Articles of Association
Food Science and Technology Trust of Ireland
COMPANIES ACTS 1963 to 1982
A COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
of
THE FOOD SCIENCE AND TECHNOLOGY TRUST OF IRELAND
1. The name of the Company (hereinafter call “the Trust”) is :-
“THE FOOD SCIENCE AND TECHNOLOGY TRUST OF IRELAND ”
2. The main object for which the trust is established is :-
To promote, advance, and further the knowledge, development, and application of science and technology to every aspect of food and to further the education and training of Food Scientists and Technologists in Ireland .
3. In pursuance of the above main object, the Company shall have the following subsidiary objects :-
1. To form a library of books, works, manuscripts and films.
2. To arrange conferences, lectures and discussions and exhibit apparatus and demonstrate experiments.
3. To make grants and loans of money, books, or apparatus relating to Food Science and concerned with or interested in the various aspects of Food Technology.
4. To print, publish, illustrate, translate, sell, lend or distribute any information relating to the objects or proceedings of the trust.
5 To collaborate with other bodies concerned in the various disciplines represented in Food Science and with all other such organisations concerned with or interested in the various aspects of Food Technology.
4. To the extent that the same are essential or ancillary to the promotion or attainment of the main object as heretofore set out the Company may exercise the following powers:-
1. To establish and maintain a Benevolent Fund.
2. To watch and advise on legislation affecting the main object of the Trust.
3. To organise social and other such functions as may be necessary for the furtherance of the main object of the Trust.
4. To grant pensions, gratuities, allowances or charitable aid to any person who may have served the Trust as an employee, or to the wives, husbands, children or other dependents of such person provided that such pensions, gratuities, allowances or charitable aid shall be no more than that provided by an occupational pension scheme and provided that such occupational pension scheme has been operated by the Trust and the beneficiary of the pensions, gratuities, allowances or charitable aid, or their spouse or parent, has been a member of the occupational pension scheme while employed by the Trust; and to make payments towards insurance and to form and contribute to provident and benefit funds for the benefit of any persons employed by the Company and to subscribe or guarantee money for charitable objects.
5. To purchase, take on lease, or in exchange, hire or otherwise acquire any real or personal property and any rights or privileges which the Trust may think necessary or convenient for the promotion of its main object, and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Trust.
6. To sell, let, mortgage, dispose of or turn to account all or any of the property or assets of the Trust as may be thought expedient with a view to the promotion of its main object.
7. To undertake and execute any trusts which may lawfully be undertaken by the Trust and may be conducive to its main object.
8. To borrow or raise money for the purposes of the Trust on such terms and on such security as may be thought fit.
9. To invest the monies of the Trust not immediately required for its purposes in or upon such investments, securities, or property as may be thought fit. Prior permission to be obtained from Revenue where it is intended to accumulate funds for a period in excess of two years.
10. To establish and support or aid in the establishment or support of any charitable associations or institutions and to subscribe or guarantee money for charitable purposes in any way connected with the purposes of the Trust or calculated to further its main object.
11. To do all such other lawful things as are incidental or conducive to the attainment of the above main object.
Provided that the Trust shall not support with its fund any object, or endeavour to impose on or procure to be observed by its members or others, any regulation, restriction or condition which if it were an object of the Trust would make it a Trade Union.
5. The income and property of the Trust, whencesoever derived, shall be applied solely towards the promotion of the main object of the Trust as set forth in this Memorandum of Association , and no portion thereof shall be paid to or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the members of the Trust. Provided that nothing herein shall prevent the payment in good faith, of reasonable and proper remuneration to any officer or servant of the Trust, not being a director, and to any member of the Trust, in return for any services actually rendered to the Trust, nor prevent the payment of interest at a rate not exceeding 5% per annum on money lent by members of the Trust to promote the main object thereof or reasonable or proper rent for premises demised or let by any member to the Trust; but that no director or member of the Board of Trustees shall be appointed to any salaried office of the Trust or any office of the Trust paid by fees, and that no remuneration or other benefit in money or money’s worth shall be given by the Trust to any director or trustee except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable or proper rent for premises demised or let to the Trust; provided that the provision last aforesaid shall not apply to any payment to any company of which a director or trustee may be a member, and in which such director or trustee shall not hold more than one hundredth part of the capital and such director or trustee shall not be bound to account for any share of profits he may receive in respect of such payment.
6. No addition, alteration or amendment shall be made to or in the provisions of the Memorandum of Association for the time being in force, unless the same shall have been previously submitted to and approved in writing by Revenue and by the Minister for Trade Commerce and Tourism provided that in respect of clauses 5 and 10 of the Memorandum of Association such approval shall be given only after consultation with the Minister for Finance.
7. The fifth and sixth paragraphs of this Memorandum contain conditions to which a licence granted by the Minister for Trade Commerce and Tourism to the Trust in pursuance of Section 24 of the Companies Act, 1963, is subject.
8. The liability of the Members is limited.
9. Every member undertakes to contribute to the assets of the Trust, in the event of 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 Trust 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 6themselves, such amount as may be required not exceeding one Euro.
10. If upon the winding up or dissolution of the Trust 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 Trust but shall be given or transferred to some other charitable institution or institutions having main objects similar to the main object of the Trust and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as imposed on the Trust under or by virtue of Clause 5 hereof, such institution or institutions to be determined by the members of the Trust at or before the time of dissolution, and if and so far as effect cannot be given to such provisions, then to some charitable object.
11. Annual audited accounts shall be kept and made available to the Revenue Commissioners on request.