Memorandum and Articles of Association
The Memorandum and Articles of Association together form the
Constitution of Play Therapy UK (PTUK). The Memorandum contains mainly the
objects of the
Society (section 3), the share capital and not for profit statements
(sections 4, 7 and 8). The Articles contains
material governing the organisation and procedures of the Society. The Standing Orders are the
THE COMPANIES ACTS 1985 TO 1989 COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION
Of Play Therapy (UK)
The United Kingdom Society for Play and Creative Arts
(As drafted to be adopted by Special Resolution in August
1. The name of the company is Play Therapy (UK) – The United
Kingdom Society for Play and Creative Arts Therapies Limited (hereinafter
called The Society).
2. The registered office of the Society will be situated in
3. The Society is established.
(i) to advance the safe and effective use of therapeutic
play, play therapy, creative arts therapies, child counselling and child
psychotherapy (hereinafter called the therapies), throughout the UK and the
rest of the world generally and in particular where children's development is
impaired by emotional, behaviour or mental health difficulties.
(ii) to promote and provide education and training for
practitioners of therapeutic play, play therapy, creative arts therapies, child
counselling and child psychotherapy
(hereinafter called the practitioners) working in either professional or
voluntary settings, for organisations or as independent self-employed
practitioners, whether full or part time, with a view to raising the standards
of the practice of these therapies for the benefit of the community and in
particular for those who are commissioners, users and recipients of the
(iii) to provide a Profession Structure Model and
infrastructure for the development and operation of the profession.
In furtherance of these objects:
(a) to act as a central body for the purpose of consultation
in matters of educational or public interest concerning the therapies.
(b) to set and promote standards in education, training and
experience in the principles, practice and skills of practitioners of the
(c) to provide services and training for practitioners to
support them in the use and development of the above named therapies.
(d) to develop, maintain and publish a register of certified
and accredited practitioners and clinical supervisors.
(e) to formulate standards of professional conduct and
competence for those engaged in the therapies including an ethical framework,
code of practice and a professional conduct procedure, embodying a complaints
(f) to provide means of assessing knowledge, skill and
experience of the principles and practice of the therapies of persons seeking
admission to membership of the Society and to issue certificates and diplomas
or other awards to those who pass such assessments and tests; provided that no certificate
or diploma or other award shall be issued by the Society which does not state
clearly on its face that it is not issued by or under the authority of any
government department or authority but is issued by the Society only, except
that no such statement shall be required in the case of any certificate or
diploma or other award issued by the Society in conjunction with a government
department or other regulatory body.
(g) to collaborate, as appropriate, with the Health
Professions Council, Department for Education and Employment and other
regulatory or educational bodies in the United Kingdom and elsewhere in
exercising the process contained in above and hereafter.
(h) to set up and administer such systems for the
certification, accreditation and/or registration of practitioners, supervisors,
trainers and other persons, organisations or activities related to the
therapies as may be deemed appropriate.
(i) to commission, publish and distribute, gratuitously or
otherwise, material in the form of web sites, journals, periodicals, magazines,
books, films, CDs, DVDs or any other media.
(j) to promote and facilitate the dissemination and exchange
of information on matters of professional interest among practitioners and
others by the holding of conferences, meetings, workshops, seminars for the
reading of papers and reports, by the publication, by electronic or other
means, of periodicals, books, monographs or papers and by the promotion,
compilation and publication of research studies.
(k) to encourage the study of the therapies by instituting,
establishing and promoting educational and training courses, scholarships,
grants, awards and prizes or by other such means as may be thought appropriate.
(l) to establish such services including technical and
advisory services to the public and for practitioners as may promote and
further the interest, effectiveness and efficiency of members and others for
the public good and the profession generally.
(m) to foster and undertake research into any aspect of the
objects of the Society and its work and to disseminate the results of any such
(n) to establish and maintain a library and collection of
literature, videos and other material relating to the therapies and other
related cognate professional activities and to afford to practitioners
facilities for the use of the same.
(o) to liaise, confer, consult, maintain contact and
collaborate with any authorities, organisations, societies, institutions or
bodies of persons for the time being established in the United Kingdom or
(p) to provide a forum for practitioners and others for
discussion, research and education in the therapies and related matters.
(q) to acquire data, carry out measurements, develop and
maintain databases, and systems in the use of the therapies to assist in the
setting of standards and benchmarks of professional performance and training.
(r) to develop, maintain, promulgate and operate clinical
governance procedures for the quality management and professional development
(s) to research and make recommendations upon the
recruitment, selection, appraisal, use, employment and remuneration of
(t) in furtherance of any one or more of the objects of the
(i) to take and accept any fees, royalties, subscriptions,
any other form of sales revenue, gifts, property or other assets whether
subject to any special trust or not.
(ii) to purchase, take on lease or licence or in exchange,
hire or otherwise acquire any real or personal property.
(iii) subject to such consents as may be required by law to
sell, lease, let or mortgage or otherwise dispose of any assets belonging to
(u) to issue appeals, hold public meetings and take such
other steps as may be required for the purpose of procuring contributions to
the funds of the Society in the form of fees, subscriptions or otherwise.
(v) to acquire, establish and hold any copyright, patent,
translation, publication, right of publication or other intellectual property
right which may appear useful to the Society and to protect, prolong, register,
renew, exercise, develop, use or manufacture the same for any one or more
objects of the Society.
(w) to organise, finance, and maintain alone or in
conjunction with one or more other cognate professional bodies, schemes for the
regulation and discipline of the Society's practitioners in matters of
professional or business conduct.
(x) to draw, make, accept, endorse, discount, execute and
issue promissory notes, bills, cheques and other financial instruments, undertake
foreign exchange transactions and to operate bank accounts in the name of the
(y) to borrow or raise money for the objects of the Society
on such terms and (with such consents as are required by law) on such security
as may be thought fit provided that the Society shall not undertake any
permanent trading activities in raising funds for the objects of the Society.
(z) to invest the monies of the Society not immediately
required for its objects in or upon such investments, securities or property as
may be thought fit, subject nevertheless to such conditions (if any) and such
consents (if any) as may for the time being be imposed or required by law and
subject also as hereinafter provided.
(aa) to establish and/or support any charitable organisation
or body and to subscribe or guarantee money for charitable purposes calculated
to further the objects of the Society.
(bb) to employ and pay any person or persons to advise upon,
appraise, plan, direct, manage, organise, carry on the work of the Society.
(cc) to insure and arrange insurance cover for and to
indemnify its officers, staff and voluntary workers and those of its
practitioners from and against all such risks incurred in the course of the
performance of their duties as may be thought fit.
(dd) to be subject to the provisions of Clause 4 hereof, to
provide for the welfare of persons in the employment of the Society or formerly
in the employment of the Society or its predecessors in business or any
subsidiary or associated Society of the Society, and the wives, widows and
families and dependants of such persons, by grants of money, donations,
gratuities, pensions or other payments, and to establish and maintain or
procure the establishment of any non-contributory or contributory pension, provident
or superannuation funds, or any other trusts, funds and schemes with a view to
providing for the payments aforesaid.
(ee) to amalgamate with any companies, institutions,
organisations that have objects altogether or mainly similar to those of the
Society and prohibit the payment of any dividend or profit to and the
distribution of any of its assets amongst its members at least to the same
extent as such payments or distributions are prohibited in the case of members
of the Society by this Memorandum of Society.
(ff)To purchase or otherwise acquire all or any part of the
organisation, business, property and other assets and liabilities of any
company, partnership, unincorporated organisation or person or establish or
promote any organisation which may be expedient for any of the purposes of the
Society or carrying on any business which the Society is authorised to carry
on, and upon any terms and for any consideration, and to conduct and carry on,
or liquidate and wind up, any such business.
(gg) To enter into partnership with or into any joint
venture with or any arrangement involving sharing of revenues, union of
interests, reciprocal concessions or any other form of co-operation with any
person or organisation carrying on or about to carry on or be engaged in any
activity, business or transaction which the Society is authorised to carry on,
upon any terms and for any consideration.
(hh) to take part in the formation or management or control
of the business of any association, firm, organisation, partnership or person,
on such terms and with such provision for the remuneration of persons involved
with or connected with such business as the Society may think fit.
(ii) to pay out of the funds of the Society the cost,
charges and expenses of and incidental to the formation and registration of the
(jj) to establish where necessary local branches (whether
autonomous or not).
(kk) to establish, promote, control or otherwise assist any
Society or companies for the purpose of acquiring any of the property of the
Society or furthering any of the objects of the Society.
(ll) to purchase or otherwise acquire, erect, maintain,
reconstruct and adapt any offices, workshops, vehicles, plant, machinery,
systems and other things found necessary or convenient for the purposes of the
(mm) To design, manufacture, buy, sell, hire, repair,
improve and generally deal in all systems, materials, machinery, tools,
vehicles, goods or articles of any kind which may be required or used in
connection with any of the businesses of the Society.
(nn) To accept shares (fully or partly paid-up), stocks, the
debentures, mortgage debentures or any other securities of any other
organisation in payment or part payment for any services rendered or for any
sale made to or debt owing from any such organisation, and to hold, sell or
otherwise deal or dispose of any shares, stock or securities so acquired.
(oo) to do all or any of the matters hereby authorised in
any part of the world either alone or in conjunction with, or as factors,
trustees or agents for, any other companies, organisations or persons, or by or
through any factors, trustees or agents.
(pp) To do all such other lawful things as the Society may
deem incidental or conducive to the attainment of any of the above objects of
In construing the objects set forth in the sub-clauses
hereinbefore set out, the widest interpretation shall be given and they shall
in no way be limited by reference to the objects set out or the wording
employed in any other sub-clause or by the name of the Society and none of the
objects or powers specified in any sub-clause shall be deemed to be subsidiary
or ancillary to the objects and powers specified in any other sub-clause.
4. The income and property of the Society shall be applied
solely towards the promotion of its objects as set forth in the Memorandum of
Society 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 members of the Society. Provided that nothing herein shall prevent any
payment in good faith by the Society:
(a) of reasonable and proper remuneration to any member,
officer, consultant or employee of the Society for any services rendered to the
(b) of interest on money lent by any member of the Society
at a rate per annum not exceeding two per cent more than the base lending rate
prescribed for the time being by the Bank of England.
(c) of reasonable and proper rent for premises demised or
let by any member of the Society.
(d) to any member of the Board of Directors remuneration for
services provided as officers of the Society and reasonable out-of-pocket
(e) of any premium in respect of any insurance or indemnity
to cover the liability of the directors (or any one of them) which by virtue of
any rule of law would otherwise attach to them in respect of any negligence,
default, breach of duty or breach of trust of which they may be guilty in
relation to the Society provided that any such insurance or indemnity shall not
extend to any claim arising from wilful fraud or wrongdoing or wilful neglect
or default on the part of the directors (or any of them).
5. The liability of the shareholding members is limited.
6. The share capital of the Society is £10,000 divided into
10,000 shares of £1.00 each.
7. If upon the winding-up or dissolution of the Society
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 Society, but shall be given or transferred to a charitable
institution or institutions having objects similar to the objects of the
Society and which shall prohibit the distribution of its or their income and
property to an extent at least as great as is imposed on the Society under or
by virtue of Clause 4 hereof, such institution or institutions to be determined
by the shareholding members of the Society 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.
8. If upon the Society being acquired by another
organisation, any assets remain after the re-payment of any sums invested by
the shareholding members, any sums realised by the acquisition of these assets
shall be given or transferred to a charitable institution or institutions
having objects similar to the objects of the Society and which shall prohibit
the distribution of its or their income and property to an extent at least as
great as is imposed on the Society under or by virtue of Clause 4 hereof, such
institution or institutions to be determined by the members of the Society 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. If such distribution
would result in a reduction in the capital of the Society, the same does not
take place without first obtaining the sanction (if any) required by law.