200306FinanceCtteePaper2AAOATSv01

CAIRNGORMS NATION­AL PARK AUTHOR­ITY Fin­ance & Deliv­ery Com­mit­tee Paper 2 Annex I 06/03/2020

COM­PAN­IES ACT 2006

A COM­PANY LIM­ITED BY GUAR­AN­TEE AND NOT HAV­ING A SHARE CAPITAL

ART­ICLES OF ASSOCIATION

OF

CAIRNGORMS OUT­DOOR ACCESS TRUST FOR SCOT­LAND (Registered Num­ber: SC186301)

Adop­ted by Spe­cial Res­ol­u­tion passed on 20192

Inter­pret­a­tion

1 In these regulations:

“the Act” means the Com­pan­ies Act 2006 and any stat­utory modi­fic­a­tion or re-enact­ment there­of for the time being in force which applies to the United Kingdom.

“Act of Par­lia­ment” means a legis­lat­ive act or stat­utory instru­ment of either the Par­lia­ment of the United King­dom or the Scot­tish Parliament.

“Affil­i­ate” means a per­son admit­ted as an affil­i­ate of the Trust pur­su­ant to Art­icle 69.

“Area” means (a) the Cairngorms Nation­al Park as defined in the Cairngorms Nation­al Park Des­ig­na­tion, Trans­ition­al and Con­sequen­tial Pro­vi­sions (Scot­land) Order 2003 Modi­fic­a­tion Order 2010 as it may be sub­sequently amended from time to timeScot­land and (b) such land as can, for prac­tic­al pur­poses, fall with­in the scope of a pro­ject or ini­ti­at­ive under­taken by the Trust from time to time.

“Art­icles” means the art­icles of asso­ci­ation of the Trust and ref­er­ence to an Art­icle is to one of the Articles.

“Author­ity” means The Cairngorms Nation­al Park Author­ity cre­ated by the Cairngorms Nation­al Park Des­ig­na­tion, Trans­ition­al and Con­sequen­tial Pro­vi­sions (Scot­land) Order 2003 as amended from time to time and any stat­utory suc­cessor as access author­ity for the Cairngorms Nation­al Park­whole or sub­stan­tially all of the Area.

“Char­ity Law” means the law of Scot­land so far as applic­able to the reg­u­la­tion and oper­a­tion of char­it­ies and trust­ees of char­it­ies includ­ing but not lim­ited to the pro­vi­sions of the Char­it­ies and

“clear days” ​“Dir­ect­or” ​“executed” ​“Gen­er­al Meet­ing” ​“Mem­ber” ​“month” Trust­ee Invest­ment (Scot­land) Act 2005 as amended, con­sol­id­ated and sup­ple­men­ted from time to time.

in rela­tion to the peri­od of a notice means that peri­od exclud­ing the day when the notice is giv­en or deemed to be giv­en and the day for which it is giv­en or on which it is to take effect.

means a dir­ect­or of the Trust.

includes any mode of exe­cu­tion, sig­na­ture, sub­scrip­tion or sealing.

means an Annu­al Gen­er­al Meet­ing or an Extraordin­ary Gen­er­al Meet­ing held for any of the pur­poses spe­cified in the Act or in the Articles.

means a mem­ber of the Trust.

means a cal­en­dar month;

“Registered Office” means the registered office of the Trust.

“Spe­cial Res­ol­u­tion” means a res­ol­u­tion of the Mem­bers (i) for the change of name of the Trust or (ii) for amend­ment of the Art­icles or (iii) for the wind­ing up of the Trust or (iv) for any oth­er mat­ter which is required by the Act to be approved by spe­cial res­ol­u­tion, and which is (a) passed by a major­ity of at least 75% of the Mem­bers who, being entitled to vote, do so in per­son at an Extraordin­ary Gen­er­al Meet­ing or an Annu­al Gen­er­al Meet­ing or (b) executed by at least 75% of the Mem­bers who would have been entitled to vote at a meet­ing called to con­sider the res­ol­u­tion, provided that the notice call­ing the meet­ing or the writ­ten res­ol­u­tion as cir­cu­lated (as the case may be) has included the text of the pro­posed res­ol­u­tion and has spe­cified the inten­tion that it be passed as a spe­cial resolution.

“Trust” means this company.

“the United King­dom” means Great Bri­tain and North­ern Ireland.

“writ­ing” means the rep­res­ent­a­tion or repro­duc­tion of words, sym­bols or oth­er inform­a­tion in a vis­ible form by any meth­od or com­bin­a­tion of meth­ods, wheth­er sent or sup­plied in elec­tron­ic form or otherwise.

Unless the con­text oth­er­wise requires, words or expres­sions con­tained in the Art­icles bear the same mean­ing as in the Act but exclud­ing any stat­utory modi­fic­a­tion there­of not in force when these reg­u­la­tions become bind­ing on the Trust.

The pro­vi­sions of the Inter­pret­a­tion Act 1978 shall apply to the con­struc­tion and inter­pret­a­tion of the Articles.

For the avoid­ance of doubt no pro­vi­sions con­tained in any of Tables A to F inclus­ive set out in the Com­pan­ies (Tables A to F) Reg­u­la­tions (S1 1985 No. 805) or the mod­el art­icles for private com­pan­ies lim­ited by guar­an­tee con­tained in Sched­ule 2 of the Com­pan­ies (Mod­el Art­icles) Reg­u­la­tions 2008 (SI ²⁰⁰⁸⁄₃₂₂₉) as amended pri­or to the date of adop­tion of these Art­icles shall apply to the Trust.

Name

2 The name of the com­pany is Cairngorms-Out­door Access Trust For Scotland.

Registered Office

3 The Trust’s Registered Office is to be situ­ated in Scotland.

Objects

[LC Note: If you want to change the objects of the Trust OSCR’s pri­or con­sent shall be required. You need to apply to OSCR at least 42 days before the change is planned.

The new pur­poses need to be char­it­able and meet the require­ments of the char­ity test. See: https://​www​.oscr​.org​.uk/​m​a​n​a​g​i​n​g​-​a​-​c​h​a​r​i​t​y​/​m​a​k​i​n​g​-​c​h​a​n​g​e​s​-​a​n​d​-​r​e​o​r​g​a​n​i​s​i​n​g​/​m​a​k​i​n​g​-​c​h​a​n​g​e​s-to- your-char­ity/­mak­ing-changes-to-your-char­ity/change-your-char­ity-s-pur­pose‑s/

Do OATS want LC to con­sider wheth­er the new objects are likely to be approved by OSCR/ meet the char­ity test?

Also note that the SiS Loan Agree­ment requires SiS to be made aware of sig­ni­fic­ant changes to the Articles]

4.1 The Trust’s objects are:

4.1.1 Path Net­works for Pub­lic Bene­fit: to fur­ther devel­op an effect­ive out­door access net­work and asso­ci­ated facil­it­ies for pub­lic bene­fit and that fits with nation­al pri­or­it­ies, espe­cially in pop­u­lar but remote and/​or fra­gile rur­al areas;

4.1.2 Col­lab­or­a­tion with Oth­ers: to col­lab­or­ate with oth­ers in build­ing a longer last­ing out­door access net­work that best suits Scotland’s sus­tain­able eco­nomy, envir­on­ment and pub­lic health; and

4.1.3 Pro­mot­ing Skills and Exper­i­ence: to help people gain skills, nation­ally recog­nised qual­i­fic­a­tions and exper­i­ence so that they are bet­ter placed to take up out­door access related employ­ment and volun­teer­ing opportunities.

4.to con­serve and pro­tect, for the bene­fit of the pub­lic, the nat­ur­al her­it­age and envir­on­ment of the Area by encour­aging, devel­op­ing and imple­ment­ing a strategy for the man­age­ment of access in the Area which integ­rates the needs of land man­agers, access users, the loc­al com­munity and the nat­ur­al heritage;

4.1.2 to facil­it­ate and main­tain pub­lic access to the Area whilst at the same time encour­aging a sens­it­ive and planned approach to recre­ation­al use therein and access thereto which is sym­path­et­ic to and com­pat­ible with the nat­ur­al her­it­age of the area;

4.1.3 to advance the edu­ca­tion of the gen­er­al pub­lic in the her­it­age of the Area, includ­ing but not lim­ited to the flora and fauna and envir­on­ment­al and land man­age­ment aspects of the Area, and also in the appro­pri­ate and sens­it­ive use of and access to the Area; and

4.1.4 to pro­mote the pub­lic and indi­vidu­al health bene­fits of the enjoy­ment of out­door access with­in the Area.

4.2 In fur­ther­ance of the object described in Art­icle 4.1, but not oth­er­wise, the Trust shall have power:

4.2.1 to con­serve and pro­tect, for the bene­fit of the pub­lic, the nat­ur­al her­it­age and envir­on­ment of the Area by encour­aging, devel­op­ing and imple­ment­ing a strategy for the man­age­ment of access in the Area which integ­rates the needs of land man­agers, access users, the loc­al com­munity and the nat­ur­al heritage;

4.2.2 to facil­it­ate and main­tain pub­lic access to the Area whilst at the same time encour­aging a sens­it­ive and planned approach to recre­ation­al use therein and access thereto which is sym­path­et­ic to and com­pat­ible with the nat­ur­al her­it­age of the Area;

4.2.3 to advance the edu­ca­tion of the gen­er­al pub­lic in the her­it­age of the Area, includ­ing but not lim­ited to the flora and fauna and envir­on­ment­al and land man­age­ment aspects of the Area, and also in the appro­pri­ate and sens­it­ive use of and access to the Area;

4.2.4 to pro­mote the pub­lic and indi­vidu­al health bene­fits of the enjoy­ment of out­door access with­in the Area;

4.2.54 to provide facil­it­ies and resources for the main­ten­ance, pro­tec­tion and enhance­ment of vis­it­or access to and enjoy­ment of the Area and to do so solely on its own account or in part­ner­ship, joint ven­ture or oth­er asso­ci­ation with oth­er persons;

| 4.2.62 to enhance the pro­mo­tion of sus­tain­able tour­ism with­in, and the eco­nom­ic devel­op­ment of, the Area through the appro­pri­ate pro­vi­sion and pro­mo­tion of out­door access facilities;

4.2.73 to pro­mote, man­age and main­tain vis­it­or access to the Area;

4.2.84 to provide inform­a­tion about the Area and to increase aware­ness of rel­ev­ant nat­ur­al her­it­age and land man­age­ment issues through inter­pret­a­tion and education;

| 4.2.95 to con­sult with stat­utory and oth­er bod­ies with a respons­ib­il­ity for or interest in the Area for the pur­pose of encour­aging their respect­ive involve­ment and sup­port in the work of the Trust;

4.2.610 to acquire and to take over the whole or any part of the under­tak­ing and liab­il­it­ies of any per­son entitled to any prop­erty or rights suit­able for any of the objects of the Trust;

4.2.117 to pur­chase, lease, hire, take in exchange, and oth­er­wise acquire any prop­erty and rights which may be advant­age­ous for the pur­poses of the activ­it­ies of the Trust;

| 4.2.128 to improve, man­age, exploit, devel­op, turn to account and oth­er­wise deal with all or any part of the under­tak­ing, prop­erty and rights of the Trust;

| 4.2.139 to sell, let, hire, license, give in exchange and oth­er­wise dis­pose of all or any part of the under­tak­ing prop­erty, and rights of the Trust; of

| 4.2.104 to lend money and give cred­it to any per­son, with or without secur­ity, and to grant guar­an­tees and con­tracts of indem­nity on behalf of any person;

| 4.2.145 to bor­row money and give secur­ity for the pay­ment of money by, or the per­form­ance or oth­er oblig­a­tions of, the Trust or any oth­er person;

4.2.126 to draw, make, accept, endorse, dis­count, nego­ti­ate, execute and issue cheques, promis­sory notes, bills of exchange, bills of lad­ing, war­rants, deben­tures and oth­er nego­ti­able or trans­fer­able instruments;

4.2.137 to remu­ner­ate any indi­vidu­al in the employ­ment of the Trust and to estab­lish, main­tain and con­trib­ute to any pen­sion, allow­ance or remu­ner­a­tion to, and to make any pay­ment for or towards the insur­ance of, any indi­vidu­al who is or was at any time in the employ­ment of the Trust and the wife, wid­ow, rel­at­ives and depend­ants of any such indi­vidu­al who is or was at any time in the employ­ment of the Trust and the wife, wid­ow, rel­at­ives and depend­ants of such any indi­vidu­al; and to estab­lish, sub­sid­ise and sub­scribe to any insti­tu­tion, asso­ci­ation, club and fund which may bene­fit any such person;

| 4.2.184 to pro­mote any private Act of Par­lia­ment, Pro­vi­sion­al Order and oth­er author­ity to enable the Trust to carry out its objects, alter its con­sti­tu­tion, achieve any oth­er pur­pose which may pro­mote the Trust’s interests, and to oppose or object to any applic­a­tion or pro­ceed­ings which may pre­ju­dice the Trust’s interests;

4.2.195 to enter into any arrange­ment with any organ­isa­tion, gov­ern­ment or author­ity which may be advant­age­ous for the pur­poses of the activ­it­ies of the Trust and to obtain from any such organ­isa­tion, gov­ern­ment or author­ity any charter, right, priv­ilege or concession;

4.2.2016 to enter into part­ner­ship or any oth­er arrange­ment for shar­ing profit, co-oper­a­tion or mutu­al assist­ance with any char­it­able body, wheth­er incor­por­ated or unincorporated;

| 4.2.2117 to give any deben­ture or secur­it­ies and accept any shares, deben­tures or secur­it­ies as con­sid­er­a­tion for any busi­ness, prop­erty and rights acquired or dis­posed of;

| 4.2.2218 to effect insur­ance against risks of all kinds;

| 4.2.2319 to invest moneys of the Trust not imme­di­ately required for the pur­poses of its activ­it­ies in such invest­ments and secur­it­ies (includ­ing land in any part of the world) and that

in such man­ner as may from time to time be con­sidered advant­age­ous (sub­ject to com­pli­ance with any applic­able leg­al require­ments) and to dis­pose of and vary such invest­ments and securities;

4.2.204 to pro­mote com­pan­ies whose activ­it­ies may fur­ther one or more of the above objects or which may gen­er­ate income to sup­port the above objects, acquire and hold shares, stocks, deben­tures and oth­er interests in such com­pan­ies and carry out, in rela­tion to any such com­pany which is a sub­si­di­ary of the Trust, all such func­tions as may be asso­ci­ated with a hold­ing company;

| 4.2.245 to estab­lish and sup­port any asso­ci­ation or oth­er unin­cor­por­ated body hav­ing objects alto­geth­er or in part sim­il­ar to those of the Trust and to pro­mote any com­pany or oth­er incor­por­ated body formed for the pur­pose of car­ry­ing on any activ­ity which the Trust is author­ised to carry on;

| 4.2.226 to amal­gam­ate with any char­it­able body, incor­por­ated or unin­cor­por­ated, hav­ing objects alto­geth­er or in part sim­il­ar to those of the Trust;

| 4.2.273 to sub­scribe for, take, pur­chase and oth­er­wise acquire and hold shares, stocks, deben­tures and oth­er interests in any com­pany with which the Trust is author­ised to amal­gam­ate and to acquire and take over the whole or any part of the under­tak­ing, assets and liab­il­it­ies of any body, incor­por­ated or unin­cor­por­ated, with which the Trust is author­ised to amalgamate;

| 4.2.284 to trans­fer all or any part of the under­tak­ing, prop­erty and rights of the Trust to any body, incor­por­ated or unin­cor­por­ated, with which the Trust is author­ised to amalgamate;

| 4.2.295 to sub­scribe and make con­tri­bu­tions to or oth­er­wise sup­port char­it­able bod­ies, wheth­er incor­por­ated or unin­cor­por­ated, and to make dona­tions for any char­it­able pur­pose con­nec­ted with the activ­it­ies of the Trust or with the fur­ther­ance of its objects;

4.2.3026 to accept sub­scrip­tions, grants, dona­tions, gifts, legacies and endow­ments of all kinds, either abso­lutely or con­di­tion­ally or in trust for any of the objects of the Trust;

4.2.2731 to take such steps (by way of per­son­al or writ­ten appeals, pub­lic meet­ings or oth­er­wise) as may be deemed expedi­ent for the pur­pose of pro­cur­ing con­tri­bu­tions to the funds of the Trust, wheth­er by way of sub­scrip­tions, grants, loans, dona­tions or otherwise;

| 4.2.2832 to provide train­ing and instruc­tion in all aspects of con­ser­va­tion, land use, coun­tryside man­age­ment and related crafts and tech­niques and to encour­age and facil­it­ate the involve­ment of volun­teers in the work of the Trust;

| 4.2.2339 to carry out these objects in any part of the world as prin­cip­al, agent, con­tract­or, Mem­ber or in any oth­er capa­city and through an agent, con­tract­or, sub-con­tract­or, Mem­ber or any per­son act­ing in any oth­er capa­city and either alone or in con­junc­tion with oth­ers; and

| 4.2.340 to do any­thing which may be incid­ent­al or con­du­cive to the attain­ment of the objects of the Trust both with­in and out­side the United Kingdom.

4.3 In this Art­icle 4 where the con­text so admits, ​“prop­erty” means any prop­erty, her­it­able or move­able, real or per­son­al, wherever situated.

Powers of the Trust

5.1 Sub­ject to Art­icle 5.2 the income and prop­erty of the Trust shall be applied solely towards the pro­mo­tion of its objects as set out in Art­icle 4 and no part of the income and prop­erty of the Trust shall be paid or trans­ferred, dir­ectly or indir­ectly by way of dividend to any Member.

5.2 The Trust shall, not­with­stand­ing the pro­vi­sions of Art­icle 5.1 and sub­ject always to Art­icle 5.3, be entitled

5.2.1 to pay reas­on­able and prop­er remu­ner­a­tion to any Mem­ber in return for pro­fes­sion­al, com­mer­cial, trade or oth­er ser­vices actu­ally rendered to the Trust in a capa­city oth­er than that of Mem­ber or Director;

5.2.2 to pay interest at a rate not exceed­ing the com­mer­cial rate on money lent to the Trust by any Member;

5.2.3 to pay rent at a rate not exceed­ing the open mar­ket rent for premises let to the Trust by any Member;

5.2.4 to pur­chase assets from, or sell assets to, any Mem­ber provid­ing such pur­chase or sale is at mar­ket value;

5.2.5 to make pay­ment to a Mem­ber in reim­burse­ment of out of pock­et expenses incurred by such Mem­ber in provid­ing ser­vices for the Trust; and

5.2.6 to pay remu­ner­a­tion to any Mem­ber, includ­ing the pro­vi­sion of liv­ing accom­mod­a­tion under a bona fide con­tract of employment.

5.3 In oper­at­ing under Art­icle 5.2, the Trust shall at all times be sub­ject to such restric­tions as are in force under stat­ute form time to time.

Liab­il­ity

6 The liab­il­ity of the Mem­bers is limited.

7 Each Mem­ber under­takes to con­trib­ute such amount as may be required (not exceed­ing £1) to the Trust’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 Trust’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.

Dis­sol­u­tion

8 If on the wind­ing-up of the Trust any prop­erty remains after sat­is­fac­tion of all the Trust’s debts and liab­il­it­ies, such prop­erty shall not be paid to or dis­trib­uted among the Mem­bers but shall be trans­ferred to some oth­er char­it­able body or bod­ies (wheth­er incor­por­ated or

unin­cor­por­ated) whose objects are alto­geth­er or in part sim­il­ar to the objects of the Trust and whose con­sti­tu­tion pro­hib­its the dis­tri­bu­tion of income and assets among its Mem­bers in the same man­ner as these Articles.

9 The body or bod­ies to which prop­erty is trans­ferred under Art­icle 8 shall be determ­ined solely by the Dir­ect­ors at or before the time of dis­sol­u­tion or, fail­ing such determ­in­a­tion by such court as may acquire jurisdiction.

10 To the extent that effect can­not be giv­en to the pro­vi­sions of Art­icles 8 and 9, the rel­ev­ant prop­erty shall be applied to some oth­er char­it­able object or objects in the Dir­ect­ors’ sole and abso­lute discretion.

Mem­bers

11 The sub­scribers to the memor­andum of asso­ci­ation of the Trust and such oth­er per­sons as are admit­ted to Mem­ber­ship in accord­ance with the Art­icles shall be the Mem­bers. From the date of adop­tion of these Art­icles there shall be only one cat­egory of Member.

12 In the event of the num­ber of Mem­bers fall­ing below [three], the Dir­ect­ors shall con­vene an Extraordin­ary Gen­er­al Meet­ing of the Trust for the pur­poses of con­sid­er­ing wheth­er the Trust should be wound up. [LC Note: Do you want to reduce this fig­ure to two?]

Admis­sion of Members

13.1 The Mem­bers at the date of adop­tion of these Art­icles are:

The Aber­deen­shire Coun­cil, Wood­hill House, West­burn Road, Aber­deen AB16 5GB

The Cairngorms Nation­al Park Author­ity, 14 The Square, Grant­own-on-Spey PH26 3HG

Peter John Ord, The Mill, Milton of Ogilvie, Gla­mis, For­far DD8 1UN

Scot­tish Nat­ur­al Her­it­age, ¹⁶⁄₁₇ Rubis­law Ter­race, Aber­deen AB10 1XE Paths for All Part­ner­ship, Office 8, For­res­t­er Lodge, Tull­ibody Road, Alloa, FK10 2HU

13.2 The power of admit­ting per­sons to Mem­ber­ship shall be ves­ted solely in the Mem­bers who shall be entitled, by Spe­cial Res­ol­u­tion, to admit as a mem­ber of the Trust any per­son which

13.2.1 is a body cor­por­ate duly incor­por­ated or registered in the United King­dom or

13.2.2 is a lim­ited liab­il­ity part­ner­ship registered under the pro­vi­sions of the Lim­ited Liab­il­ity Part­ner­ships Act 2000 or

13.2.3 is a pub­lic author­ity con­sti­tuted by Act of Par­lia­ment AND

[LC Note: Do you want to expand on the above eg to allow for the admis­sion of individuals?1

13.2.4 in the opin­ion of the Mem­bers act­ing in their sole dis­cre­tion has a con­cern or respons­ib­il­ity, act­ing in the pub­lic interest, for the ful­fil­ment of the objects of the Trust.

Ces­sa­tion of Membership

14 Not­with­stand­ing the oth­er pro­vi­sions of the Art­icles a Mem­ber shall cease to be a Mem­ber of the Trust on the earli­est to occur of:

14.1 its dis­sol­u­tion (or in the case of a nat­ur­al per­son who is a Mem­ber at the date of adop­tion of these Art­icles, his death);

14.2 the expiry of one month from the date on which he or it has giv­en notice in writ­ing addressed and delivered to the Sec­ret­ary of the Trust of its with­draw­al as a Member;

14.3 the date on which the Mem­bers, act­ing in their sole dis­cre­tion, pass a Spe­cial Res­ol­u­tion for such Member’s remov­al wheth­er or not assign­ing any reas­on for such removal;

14.4 the date on which he or it becomes bank­rupt or appar­ently insolvent.

15 A Mem­ber whose mem­ber­ship of the Trust has been ter­min­ated in accord­ance with Art­icle 14.3 shall have the right to request the Mem­bers to be heard provided that the exist­ence of such right shall not affect the valid­ity of any res­ol­u­tion by which his mem­ber­ship has been terminated.

Gen­er­al Meetings

16 All Gen­er­al Meet­ings shall be either Annu­al Gen­er­al Meet­ings or Extraordin­ary Gen­er­al Meetings.

17 An Extraordin­ary Gen­er­al Meet­ing shall be con­vened by the Dir­ect­ors on their own ini­ti­at­ive, by requis­i­tion by no less than 20% of the Mem­bers or on requis­i­tion by a resign­ing aud­it­or (under the Act).

18 An Annu­al Gen­er­al Meet­ing shall be con­vened by the Dir­ect­ors and shall be held with­in nine months of the end of each account­ing peri­od of the Trust.

Notice of Gen­er­al Meetings

19 A Gen­er­al Meet­ing shall be called by at least 21 clear days’ notice.

20 A notice con­ven­ing a Gen­er­al Meet­ing shall spe­cify the time and place of the Gen­er­al Meet­ing, the terms of any res­ol­u­tion which is to be pro­posed as (a) a Spe­cial Res­ol­u­tion; or (b) as a res­ol­u­tion requir­ing spe­cial notice (includ­ing a resoult­ion for the remov­al of a Dir­ect­or or an aud­it­or), the gen­er­al nature of any oth­er busi­ness to be trans­acted at the Gen­er­al Meet­ing and wheth­er the Gen­er­al Meet­ing is an Annu­al Gen­er­al Meet­ing or an Extraordin­ary Gen­er­al Meeting.

21 Notice of every Gen­er­al Meet­ing shall be giv­en to all the Mem­bers and to the aud­it­or then hold­ing office (if any).

22 The acci­dent­al omis­sion to give notice of a Gen­er­al Meet­ing to, or the non-receipt of notice of a Gen­er­al Meet­ing by, any per­son entitled to receive notice pur­su­ant to Art­icle 21 shall not inval­id­ate the pro­ceed­ings at that Gen­er­al Meeting.

Pro­ceed­ings at Gen­er­al Meetings

23 No busi­ness shall be trans­acted at any Gen­er­al Meet­ing unless a quor­um is present. A quor­um shall com­prise the attend­ance in per­son or by proxy or cor­por­ate rep­res­ent­at­ive of the great­er of (a) [twohree] Mem­bers for the time being; and (b) at least 50% of the num­ber of Mem­bers. [LC Note: We have pro­posed redu­cing the quor­um require­ments giv­en that there are cur­rently only 4 mem­bers. Note that mem­bers can attend by proxy.1

24 If the quor­um required under Art­icle 23 is not present with­in half an hour after the time appoin­ted for the Gen­er­al Meet­ing, or if dur­ing a Gen­er­al Meet­ing such a quor­um ceases to be present, the Gen­er­al Meet­ing shall (a) if requisi­tioned by a Mem­ber, be adjourned indef­in­itely; and (b) oth­er­wise, stand adjourned to such time and place as may be fixed by the Dir­ect­ors. If the Gen­er­al Meet­ing is adjourned for more than 21 days, not less than sev­en days notice shall be giv­en of the adjourned date and time but oth­er­wise it shall not be neces­sary to give the Mem­bers notice of the adjournment.

25 The chair­man of the Dir­ect­ors (or in his absence some oth­er Dir­ect­or nom­in­ated by the Dir­ect­ors at the time) shall preside as chair­man of the meet­ing, but if neither the chair­man nor such oth­er Dir­ect­or (if any) be present with­in fif­teen minutes after the time appoin­ted for hold­ing the meet­ing and will­ing to act, the Dir­ect­ors present shall elect one of their num­ber to be chair­man and, if there is only one Dir­ect­or present and will­ing to act, he shall be chair­man. If no Dir­ect­or is will­ing to act as chair­man, or if no Dir­ect­or is present with­in fif­teen minutes after the time appoin­ted for hold­ing the meet­ing, the mem­bers present and entitled to vote shall choose one of their num­ber to be chairman.

26 The chair­man may, with the con­sent of a Gen­er­al Meet­ing at which a quor­um is present (and shall if so dir­ec­ted by the Gen­er­al Meet­ing), adjourn the Gen­er­al Meet­ing from time to time and from place to place.

27 No busi­ness shall be trans­acted at an adjourned Gen­er­al Meet­ing oth­er than busi­ness which could prop­erly have been trans­acted at the Gen­er­al Meet­ing which was adjourned if the adjourn­ment had not taken place.

28 A res­ol­u­tion put to the vote of a Gen­er­al Meet­ing shall be decided on a show of hands and a declar­a­tion by the chair­man that a res­ol­u­tion has been car­ried or car­ried unan­im­ously or by a par­tic­u­lar major­ity or lost or not car­ried by a par­tic­u­lar major­ity, and an entry to that effect in the minutes of the meet­ing, shall be con­clus­ive evid­ence of the fact without proof of the num­ber or pro­por­tion of the votes recor­ded in favour of or against the resolution.

Votes of Mem­bers at Gen­er­al Meetings

29 At Gen­er­al Meet­ings, each Mem­ber present in per­son or by proxy or cor­por­ate rep­res­ent­at­ive shall have one vote.

30 Vot­ing shall be by simple major­ity except in the case of a Spe­cial Res­ol­u­tion or as oth­er­wise provided in the Articles.

31 In the case of an equal­ity of votes, the chair­man of the meet­ing shall have a second (cast­ing) vote.

32 No objec­tion may be raised as to the valid­ity of any vote, or to the qual­i­fic­a­tion of any voter, except at the Gen­er­al Meet­ing at which the vote objec­ted to is tendered or the voter pur­ports to vote. Every vote not dis­al­lowed at the Gen­er­al Meet­ing shall be val­id and any such objec­tion shall be referred to the chair­man of the Gen­er­al Meet­ing whose decision shall be final and conclusive.

Num­ber and status of Directors

33 The num­ber of Dir­ect­ors shall not at any time be less than two but shall not be sub­ject to any max­im­um. The Dir­ect­ors shall be deemed for the pur­poses of Char­ity Law to be the trust­ees of the Trust.

Appoint­ment and Retir­al of Directors

34 Each Mem­ber (oth­er than the Author­ity) shall be entitled from time to time, by notice in writ­ing to the Trust

34.1 to nom­in­ate and appoint a per­son to be a Dir­ect­or of the Trust and

34.2 to ter­min­ate the appoint­ment of such per­son and appoint anoth­er to take his place.

| 35.1 From the date of adop­tion of these Art­icles until 31 May 2020, Tthe Author­ity shall be entitled from time to time, by notice in writ­ing to the Trust

| 35.1.1 to nom­in­ate and appoint two per­sons to be Dir­ect­ors of the Trust and

35.1..2 to ter­min­ate the appoint­ment of either or both of such per­sons and to appoint oth­ers to take their places.

35.2 From 1 June 2020, the Author­ity shall be entitled from time to time, by notice in writ­ing to the Trust

35.2.1 to nom­in­ate and appoint a per­son to be a Dir­ect­or of the Trust and

35.2.2 to ter­min­ate the appoint­ment of such per­son and appoint anoth­er to take his place.

36 The Dir­ect­ors shall be entitled from time to time to appoint per­sons to hold office as Dir­ect­ors provided that

36.1 the aggreg­ate num­ber of Dir­ect­ors appoin­ted pur­su­ant to this Art­icle 36 and hold­ing office at any time shall not exceed three four and [LC Note: An altern­at­ive would be not to place any max­im­um on this.]

36.2 any Dir­ect­or so appoin­ted shall retire on the fourth anniversary of the date of his appoint­ment but shall be eli­gible for re-appoint­ment for a fur­ther single term of four years.

37 No per­son shall be appoin­ted as a Dir­ect­or pur­su­ant to any of Art­icles 34, 35 and 36 if he or it is dis­qual­i­fied by law from hold­ing office as a Dir­ect­or and unless

| 38.1 in the case of a nat­ur­al per­son he is a Brit­ish cit­izen and 38.2 in the case of a leg­al per­son, it is either 38.2.1 a body cor­por­ate duly incor­por­ated and registered in the United King­dom or 38.2.2 a lim­ited liab­il­ity part­ner­ship registered under the pro­vi­sions of the Lim­ited Liab­il­ity Part­ner­ships Act 2000 (as amended from time to time) or 38.2.3 a pub­lic author­ity con­sti­tuted by United King­dom Act of Parliament.

Dis­qual­i­fic­a­tion and Remov­al of Directors

39 A Dir­ect­or shall vacate office on the earli­est to occur of the fol­low­ing events:

39.1 he ceases to be a dir­ect­or by vir­tue of any pro­vi­sion of the Act or becomes pro­hib­ited by law from being a dir­ect­or of a company;

39.2 he becomes bank­rupt or appar­ently insolvent;

39.3 he becomes incap­able for med­ic­al reas­ons of ful­filling the duties of his office and such inca­pa­city is expec­ted to con­tin­ue for a peri­od of more than six months;

39.4 he resigns office by notice to the Trust;

39.5 he is absent (without per­mis­sion of the Dir­ect­ors) from meet­ings of Dir­ect­ors for more than six con­sec­ut­ive months and the Dir­ect­ors resolve to remove him from office;

39.6 the Mem­ber who appoin­ted him ceases to be a Member;

39.7 he is removed by writ­ten notice from the appoint­ing Mem­ber pur­su­ant to Art­icles 34.2 or 35.1.2 or 35.1.2;

39.7 he is removed by res­ol­u­tion of the Members;

39.8 the fourth anniversary of any appoint­ment pur­su­ant to Art­icle 36.

Dir­ect­ors Interests

40 Each Dir­ect­or shall com­ply with his oblig­a­tions to dis­close his interest in exist­ing and pro­posed trans­ac­tions or arrange­ments with the Trust pur­su­ant to sec­tions 177 and 182 of the Act.

41 Sub­ject to the remain­ing pro­vi­sions of the Art­icles, the Dir­ect­ors may, in accord­ance with sec­tion 175(5)(a) of the Act, author­ise any mat­ter which would oth­er­wise involve or may involve a Dir­ect­or Trust­ee breach­ing his duty under sec­tion 175(1) of the Act to avoid con­flicts of interest (“a Conflict”).

42 When author­isa­tion of a Con­flict is being con­sidered by the Dir­ect­ors, the Dir­ect­or seek­ing such author­isa­tion and any oth­er Dir­ect­or with a sim­il­ar interest

42.1 shall count in the quor­um 42.2 shall not vote on a res­ol­u­tion author­ising the Con­flict and

42.3 may, if the Dir­ect­ors who do not have a sim­il­ar interest so decide, be excluded from the meet­ing of Dir­ect­ors while the Con­flict is considered.

43 Save in rela­tion to a res­ol­u­tion author­ising a Con­flict, but sub­ject to com­pli­ance with Art­icles 40 – 42, the pro­vi­sions of Char­ity Law and the pro­vi­sions of Art­icles 46 and 47, a Director:

43.1 may vote at any meet­ing of the Dir­ect­ors or of any com­mit­tee of the Dir­ect­ors on any res­ol­u­tion, not­with­stand­ing that it in any way con­cerns or relates to a mat­ter in which he has, dir­ectly or indir­ectly, any kind of interest what­so­ever, and if he shall vote on any such res­ol­u­tion his vote shall be counted;

43.2 may be a party to, or oth­er­wise inter­ested in, any trans­ac­tion or arrange­ment with the Trust or in which the Trust is oth­er­wise interested;

43.3 may be a dir­ect­or or oth­er officer of, or employed by, or a party to any trans­ac­tion or arrange­ment with, or oth­er­wise inter­ested in, any body cor­por­ate pro­moted by the Trust or in which the Trust is oth­er­wise inter­ested; and

43.4 shall not, by reas­on of his office, be account­able to the Trust for any bene­fit which he derives from any such office or employ­ment or from any such trans­ac­tion or arrange­ment or from any interest in any such body cor­por­ate and no such trans­ac­tion or arrange­ment shall be liable to be treated as void on the ground of any such interest or benefit.

44 For the pur­poses of the pre­ced­ing Article:

| 44.1 a gen­er­al notice giv­en to the Dir­ect­ors that an Dir­ect­or is to be regarded as hav­ing an interest of the nature and extent spe­cified in the notice in any trans­ac­tion or arrange­ment in which a spe­cified per­son or class of per­sons is inter­ested shall be deemed to be a dis­clos­ure that the Dir­ect­or has an interest in any such trans­ac­tion of the nature and extent so spe­cified; and

44.2 an interest of which a Dir­ect­or has no know­ledge and of which it is unreas­on­able to expect him to have know­ledge shall not be treated as an interest of his.

Deal­ings with Dir­ect­ors and Members

45 Sub­ject to Art­icle 46, the income and prop­erty of the Trust shall be applied solely towards the pro­mo­tion of its objects as set out in Art­icle 4 and no part of the income and prop­erty of the Trust shall be paid or trans­ferred, dir­ectly or indir­ectly by way of dis­tri­bu­tion of income or cap­it­al to any Dir­ect­or or Member.

46 The Trust shall, not­with­stand­ing the pro­vi­sions of Art­icle 45 and sub­ject always to the pro­vi­sions of Char­ity Law from time to time, be entitled

46.1 to pay reas­on­able and prop­er remu­ner­a­tion to any Dir­ect­or or Mem­ber in return for pro­fes­sion­al, com­mer­cial, trade or oth­er ser­vices actu­ally rendered to the Trust in a capa­city oth­er than that of Dir­ect­or or Member;

46.2 to pay interest at a rate not exceed­ing two per cent over Bank of Eng­land base rate from time to time on money advanced as a loan to the Trust by any Dir­ect­or or Member;

46.3 to pay rent at a rate not exceed­ing the open mar­ket rent for premises let to the Trust by any Dir­ect­or or Member;

46.4 to pur­chase assets from, or sell assets to, any Dir­ect­or or Mem­ber provid­ing such pur­chase or sale is at mar­ket value;

46.5 to make pay­ment to a Dir­ect­or or Mem­ber in reim­burse­ment of trav­el­ling and oth­er out of pock­et expenses incurred by such Dir­ect­or or Mem­ber in provid­ing ser­vices for the Trust; and

46.6 to pay remu­ner­a­tion to any Dir­ect­or or Mem­ber, includ­ing the pro­vi­sion of liv­ing accom­mod­a­tion, under a bona fide con­tract in a form approved by the Directors.

Powers of Directors

47 Sub­ject to the pro­vi­sions of the Act and the Art­icles and to any dir­ec­tions giv­en by Spe­cial Res­ol­u­tion, the busi­ness of the Trust shall be man­aged by the Dir­ect­ors who may exer­cise all the powers of the Trust.

48 No alter­a­tion of the Art­icles and no dir­ec­tion giv­en by Spe­cial Res­ol­u­tion shall inval­id­ate any pri­or act of the Dir­ect­ors which would have been val­id if that alter­a­tion had not been made or that dir­ec­tion had not been given.

49 The powers con­ferred by Art­icle 47 shall not be lim­ited by any spe­cial power con­ferred on the Dir­ect­ors by the Articles.

50 A meet­ing of Dir­ect­ors at which a quor­um is present may exer­cise all powers exer­cis­able by the Directors.

51 The Dir­ect­ors may, by power of attor­ney or by res­ol­u­tion, appoint any per­son to be the agent of the Trust for such pur­pose and on such con­di­tions as they may determine.

Pro­ceed­ings of Directors

52 Sub­ject to the pro­vi­sions of the Art­icles, the Dir­ect­ors may reg­u­late their pro­ceed­ings as they think fit.

| 53 Any Dir­ect­or may call a meet­ing of the Dir­ect­ors and the Directors_​shall in any event meet not less than four times in each account­ing peri­od of the Trust.

54 No notice of a meet­ing of Dir­ect­ors need be giv­en to a Dir­ect­or who is absent from the United Kingdom.

| 55 The Dir­ect­ors shall appoint one of their num­ber as the chair­man of the Trust to preside over Gen­er­al Meet­ings and meet­ings of the Dir­ect­ors. The Dir­ect­ors may also appoint a deputy chair­man. In the absence of the chair­man (or the deputy chair­man) at any such meet­ing, the Dir­ect­ors shall appoint anoth­er of their num­ber as Chair­man, deputy chair­man or Chair­man pro tem.

56 Ques­tions arising at a meet­ing of Dir­ect­ors shall be decided by a major­ity of votes but in no cir­cum­stances shall the chair­man have a second or cast­ing vote.

57 The quor­um for the trans­ac­tion of the busi­ness of the Dir­ect­ors may be fixed by the Dir­ect­ors and, unless so fixed at any oth­er num­ber, shall be two.

58 The con­tinu­ing Dir­ect­ors or a sole con­tinu­ing Dir­ect­or may act not­with­stand­ing vacan­cies but if the num­ber of remain­ing Dir­ect­ors is less than the num­ber fixed as the quor­um, they or he may act only for the pur­pose of call­ing a Gen­er­al Meeting.

59 All acts done by a meet­ing of Dir­ect­ors or by a meet­ing of a com­mit­tee of Dir­ect­ors or by a per­son act­ing as an Dir­ect­or shall, not­with­stand­ing that it is after­wards dis­covered that there was a defect in the appoint­ment of any Dir­ect­or or that any of them was dis­qual­i­fied from hold­ing office or had vacated office or was not entitled to vote, be as val­id as if every such per­son had been duly appoin­ted and was qual­i­fied and had con­tin­ued to be an Dir­ect­or and had been entitled to vote.

60 Sub­ject to Art­icle 42, a Dir­ect­or shall not be coun­ted in the quor­um present at a meet­ing in rela­tion to a res­ol­u­tion on which he is not entitled to vote.

61 The Trust may by Spe­cial Res­ol­u­tion sus­pend or relax to any extent, either gen­er­ally or in respect of any par­tic­u­lar mat­ter, any pro­vi­sion of the Art­icles pro­hib­it­ing an Dir­ect­or from vot­ing at a meet­ing of the Dir­ect­ors or at a meet­ing of a com­mit­tee of Directors.

62 If a ques­tion arises at a meet­ing of Dir­ect­ors or at a meet­ing of a com­mit­tee of Dir­ect­ors as to the right of a Dir­ect­or to vote, the ques­tion may, before the con­clu­sion of the meet­ing, be referred to