The International Engineers Conference on Ethics – Memorandum of Association
1. Name
The name of the company is The International Engineers Conference on Ethics.
2. Purpose:
The objectives for which the Company is established are:
This is a non-profit organization formed in Canada to promote Engineering Ethics internationally by gathering relevant information, providing education and through the organizing of grassroots sessions aimed at the promotion of Engineering Ethics. Traditionally, Engineering Ethics have focused primarily on events that impacted on Public Safety. The International Engineers Conference on Ethics (IECE) broadens this focus to include quality issues, legal and judicial responsibilities, conflict of interest issues - including bribery, confidentiality and respect for the rights of clients, competitors and the public at large.
3. Profits and dividends
In keeping with the spirit of a non-profit organization, the IECE does not support the engagement in profit driven enterprises and all revenues obtained from operations must be used to support promoting Ethics among Engineers.
No dividends or income can be paid to the members or shareholders of the organization.
4. Powers:
The powers of the company are those authorized by section 20(1) of the Companies Act with clause 20 (1) l excluded.
5. Liability
The liability of the members is limited.
6. Shares
The International Engineers Conference on Ethics is established with the issue of one class of share A, limited to 10,000 shares being authorized. These Class A shares have no nominal or par value. The shares will never entitle the holder to a portion of any profits that may arise in a given year and no dividend is allowed to be declared for the holders of the shares. The maximum price these shares with no par or nominal value can be sold is $10.
7. Shareholders
The maximum number of shareholders is 50, exclusive of employees of the organization and current members who have been formerly in the employment of the organization and were shareholders while in that employment. Where 2 or more persons hold one or more shares in the organization, they shall be treated as a single member in this requirement.