10 TRUSTEE DECISION-MAKING
10.1 The Council has the following powers in the administration of the Association:
10.1.1 to appoint honorary officers from among its members;
10.1.2 to delegate any of its powers or functions to a committee or committees but if the Council does so delegate then it must determine the terms and conditions on which the delegation is made and may at any time alter those terms and conditions or revoke the delegation;
10.1.3 to make Rules consistent with this Constitution to govern proceedings of the Council, General Assembly and committees and the affairs and administration of the Association;
10.1.4 to resolve, or establish procedures to assist the resolution of, disputes within the Association; and
10.1.5 to exercise any powers of the Association which are not reserved to a General Assembly.
10.2 The Council may act despite any vacancy on the Council, but if the number of Trustees falls below the number fixed as the quorum, it may act only to summon a General Assembly or to appoint further Trustees.
11 APPLICATION OF INCOME AND PROPERTY
11.1 The income and property of the Association shall be applied solely towards the promotion of the Objects.
11.2 A Trustee is entitled to be reimbursed from the property of the Association or may pay out of such property reasonable expenses properly incurred by them when acting on behalf of the Association.
11.3 A Trustee:
11.3.1 may benefit from indemnity insurance cover purchased at the Association’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act; and
11.3.2 is entitled to an indemnity from the Association in respect of any liabilities properly incurred in running the Charity (and a retiring Trustee is entitled to an indemnity from the continuing Trustees at the Association’s expense in respect of any liabilities properly incurred while they held office).
11.4 None of the income or property of the Association may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member. This does not prevent a member who is not also a Trustee from receiving:
11.4.1 a benefit from the Association in the capacity of a beneficiary of the Association;
11.4.2 reasonable and proper remuneration for any goods or services supplied to the Association.
12 BENEFITS TO TRUSTEES
12.1 No Trustee or Connected Person may:
12.1.1 buy or receive any goods or services from the Association on terms preferential to those applicable to members of the public;
12.1.2 sell goods, services or any interest in land to the Association;
12.1.3 be employed by, or receive any remuneration from, the Association;
12.1.4 receive any other material benefit from the Association;
unless the payment is permitted by clause 12.2, or authorised by the court or the Charity Commission.
12.2 A Trustee or Connected Person may:
12.2.1 receive a benefit from the Association as a beneficiary of the Association provided that this is received in their capacity as member;
12.2.2 enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the Association where that is permitted in accordance with, and subject to the conditions in, section 185 of the Charities Act;
12.2.3 subject to clause 12.3, provide the Association with goods that are not supplied in connection with services provided to the Association by the Trustee or Connected Person;
12.2.4 receive interest on money lent to the Association at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate);
12.2.5 receive rent for premises let by the Trustee or Connected Person to the Association, provided that the amount of the rent and the other terms of the lease must be reasonable and proper and the Trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion; or
12.2.6 take part in the normal trading and fundraising activities of the Association on the same terms as members of the public.
12.3 The Association and its Trustees may only rely upon the authority provided by clause 12.2.3 if each of the following conditions is satisfied:
12.3.1 the amount or maximum amount of the payment for the goods is set out in an agreement in writing between the Association and the Trustee or Connected Person supplying the goods (‘the supplier’) under which the supplier is to supply the goods in question to or on behalf of the Association;
12.3.2 the amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question;
12.3.3 the other Trustees are satisfied that it is in the best interests of the Association to contract with the supplier rather than with someone who is not a Trustee or Connected Person, and in reaching that decision the Trustees must balance the advantage of contracting with a Trustee or Connected Person against the disadvantages of doing so;
12.3.4 the supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with them with regard to the supply of goods to the Association;
12.3.5 the supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of Trustees is present at the meeting;
12.3.6 the reason for their decision is recorded appropriately by the Trustees;
12.3.7 a majority of the Trustees then in office are not in receipt of remuneration or payments authorised by clause 12.
12.4 In clauses 12.2 and 12.3:
12.4.1 ‘the Association’ includes any company in which the Association:
(a) holds more than 50% of the shares; or
(b) controls more than 50% of the voting rights attached to the shares; or
(c) has the right to appoint one or more trustees to the board of the company.
12.4.2 ‘Connected Person’ includes any person within the definition set out in clause 21 (Interpretation).
12.4.3 Sections 350 – 352 of the Charities Act apply for the purposes of interpreting the terms used in this clause 12.
13 CONFLICTS OF INTERESTS
13.1 Whenever a Trustee or Connected Person has a personal interest in a matter to be discussed at a meeting of the Council or a committee, the Trustee concerned must:
13.1.1 declare the nature and extent of the interest before the meeting or at the meeting before discussion begins on the matter;
13.1.2 be absent from that part of the meeting unless expressly invited to remain in order to provide information;
13.1.3 not be counted in the quorum for that part of the meeting; and
13.1.4 be absent during the vote and have no vote on the matter.