Company Limited by Guarantee
MEMORANDUM OF ASSOCIATION OF INTERNET MEDICAL SOCIETY (IMS)
1.1 The name of the Company is Internet Medical Society (hereafter "the Society").
2.1 The primary object for which the Society is to promote the safe and responsible practice of medicine online.
2.2 The Society will fulfill the object set out in clause 2.1 through the pursuit of the following specific objectives:
- (1) to study and promote the use of internet in healthcare from both scientific and socio-cultural aspects;
- (2) to promote high quality standards in the use of interned-based medical research and practice;
- (3) to develop a worldwide network of healthcare professionals to promote internet-based medical training and practice;
- (4) to ensure good practices in the use of internet for selling pharmaceutical products;
- (5) to provide a broad range of educational activities and opportunities for doctors, both physicians and surgeons, including students of these disciplines, and for allied healthcare professionals;
- (7) to promote an internet-based exchange of information and ideas on the science, practice and organisation of medicine, both within the health professions and with responsible and informed public opinion;
- (8) to increase the confidence of the medical, allied health and general community in the encouragement of internet-based health solutions;
- (9) to prescribe and adopt standards and classifications for health information online, including scientific medical publications;
- (10) to carry on the business as proprietors and publishers of newspapers, journals, magazines, books and other literary works and undertakings of interest or advantage to online health professionals;
- (11) to enter into any arrangements with any Government or authority, supreme, municipal, local or otherwise, that may seem conducive to the Society's objects or any of them; and to obtain from any such Government or authority any rights, privileges and concessions which the Society may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions;
- (12) to appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Society;
- (13) to construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Society's interest, and to contribute to, subsidise or otherwise assist and take part in the constructions, improvements, maintenance, development, working management, carrying out, alteration or control thereof;
- (14) to invest and deal with the money of the Society not immediately required in such manner as may be permitted by law for the investment of trust funds;
- (15) to take or hold mortgages, liens and charges to secure payment of the purchase price or any unpaid balance of the purchase price of any part of the Society's property or whatsoever kind sold by the Society or any money due to the Society from purchasers and others;
- (16) to take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purposes of procuring contributions to the funds of the Society in the shape of donations, annual subscriptions or otherwise;
- (17) in furtherance of the objects of the Society to take or otherwise acquire and hold shares or other interests in or become a member of any Society or body having objects altogether or in part similar to those of the Society. Provided always that the Society shall not support with its funds any Society or body unless that Society or body prohibits the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Society under or by virtue of clauses 3 and 4;
- (18) to purchase, take on lease or in exchange, hire or otherwise acquire any real and personal property and any rights and privileges which the Society may think necessary or convenient for any of the purposes of the Society. In case the Society shall take or hold any property which may be subject to any trusts the Society shall only deal with the same in such manner as is allowed by law having regard to such trusts;
- (19) to sell, improve, mortgage, develop, exchange, lease, enfranchise, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Society;
- (20) to borrow or raise or secure the payment of money for the purpose of the Society in such manner as the Society shall consider expedient and particularly by the mortgage of all or any part of the property of the Society or by the issue of debentures chargeable upon all or any part of the property of the Society both present and future and to purchase, redeem and pay for any such securities;
- (21) to give any guarantee or indemnity that may be necessary for the payment of any money or a performance of any obligation connected with or arising out of the activities of the Society whether of a pecuniary nature or not;
- (22) to undertake and execute any trusts which may seem to the Society conducive to any of its objects;
- (23) to absorb or affiliate, amalgamate, communicate or enter into any other relations whether formal or informal with any companies, institutions, societies or associations having similar objects or purposes whether relating to medical or other professions or activities and to subscribe to become a member of and cooperate with any such bodies and to procure from and communicate to any such bodies such information as may be likely to forward the objects of the Society or of the profession of health information management PROVIDED THAT the Society shall not amalgamate with any Society, institute, society or association unless the same shall prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Society under or by virtue of clauses 3 and 4;
- (24) to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the companies, institutions, societies or associations with which the Society is authorised to amalgamate;
- (25) To draw, make, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments;
- (26) to expend monies in advertising, printing, publicity and in making known and keeping the public informed from time to time of the affairs and activities of the Society;
- (27) to establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or ex-employees of the Society or dependents or connections of such persons and to grant pensions and allowances and to make payment towards insurance and to subscribe or guarantee money for charitable or benevolent objects or for any exhibition or for any general public or useful object;
- (28) to appoint from time to time either with full or restricted powers and with or without powers of delegation and either with or without remuneration agents, attorneys or other persons or corporations under power of attorney or otherwise within or outside the United Kingdom Capital Territory for the purpose of carrying out or completing all or any of the objects of the Society and or arranging, conducting or managing the business and affairs of the Society or any matter or concern whatsoever in which the Society is now or may from time to time be or become or be about to become interested or concerned with the same or limited powers that the Board of the Society has and delegate such powers of appointment to any person or persons, Society or corporation and from time to time revoke or cancel all or any such appointments or delegations and to remove any person or corporation appointed thereunder;
- (29) in furtherance of the objects of the Society to transfer all or any part of the property assets liabilities and engagements of the Society to any one or more of the companies, institutions, societies or associations with which this Society is authorised to amalgamate;
- (30) to apply for and obtain any order Ordinance of Parliament or Royal charter provisional or otherwise for enabling the Society to carry any of its objects into effect or for any other purpose which may seem expedient;
- (31) to accept subscriptions and donations (whether of real or personal estate) and bequests for all or any of the purposes aforesaid; and
- (32) to do all such other lawful things as are incidental or conducive to the attainment of the above objects.
2.3 Despite any provision of this clause 2, the Society must not support with its funds any object or endeavour to impose on or procure to be observed by its members or others any regulation or restriction which, if an object of the Society, would make it a trade union.
The Society shall be composed of founding members, other persons admitted subsequently as full members, or other member categories.
The following categories may have the full member status: Every professional who holds a degree or doctorate of medicine, surgery or obstetrics, or any other healthcare qualification granted by the competent national authority, providing that said qualification confers the right to practice legally in one or other member.
The following categories may have associate member status, without voting rights, represented by a person authorized by the statutes: all legal persons, either public or private law, all medical Societies, all institutions able to demonstrate that they pursue activities or hold responsibilities relevant to medial practice, including pharmaceutical and medical equipment industries.
Exceptionally, the Society may admit persons with particular skills able to contribute towards achieving the Society's purpose.
4 Membership procedure
Membership applicants shall undertake to abide by the statutes and pay annual dues.
Membership applications will be submitted using the procedure decided by the Executive Board.
Membership applications will be carefully reviewed by one or more members of the Executive Board. Applicants may also be preliminary pre-accepted until formal review is performed. Applicants shall supply upon request any information or other documentation required for the purpose of application appraisal.
5 Member obligations
Active members shall assume no financial obligation or responsibility in respect to financial commitments of the IMS. Full liability rests with the Society, acting through its statutory bodies. Members leaving the Society shall have no claim on its assets.
6 General Assembly
The General Assembly is the global body of the Society composed by all members. It can be joined in a meeting in person or virtually in an on line meeting.
7 Administration and Management
The IMS is administrated and managed by an Executive Committee and a Steering Committee.
8. Executive Committee
The Executive Committee is the main body of the Society. The broadest powers to take administrative and other actions on behalf of the Society shall be vested in the Executive Committee. The Executive Committee is permanently composed by the founding members or the person/legal entity in whom they delegate.
9. Steering Committee
The actions, strategies and scientific decisions shall be taken by the Steering Committee, with the exception of those vested in the Executive Committee and General Assembly. The Steering Committee shall establish its own internal organisation and operating rules.
10 Application of Income and Property
10.1 The income and property of the Society, from wherever it is derived, must be applied solely towards the promotion of the objects of the Society as set out in this memorandum of association.
11 No Distribution to Members
11.1 No portion of the income or property of the Society may be paid directly or indirectly, by way of dividend, bonus or otherwise to the members of the Society.
11.2 Clause 4.1 does not prevent:
- (1) the payment in good faith of remuneration to any officer, servant or member of the Society in return for any services actually rendered to the Society or for goods supplied in the ordinary and usual way of business;
- (2) the payment of interest at a rate not exceeding the rate for the time being fixed for the purpose of this clause by the articles of association on money borrowed from any member of the Society; or
- (3) the payment of reasonable and proper rent for premises demised or let by any member to the Society.
12 Limited Liability
12.1 The liability of the members is limited.
13.1 Every member of the Society undertakes to contribute such amount as may be required, not exceeding 20.00 BitCoins, to the property of the Society in the event of its being wound up while he or she is a member or within 1 year after he or she ceases to be a member for payment:
- (1) Of the debts and liabilities of the Society (contracted before he or she ceases to be a member);
- (2) Of the costs, charges and expenses of winding up; and
- (3) For the adjustment of the rights of the contributories among themselves.
7.1 If upon the winding up or dissolution of the Society any property remains, after satisfaction of all its debts and liabilities, that property must not be paid to or distributed among the members of the Society, but must be given or transferred to some other institution or institutions determined by the members of the Society at or before the time of dissolution.
7.2 If the members do not make the necessary determination under the respective clause, the Society may apply to the Supreme Court to determine the institution or institutions.