MEMORANDUM OF ASSOCIATION of THE SKILLS DEVELOPMENT SCOTLAND CO. LIMITED (formerly "Scottish UfI Trust Limited" name changed to conform to Certificate of Incorporation on Change of Name dated 20 December 2007)
THE COMPANIES ACTS 1985 AND 1989 THE COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL MEMORANDUM OF ASSOCIATION OF The Skills Development Scotland Co. Limited * (Company Number 202659) (as amended by Special Resolutions passed on 28 September 2004 and19 December 2007) 1. The name of the Company is The Skills Development Scotland Co. Limited (hereinafter referred to as "the Company"). 2. The registered office of the Company shall be in Scotland. 3. The objects for which the Company is established are within Scotland, the promotion of the availability of, and the improvement of access to, relevant, high quality and innovative learning and skills development, the supply of education and skills which is responsive to, and aligned with, actions to boost demand, the advancement and promotion of education, lifelong learning and skills development amongst individuals and businesses, the provision of information, advice and guidance, including guidance for career choices, to people of all ages, the provision of support to individuals for learning and skills development, the advancement and provision of training programmes to build employability skills and of support to employers to develop the skills of employees, the promotion of quality in lifelong learning and skills development, the promotion and facilitation of local lifelong learning opportunities and the local development of skills, and the fostering of collaborative partnerships in lifelong learning and skills development. The Company shall have the following powers (exercisable in furtherance of its said objects but not otherwise): (a) To develop, broker provide promote, facilitate, and otherwise make available educational, skills development and training materials, methods, programmes, advice, guidance, support and related services and to co-operate with, encourage and support others in doing so, and by * The Company changed its name from: (a) "Scottish UfI Limited" to conform to Certificate of Incorporation on Change of Name dated 25 July 2000 (b) "Scottish UfI Trust " to conform to Certificate of Incorporation on Change of Name Dated 01 October 2004 (c) "Scottish UfI Trust Limited" to conform to Certificate of Incorporation on Change of Name 20 December 2007
encouraging partnership and stimulating the market, to bring together the public and private sectors to open up new opportunities to meet the needs of potential learners. (b) (c) To enter into contracts for the provision of services to other bodies. To purchase, take on lease, or exchange, hire or otherwise acquire real or personal property and rights or privileges and to construct, maintain and alter buildings or erections. (d) To let or mortgage, dispose of or turn to account all or any of the property or assets of the Company. (e) To insure the Company its property and assets against such risks as the Directors shall consider it prudent and necessary to insure against. (f) To pay out of the funds of the Company the cost of any premium in respect of insurance or indemnities to cover the liability of the directors (or any of them) which by virtue of any rule of law would otherwise attach to them or any of them in respect of any negligence, default, breach of duty or breach of trust of which they may be guilty in relation to the Company: provided that any such insurance shall not provide cover for any director against any claim arising from any act or omission which that director knew was a breach of trust or which was committed by that director in reckless disregard of whether it was a breach of trust or not and provided also that any such insurance shall not extend to the costs of an unsuccessful defence to a criminal prosecution brought against the Directors in their capacity as Directors of the Company. (g) To purchase or otherwise acquire plant and machinery including computer hardware and software, furniture, fixtures, fittings and all other effects of every description and to apply for registration of any patents, rights, copyrights, licences and the like. (h) To acquire the undertaking of any body (whether incorporated or not) having objects similar to the Company and which undertaking can be carried on by the Company within the objects hereinbefore specified. (i) To borrow or raise money on such terms and on such security as may be thought fit with such consents as are required by law and subject always to the terms of any other funding ii
arrangement (including with the Scottish Ministers) any and all restrictions imposed on or by the Member(s) (as defined in the Articles of Association). (j) To grant guarantee or securities over monies due to third parties by subsidiaries or other bodies related to the Company. (k) To take and accept any gift of money, property or any other assets whether subject to any special Trust or not. (l) To draw, make accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank accounts. (m) To invest any monies not for the time being required for the Company's general purposes or with a view to meeting long term commitments or requirements to hold (either in nominee names or otherwise), sell or otherwise deal in such investments (either under discretionary investment management arrangements or otherwise) and generally to do all things which are in the Company's best interests or which are calculated directly or indirectly to protect, enhance the value of, or use most efficiently, the Company's assets or resources. (n) To make any donations in cash or assets or establish for support or aid in the establishment or support of and to send money (with or without security) to or for any charitable associations or institutions. (o) To establish or support any charitable trusts, charitable associations or charitable institutions, formed for all or any of the said objects. (p) To engage and pay any person or persons whether on a full time or part time basis or whether as consultant or employee to supervise, organise, carry on the work of and advise the Company and to make any reasonable and necessary provision for the payment of pensions and superannuation to or on behalf of employees or former employees and their wives, husbands and other dependants. (q) To publicise and gain support for the work of the Company and the said objects. iii
(r) To carry out research and to draw upon research carried out by others and to publicise and make available any findings upon whatever terms are considered likely to benefit the Company or to fulfil the said objects. (s) To raise funds and to invite and receive contributions and to receive gift subject to special trusts within the said objects, without prejudice to the Company having the right to refuse as it sees fit any gift, contribution, legacy or bequest and provided that in raising the funds the Company shall not undertake any substantial permanent trading activity other than that which is in direct furtherance of the said objects; (t) To establish or promote such subsidiaries or holding companies as thought fit in the furtherance of the objects of the Company. (u) To pay out of funds of the Company the costs, charges and expenses of and incidental to the formation and registration of the Company. (v) To do all such other lawful and charitable things as are incidental or conducive to the attainment of the objects of the Company or any of them. (w) To do all or any of the above things either as principals, agents, contractors, trustees or otherwise and by or through trustees, agents or otherwise or by forming other companies or trusts or by acquiring or holding shares and either alone or in conjunction with others with a view to fulfilling the said objects, provided that under no circumstances shall the Company be entitled to act as agent for the Scottish Ministers, or the Member(s). 4. The income and property of the Company shall be applied solely towards the promotion of its 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, bonus or otherwise howsoever by way of profit, to members of the Company and no director of the Company shall be appointed to any office of the Company paid by salary or fees, or receive any remuneration or other benefit in money or moneysworth from the Company. Provided that nothing herein shall prevent any payment in good faith by the Company (i) of reasonable and proper remuneration to any Member, officer or servant of the Company (including, where approved by the Scottish Ministers, a director) for any services rendered to iv
the Company and of travelling expenses necessarily incurred in carrying out the duties of any Member, officer or servant of the Company; (ii) of reasonable and proper remuneration for executive directorial services to any director in terms of a contract or agreement entered into with the Company (or the Scottish Ministers) and in any case approved in writing to the Scottish Ministers, provided that a director shall withdraw from any meeting at which his or her appointment or remuneration or that of any business partner of his or her, is under discussion; (iii) of interest on money lent by a Member or director of the Company at a rate per annum not exceeding 2 percentage points less than the base lending rate for the time being of the Company's clearing bankers or 3% whichever is the greater; (iv) (v) to any director of reasonable out of pocket expenses; of fees, remuneration or other benefit in money or moneysworth to a Company of which a Member of the Company or a director may be a Member. (vi) of reasonable and proper rent for premises demised or let by any Member of the Company or any Director. (vii) provided in each case that the requisite declaration of interests has been made and other provisions of the Articles of Association of the Company relating to declaration of interests, and voting in relation to such matters, is observed. 5. The liability of members is limited. 6. Every Member of the Company undertakes to contribute to the assets of the Company in the event of the same being 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 debts and liabilities of the Company contracted before he or she ceases to be a Member and of the costs, charges and expenses of winding up and for the adjustments of the rights of v
the contributories amongst themselves, such amount as may be required not exceeding 1. Name and Address and Description of the Subscriber Scottish Enterprise, constituted under the Enterprise and New Towns (Scotland) Act 1990 and having its principal place of business at One hundred and Twenty Bothwell Street, Glasgow Signed) Robert Miller (Authorised Signatory) (Signed) John Crawford.. (Witness) For and on behalf of Scottish Enterprise John Crawford.. (Full Name) 14/12/99 120 Bothwell Street Glasgow.. (Address) Solicitor.. (Occupation) vi