University College London Act 1999

1999 CHAPTER ii

An Act to unite the Eastman Dental Institute with University College London; to transfer all rights, properties and liabilities from the Institute to the College; and for connected and other purposes.

[30 June 1999]

WHEREAS—

(1)

University College London was founded in 1826, with the title “University of London”, under a deed of settlement executed on 11th February 1826; the foundation stone of the then university building was laid on 30th April 1827, and courses of lectures began in October 1828:

(2)

In 1836 a Royal Charter was granted, under which the proprietors of the institution then known as the University of London were reincorporated as University College London. On the same day a Royal Charter was granted to a separate body, to be known as the University of London (hereinafter referred to as “the University”) with powers to examine and grant degrees to persons holding certificates of having pursued courses of instruction approved by the University at University College London or elsewhere:

(3)

University College London was admitted as a School of the University in 1900, following the reconstitution of the University as a result of the [1898 c. 62.] University of London Act 1898 and was incorporated into the University in 1907 pursuant to the [1905 c.xci.] University College London (Transfer) Act 1905 with the title University of London, University College and was subsequently disincorporated from the University by a Royal Charter dated 9th December 1977 and reconstituted as University College London (hereinafter referred to as “the College”) by the [1979 c.xxii.] University College London Act 1979, the rights, properties and liabilities of the University relating to the College being transferred to the College:

(4)

University College Hospital grew out of the University Dispensary, which opened in September 1828 and medical classes started there on 1st October 1828; in May 1833 the foundation stone of the North London Hospital was laid on a site in Gower Street opposite the College and in 1837 the name was changed to University College Hospital (hereinafter referred to as “the Hospital”):

(5)

In 1898 it was found that the University could no longer conveniently incorporate the Hospital nor that part of the Faculty of Medicine dealing with final medical studies and it was therefore decided that the teaching of final medical studies should be carried out by a new corporation and that the teaching of preliminary and intermediate medical studies should continue in the University of London, University College premises:

(6)

The University College London (Transfer) Act 1905 accordingly provided for the formation of a separate body corporate by the name of North London or University College Hospital for the purposes of carrying on the Hospital and Medical School; from 1907 until 1948 the Hospital and Medical School were administered as one. Following the [1946 c. 81.] National Health Service Act 1946 the said Medical School by a new scheme of incorporation in 1948 became a body corporate having perpetual succession and a common seal and became administered separately from the Hospital as an independent school of the University:

(7)

By the University College London Act 1979 the said Medical School was dissolved and ceased to exist as an entity separate from the College and all its property, rights, privileges, debts and liabilities were transferred to the College:

(8)

By the [1988 c.iii.] University College London Act 1988, The Middlesex Hospital Medical School, the Institute of Laryngology and Otology, the Institute of Orthopaedics and the Institute of Urology were dissolved and all of their property, rights, privileges, debts and liabilities were transferred to the College, that part of the College constituting its Medical School being known by the title The University College and Middlesex School of Medicine of University College London:

(9)

The Institute of Ophthalmology was incorporated on 22nd April 1950 as a company limited by guarantee with the principal objects of promoting the study of diseases of the eye and allied subjects. The said Institute’s activities are now carried on principally in premises at 11-43 Bath Street, London EC1V 1LD and pursuant to an agreement dated 1st August 1995 now form part of the College:

(10)

The London School of Medicine for Women was established in 1874 as an association incorporated under the Companies Acts 1862 and 1867 changing its name to The London (Royal Free Hospital) School of Medicine for Women in 1898 in recognition of its association with the Royal Free Hospital, founded in 1828, which provided clinical instruction for the students of the Medical School. It became a school of the University in 1900 under the name and style of the London (Royal Free Hospital) School of Medicine for Women (University of London):

(11)

The London (Royal Free Hospital) School of Medicine for Women (University of London) was reconstituted as a body corporate by Royal Charter granted by His late Majesty King George the Sixth on 9th December 1938 which was subsequently revised on 21st May 1947, by the name and style of the Royal Free Hospital School of Medicine with the main object of acquiring and taking over the property and liabilities of the London (Royal Free Hospital) School of Medicine for Women, providing for the instruction of students to enable them to take degrees in the Faculty of Medicine of the University or to qualify as medical and dental practitioners and doing all such other things as are incidental or conducive to advancing medical and surgical education, learning and research:

(12)

The Institute of Neurology was incorporated on 11th June 1948 as the National Hospital (Queen Square) Institute of Neurology Limited, and on 24th July 1951 as the Institute of Neurology (Queen Square), under the Companies Acts 1929 and 1948 as a company limited by guarantee with the principal objects of promoting the study of diseases of the nervous system, carrying out research and investigation and providing education and practical training of duly qualified medical practitioners as specialists in the prevention, diagnosis and treatment of these diseases. The Institute became a federated institute of the British Postgraduate Medical Federation of the University on 1st August 1950, and its activities are now carried on principally in premises attached to the National Hospital for Neurology and Neurosurgery, Queen Square, London:

(13)

The Institute of Child Health was recognised by resolution of the Senate of the University passed on 5th February 1945 as the research and teaching arm of the Hospital for Sick Children, Great Ormond Street and other related hospitals and was incorporated on 19th October 1949 as a company limited by guarantee and was admitted in July 1949 to the British Postgraduate Medical Federation of the University as an Institution for postgraduate study in paediatrics. The Institute’s activities are now carried on principally in premises attached to Great Ormond Street Hospital for Children NHS Trust:

(14)

By the [1996 c.iii.] University College London Act 1996 provision was made for the Royal Free Hospital School of Medicine, the Institute of Neurology (Queen Square) and the Institute of Child Health to be dissolved and their rights, properties and liabilities to be transferred to the College on an appointed day to be agreed between the College and each of those existing bodies. The appointed days so agreed between the College and the Institute of Child Health, the Institute of Neurology (Queen Square) and the Royal Free Hospital School of Medicine were 1st August 1996, 1st August 1997 and 1st August 1998 respectively:

(15)

The Institute of Dental Surgery was founded and admitted to the British Postgraduate Medical Federation in 1948. On 9th January 1951 it was registered under the [1948 c. 38.] Companies Act 1948, as a company limited by guarantee with the principal objects of promoting by all available means the prevention and study of disease and particularly diseases of the oral and dental tissues and allied subjects and initiating, encouraging, supporting and carrying out research and investigation of such diseases and providing for the education and practical training of duly qualified dental practitioners as specialists in the diagnosis and treatment of diseases of oral and dental tissues. In 1951 recognition of the British Postgraduate Medical Federation as a School of the University of London was extended in respect of its facilities at the Institute of Dental Surgery for five years in the first instance and this was renewed at five-yearly intervals. On 22nd February 1994 the name of the company was changed by special resolution to the Eastman Dental Institute. Its activities are now carried on principally in premises at Gray’s Inn Road in London and it is hereinafter referred to as “the Institute”:

(16)

As a result of a rationalisation of dental education recommended by the University Grants Committee Dental Review Working Party Report of 1988, the University College and Middlesex School of Dentistry of University College London ceased to admit undergraduates after October 1988. The Report also recommended that the Institute should become part of the College which has maintained teaching and research in community dental health at postgraduate level and has retained a number of chairs in dental specialisms including two held jointly with the Institute:

(17)

The College, the Institute and the Trustees of the Eastman Dental Research Foundation, on 24th April 1995, entered into an Affiliation and Merger Agreement whereby it was agreed that it is expedient that provision should be made for the Institute to be united with the College in accordance with this Act:

(18)

The Institute falls within the exemption conferred by section 43(1) of the [1984 c. 24.] Dentists Act 1984, being a body corporate which was carrying on the business of dentistry on 21st July 1955 and which complies with subsection (1)(b) to (d) of that section; and it is expedient that, consequent upon the dissolution of the Institute, the College may form a wholly owned subsidiary company which would have the benefit of that exemption:

(19)

It is expedient that the other provisions contained in this Act should be enacted:

(20)

The objects of this Act cannot be attained without the authority of Parliament:

May it therefore please Your Majesty that it may be enacted, and be it enacted, by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled and by the authority of the same, as follows:—

1 Short title

This Act may be cited as the University College London Act 1999.

2 Interpretation

In this Act, unless the subject or context otherwise requires—

• “the appointed day” means 1st August 1999;

• “the College” means University College London;

• “the Institute” means the Eastman Dental Institute.

3 Dissolution of Institute

(1) On the appointed day the company incorporating the Institute shall be dissolved.

(2) The College shall notify the registrar of the effect of subsection (1) above and of section 10 below within 14 days of the appointed day; and the registrar shall record the dissolution of the company in question.

(3) In subsection (2) above, “the registrar” has the meaning given in section 744 of the [1985 c. 6.] Companies Act 1985.

4 Transfer of property, etc

All property, real and personal, of every description (including things in action) and all rights and privileges of the Institute which immediately before the appointed day belonged to or were vested in or exercisable by the Institute shall on the appointed day, without any conveyance, transfer, assignment or other instrument, be transferred to and vested in, or be exercisable by, the College for all the estate and interest therein of the Institute.

5 Transfer of obligations, etc

All debts and obligations of the Institute shall on the appointed day be transferred and attached to the College and shall thereafter be discharged and satisfied by the College.

6 Savings for agreements, deeds, actions, etc

All agreements, appointments, awards, contracts, deeds and other instruments, and all actions and proceedings and causes of action, which immediately before the appointed day were existing or pending in favour of, or against, the Institute shall on and from the appointed day continue and may be carried into effect, enforced and prosecuted by, or in favour of, or against, the College to the same extent and in like manner as if the College instead of the Institute had been party to, or interested in, the same respectively.

7 Construction of bequests, etc

Any scheme, will, deed or other instrument, whether made or executed before, on or after the appointed day, which contains any bequest, gift or trust or other benefit in favour of or connected with the Institute shall, on and after the appointed day, be read and have effect as if the College were named therein instead of the Institute.

Provided that the College shall administer that bequest, gift, trust or other benefit as nearly as may be for the purposes intended in the original scheme, will, deed or other instrument conferring such benefit and pursuant to the purposes of the Institute as those purposes were defined before the Institute’s dissolution.

8 Transfer of powers to appoint or nominate

Any power or right of the Institute or of any officer or employee of the Institute to appoint or nominate a member of any education authority or of the governing body of any educational, charitable or other institution, shall on the appointed day be transferred to, and may be exercised by, the College or by the officer or employee of the College who in the opinion of the Council of the College most nearly performs the functions formerly performed by the former officer or employee in question.

9 Exemption under Dentists Act 1984

(1) If the College within the period of three years beginning with the appointed day forms a wholly-owned subsidiary for carrying on the business of dentistry and no other business except for a business ancillary to the business of dentistry, for the purposes of section 43(2)(b) of the [1984 c. 24.] Dentists Act 1984—

(a) the Institute shall be deemed to have been reconstructed on the appointed day; and

(b) the company shall be deemed to be a body corporate coming into existence on the reconstruction of the Institute;

and, accordingly, the company shall be deemed to fall within section 43(1) of the said Act of 1984 provided that it complies with subsection (1)(c) and (d) of that section.

(2) In this section “wholly-owned subsidiary” has the meaning given by section 736 of the [1985 c. 6.] Companies Act 1985.

10 Restriction on use of name of Institute

For so long as there shall be—

(a) an institute known as the “Eastman Dental Institute” within the College; or

(b) a company formed in pursuance of section 9 above having in its name the words “Eastman Dental”;

and for a period of 25 years thereafter, no person other than the College shall, without its consent, use the name “Eastman Dental Institute”.