THE COMPANIES ACTS 1985 AND 1989

COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

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THE DIRECT CONVEYANCING ASSOCIATION

Company Number: 04137280

Incorporated on: 18th September 2002

1. The Company's name is The Direct Conveyancing Association (hereinafter called the "Association").
2. The Association's registered office is to be situated in England and Wales.
3. The Association's objects are:
(a) to improve the home buying public’s experience of conveyancing by promoting a fresh and innovative approach which provides the highest levels of customer service and technical standards;
(b) to engage and work in partnership with lenders, estate agents and others who influence the lending and home moving markets;
(c) to represent, speak for and safeguard the interests of its members, ensuring a level playing field for direct conveyancers on legislative and regulatory issues;
(d) to provide a forum for discussion of issues of collective interest amongst its members and to promote the exchange of non-competitive information between them.
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(ii)
(e) to carry on any other trade or business which can, in the opinion of the Members of the Association, be advantageously carried on in connection with or ancillary to the principal objects of the Association.
(f) to acquire by purchase, lease, exchange, hire or otherwise, or to hold for any estate or interest, any land, buildings, easements, rights, privileges, concessions, licences, machinery, plant, stock-in-trade and any real or personal property of any kind and whether in the United Kingdom or elsewhere necessary or convenient for the purposes of or in connection with the Association's business.
(g) to apply for, register, purchase or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere any patents, patent rights, brevets d'invention, licences, secret processes, trade marks, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Association may acquire or propose to acquire in connection with the Association's business.
(h) to acquire or undertake the whole or any part of the business, goodwill, and assets of any person, firm, company, association or body carrying on or proposing to carry on any of the businesses which the Association is authorised to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm, company, association or body or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for co-operation, or for mutual assistance with any such person, firm, company, association or body or for subsidising or otherwise assisting any such person, firm, company, association or body and to give or accept (but not issue), by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.
(i) to improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Association.
(j) to invest and deal with the moneys of the Association not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made.
(k) to lend and advance money to give credit on any terms and with or without security to any person, firm, company, association or body (including without prejudice to the generality of the foregoing any holding company, subsidiary or fellow subsidiary of, or any other company associated in any way with, the Association), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm, company, association or body (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid).
(l) to borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security upon the whole or any part of the Association's property or assets (whether present or future) and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Association of any obligation or liability it may undertake or which may become binding on it.
(m) to draw, make, accept, endorse, discount, negotiate, execute and issue cheques, bills of exchange, promissory notes, bills of lading, warrants, debentures and other negotiable or transferable instruments.
(n) to apply for, promote, and obtain any Act of Parliament, order, or licence of the Department of Trade or other authority for enabling the Association to carry any of its objects into effect, or for effecting any modification of the Association's constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Association's interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Association's interests.
(o) to enter into any arrangements with any government or authority (supreme, municipal, local, European or otherwise) that may seem conducive to the attainment of the Association's objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Association may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges and concessions.
(p) to subscribe for, take, purchase, or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite shares, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world.
(q) to control, manage, finance, subsidise, co-ordinate or otherwise assist any company or companies in which the Association has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operation of or generally with respect to any such company or companies.
(r) to promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Association, or of undertaking any business or operations which may appear likely to assist or benefit the Association or to enhance the value of any property or business of the Association, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid.
(s) to sell or otherwise dispose of the whole or any part of the business or property of the Association, either together or in portions, for such consideration as the Association may think fit, and in particular for shares, debentures, or securities of any company purchasing the same.
(t) to act as agents or brokers and as trustees for any person, firm or company and to undertake and perform sub-contracts.
(u) to remunerate any person, firm, company, association or body rendering services to the Association either by cash payment or otherwise as may be thought expedient.
(v) to pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Association, or to contract with any person, firm or company to pay the same.
(w) to establish and support or assist in the establishment and support of any charitable or benevolent association or institutions and to subscribe or guarantee money for charitable or benevolent purposes in any way connected with the purposes of the Association or calculated to further its objects.
(x) to procure the Association to be registered or recognised in any part of the world.
(y) to do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.
(z) to do all such other things as are incidental to or which the Association may think conducive with the above objects or any of them.
AND SO THAT
the objects set forth in any sub-clause of this clause shall not be restrictively construed but the widest interpretation shall be given thereto, and they shall not, except when the context expressly so requires, be in any way limited to or restricted by reference to or inference from any other object or objects set forth in such sub-clause or from the terms of any other sub-clause or by the name of the Association. None of such sub-clauses or the object or objects therein specified or the powers thereby conferred shall be deemed subsidiary or ancillary to the objects or powers mentioned in any sub-clause, but the Association shall have full power to exercise all or any of the powers and to achieve or to endeavour to achieve all or an of the objects conferred by and provided in any one or more of the said sub-clauses. The word "company" in this clause, except where used in reference to the Association, shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.
4. The income and property of the Association, whencesoever derived, shall be applied solely towards the promotion of the objects of the Association 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 profit, to the Members of the Association.
5. The liability of the Members of the Association is limited.
6. Every Member of the Association undertakes to contribute such amount as may be required (not exceeding £1) of the Association'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 Association'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 contributories among themselves.
7. If on the winding up of the Association there remains any surplus after the satisfaction of all its debts and liabilities, the surplus shall not be distributed among the members of the Association, but shall be given or transferred to some other body (whether or not it is a member of the Association) having objects similar to those of the Association, or to another body the objects of which are charitable.
We, the several persons whose names and addresses are subscribed, are desirous of being formed into an Association in pursuance of this Memorandum of Association.

Company Number:
THE COMPANIES ACT 1985 AND 1989
COMPANY LIMITED BY GUARANTEE
AND NOT HAVING A SHARE CAPITAL
ARTICLES OF ASSOCIATION
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THE DIRECT CONVEYANCING ASSOCIATION

PRELIMINARY
Regulations 2 to 35 inclusive, 42, 43, 44, 54, 55, 57, 59, 64, 73 to 80 inclusive, 91, 102 to 108 inclusive, 110, 114, 116 and 117 of Table A of the Companies (Table A to F) Regulations 1985 amended by Companies (Tables A to F) (Amendment) Regulations 1986 (referred to in these Articles as “Table A”) shall not apply to the Association but the articles contained below and, subject to the modifications hereinafter expressed, the remaining regulations of Table A shall constitute the Articles of Association of the Company (“the Association”). References herein to “regulations” are to regulations in the said Table A unless otherwise stated.

INTERPRETATION
In these Articles the following terms shall bear the following meanings unless the context otherwise requires:
“Associate Member” a Member who satisfies the conditions contained in Article 1.5
“Auditor” the Auditor from time to time of the Association;
“Chairman” the Chairman of the Association appointed in accordance with Article 7;
“the Committee” means the board of directors of the Association;
“Full Member” a Member who satisfies the conditions contained in Article 1.4 below;
“Member” a Full Member or Associate Member of the Association
“Organisation” any person, form or company;
“Representative” a person representing a Member pursuant to Article 1.3;
“the Secretary” the company secretary of the Association;
“the Treasurer” means the Treasurer of the Association who shall be appointed by the Committee.
All other words contained in these Articles shall bear the same meanings as in the Companies Act 1985 or any statutory modification or re-enactment thereof (unless the context otherwise requires).

In regulation 1 of Table A, the definition of “the holder” shall be omitted.

In these Articles the singular shall include the plural and the masculine shall include the feminine and vice versa.

1. MEMBERS AND MEMBERSHIP
1.1 The Subscribers and such other persons as are admitted to membership with the Articles shall be the Members of the Association.

1.2 Every Organisation which wishes to become a Member shall deliver to the Association an application for membership in such form as the Committee requires executed on behalf of the Organisation and supported by such information as the Committee may reasonably require. Any application for membership shall in addition be proposed by notice in writing signed by two Members and delivered to the Association. No Organisation shall be admitted as a Member unless approved by the Members by special resolution.

1.3 Every Member shall by notice in writing to the Secretary appoint a Representative (being a partner of such Member, or person of equivalent status) to attend and (if so entitled) vote at general meetings of the Association. Each Member may from time to time in the same manner revoke any such appointment and appoint another person in his place.

1.4 Full membership of the Association shall be only available to firms of solicitors and licensed conveyancers who satisfy its criteria for membership from time to time set by the Association having regards to its objects.

1.5 Associate Membership of the Association shall be available to Organisations who satisfy criteria for associate membership from time to time set by the Association having regard to its objects.
1.6 Associate Members shall have the same rights as Full Members save that:

1.6.1 an Associate Member shall not be taken into account in deciding whether or not a quorum is present at any general meeting;

1.6.2 an Associate Member shall not be entitled to vote at any general meeting;

1.6.3 a Representative of an Associate Member shall not be entitled to be a member of the Committee.

1.7 Membership of the Association shall be personal and a Member shall not be entitled to transfer rights or interests in the Association to any third party.

2. SUBSCRIPTIONS
2.1 Every Member shall on admission pay to the Association such joining fee and subscription as the Association may from time to time determine and an organization shall not become a Member until the joining fee and subscription is paid to the Association.
2.2 Every Member shall in each year pay to the Association such subscription or subscriptions as the Association may from time to time determine having regard to the financial requirements of the Association. The normal annual subscription will be payable on the 1st day of May each year (or such other date as the Committee determines) and the Association shall give 30 days notice in writing of the amount due from Members on such date. Other subscriptions may be determined by the Committee at its absolute discretion at such times as circumstances may require. Any Member which fails to make payment of any subscription on the due day or within 28 days thereafter shall without prejudice to any other provisions of these Articles not be entitled to receive notice of or to attend or vote at any general meeting of the Association.

2.3 The Committee may from time to time and at its absolute discretion request from Members additional finance for the Association by way of loan or as the Committee may determine. Any Member which fails to provide such loans or other finance within 60 days of the due date shall be deemed thereupon (subject to the Committee otherwise determining at its absolute discretion) to have given notice of resignation from the Association.
2.4 The Association may in its absolute discretion waive or refund all or any part of the joining fees and/or subscription on the admission or the retirement or expulsion of a Member.
3. RESIGNATION OF MEMBERS
3.1 A Member shall cease to be a Member of the Association if he gives written notice to the Chairman of his resignation.

3.2 Every such notice will, unless otherwise expressed, be deemed to take effect on its receipt by the Association, but cessation of membership will not release the Member from liability for any monies due from the Member to the Association at the date of resignation.

3.3 A Member whose subscription is more than 60 days in arrears shall be deemed thereupon (subject to the Committee otherwise determining at its absolute discretion) to have given notice of resignation from the Association.

4. DETERMINATION OF MEMBERSHIP
4.1 The membership of any Member shall determine immediately upon the happening of any of the following events:
4.1.1 an order is made, or an effective resolution is passed for winding up the Member which is a limited company other than for the purposes of a solvent amalgamation or reconstruction or if the Member is not a company the Member undertakes or suffers any analogues proceeding or procedure; or

4.1.2 of the Member shall compound with its creditors generally.
4.2 Membership shall cease on death.

5. EXPULSION OF MEMBER
If any Member is accused of any breach of the Articles or any conduct which could prejudice the reputation of the Association or other unprofessional conduct on grounds which the Committee, after investigation, deems (at its absolute discretion) sufficient, an extraordinary general meeting of the Association shall be convened to consider the accusation (of which meeting the Member accused must have at least 14 clear days’ notice), and the Member may, after the Member has had the opportunity at the general meeting of explaining his conduct, by vote of three quarters of the Members present and voting on the question (there being not less than 10 Members present) be expelled from the Association and will then immediately forfeit his interest and privileges in the Association without further claim for any money paid to the Association, but he will remain liable to pay any subscriptions or other money outstanding at the date of expulsion.
6. OBLIGATIONS OF MEMBERS
6.1 Every Member shall pay all sums due to the Association within 21 days of receipt of an invoice in respect thereof.

6.2 Every Member shall promptly submit returns of any statistical information required by an independent auditor instructed by the Committee in such manner as the auditor may require.

6.3 Every Member shall comply with all Codes of Practice from time to time issued by the Association.

6.4 Every Member shall promptly notify the Association of any event in relation to the business of the Member which could have a harmful effect on the business or reputation of the Association.

7. THE COMMITTEE
7.1 Subject to the provisions of the Companies Act 1985, the Memorandum and Articles of Association and to any directions given by special resolution, the business of the Association shall be managed by the Committee which may exercise all powers of the Association.
7.2 The Committee shall consist of a Chairman and a Treasurer and not more than four other directors all of whom shall be elected in the manner specified in the Articles. The Chairman and the Treasurer shall be elected for two years and shall then be eligible for re-election and other Committee members shall be elected for one year only.

7.3 No persons shall be eligible for election to the Committee unless he is a Representative of a Full Member and his willingness to be elected has been communicated to the Members of the Association before each election.

7.4 An election for vacancies in the Committee shall take place at each general meeting.

7.5 The members of the Committee shall be entitled to co-opt other Representatives to the Committee to fill any vacancy as a casual vacancy. Any such co-opted member shall retire at the next annual general meeting.

7.6 The first sentence of regulation 70 of Table A shall be omitted.

7.7 The Secretary shall be a Representative.

8. MEETINGS OF THE COMMITTEE

8.1 The Committee shall meet at such times as it deems necessary to carry out its duties and responsibilities.

8.2 Four Members of the Committee shall form a quorum. Votes of the Committee shall be taken by simple majority on a show of hands with each member of the Committee having one vote.

8.3 Minutes of all the proceedings of the Committee must be taken and must be open to inspection by any Member on request to the Secretary.

8.4 Any Member of the Committee shall have discretion to call meetings of the Committee if they consider it to be in the interests of the Association by giving all the members of the Committee not less than two days oral and written notice of the meeting.
8.5 The third sentence of regulations 88 of Table A shall be omitted.

8.6 The first sentence of regulation 89 of Table A shall be omitted.

9. SUB-COMMITTEES
9.1 The Committee may from time to time appoint from among their number such sub-committees as they may consider necessary or expedient any may delegate to them such of the powers and duties as the Committee may determine.

9.2 All sub-committees shall periodically report their proceedings to the Committee and shall conduct their business in accordance with the directions of the Committee.

9.3 If any Member ceases to be a member of a Committee he automatically ceases to be a Member of any relevant sub-committee and another member of that Committee must be appointed in his place.

10. ANNUAL GENERAL MEETING
The annual meeting of the Association shall be held each year not later than 1 May to transact the following business:

10.1 to receive the Chairmans’ Report of the activities of the Association during the previous year;

10.2 to receive and consider the accounts of the Association for the previous year and the Auditors’ Report on the accounts;

10.3 to remove and elect the Auditor or confirm that he remains in the office;

10.4 to receive a report, balance sheet and statement of accounts for the preceding financial year and an estimate of the receipts and expenditure for the current financial year;

10.5 to receive from the Committee a report relating to the matters for which the Committee has responsibility;

10.6 to receive a report from any sub-committee appointed pursuant to Article 9;

10.7 to determine the joining fee for new Members and the subscriptions payable by Members for membership of the Association for the forthcoming year;

10.8 to elect the members of the Committee;

10.9 to consider any other business as determined by the Committee.

11. GENERAL MEETINGS
11.1 In regulation 38 of Table A:

11.1.1 in paragraph (b) the words “of the total voting rights at the meeting of all the members” shall be substituted for “in nominal value of the shares giving that right”; and

11.1.2 the words “The notice shall be given to all the members and to the directors and auditors” shall be substituted for the last sentence.

11.2 At all general meetings of the Association the Chairman, or in the Chairman’s absence a Member selected by the remaining Members, shall take the chair.

11.3 The word “two” shall be omitted from Regulation 40 of Table A and the word “five” substituted.

11.4 Paragraph (d) of regulation 46 of Table A shall be omitted.

12. VOTING
12.1 On a show of hands every Member present in person shall have one vote. On a poll every member present in person or by proxy shall have one vote.

12.2 In the event of an equality of votes at a general meeting the Chairman of the meeting shall have an additional or casting vote.

13. FINANCE
13.1 All monies payable to the Association shall be received by the Treasurer of the Association and deposited in a bank account in the name of the Association. No sum shall be drawn from that account except by a member of the Committee.

13.2 The Committee shall have power to authorize the payment of remuneration and expenses to any officer, member or employee of the Association and to any other person or persons for services rendered to the Association.

13.3 The financial transactions of the Association shall be recorded in such manner as the Members think fit.

14. DIRECTORS’ EXPENSES
The words “of any class of shares or” shall be omitted from regulation 83 of Table A.

15. PROCEEDINGS OF DIRECTORS
In paragraph (c) of regulation 94 of Table a the word “debentures” shall be substituted for the words “shares, debentures or other securities” in both places where they occur.

16. MINUTES
The words “of the holders of any class of shares in the company” shall be omitted from regulation 100 of Table A.

17. NOTICES
17.1 The second sentence of regulation 112 of Table A shall be omitted.

17.2 The words “or of the holders of any class of shares in the company” shall be omitted from regulation 113 of Table A.