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| 1) |
The company's name is TRAGER UK LTD (Hereafter referred to as "the Company"
and abbreviated to TUK)
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| 2) |
The company's registered office is to be situated in England & Wales.
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| 3) |
The company's objects are:
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| a) |
To foster world peace, one person at a time through promoting public awareness
and use of the work of Dr. Milton Trager variously known as: TRAGER®,
Psychophysical Integration, The TRAGER Approach, TRAGER Work, TRAGER Bodywork,
TRAGER MENTASTICS® Movement Education and MENTASTICS; hereafter called 'TRAGER'.
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| b) |
To protect the integrity of TRAGER, including to establish, maintain,
and enforce professional standards of practice and instruction, and to
establish criteria for professional practice and continuing education
as directed by Trager International and the laws of the United Kingdom.
The name 'TRAGER International' refers to the presently constituted international
organization or to any successor international organization and shall
be abbreviated to TI in this memorandum.
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| c) |
To be the sole professional governing body for Practitioners and Students
of TRAGER in the United Kingdom subject to the bylaws, rules, regulations,
and enactments of TI.
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| d) |
To coordinate and promote TRAGER trainings within the United Kingdom.
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| e) |
To License Practitioners of TRAGER within the United Kingdom and other
countries under the auspices of TUK within the guidance, terms, training
and criteria set by TI.
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| f) |
To carry on any general commercial activity.
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| 4) |
In furtherance of the objects the Company may exercise the following powers:
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| a) |
to promote the interests, both economically and socially, of the members
and those involved therein by means of education, advertising, publicity,
alliances or other means
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| b) |
to advance the welfare of, and provide support and protection for the
members by assisting with debt and other financial problems and by helping
to reduce overheads within the inter trading environment and on an individual
basis
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| c) |
to apply to the Government, Local Government Authorities, the European
Community, International Organizations, bodies corporate and others for
and to accept grants of money and assistance with a view to promoting
the Objects of the Company for the public benefit and to conform to any
proper conditions upon which such grants and other payments are made
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| d) |
to take and accept any gift of money, property or other assets (whether
subject to any special trust or not) for the Objects
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| e) |
to borrow or raise money for the Objects on such terms and on such security
as may be thought fit subject to such consents as may be required by law
and to a 75% majority of the voting members
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| f) |
subject to such consents as required by law and to a 75% majority of the
voting members to mortgage all or any part of the property of the Association
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| g) |
to draw, make, accept, endorse, discount, execute and issue promissory
notes, bills, cheques and other instruments and to operate bank accounts
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| h) |
to invest moneys of the Company not immediately required for its purposes
in or upon such investments, securities or property as may be thought fit
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| i) |
to subscribe for, take or otherwise acquire and hold shares, stock, debentures
or other securities of or interests in any company or undertaking established
with the intention of furthering its Objects and benefiting the Company
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| j) |
to subscribe for, purchase or otherwise acquire and or sell any patent
or other intellectual property rights in pursuance of the Objects of the
Company and with the intention of directly benefiting the Company
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| k) |
to purchase, take on lease or in exchange hire or otherwise acquire real
or personal property and rights of privileges anywhere in the world, and
to construct, maintain and alter buildings or other structures subject
to such consents as may be required by law
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| l) |
to enter into such contracts and take out such insurances as the Directors
may deem expedient in the interests of the Company
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| m) |
to adopt such means of making the Objects known as the directors may deem
expedient and in particular by publicity in the press or through public
meetings, lectures or otherwise by circulars, by publication of books
and periodicals, making information available in electronically accessible
form, and by granting rewards, scholarships and prizes
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| n) |
to undertake and execute such charitable trusts as the Directors may consider
appropriate pursuant to the Objects of the Company if approved by 75%
of voting members
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| o) |
to engage and pay upon such reasonable and proper terms as may be thought
fit any officer or other person or persons whether on a full or part-time
basis or whether as consultant or employee to supervise, organize, carry
on the work of and advise the Company and to reimburse the reasonable
costs of traveling, accommodation, subsistence, conference and study expenses
necessarily incurred in the course of employment by the Company or the
provision of professional and other consultancy services
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| p) |
to make any reasonable or necessary provision for the payment of pensions
and superannuation to or on behalf of employees or former employees and
their spouses and dependents
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| q) |
to execute and do all such other instruments, acts and things as may be
requisite for the efficient management, development and administration
of the Company
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| r) |
to amalgamate with any companies, institutions, societies or associations
which shall have objects mainly or similar to those of the Company and
which prohibit payment of any individual or profit to and the distribution
of any of their assets amongst their members
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| s) |
to make and alter such rules and regulations as may be requisite for the
efficient management, development and administration of the Company
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| t) |
to do all such other lawful things as will further the attainment of the
Objects or any of them
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| u) |
to perform prudent and necessary business and legal functions, including
entering into contractual obligations and to maintain organizational viability
for the execution of its purposes.
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| v) |
to purchase or otherwise acquire any patents, brevets d'invention, licenses,
concessions, copyrights, trade marks, designs and the like, conferring
any exclusive or non-exclusive or limited right of use, or any secret
or other information as to any invention, process or development which
may seem to the Association capable of being used for any of the purposes
of the Association, or the acquisition of which may seem calculated directly
or indirectly to benefit the Association, to use, exercise, with a view
to the working and development of the same to carry on any business whatsoever,
whether manufacturing or otherwise, which the Association may think calculated
directly or indirectly to achieve these objects.
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| 5) |
TRAGER UK LTD can be abbreviated to 'TUK' and is trading as "TRAGER UK
and Affiliated Countries".
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| 6) |
Where students and practitioners from other countries journey to the United
Kingdom to study under the auspices of TUK, and where no such TRAGER association
exists in their own country, they may be supported in the same way as
UK members by TRAGER UK and Affiliated Countries. When trainings are
run in that country, it becomes an Institutional Member. These conditions
continue until such time as:
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| a) |
A supporting TRAGER association is founded within their own country
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| b) |
A majority of the practitioners and students from the country concerned
request to be affiliated to another Association
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| c) |
All practitioners and students in the country concerned cease to be members
of TUK
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| d) |
The Committee, or the majority of the membership of TUK decide to end
that country's affiliation
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| e) |
Once the number of practitioners in another country exceeds 10 in number
they may be requested by the Committee to opt out of TUK and form their
own National TRAGER Memorandum
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| 7) |
The income and property of the Company shall be applied solely towards
the promotion of the Objects as set forth in this Memorandum of Association
and no portion thereof shall be paid or transferred directly or indirectly
by way of dividend or otherwise to the members of the Company.
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| 8) |
The liability of the members is limited.
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| 9) |
Every Director of the Company undertakes to contribute such amount as
may be required (not exceeding one pound) to the Company assets if it
should be wound up while he or she is a Director or within one year after
he or she ceases to be a Director, for payment of the Association's debts
and liabilities contracted before he or she ceases to be a Director, and
of the costs charges and expenses of winding up.
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| 10) |
If the Company 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 amongst the members of the Company, but shall be given
or transferred to some other business Company, charity or association
having similar Objects which prohibits the distribution of its or their
income and property to an extent at least as great as that imposed on
the Company by this Memorandum, chosen by the members of the Company at
or before the time or dissolution and if that cannot be done then to some
other charitable object.
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