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APPENDIX 5: NAME OF TRUST

MINUTES OF THE FIRST MEETING OF TRUSTEES


HELD AT [VENUE]
[DATE]
Present:

[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.

It was confirmed that there were no enduring contracts, leases or other


ongoing financial commitments entered into prior to incorporation.

yy/07 REGISTERED OFFICE


It was confirmed that the Registered Office of the Trust was [Address] and the
Secretary was instructed to arrange a suitable nameplate to meet the
requirements of the Companies Act.
yy/08 SEAL
It was resolved that the Trust adopts a common seal in electronic form for
membership and other pre-printed documentation. The seal must be attested
by any two Trustees or or one Trustee and the Secretary or the Chief Executive
Officer. Any instrument signed by two Trustees or one Trustee and the
Secretary or the Chief Executive Officer shall likewise have the same effect.
It was further resolved that such signatories be authorised to execute any such
instrument on behalf of the Trust provided that a register containing the details
as would normally be contained in a seal book be maintained and a summary
of new entries, if any, be reported to the next following Board Meeting.
yy/09 STATUTORY RECORDS
The Secretary was instructed to make up the statutory registers and directors
interests pursuant to the Companies Act 2006 and to maintain the same.
yy/10 DISCLOSURE OF INTERESTS
There were no notices required to be given by the Trustees pursuant to Section
182 of the Companies Act 2006 (re interest in contracts with the company).
The Articles set out the procedure for declaring any conflict of interest,
withdrawing and not voting and further guidance was given in the Trustees
Induction Guide.
yy/11 FINANCIAL YEAR END
It was resolved that the Companys Accounting Reference Date be 31 st
December, and the Secretary was authorised to notify Companies House
thereof on Form AA01.
yy/12 AUDITORS
It was resolved that Mazars be appointed as Auditors of the Company to hold
office until the conclusion of the first General Meeting of the Company at which
Financial Statements are laid before it.
yy/13 BANKERS
It was resolved that bank accounts (current and deposit) be opened with
[name of bank and branch], and that the Banks form of mandate for a limited
company be approved and appended to the Minutes. It was further resolved
that the Chairman be authorised to sign to certify that the resolutions
contained therein were duly passed and entered into the Minute Book of the
Trust.
Pursuant thereto, it was resolved that:
(a)
Account Signatories be [list of all signatories as per Bank application
form].
(b)
The authorising instructions are: Any two of the Account Signatories
above.

yy/14

EXPENDITURE AUTHORISATIONS

It was agreed that expenditure authorisation limits for a single transaction or


the aggregate of a series of instalments on the Trusts business be as follows:
Salaries
Limit of 2,500
Limit of 10,000
Limit of 20,000
Above 20,000

Remuneration Committee
Trust Secretary
Chief Executive or Any 1
Trustee
Chairman or Chief Executive
and Any 1 Trustee
Finance & Risk Committee or
Board

No person was permitted to authorise or act as a Bank mandate signatory for


his own personal expenditure.

yy/15 HM REVENUE & CUSTOMS - NEW COMPANY ENQUIRY


The Secretary reported that, following a discussion with the Auditors, the Trust
would start trading with effect from [date], and he was instructed to complete
the new company enquiry from HMRC accordingly.
He was also authorised to seek dispensations from HMRC for mileage
payments made in accordance with the Fixed Profit Car Scheme from time to
time and for reimbursement of expenses wholly and exclusively for the benefit
of the Trust. The effect would be to avoid P11D reporting.
yy/16 ANNUAL RETURN
It was resolved that the Company shall adopt [date] being the anniversary of
incorporation, or such other date as the Secretary may from time to time
determine, as the filing date for its annual return, pursuant to section the
Companies Act 2006.
yy/17 INSURANCE
The Secretary was authorised to arrange Employers Liability and Public
Liability insurance with effect from [date].
Professional Indemnity and Trustees Indemnity insurance should also be
explored and the Director and Secretary were authorised to effect policies if
premiums were considered reasonable, or otherwise to revert to the next
Board meeting.
yy/18 BUSINESS STATIONERY
The Secretary confirmed that the made up stationery contained the correct
legal details. The letterhead was approved and the Secretary authorised to
acquire stationery necessary for the Trusts business, taking into account that
a Registered Charity Number would be added in due course.
yy/19 DATA PROTECTION ACT
Pursuant to the requirements of the Data Protection Act, the Secretary
undertook, and was authorised, to effect a registration with the Data Protection
Registrar.
yy/20 CHARITY COMMISSION APPLICATION

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

The policy of the Trustees is to encourage the executive team to adopt


innovative approaches in developing the rivers trust, and to promote
leadership and initiative. The policy supports entrepreneurial spirit leading to
real and significant contributions to environmental improvements, and is to be

conducted against a framework of good governance, prudent financial control


and sustainability.
The Board believes it good practice to codify risk management procedures in a
form readily reviewable within accounting regulations and best practice
reporting standards. Accordingly, in principle, the Trustees have adopted the
framework suggested by the Charity Commission, which offers a
comprehensive and coherent methodology.
Assessment of risks is kept under continual review. In general, the close knit
team and control systems are considered to render the Trusts activities as a
generally low foreseeable risk. The culture to be encouraged is a zero
tolerance approach to health and safety and a balanced approach to work
pressures, where environmental considerations should be treated in a
pragmatic manner (e.g car travel in rural areas).
The Board confirms that they have established systems to mitigate significant
risks at source as far as reasonably practicable, with any risks in need of
attention designed to be identified within the review process and to be
remedied within a set timetable. The Trust also maintains employers liability
and public liability insurance cover, professional indemnity and Trustees
indemnity insurance for additional protection.
Investment policy and performance

The Trust has insufficient uncommitted funds to consider long-term


investments, and a detailed review of performance and performance targets is
not required. The Trusts investment policy currently is to keep any surplus
liquid funds in short-term deposits that are low risk. Any investment beyond
short-term deposits is required to be supported by independent professional
advice, at which point the Trustees will consider ethical investment issues and
direction.
Reserves policy
It is the aim of the Trustees to generate a level of reserves sufficient to carry
out the objects of the Trust on a steady and stable basis. The Board has
therefore resolved to hold surplus liquid funds in short term deposits that can
be accessed readily, until such time that the Board is comfortable that the
level of reserves is sufficient to meet the cash flow requirements of funding its
activities, including projects, for at least the ensuing 12 months without the
need for overdraft or other loan facilities.
In determining the above policy, the Board has taken into account the lead
time to bid for project funds; the outcome and timing difficulty thereof; match
funding requirements of grant funded projects; the cash flow implication of
claims paid in arrears and disbursement of project cash at short notice to
member trusts. A review of the cash flow forecast for the ensuing year has
indicated that the above threshold would not be exceeded in terms of
uncommitted funds, and the Board has decided that it would be more
appropriate to consider a longer term or an aspirational level of reserves in due
course when project funding requirements at that time are known. Cash
reserves were currently [[ ]. Based on current activities, budgeted expenditure
for [the next year] is expected to be approximatel [ ].
yy/22 COMMITTEES/ BOARD MEETING FREQUENCY
In due course any Committee, including its terms of reference, would be
determined by the Board. It was resolved at this stage not to have any Board

Committees. It was agreed at the outset that the Board would meet [4] times a
year.

yy/23 APPLICATIONS FOR MEMBERSHIP


It was noted that the subscribers were the only members of the Trust at
present, and it was not intended to add members other than Trustees, who
automatically became Members pursuant to the Articles. A Membership
Application was therefore not needed.
yy/24 ANY OTHER BUSINESS
[Insert as appropriate]
yy/25 DATE OF NEXT MEETING
[Insert as appropriate]