Professional Documents
Culture Documents
[Name], Chairman
[Name Trusteee 1 etc.]
In
Attendance:
[Name], CEO
[Name], Secretary
Apologies:
[Name of Trustee]
year/01
INCORPORATION
There were produced: (a)
The Certification of Incorporation, confirming that the Trust had been
incorporated on [date] as name in full and as a private limited company. The
Trust had been granted exemption to omit Limited from its name and was
limited by guarantee and is defined as the Trust
(b)
A print of the Memorandum and Articles of Association, as registered.
(c)
A copy of Form IN01.
yy/02 FIRST TRUSTEES
It was confirmed that, as named in Form IN01, the first Trustees be [list them
all]. It was noted that in the Articles the directors for the purposes of the
Companies Act 2006 were defined as Trustees.
yy/03 CHAIRMAN
It was resolved that [name] be and is hereby appointed Chairman of the Board.
yy/04 CHIEF EXECUTIVE
It was resolved that [Name]d be and is hereby appointed as chief executive of
the Company with effect from [date]. It was further resolved that the
Company enter an employment contract with him, pursuant to the terms of the
circulated employment contract, and that the Chairman be authorised to
conclude those matters set out in the schedule thereto and to sign the
employment contract with [Name] on behalf of the Company.
yy/05 SECRETARY
It was noted that name had been named in Form IN01 as the first Secretary of
the Trust. It was resolved that the Trust enter an employment contract with
him as Trust Secretary of with effect from [date] pursuant to the terms of the
circulated employment contract, and that the Chairman be authorised to
conclude those matters set out in the schedule thereto and to sign the
employment contract with [Name] on behalf of the Trust.
yy/06 PRE-INCORPORATION ACTS
It was resolved that the decisions taken by the members of the Trust prior to
incorporation be and are hereby ratified.
yy/14
EXPENDITURE AUTHORISATIONS
Remuneration Committee
Trust Secretary
Chief Executive or Any 1
Trustee
Chairman or Chief Executive
and Any 1 Trustee
Finance & Risk Committee or
Board
It was resolved that once the Trust had met the minumim income threshold of
5,000 per annum an application should be made to the Charity Commission
for registered charity status.
yy/21 GOVERNANCE
It was resolved that the following be accepted as correct statements and, as
appropriate, be adopted as the Trusts policies. In due course they would be
required for disclosure in the Trusts first annual report.
Method of appointment or election of Trustees
The recruitment of Trustees is by communication with Trustees and others
locally. Subject to the Articles, selection is based on environmental or specific
rivers trust interest, expertise in environmental or other relevant matters,
general experience of charities and integrity, with the over-riding objective of
maintaining a broadly representative body, strong on governance and ability to
add value.
Policies adopted for the induction and training of Trustees
Newly appointed Trustees receive a letter of appointment, including
appointment declarations, and an induction pack, which covers the working of
the Trust specifically and the rivers trust movement generally. In addition,
Trustees are given copies of the Charity Commissions The Essential Trustee:
What you need to know (CC3) and The Hallmarks of an Effective Charity
(CC10), and a summary of Good Governance: A Code for the Voluntary and
Community Sector (published by ACEVO et al).
For ongoing training purposes, the Board have agreed that workshops,
presentations etc. and Board papers will maintain standards of governance on
a timely basis.
The Board meets formally four times per year, but there is frequent
consultation with trustees individually and as groups outside of formal
meetings.
Organisational structure and decision-making
The Board recognises that as a prospective registered charity there is a moral
emphasis on the Trust positively to embrace best governance practice from the
outset.
The Board has resolved that, in principle, the Trust should adopt Best Practice
on a voluntary basis, even if not a statutory requirement, in accordance with
the advice and guidance of its auditors. The Board has adopted the second
edition (October 2010) of Good Governance - A Code for the Voluntary and
Community Sector (published by ACEVO et al).
Although the Trust does not intend to hold Annual General Meetings, it plans to
hold a meeting open to the public at least annually as a means of formal
communication with interested local parties on strategy, priorities and the
Trusts and Boards own performance.
Risk management
Committees. It was agreed at the outset that the Board would meet [4] times a
year.