ABA Memorandum of Association

THE COMPANIES ACT 2006

COMPANIES LIMITED BY GUARANTEE AND

NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF THE ANTIQUARIAN BOOKSELLERS’ ASSOCIATION (INTERNATIONAL)

1. The Company’s name is the Antiquarian Booksellers Association (International) (and in this document it is called “The Association”)

2. The Association’s registered office is to be situated in England and Wales

3. The Association’s objects (“the Objects”) are:

3.1 To promote the trade in antiquarian, rare and collectable books, manuscripts, autographs, photographs, music, antiquarian maps and graphics, and related materials (hereinafter called collectively “Antiquarian Books”)

3.2 To uphold and enhance the status of the antiquarian book trade

3.3 To promote honourable conduct and high professional standards in business

3.4 To improve the expert and technical knowledge of those engaged in the trade

3.5 To encourage public interest in and appreciation of Antiquarian Books

3.6 To maintain an office and professional secretariat to carry out the objects and policies of the Association

3.7 To promote fairs and exhibitions, either alone or jointly with others, to further the distribution of Antiquarian Books

3.8 To encourage close and friendly relations between Members of the Association through social and professional events

3.9 To promote Benevolent and Educational Funds for charitable and educational purposes by allocating to them a proportion of subscriptions received, and to encourage donations

3.10 To collect for the use of Members confidential information on matters affecting the trade

3.11 To advise on and assist in matters of dispute between Members or Members and others

3.12 To act in the name of the Association in matters where individual action would be less likely to succeed, in particular representing Members’ views to Government and by joining with other interested parties to promote policies favourable to the Objects of the Association

3.13 To encourage the formation of regional branches of the Association and to lend them support

3.14 To provide and maintain a bibliographical reference library for the use of Members

3.15 To negotiate advantageous rates for Members in the provision of business goods and services

3.16 To establish and foster co-operative links with organisations established with similar aims and purposes both in the United Kingdom and elsewhere

3.17 The Association shall be non-profit-making and any surpluses arising from its activities shall be invested and used solely to further the general Objects of the Association as outlined above

4. In furtherance of the Objects but not otherwise the Association may exercise the following powers:

4.1 To draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments, to operate bank accounts, enter into contracts in the name of the Association and to expend the funds of the Association in any manner beneficial to the Objects

4.2 To raise funds and to invite and receive contributions and subscriptions (as the Association may from time to time determine) from persons who wish to support or to receive publications of the Association whether or not they are Members of the Association

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

4.4 Subject to clause 5 below to employ such staff, who shall not be Members of Council of the Association, as are necessary for the proper pursuit of the Objects, upon such terms and conditions as Members of Council shall from time to time prescribe, and to make all reasonable and necessary provision for the payment of pensions and superannuation to staff and their dependants

4.5 To establish, support or co-operate with any charitable trusts, associations, institutions, charities, voluntary bodies or statutory authorities formed for or in furtherance of all or any of the Objects, or similar purposes

4.6 To pay out of the funds of the Association the costs, charges and expenses of and incidental to the formation and registration of the Association

4.7 Subject to such consents as may be required by law to borrow and raise money and secure or discharge any debt or obligation of the Association in such manner as may be thought fit and in particular by mortgages of or charges upon the undertaking and all or any of the real and personal property (present and future) of the Association or by the creation and issue of debentures debenture stock or other obligations or securities of any description

4.8 To invest or set aside for special purposes or as reserves against future expenditure any funds or moneys of the Association not immediately required for its purposes in or upon such investments securities or property of whatsoever nature as may be thought fit and to vary the investments thereof in such manner as may from time to time be determined

4.9 To promote and publicise the existence and purpose of the Association by way of organising conferences training or education meetings and other similar events

4.10 To delegate the management of investments to a financial expert and to arrange for investments or other property of the Association to be held in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Members of Council or of a financial expert acting under their instructions and to pay any reasonable fee required, but only on terms that:

4.10.1 The investment policy is set down in writing by the Members of Council for the financial expert or nominee, who must not do anything outside the powers of the Members of Council and must report every transaction promptly to the Members of Council

4.10.2 The performance of the investments is reviewed regularly by Members of Council who shall formally review the investment policy and the delegation arrangement at least once a year

4.10.3 All payments due to the financial expert or nominee are on a scale or at a level which is agreed in advance and are notified promptly to the Members of Council on receipt. The Members of Council are entitled to cancel the delegation arrangement at any time

4.11 To insure the property of the Association against any foreseeable risk and take out other insurance policies to protect the Association when required

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

5. The income and property of the Association 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 Association and no Member shall be appointed to any office of the Association paid by salary or fees or receive any remuneration or other benefit in money or money’s worth from the Association: Provided that nothing in this document shall prevent any payment in good faith by the Association

5.1 Of the usual professional charges for business done by any Member of Council or by any partner of his or hers, when instructed by the Association to act in a professional capacity on its behalf: Provided that at no time shall a majority of the Members of Council benefit under this provision and that a Member of Council shall withdraw from any meeting at which his or her appointment or remuneration, or that of his or her partner, is under discussion

5.2 Of reasonable and proper remuneration for any services rendered to the Association by any Member or servant of the Association who is not a Member of Council. Any Member or servant of the Association who has any personal or corporate financial interest in any matter raised by any general meeting, meeting of the Members of Council or sub-committee meeting of the Association shall be obliged to declare that specific interest and shall withdraw from any meeting at which this matter is under discussion

5.3 Of interest on money lent by any Member of the Association or Member of Council at a reasonable and proper rate per annum not exceeding the published base lending rate of a clearing bank to be selected by the Members of Council

5.4 Of reasonable and proper rent for premises demised or let by any Member of the Association or a Member of Council

5.5 To any Member or servant of the Association reasonable travelling, hotel and out-of-pocket expenses incurred in the course of duties carried out at the Association’s behest

5.6 Of the payment of any premium in respect of any indemnity insurance to cover the liability of the Members of Council (or any of them) which by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of duty of which they may be guilty in relation to the Association: Provided that any such insurance shall not extend to any claim arising from any act or omission which the Members of Council (or any of them) knew to be a breach of trust or breach of duty or which was committed by the Members of Council (or any of them) in reckless disregard of whether it was a breach of trust or breach of duty or not

6. The liability of the Members is limited

7. Every Member of the Association undertakes to contribute such amount as may be required (not exceeding £1) to the Association’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 Association’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

8. If the Association 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 Association, but shall be given or transferred to some other association or charities having objects similar to the Objects which prohibits the distribution of its or their income or property to an extent at least as great as is imposed on the Association by Clause 5 above chosen by the Members of the Association at or before the time of dissolution and if that cannot be done then to some other charitable object