESCP whensoever derived shall be applied solely towards the promotion of the objects of the ESCP 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 the members of the ESCP.
    PROVIDED that nothing herein shall prevent
    1. The gratuitous distribution among or a sale at less than cost to members, associate members or the public of any books, pamphlets or other publications of the ESCP relating to all or any of its objects.
    2. The payment in good faith of reasonable and proper remuneration to any officer, agent or servant of the ESCP (temporary or permanent) or to any member of the ESCP in return for any services actually rendered to the ESCP, or outlays properly incurred on its behalf.
    3. The payment in good faith by the ESCP of interest at a rate not exceeding two per centum per annum below the base rate for lending from time to time of the Bank of Scotland on money lent to the ESCP or reasonable and proper rent for premises let to the ESCP by any member of the ESCP.
    4. The payment in good faith to any member of the ESCP of out of pocket expenses incurred by him in or about the performance of his duties.
  6. For as long as the ESCP is recognised by the Inland Revenue for Scotland as being charitable no addition, alteration or amendment shall be made to or in this Memorandum of Association for the time being in force unless the same shall have been previously submitted to and approved by the appropriate section of the Inland Revenue for Scotland.
  7. The liability of the members is limited.
  8. Every member of the ESCP undertakes to contribute to the assets of the ESCP in the event of it being wound up while he is a member, or within one year afterwards for payment of the debts and liabilities of the ESCP contracted before he ceased to be a member and 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 £1.00.
  9. If upon the winding up or dissolution of the ESCP there remains after the satisfaction of all its debts and liabilities any property whatsoever subject to any prior rights created independently of the Memorandum the same shall not be paid to or distributed among the members of the ESCP but shall be given or transferred to some other institution or institutions recognised as a charity in law and having objects similar to the objects of the ESCP and which shall prohibit the distribution of its or their income or property among its of their members to an extent at least as great as is imposed on the ESCP under or by virtue of Clause 5.3 hereof, such charitable institution or institutions to be determined by the members of the ESCP 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.
ESCP Affiliates