Memorandum of Association

THE COMPANIES ACT 1985

COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION OF THE TAXATION DISCIPLINARY BOARD LIMITED ("the Company")

1. NAME

The name of the Company is The Taxation Disciplinary Board Limited.

2. REGISTERED OFFICE

The registered office of the Company is in England and Wales.

3. OBJECTS

The Objects of the Company are to administer the Scheme.

4. POWERS

In furtherance of the Objects (but not otherwise) the Company has and may exercise all or any of the following powers:

4.1 to raise funds and to invite and accept (or disclaim) gifts or loans of money and any other property whatsoever, real or personal and subject or not to any special charitable trust or any condition;

4.2 to reserve funds for special purposes or against future expenditure;

4.3 to draw, make, accept, endorse, discount, execute, issue and deal with promissory notes, bills of exchange and other instruments of any kind, whether or not negotiable or transferable, and to operate bank accounts in the name of the Company;

4.4 to conduct or promote the conduct of research and to publish knowledge acquired as a result of such research;

4.5 to promote and carry out or assist in promoting and carrying out surveys and investigations;

4.6 to advertise in such manner as may be thought expedient;

4.7 to acquire (whether by grant, assignment, licence, purchase, gift or otherwise) any copyright, patent, design right, trade mark, right of publication, translation or reproduction or other intellectual property right which may appear useful to the Company and to register, renew, revoke, license or assign or otherwise turn to account or use the same;

4.8 to provide or assist in providing exhibitions, lectures, meetings, conferences, seminars, classes and workshops;

4.9 to write, make, commission, print, and publish or distribute (gratuitously or otherwise) written materials, films, audio or visual tapes or other materials or assist in such activities;

4.10 to co-operate or enter into arrangements or agreements with any government department, local authority, university, college or professional, commercial or other body or person;

4.11 to purchase, take on lease or in exchange, hire or otherwise acquire, sell, lease or otherwise dispose of property of any kind;

4.12 to construct, alter and maintain any buildings;

4.13 to borrow money and obtain any form of credit or finance on such terms and on such security as may be thought fit;

4.14 to lend money or give credit on such terms and conditions and on such security as may be thought fit;

4.15 to guarantee or give security for the performance of contracts or obligations by any person or body;

4.16 to invest moneys of the Company not immediately required for its purposes in or upon such investments, securities or property;

4.17 to appoint on such reasonable terms as to remuneration and other matters as the Directors determine, employees, members of Committees under the Scheme, independent contractors and voluntary workers;

4.18 subject to clause 5, to pay reasonable annual sums or premiums for or towards the provision of pensions for employees for the time being of the Company or their widows, widowers or dependants;

4.19 to insure the property of the Company against any foreseeable risks and take out other insurance policies to protect the Company as required;

4.20 to provide indemnity insurance to cover the liability of any Director, member of a Committee under the Scheme, agent, employee, independent contractor or voluntary worker of the Company in accordance with the articles;

4.21 to undertake and carry out any charitable trusts or agencies;

4.22 to secure the discharge of any of the Company's liabilities and obligations in any lawful manner;

4.23 to amalgamate or affiliate with or to acquire or take over all or part of the undertaking or assets of any corporate body having objects altogether or mainly similar to those of the Company;

4.24 to pay all expenses arising in connection with the formation and registration or recognition of the Company in any part of the world;

4.25 to do any other lawful thing in furtherance of the Objects.

5. MEMBERS' AND DIRECTORS' INTERESTS

The income and property of the Company must be applied solely towards the promotion of the Objects and may not be paid or distributed directly or indirectly by way of dividend, bonus or otherwise by way of profit to any Member PROVIDED that nothing in this clause prevents any payment in good faith by the Company:

5.1 of reasonable remuneration to any Member (or Director) for any services rendered to the Company;

5.2 of interest at a reasonable rate on money lent by any Member (or Director) to the Company;

5.3 of reasonable rent for premises leased or let by any Member (or Director) to the Company;

5.4 of reasonable out-of-pocket expenses to any Member or Director;

5.4.1 professional fees to any Director, or to any firm or body corporate in which any such Director is beneficially interested, for services rendered to the Company when instructed by the other Directors to act in a professional capacity on behalf of the Company;

5.4.2 reasonable remuneration to the Chief Executive for the time being of the Company

5.5 of reasonable premiums in respect of indemnity insurance effected under the articles.

6. LIMITED LIABILITY

The liability of the Members is limited.

7. GUARANTEE

Every Member undertakes to contribute such amount as may be required not exceeding £1 to the Company's assets if it should be wound up while he is a Member or within one year after he ceases to be a Member, for payment of the Company's debts and liabilities contracted before he 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. SURPLUS ASSETS UPON WINDING UP

Upon the winding up of the Company, any surplus assets of the Company remaining after the satisfaction of all its debts and liabilities shall be transferred to such other body or bodies corporate as the Board may decide.

9. INTERPRETATION

Words and expressions defined in the articles have the same meanings in this Memorandum.

WE, the subscriber[s] to this Memorandum of Association, wish to be formed into a company pursuant to this Memorandum.

NAMES AND ADDRESSES OF SUBSCRIBERS

Richard Francis Mannion
Chartered Institute of Taxation
12 Upper Belgrave Street
London SW1X 8BB

John Michael Kimmer
Association of Taxation Technicians
12 Upper Belgrave Street
London SW1X 8BB

Dated the 20th day of March 2001