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(hereinafter referred to as the Trust). Seventh edition - 24/11/2006 RAE
The Trust is a Company Limited by Guarantee and a Registered Charity: it does not have a share capital. The operation of the Trust is governed by the Memorandum and the Articles of Association, copies of which are available in Bedford for inspection by any fully paid up member, provided that seven clear days notice of a request to inspect them is given to the Joint Secretary in writing to 23 Bushmead Ave, Bedford MK40 3QJ, or on the Companies House website for a small fee. The following is a summary of the principal provisions of the Articles and operating rules, which, it is hoped, will answer most questions.
1. The registered name of the Company is The Bedford & Milton Keynes Waterway Trust. Its Objects are to promote and assist in the provision and maintenance of a new waterway (and associated facilities and structures) connecting the Grand Union Canal at Milton Keynes to the River Great Ouse at Bedford for the benefit of local inhabitants and visitors. Such waterway and its facilities are intended to benefit all for recreational, leisure and economic purposes in the interests of social welfare and improvement of the conditions of life and environment of the inhabitants and visitors and as part of a programme of regeneration and conservation of the area.
2. The Trust has Powers in furtherance of its objects: -
3. The Board of Directors
3.1 The Directors of the Company are also Trustees of the Charity and shall number from three toten appointed from its members; are responsible for the management of the Trust and may exercise all the powers of the Trust.
3.2 The Directors may be appointed by a General Meeting or by existing Directors (but in the
latter case such appointees must be confirmed by the next Annual or Extraordinary General
Meeting). A third of the Directors must resign in rotation every three years, but may offer
themselves for re-election.
3.3 A representative of a member organisation may be appointed a Director as well as individual
members.
3.4 No Director/Trustee may be employed by or receive any remuneration for his/her services unless it is authorised by the provisions of clause 5 of the Company’s Memorandum, or is reimbursement of reasonable expenses incurred when acting on behalf of the Trust.
3.5 The Directors shall appoint a Director to chair their meetings and may at any time revoke
such appointment
3.6 The Directors may make Honorary Appointments, such as President or Vice President(s).
Honorary appointees shall not as such have voting rights.
4. The Members
4.1 Membership of the Trust is open to individuals aged 18 or over or organisations who:-
1. Are interested in furthering the work of the Trust and undertake to support its objects
2. Apply in the form required by and are approved the Directors
3. Pay an annual subscription as laid down by the Directors from time to time
4.2 The Directors may establish classes of membership and keep a register of names and
addresses of the members. Currently the following classes exist: Personal (Individual;
Family – up to 2 voting adults);Partner Organisation; Clubs/Charities/Associated
Voluntary Organisation and Honorary (Personal or Organisation – no voting rights)
4.3 Membership may be terminated (other than by resignation) for non-payment of
subscription or any other sums due, failure to support the Trust’s objects or work within
its powers or for some other good and sufficient reason. Such termination may be
resolved by the directors in a meeting provided the member has been given 21 days
notice in writing of the meeting and allowed to make representations at that meeting.
4.4 Every paid up member, whether an individual or an organisation, shall have one vote at
an Annual or Extraordinary General Meeting.
(The Personal Members-volunteers- are organised under a Volunteer Committee to
carryout activities in furtherance of the Trust’s objects. Similarly the Partner
Organisations are organised in a Partnership Board which also incorporates other Project
Partners who feel unable to become members of the Trust. Thirdly, two Project Management
Groups operate to progress specific action plans for the building of the Waterway and brings
in other organisations giving time and resources to their implementation. All these
Committees are chaired by a Trust Director and have other Directors as members. See
Appendix “Trust Structure/terms of reference”)
5 Meetings
5.1 An Annual General Meeting (AGM) of members must be held each year and not more than
fifteen months must elapse between successive AGMs. All general meetings other than
AGMs are called Extraordinary General Meetings (EGMs).
5.2 Normal minimum notice of general meetings shall be 14 clear days and be given in writing
to all members, but a meeting will not be invalidated because a member did not receive the
notice through accidental omission of the Trust. 21 days notice will be given of the Annual
General Meeting and any meetings at which a special resolution is proposed.
5.3 A quorum for transaction of business at a general meeting is ten members..
5.4 Resolutions in writing may be submitted to general meetings by a member or members who
must sign the submission.
5.5 Any vote at a general meeting shall normally be taken by a show of hands, but there is
provision for a poll if demanded by the Chair or at least two members present having the
right to vote or a member or members present representing not less than one-tenth of
members with voting rights.
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6 Dissolution
6.1 The members may at any time, and in expectation of the dissolution of the Trust, resolve
that any net assets be applied or transferred: - a. directly for the Trust’s objects, or
b. to another charity for particular
purposes that fall within the Trust’s
objects.
6.2 Every member promises, if the Trust is dissolved while he or she is a member or within
twelve months after he or she ceases to be a member, to contribute such sum (not
exceeding £1) as may be demanded of him or her towards the payment of the debts,
liabilities and winding up costs of the Trust.
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Appendix: Trust Structure/Terms of Reference
The Board of Directors/Trustees has corporate responsibility for the Trust and its operation in line with company and charity law. It has established and works through four operating committees each chaired by a Director. Key activities of the Board are to:
Partnership Committee(Partnership Board)is formed from organisations - charitable, voluntary, statutory or private sector - whose interests lie in or are furthered by the waterway development. Organisations are invited, but do not need, to be members of the Trust. The committee meets 3 times a year to:
Volunteers Committee is formed from personal members who want to be involved in the Waterway project; they are elected at the AGM. The committee meets bi-monthly to progress those aspects of plans set by Board that can reasonably be undertaken by volunteers, currently:
Project Management Committees (Project Management Groups -West and East) Trust personnel plus relevant planning authorities, other partners, volunteers, and industry advisers. Meet as needed to progress the project in terms of planning, funding, design and construction. Current priorities are to:
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Bedford & Milton Keynes Waterway Trust. A limited company registered in England no. 5760839.
www.b-mkwaterway.co.uk
A charitable incorporated organisation registered charity no 1114294
Correspondence Address: PO Box 3611, Newport Pagnell, MK16 0XN
Registered Office: 16 St Cuthberts Street, Bedford MK40 3JG