The Companies Acts 1985 and 1989

Company Limited by Guarantee and not having a Share Capital

Memorandum of Association

of

Institute of Healthcare Management

1. The Company's name is the "Institute of Healthcare Management" (and in this document it is called
"the Institute").

2. The Institute's registered office is to be situated in England and Wales.

3. The Institute's objects ("the Objects") are:

a to enhance and promote high standards of professional healthcare management in order to

improve health and healthcare for the benefit of the public;

b to create, sustain and represent a professional community of healthcare managers;

c to provide an independent voice for healthcare managers, and to protect and promote the
status, interests and welfare of the members of the Institute, including by ensuring that their
contribution to good health and healthcare is recognised;

d to influence policy, operations and culture in healthcare;

e to provide local networks for members of the Institute and support for members of the Institute,
especially in times of professional difficulty;

f to promote professional standard-setting in healthcare management;

g to promote good practice and professional development in healthcare management;

h to advance the study of and research in healthcare management;

i to provide or support the education and training of healthcare managers;

j to take over the whole of or any part of the assets and liabilities of the Institute of Health
Services Management and the Association of Managers in General Practice.

4. In furtherance of the Objects but not otherwise the Institute may exercise the following powers:

a to conduct or promote research and to publish the useful results of such research;

b to provide facilities for study, research and education;

c to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other
instruments, and to operate bank or building society accounts in the name of the Institute;

d to raise funds and to invite and receive contributions;

e subject to clause 5 below to employ such staff, who shall not be directors of the Institute, and engage
the services of such persons, as are necessary for the proper pursuit of the Objects and to make all reasonable
and necessary provision for the payment of pensions and superannuation to staff and their dependants;

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f to establish or support and to subscribe, grant, lend or guarantee money or transfer other assets to any companies,
trusts, associations, institutions or other person formed for all or any of the Objects;

g to co-operate with other professional associations, charities, voluntary bodies and statutory authorities operating in
furtherance of the Objects or similar purposes and to exchange information and advice with them;

h to pay out of the funds of the Institute the costs, charges and expenses of and incidental to the formation and
registration of the Institute;

i to insure the property of the Institute against any foreseeable risk and take out other insurance policies to protect the
Institute when required;

j to write, commission, publish, produce and distribute and to assist in the publication, production and distribution of
books, literature, pamphlets, papers, journals, multimedia or other documents or films or recorded tapes (whether audio or
visual or both.) or other forms of communication in any medium;

k to establish and maintain a library and collection of literature, films and other materials relating to healthcare and
general management principles and practice and to afford to the public facilities of use of the same;

1 to collect information relating to healthcare and general management theories and practices on a confidential basis
and to restrict availability of such information in such manner as may be agreed with persons or bodies supplying such
information;

m to hold or assist others to hold conferences, meetings, seminars and discussions and to promote the reading of learned
papers;

n to foster and encourage persons connected with the Institute to undertake voluntary work for the Institute;

o to prescribe standards of education, training and experience in the practice principles and skills of healthcare and
general management;

p to formulate standards of professional conduct and competence for those engaged in health care management;

q to hold examinations or assessments and test knowledge and experience of the practice principles and skills of
healthcare and general management and to award certificates and diplomas to those who pass such examinations or
assessments PROVIDED that no certificate or diploma shall be issued by the Institute 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 Institute only,
except that no such statement shall be required in the case of any certificate or diploma issued by the Institute in conjunction
with the Department of Education and Employment; (or any other Government Department replacing the same);

r to institute, establish and promote educational training courses, scholarships, grants, awards and prizes;

s to collaborate, as appropriate, with the Department of Education and Employment (or any other Government
Department replacing the same) and other educational bodies in the United Kingdom and elsewhere in exercising the powers
contained in clauses 4 (q) and (r) hereof;

t to confer, consult, maintain contact and collaborate with any Government Department authorities, associations,
societies, institutions or bodies of persons for the time being established in the United Kingdom or elsewhere;

u to establish Regions, Branches or other groups of the Institute (whether autonomous or not) for the furtherance of the
Objects in any part of the world;

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v to accept (or disclaim) any gift of money, property or other assets, whether subject or not to any special trust or
condition, for any one or more of the Objects;

w to advertise in such manner as may be thought expedient for the furtherance of the Objects;

x to carry on trade insofar as the trade is exercised in the course of the actual carrying out of the Objects or is ancillary
or incidental to the carrying out of the Objects;

y to purchase, take on lease or licence, borrow, hire or otherwise acquire any real or personal property;

z subject to such consents as may be required by law, to sell, alter, improve, manage, let, mortgage., exchange or
otherwise dispose of or deal with any assets belonging to the Institute;

aa to acquire any copyright, patent, trade mark, design right, translation, publication, right of publication or
reproduction or other intellectual property right which may appear useful to the Institute and to protect, prolong, register,
renew, exercise, develop, turn to account, use or manufacture the same;

bb subject to such consents as may be required by law, to borrow or raise any money and obtain any form of credit or
finance on such terms and on such security as may be thought fit;

cc to invest and deal with in its own name or in the name of nominees moneys of the Institute not immediately required
for its purposes 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;

dd to appoint upon such terms (including provision for reasonable remuneration) as may be thought fit any person who
is authorised to carry on investment business under the provisions of the Financial Services Act 1986 (or any statutory
modification or re-enactment thereof) to be their investment manager (the "Manager") and to delegate to the Manager the
exercise of all or any of the power contained in paragraph (cc - preceding paragraph) of this sub-clause: PROVIDED that:

(i) the Institute shall authorise the Manager to exercise such delegated power as aforesaid only
within clear investment policy guidelines laid down from time to time by the Institute
(ii) the Manager shall be under a duty to report promptly to the Institute any exercise of the
power delegated as aforesaid and to report all transactions at least within 14 days and to report on
performance of any investments managed by them regularly;
(iii) the Institute shall at all times be free from now on to review alter or determine such
delegation and the terms thereof;
(iv) the Institute shall review such delegation at intervals not (in the absence of special reasons)
exceeding 12 months but so that any failure by the Institute to undertake such review within the said
period of 12 months shall not invalidate the delegation;

ee to permit any investments belonging to the Institute to be held in the name of any bank or company as nominee for
the Institute and to pay any such nominee reasonable and proper remuneration for acting as such;

ff to pay for and provide indemnity insurance to cover the liability of any of the directors (members of Council) which
by virtue of any rule of law would otherwise attach to them in respect of any negligence, default, breach of trust or breach of
duty of which they may be guilty relation to the Institute: PROVIDED that any such insurance shall not extend to any claim
arising from any act or omission which the Council members (or any of them) knew to be a breach of trust or breach of duty or
which was committed by the Council members (or any of them) in reckless disregard of whether it was a breach of trust or
breach of duty and provided also that any such insurance shall not extend to the costs of an unsuccessful defence to a criminal
prosecution brought against the Council members (or any of them) in their capacity as directors of the Institute;

gg to amalgamate or affiliate with (by joining or co-operation or some other means) or to acquire or take over all or part
of the undertaking, assets or liabilities of any association, institution or other body having objects altogether or in part similar
to those of the Institute and not formed for profit which the Institute may

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lawfully acquire or take over but so that any steps so taken shall not enlarge the Objects of the Institute or
involve any activity or disbursement of funds which shall not further the attainment of those Objects;

hh to incorporate subsidiary companies to carry on any trade or carry out any of the Objects;

ii to undertake and execute any charitable trusts which may be lawfully undertaken by the Institute;

jj to do all such other lawful things as are necessary for the achievement of the Objects or any of them;

5. The income and property of the Institute shall be applied solely towards the promotion of the Objects
and no part shall be paid or transferred, directly or indirectly, by way of dividend, bonus or other-wise by way
of profit, to members of the Institute, and no director shall be appointed to any office of the Institute paid by
salary or fees or receive any remuneration or other benefit in money or money's worth from the Institute.
Provided that nothing in this document shall prevent any payment in good faith by the Institute:

(a) of the usual professional charges for business done by any director who is a solicitor, accountant or
other person engaged in a profession, or by any partner of his or hers, when instructed by the Institute to act in
a professional capacity on its behalf: PROVIDED that at no time shall a majority of the directors benefit under
this provision and that a director shall withdraw from any meeting at which his or her appointment or
remuneration, or that of his or her partner, is under discussion;

(b) of reasonable and proper remuneration for any services rendered to the Institute by any member,
officer or servant of the Institute who is not a director;

(c) as provided for in the Articles of Association of the Institute respecting the appointment and
remuneration of examiners;

(d) of interest on money lent by any member of the Institute or director at a reasonable and proper rate per
annum not exceeding 2 per cent less than the published base lending rate of a clearing bank to be selected by
the directors;

(e) of fees, remuneration or other benefit in money or money's worth to any company of which a director
or member of the Institute may also be a member holding not more than l/100th part of the issued capital of
that company;

(f) of reasonable and proper rent for premises demised or let by any member of the Institute or a director;

(g) to any director or member of a committee of the Institute of reasonable out-of-pocket expenses;

(h) of reasonable and proper premiums in respect of indemnity insurance effected in accordance with
Clause 4 ff of this Memorandum;

(i) to the partners or employer of a director or member of a committee of the Institute of the reasonable
costs incurred by such partners or employer to engage a person to cover for the duties to such partners or
employer of such director or member of a committee whilst absent carrying out his duties to the Institute.

6. The liability of the members is limited.

7. Every member of the Institute undertakes to contribute such amount as may be required (not exceeding
£10.00) to the Institute's assets if it should be 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 Institute's debts and liabilities contracted before he or she
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. If the Institute 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 among the members of the Institute, but shall be
given or transferred to some other institute, organisation or other body having objects similar to the Objects or
including the Objects which prohibits the distribution of its or their income and property to an extent at

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least as great as is imposed on the institute by Clause 5 above, chosen by the members of the Institute at or
before the time of dissolution and if that cannot be done then to some other charitable object.

We, the persons whose names and addresses are written below, wish to be formed into a company under this
Memorandum of Association.

Signatures, Names and Addresses of Subscribers:

1. Signed: Name: John Edward Brunt

Address: Walker House, The Gardens, Quarlton Vale, Turton, Bolton BL7 0RZ
Witness of the above signature:
Name: Martin William Stoneham Occupation: Secretary to the Council
Address of witness: 139 Hever Avenue, West Kingsdown, Sevenoaks TN15 6DT
2. Signed: Name: Barbara Daniels
Address: 21 Croffta, Dinas Powys, Vale of Glamorgan CF64 4UN
Witness of the above signature:
Name: Jeremy McIntyre Occupation: Mechanical Engineer
Address of witness: 19 Croffta, Southra Park , Dinas Powys
3. Signed: Name: Terence Dennis
Address: Ffynon Wen, St Hilary, Cowbridge, Vale of Glamorgan CF71 7DP
Witness of the above signature:
Name: Martin William Stoneham Occupation: Secretary to the Council
Address of witness : 139 Hever Avenue, West Kingsdown, Sevenoaks TN15 6DT
4. Signed: Name: Graham Richard Dickerson
Address: 3 Mayes Terrace, London Road, Dereham, Norfolk NR19 1AR
Witness of the above signature:
Name: Martin William Stoneham Occupation: Secretary to the Council
Address of witness: 139 Hever Avenue, West Kingsdown, Sevenoaks TN15 6DT
5. Signed: Name: Valerie Margaret Hempsey
Address: 8 Windermere Street, Bensham, Gateshead , Tyne & Wear NE8 1TU
Witness of the above signature:
Name: Martin William Stoneham Occupation: Secretary to the Council
Address of witness: 139 Hever Avenue, West Kingsdown, Sevenoaks TN15 6DT
6. Signed: Name: Michael Lager
Address: Greenways, The Crescent, Woodlands Road, Ashurst, Southampton SO40 7AQ
Witness of the above signature:
Name: Martin William Stoneham Occupation: Secretary to the Council
Address of witness: 139 Hever Avenue, West Kingsdown, Sevenoaks TN15 6DT
7. Signed: Name: Paul David Clark Roberts
Address: Tulip Tree House, Littlehempston, Totnes, Devon TQ9 9LY
Witness of the above signature:
Name: Occupation: Secretary to the Council
Address of witness: 139 Hever Avenue, West Kingsdown, Sevenoaks TN15 6DT

Dated this day 30 September 1999 This date applies to all witness signatures.

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