Progress report on ‘The Safer London Foundation’ & funding application for start up costs

Report: 7a
Date: 19 July 2004
By: Commissioner

Summary

This report addresses the specific questions raised by members at the Co-ordination and Policing Committee (COP) meeting on 5 March 2004 and updates members on progress in establishing a charity limited by guarantee. The report also seeks a contribution of £125,000 from the MPA towards the first two years running costs. This will be matched equally by the MPS.

A. Recommendations

That Members

1. note the progress in establishing ‘The Safer London Foundation’ in the form of a charity limited by guarantee;
2. note the answers to specific questions and issues raised in the COP meeting of 5 March 2004; and
3. note that the trust is applying for funding of £125,000 split over two financial years, 2004-5 and 2005-6. It is proposed that this is drawn from the Police Property Act Fund and is subject to a separate report elsewhere on this agenda. This will give the new charity a realistic chance of then becoming self sufficient with a robust fund raising programme of its own.

B. Supporting information

Progress since last report on 5 March 2004

1. The project board are in the final stages of submitting an application to Companies House registering ‘The Safer London Foundation’ as a company limited by guarantee with charitable objectives. The initial Directors and Company Secretary will be:

• 2X MPA members TBD
• Sir Ian Blair – Director
• Ian Barlow – Director and Chair of Company
• Inspector James Cooke – Company Secretary

2. Once registered as a company ltd by guarantee, a full application will be submitted to the Charity Commissioners to register the Safer London Foundation as a charitable Ltd Company. This will be prepared under the leadership of the initial Directors with the support of the existing project board.

3. A further 10-12 Directors will be enlisted before submission to the Charity Commissioners. This will reflect a balanced board as far as possible in terms of:

• Political allegiance
• Gender
• Crime and disorder priority areas
  1. Youth diversion
  2. Environment
  3. Serious crime
  4. Community cohesion
• Public, voluntary and Business sector interests

4. If progress is maintained it is expected that the charity will be launched in the last quarter of 2004, the 175th anniversary of the Metropolitan Police

5. The project board are taking steps to advertise for a suitable Chief Executive to take up post at the same time as the launch of the charity.

6. Questions and Issues raised by MPA members at COP meeting 5 March 2004 (in question order)

• The project board notes the members objections to the phrase ‘capture and protection of product and process innovation created by the MPS’ and the need to work co-operatively with other charities. There is historical evidence of other charities adopting MPS practice as their own without appropriate recognition.
• The charity will do its utmost to highlight excellence and innovation generated by MPS personnel pioneering new process techniques and products to reduce crime. These will be shared with other organisations who have a charitable ‘not for profit’ public interest.
• Any commercial interest will be protected by the MPS Sponsorship and Income Generation Unit under copyright or trademark legislation

7. The projected income of The Safer London Foundation is based on a number of factors including:

• The gross annual income of other police related charities in the UK set out in the charity Commissioners public accounts
• The gross domestic product generated by the MPA region as compared to the other police areas with their own charity. Taken from the 2001 Economic Census
• Existing offers of charitable donation once The Safer London Foundation becomes a legal entity.
• The first trustees are likely to leverage in considerable individual and corporate support
• Once established the charity will be eligible for considerable Trust grant support in particular the ‘Community Fund’ under its ‘Over coming social exclusion’ section.

See Appendix 1 Legal Advisors Note

8. The Project Board notes and strongly supports the members assertion that the Chief Executives skills must encompass both income generation AND distribution. The CEO will be clearly expected to foster and facilitate partnerships with community groups as well as police led partnerships, clarifying and developing budgetary needs to achieve maximum synergy across the region. This will be explicit in the role description and specification

See Appendix 2 CEO Job description and Specification

9 (a) The Memorandum of Association drafted by the project board (including a charity law solicitor and MPA solicitor) makes it clear in the section on ‘Rotation of Directors’ page 16 that the Directors shall retire at every other Annual General Meeting (2 years).

• Retiring Directors shall be eligible for re election
• The AGM membership shall decide whether Directors who have been in office for a certain number of years must stand down for at least 12 months

See Appendix 3 Memorandum of Association

9 (b) With regards to the open advertisement for trustees the project board would like to raise the following concerns:

• The cost of advertising in one issue of a standard journal or national newspaper is at least £2000 excluding VAT
• The disproportionate time in advertising, selecting and appointing trustees with very limited project board time resources
• Advertising for trustees is not normal practice and would set an unusual precedent with the charity commissioners
• A short list of prospective trustees has already been drawn up by the project board which reflects the required balance outlined in the Progress section above and the resources each can bring to support the charity.
• It would be highly unlikely that a balance of well qualified people would come forward for such unpaid voluntary positions. This could require further advertising and associated costs.

See Appendix 1 Legal Advisors Note

10. It is the clear intention of the project board that The Safer London Foundation will cooperate with and capitalise on opportunities for joint working in the community and voluntary sector. Many organisations will have specific skills and networks in the crime reduction field which the Foundation can link up with.

It is envisaged that the new Safer Neighbourhood areas will be able to capitalise on the work of the SLF by creating further local charities born out of their community work. This will sustain work initiated by the SLF.

See Appendix 1 Legal Advisors Notes

C. Race and equality impact

1. The creation of a charitable company will enable the MPA, via an affiliated but independent body, to support a wide range of charitable activities in the many distinct communities now present in London. There will be many funding streams such as trust grants and corporate gift aiding, which would be otherwise unavailable to a public statutory body.

2. Grants made by the Safer London Foundation will be provided without bias to those that qualify under the charities objectives whether they be community groups or police led partnerships.

D. Financial implications

1. Sufficient funds (£6000) are available from within an existing MPS budget to cover the cost of establishing the charitable company as a legal entity.

2. It is envisaged that the charity will need approximately two years to establish itself before it is completely self sufficient in terms of running costs and implementing a fundraising programme. A maximum sum of £250,000 over two years is being sought to cover the costs set out in Appendix F

3. The project board has sought and obtained an undertaking from the MPS to contribute £125,000 to the start up costs of the charity.

4 (a) The project board now seeks match funding from the MPA controlled Police Property Act Fund totalling £125,000 split over two years. This application is attached in Appendix D on two official PPAF application forms for financial years 2004-5 and 2005-6. These applications have been submitted separately to the Director of Finance Services and are dealt with in a separate report elsewhere on this agenda.

4 (b) The Safer London Foundation meets both the section 1 PPAF Grant criteria and section 2 PPAF Eligibility criteria.

4 (c) Members attention is drawn to the higher first year costs set out in Appendix G and allowance should be made in the MPS and MPA donation to cater for this. This will be £71,500 for MPS and MPA each in year 1 and £53,500 each in year 2.

5. A separate Bank account has been established for all Safer London Foundation monies at The National Westminster Bank plc, Victoria Street, London SW1

E. Background papers

• Project Initiation Document January 2003
• Stage I Report - Consultation and Rapid Appraisal October 2002
• Stage II Report – Objectives and potential Trustees February 2004-04
• MPA COP Report 5th March 2004

F. Contact details

Report author: Inspector James Cooke

For more information contact:

MPA general: 020 7202 0202
Media enquiries: 020 7202 0217/18

Appendix 1: Legal Advisors Note

RB/LAS
28 April 2004
020 7692 5863

Inspector James Cooke
Specialist Crime Directorate SCD3(2)
Specialist Crime Reduction Team
Room 235 New Scotland Yard
London SW1H OBG

Dear Inspector Cooke,

Safer London Foundation

I have been asked to comment on three matters raised at the meeting of the Co-ordination and Policing Committee of the Metropolitan Police Authority on 5th March 2004.

1. Members wanted to be informed of the evidence on which the income estimate had been based.

I have looked at the evidence upon which you based this assessment and I am satisfied that the estimate is realistic. I have also looked at the income generated by police and police-related charities. The newly-established charity DISARM which is, according to the Charity Commission, going to operate in the West Midlands has been awarded an initial grant of £300,000 from the Home Office and has other funding. The Safer London Foundation will, when registered as a charity, be able to seek funding from the statutory sector and trusts. The Foundation will also attract funding from sponsorship and gifts/grants from the private sector.

2. The trustee appointments should be of limited duration and should be openly advertised

The duration of the trustees’ appointment is limited in the Articles of Association.

I have never set up a charity where the first trustees have been appointed after being openly advertised. The success of a charity very often depends on the commitment and ability of the first trustees to pilot the charity through its first eighteen months and to establish its viability. It is most important that the first trustees are people able to make a real contribution. That is why they are, in my experience, invited from the best available.

3. There should be an assessment of how the creation of this charity would impact on other community and voluntary groups already in the field, especially in terms of attracting funding.

The Foundation has unique objects. I do not believe that it does seek to do what other charities and voluntary and community groups are already doing. I note the objects of DISARM, for example, and the Foundation’s compliments them. I think that it is likely that the Foundation will spawn other groups. The Foundation is likely to carry out local initiatives that, in order to be sustainable, will give rise to local groups being set up to continue and perpetuate the work. The impact is unlikely to cause any other organisations to lose funding, but to lead to an increase in funded groups.

Yours sincerely,

Roger Bronkhurst
InterChange Legal Advisory Service

Appendix 2: Safer London Foundation job description for the Chief Executive

Job title

Chief Executive of the Foundation

Responsible to

The Chairman and the Board of Directors of the Foundation

Purpose of the job

• To be responsible for fundraising to resource the Foundation
• To represent the Foundation and its members.
• To seek out and respond to development opportunities for the Foundation.
• To be responsible for the general administration of the Foundation, including compliance with statutory requirements. To prepare the paper work for meetings of the Foundation and of its Board of Directors.
• To put into effect and/or procure the putting into effect of the decisions of the Foundation and of the Board of Directors.

Main responsibilities

Representation

To represent the Foundation with partners, businesses, local communities, the media, and other organisations in order to achieve its aims and objectives.

Fundraising / finance

• To identify potential sources of funding.
• To maintain relationships with existing funders.
• To provide regular reports to the Executive Committee of spending against budget.
• To manage the Foundation’s budget efficiently as agreed by the Board of Directors and to ensure that all statutory financial requirements are met including preparation of the annual return and accounts.

Working with member organisations

• Liaising with member organisations.
• Provide feedback from Member organisations to the Foundation and the Board about the operation of the Project.

Policy development and Implementation

• In conjunction with the Board, members and other partners develop policy themes and projects for decision by the Board.
• Oversee the implementation of the board’s policy decisions

Servicing the Board of Directors

• To produce a business plan and monitor progress against the business plan and report to the Board.
• Arranging meetings of the Foundation and of the Board and preparing all necessary paperwork, including minutes of meetings, reports and correspondence with members and directors and the holding of the Annual General Meeting.
• Ensuring implementation of decisions made by the Board of Directors.
• To provide regular progress to the Board of Directors.
• Meeting requirements of the Charity Commission, Companies House and other relevant bodies, including the role of Company Secretary.
• Arranging such insurance cover for the Foundation and/or directors as may be appropriate.
• Obtaining professional advice when necessary.
• Implementing the Foundation's urgency procedure when necessary.
• Ensure probity in the operation of the Foundation and relationships with partners.

Person specification

Experience

• Experience of generating revenue through fundraising particularly from business sectors
• Experience of marketing to a range of audiences including statutory authorities, businesses and local communities
• Experience of thinking innovatively in order to recommend projects to the Board of Directors to further the Foundation’s aims

Competences

• Leadership- ability to provide direction and purpose both within the Foundation and for its external stakeholders.
• Strategic thinking- ability to develop a long-term strategy to promote the development of the Foundation.
• Public relations – ability to promote the Foundation to partners, potential donors and the wider community.
• Representative – ability to develop effective working relations with people at all levels both within and outside the Foundation.
• Communications – ability to communicate effectively verbally including presenting to large audiences, and to prepare written reports and documents including Board reports..

Other

• Willingness to attend evening meetings.
• Sharing the aims and objectives of the Foundation.
• The Chief Executive of the Foundation is responsible for implementing Policy agreed by the Board. Effective relationships with the London Boroughs and the Police are essential therefore experience of working in a similar partnership relationship with a local authority and/or the Police would be an advantage.
• To meet the requirements of Companies House, willingness to be appointed as Company Secretary for the Foundation.

Appendix 3: Memorandum of Association of Safer London Foundation

The Companies Act 1985 and 1989
Company limited by guarantee and not having a share capital

1. he name of the company is Safer London Foundation

2. The registered office of the company shall be situated in England and Wales.

The Company’s objects

3. The company is established for the public benefit within Greater London with the following objects:-

1. to relieve persons who are in conditions of need, hardship or distress by reason of their social and economic circumstances and who are particularly vulnerable to criminal activity
2. to educate young people in understanding crime and to assist young people not to take up or to give up criminal activity.
3. To promote training and skills projects relevant to securing employment as a means of keeping young people out of crime
4. to advance public education and awareness by research into crime prevention and in particular the prevention of opportunistic crime and to publish the useful results of such research
5. to promote community safety through strategic environmental crime prevention methods and strategies in order to reduce crime and disorder, victimisation and the fear of crime
6. to provide facilities for public recreation or other leisure time occupation in the interests of social welfare with the object of improving their conditions of life.

In this context people are “vulnerable” who are

• by reason of their age or mental or physical disability in need of care or support and/or
• by reason of the place where they live or work, their ethnic origin or other social and economic factors particularly likely to be the victims of criminal activity.

The Company’s powers

4. In order to give effect to these objects, but not to do anything except to carry out these objects, the company will have the following powers:

(i) to provide or assist in the provision of a centre or centres for meetings and for giving advice, information, training and education, and for the provision of a telephone help-line

(ii) to establish and develop contacts between the beneficiaries and governments, statutory service providers, private business and voluntary and community organisations at local, national and international levels and to encourage and facilitate their involvement in the planning of community safety strategies

(iii) to promote and develop good race relations and the elimination of racial discrimination and to foster integration, co-operation and harmony amongst London’s diverse communities through educational and cultural functions, by meetings, lectures and conferences

(iv) to undertake outreach work

(v) to procure contributions to the company by personal or written appeals, public meetings or in other ways

(vi) to collect and to make available information about issues concerning the objects of the company and to exchange information with other bodies having similar objects whether in Great Britain or overseas

(vii) to procure, write, print, publish, issue and circulate such newsletters, papers, books, periodicals and pamphlets or other documents, films, recorded tapes, or other means of recording information as will help achieve the objects of the company, either free or charging for them

(viii) to accept gifts and to borrow or raise moneys for the objects of the company on such terms as shall be thought appropriate

(ix) to purchase, lease, exchange, hire, or otherwise obtain any offices or other premises (known as “real property”) and any furniture, goods and equipment which are needed, and to construct, maintain and repair them PROVIDED THAT if the company takes or holds any real property in locations subject to the jurisdiction of the Charity Commissioners for England and Wales, the company shall not sell, mortgage, charge or lease any real property without any authority, approval or consent as is required in law, and as regards any real property the directors shall be personally liable for any problems or liabilities which arise because any authority, approval or consent has not been obtained, and any real property which the company holds shall be subject to any controls or requirements imposed by the Chancery Division of the High Court or the Charity Commissioners

(x) to undertake and execute any charitable trusts and contracts which may lawfully be undertaken by the company

(xi) to invest the moneys of the company not immediately required for its objects in such investments, securities or property as may be thought appropriate, subject to the duty to exercise care, skill and prudence and subject to any conditions and consents imposed by law

(xii) to open and maintain bank and/or building society accounts, raise and invest funds and borrow money. Should the company choose to take them on, to employ, pay and dismiss staff. To take on volunteers and do all such things as the directors decide are necessary for the achievement of these objects provided that the company’s objects shall not extend to the regulation of relations between workers and employers or organisations of workers and organisations of employers

(xiii) to take out such insurances as the directors regard as appropriate including professional indemnity insurance provided that such insurance shall not protect the directors from deliberately or recklessly unlawful acts or omissions. The directors do not propose purchasing trustee indemnity insurance. None of the directors shall be liable for any loss to the property of the company by reason of any improper investment made in good faith (so long as the directors have sought professional advice before making such investment) or for the negligence or fraud of any agent or employee employed by the company or any volunteer taken on by the company in good faith or for the negligence or fraud of any of the other directors provided reasonable supervision has been exercised. None of the directors shall be liable by reason of any other mistake or omission made in good faith by them or any one of them so long as they have sought proper professional advice.

(xiv) to affiliate to any charitable institution, body, group, organisation, society or authority having similar objects

(xv) to make provision for staff pensions taking account of the company’s financial circumstances

(xvi) to make charitable donations to the beneficiaries and grants to voluntary sector organisations in furtherance of the objects set out above

(xvii) to make annual awards for innovative and high calibre work in the community safety field in Greater London

(xviii) to do any other lawful things to achieve the objects of the company

Directors not to be employees or paid a wage

5. The income and property of the company may only be used for the promotion of its objects. No part of its income and property shall be paid or transferred directly or indirectly in any way whatsoever as a profit to members of the company and/or the directors and/or co-optees to the management committee.

No director or co-optee to the management committee shall be appointed to any post paid by salary or fees, or receive any remuneration or loan or other benefit in money or money’s worth from the company. No employee of the company shall be eligible to become a director of the company nor be given any loan by the company. But nothing shall prevent any payment in good faith by the company

(a) of reasonable and proper remuneration to any member, officer or employee of the company who is not a director or a co-optee to the management committee for any services rendered to the company;

(b) of out-of-pocket expenses to directors, co-optees to the management committee and volunteers

(c) of interest at a rate not exceeding 2.5 per cent per annum on money lent or reasonable and proper rent for premises demised or let to the company by any director or co-optee to the management committee

(d) of fees, remuneration or other benefits in money or money’s worth to a company of which a director or co-optee to the management committee is a member holding not more than one hundredth part of the issued capital of that company.

(e) of the usual professional charges for business done by any director who is a solicitor, accountant or other person engaged in a profession or by any partner of his or hers when instructed by the company to act in a professional capacity on its behalf. A majority of the directors must never benefit from this provision. A director must withdraw from any meeting where his/her engagement or remuneration, or that of his/her partners, is being discussed.

Amendments to this document

6. No additions, alterations or amendments shall be made to these Memorandum or Articles of Association except by special resolution passed at a General Meeting. No additions, alterations or amendments shall be made to Clause 3, Clause 5, Clause 9 or this Clause without prior consent in writing of the Charity Commissioners. No other additions, alterations or amendments shall be made without the Charity Commissioners’ approval. No additions, alterations or amendments shall be made that would have the effect that the company ceases to be a company to which Section 30 of the Companies Act 1985 applies.

7. The liability of the members shall be limited.

Members’ contribution

8. Every member of the company undertakes to contribute such amounts as may be required not exceeding £1 to the assets of the company if it should be wound up whilst he/she is a member or within one year after he/she ceases to be a member. This contribution goes towards payment of the company’s debts and liabilities contracted before he/she ceased 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

9. The company may be dissolved by a resolution passed by a simple majority of those present and voting at a Special General Meeting of which 21 days’ notice shall have been given. Such resolution may give directions for the disposal of any assets held by the company provided that such directions are proper in law and that any property remaining after the satisfaction of all debts and liabilities shall not be paid to the members of the company but shall be given or transferred to other charitable organisation(s) having objects similar to the objects of the company.

Articles of association of Safer London Foundation

1. In this document the words in the first column of the Table have the meaning set out in the second column, if not inconsistent with the subject or context -

The Act

The Companies Acts 1985 and 1989 and any statutory modification and re-enactment thereof for the time being in force

These Articles

These Articles of Association and the regulations of the company from time to time in force

The company

This company

The management committee

The Board of Directors for the time being of the company

The Office

The registered office of the company

The United Kingdom

Great Britain and Northern Ireland

Month

Calendar month

In writing

Written, printed or lithographed, or partly one and partly another, and other modes of representing or producing words in a visible form

Clear days

In relation to a period of notice means that period excluding the day on which 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

Post

Includes electronic mail

Subscribers

Persons who propose to be the company’s first directors

Words importing the singular number only shall include the plural number and vice versa

Words importing the masculine gender only shall include the feminine gender

Words importing persons shall include registered companies

Subject to the above, any words or expressions defined in the Act shall, if not inconsistent with the subject or context, bear the same meanings in the Articles.

2. The company is established for the purposes expressed in the Memorandum of Association.

Who the members are

3. The subscribers to the Memorandum of Association shall be members of the company. The directors may invite organisations or individuals that support the objects of the company to be members of the company provided always that no individual shall be admitted to membership who has not reached the age of eighteen. The directors shall draw up any special regulations as to subscriptions, rights of members, conditions of admission to, withdrawal of, removal of and retirement from membership and any other matters deemed necessary. No person shall be admitted as a member of the company unless approved by the directors. Every person who wishes to become a member shall deliver to the company an application for membership in writing in such a form as the directors require which must be signed or otherwise marked by the person applying for membership himself/herself. Members must sign the register of members.

Any person refused membership or having membership withdrawn shall be notified in writing and shall have the right to make representations to the directors within 28 days of their decision being taken.

4. A member may at any time withdraw from the company by giving at least seven clear days’ written notice to the Secretary. Members shall not transfer their membership to someone else. Membership will terminate on a member’s death.

General meetings

5. The Company shall hold a General Meeting in every calendar year as its Annual General Meeting, each Annual General Meeting to take place within fifteen months of the last one. Subject to this, the Annual General Meeting shall take place on a date and at a time and location decided by the directors, and they must specify these details in notices calling it. The first Annual General Meeting must be held within eighteen months of the date of the company’s incorporation.

6. All General Meetings other than Annual General Meetings shall be called Extraordinary General Meetings except a meeting to dissolve the company, which shall be called a Special General Meeting.

7. The directors may whenever they think fit convene an Extraordinary General Meeting, and Extraordinary General Meetings must also be convened if 10% of the members request in writing that an Extraordinary General Meeting is called PROVIDED THAT Section 368 of the Act is complied with. If the directors cannot form a quorum the remaining directors must call an Extraordinary General Meeting for new directors to be appointed.

Notice to call a general meeting

8. At least twenty one clear days’ notice in writing of every Annual General Meeting and of every Extraordinary General Meeting convened to pass a Special Resolution, and at least fourteen clear days’ notice in writing of every other General Meeting, specifying the place, the day and the hour of the meeting, and in the case of special business the general nature of that business shall be given to members, the Auditors and such other persons as are under these Articles or under the Act entitled to receive such notices for the company; but with the consent of all the members having the right to attend and vote at the meeting, or of such proportion of them as is set out by the Act in the case of meetings other than the Annual General Meeting, a meeting may be convened by such notice as those members may think fit.

9. The accidental omission to give notice of a meeting to, or the non-receipt of such notice by, any person entitled to receive notice shall not invalidate any resolution passed at any meeting.

10. The Annual General Meeting shall consider the income and expenditure account and the balance sheet, the Annual Report of the company, the directors’ report, the Auditor’s Report, the appointment of, and the fixing of the remuneration of, the Auditors, and the election of the directors in the place of those retiring. All other business transacted at the Annual General Meeting and all business transacted at an Extraordinary General Meeting shall be deemed special business.

Quorum at a general meeting

11. No business shall be transacted at a General Meeting called by the directors unless a quorum is present when the meeting proceeds to business. Until otherwise decided at a General Meeting called by the directors a quorum shall be one fifth of the membership or seven members, whichever shall be greater.

12. If within half an hour from the time appointed for the holding of a General Meeting called by the Directors a quorum is not present, it shall be adjourned to the same day in the next week, at the same time and place, or at such other time and place as the directors shall determine. Whenever a meeting is adjourned for fifteen days or more all persons entitled to it shall be given notice of the new date, time and location of the meeting. If the meeting is adjourned for 30 days or more, notice must be given as if a new meeting was being called.

13. If within half an hour from the time appointed for the holding of the reconvened General Meeting called by the directors no quorum as specified in Article 11 is present, such persons as are present shall form the quorum.

14. If within half an hour from the time appointed for the holding of any other General Meeting a quorum is not present, the meeting shall be dissolved. The quorum for such a meeting shall be 10% of the members entitled to be present who are actually present.

15. Elections shall take place at the Annual General Meeting for the election of the directors who shall also be charity trustees.

16. The Chairperson may, with the consent of any meeting at which a quorum is present, adjourn the meeting to another time, date or location. The members present at the meeting may also require the Chairperson to adjourn the meeting. If the adjournment is for more than 30 days, new notices must be sent to every person entitled to receive one. When the meeting resumes, only the outstanding business from the original meeting shall be dealt with. The Chairperson of a General Meeting shall normally be the chairperson of the company but may be any other that those present at the meeting deem appropriate, including an independent person who is not a member of the company.

Voting

17. At any General Meeting a resolution put to a vote shall be decided on a show of hands unless the Chairperson or at least three persons present demand that there is a secret ballot. Any special resolution must be carried by the votes of two thirds of those present and entitled to vote, including postal votes. A declaration by the Chairperson of the meeting that a resolution has been carried, or carried by a particular majority, or unanimously, or lost shall be final and an entry to that effect shall be made in the minute book as conclusive evidence of the fact.

18. If a secret ballot is called, the Chairperson shall decide how it is to be conducted; it shall be conducted at the meeting, but may be held at the end of the meeting.

19. There shall not be a secret ballot to decide who chairs the meeting or to decide if the meeting should be adjourned, and a simple majority shall take such decisions on a show of hands.

20. Every person entitled to vote shall have one vote. In the event of there being a tie, the Chairperson has a second or casting vote. Member organisations may appoint one person to be its representative and to vote on its behalf at general meetings.

21. If a special resolution is being put to a General Meeting and all the persons entitled to vote vote by post their votes shall be counted as if they attended and voted at the General Meeting.

22. No person or organisation shall be entitled to vote on any question at any General Meeting who has not been accepted into membership and paid any subscription levied.

23. It shall be assumed that every person voting is entitled to vote at the General Meeting unless an objection is raised at the meeting. The Chairperson, whose decision shall be final, shall deal with any objection.

24. Votes may be cast either personally or by post. An organisation may vote only by its authorised representative whose name has been given to the Secretary at least seven days before the meeting takes place.

Directors

25. Until otherwise determined by a General Meeting the number of directors shall be not less than three and until otherwise specified by the members in a general meeting not more than eleven. The first directors shall be as named as subscribers in the Statement delivered to the Registrar of Companies pursuant to Section 10 of the Act.

25A Provided and so long as the Metropolitan Police Authority is a member of the company , it shall have power at any time and from time to time to appoint any person to be a director, either as an additional director (provided that the appointment does not cause the number of directors to exceed any numbers determined in accordance with these Articles as the maximum number of directors for the time being in force) or to fill a vacancy

Co-opting

26. The remaining directors may appoint a member of the company to fill a vacancy on a permanent basis or on a temporary basis if a director is likely to be absent for more than three months. Anyone so appointed shall remain in office only until the return of the director being replaced or until the next Annual General Meeting, whichever is sooner, when he/she must resign, but subject to Article 31. He/she shall be eligible for election subject to the rules set out below. In the event of there being more than one vacancy and/or there being no possibility of forming a quorum there must be a General Meeting called to elect new directors. No business shall be lawfully transacted whilst such a meeting is pending, except for the acceptance of persons into membership.

27. No person who is not a member of the company shall be a director. Persons with a particular skill to contribute to the company may be invited to attend and contribute to management committee meetings but shall not be entitled to vote.

28. The directors shall manage the business of the company. The Memorandum sets out the powers of the company. The directors may carry out any of those powers that are not required by law or by the Memorandum and Articles of Association to be carried out by a General Meeting. The company shall employ no director for remuneration.

29. The directors shall meet every two months or more or less often if they so decide.

The secretary

30. Section 283 of the Companies Act 1985 says that every company must have a Secretary. The directors shall appoint the Secretary for such time and at such remuneration and upon such conditions as they think fit, and they may remove any Secretary so appointed. The members in a general meeting may determine some other system of appointment. The Secretary may be a director, in which case, the Secretary shall not be paid except in respect of out-of-pocket expenses. Section 284 says that if a document must be signed by the secretary and a director, the signatures of two different people must appear on it; the secretary is not allowed to sign it twice, as secretary and a director.

Disqualification of directors

31. A director must vacate his/her office if:

• he/she becomes bankrupt or makes any arrangement or composition with his/her creditors generally
• if he/she becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her property and affairs
• if he/she ceases to be a member of the company or ceases to be eligible to be a member of the company
• if, being a representative of a member organisation, he/she ceases to be that organisation’s representative
• if he/she gives written notice of resignation
• if he/she fails without giving a reason to attend three consecutive directors’ meetings
• if he/she ceases to hold office by virtue of any provision of the Act or if he/she becomes prohibited at law from being a director and/or a charity trustee
• if two thirds of the directors vote to remove him/her from office on any grounds PROVIDED THAT he/she has been given an opportunity to be heard at a Board meeting.

In addition, pursuant to Section 303 of the Act, the company may by ordinary resolution at a General Meeting remove any director before the expiration of the period of office. They may replace him/her by another director by ordinary resolution who shall hold office for the remainder of the previous director’s term in office.

Quorum for management committee meetings

32. The directors shall regulate their meetings as they think fit and shall determine the quorum necessary for the transaction of business. Unless otherwise determined, three shall be a quorum. A majority may decide questions. In the case of a tie, the Chairperson of the meeting shall have a second or casting vote.

33. The directors shall decide when their next meeting is to take place. Any one of the directors may instruct the Secretary at any time upon seven days notice in writing to call a meeting of the directors. A director who is outside the United Kingdom is not entitled to receive notice of the meeting or cast a vote unless the directors have agreed the contrary before he/she leaves the United Kingdom.

Election of officers

34. The first directors’ meeting following the Annual General Meeting shall elect a director as Chairperson who shall be entitled to preside at all directors’ meetings at which he/she is present. Other officers shall also be elected at that meeting. Should an officer resign or be removed (see Article 31) during his or her term of office, the directors shall elect a replacement, who may remain in post only until the next Annual General Meeting, but subject to Article 31.

35. A meeting of the directors at which a quorum is present shall be competent to exercise all the authorities and powers by or under the regulations of the company for the time being vested in the directors.

36. Any acts done in good faith by any meeting of the directors shall be valid even if it is afterwards discovered that there was some defect in the appointment or continuance in office of any person acting as a director or that the person is a disqualified person. This applies only if the directors were unaware of the problem and acted immediately they became aware of it.

Keeping proper records

37. The directors shall keep proper written records of all their decisions and a proper written record of whom was present at each meeting. The directors shall cause proper minutes to be kept of all appointments of officers made by them and of the proceedings of all their meetings and all business transacted at such meetings. All such records including details of whom was present at each meeting and minutes shall be entered in books provided for the purpose. Any record signed by the Chairperson of the meeting shall be evidence of what happened at the meeting without the need for any further proof of the facts stated in it.

38. A resolution in writing signed by all the directors shall be as valid as if it had been passed at a meeting.

Rotation of directors

39. At the first Annual General Meeting the directors shall retire from office.

40. The retiring directors shall be eligible for re-election.

41. At the third and at every other Annual General Meetings the directors shall retire from office.

42. Retiring directors shall be eligible for re-election.

43. The Annual General Meeting shall decide whether directors who have been in office for a certain number of years must stand down for at least 12 months before being eligible to stand for office again.

44. No person shall be eligible for election to the Board of Directors unless at least seven days before the date of the meeting the Secretary has been given notice in writing in the prescribed form of his/her intention to stand for election. The nomination paper must have a proposer and a seconder. The directors shall decide what the nomination paper will look like and in which languages it will be distributed.

45. The company may from time to time in a General Meeting increase or reduce (but not below three) the number of directors and alter the rules for their rotation.

Accounts

46. The directors shall cause accounting records to be kept in accordance with the requirements Part VII of the Act and the Charities Acts.

47. The accounting records shall be kept at the Office and may not be removed from the Office except by the Auditors as is necessary.

48. The accounting records shall always be open to inspection by the directors. The directors shall decide upon what conditions inspection of the accounting records shall be available to members of the company.

49. The company shall from time to time in accordance with the provisions of the Act cause to be prepared such income and expenditure accounts, balance sheets and reports as are required by the Act and the Charities Acts. The company shall send a copy of the Annual Accounts together with a copy of the Annual Report for that financial year and a copy of the Auditors’ report on those accounts to the auditors, if the company is required in law to appoint auditors, or has in fact appointed auditors. They shall also be sent to every person entitled to receive them in accordance with Section 238 of the Act not less than 21 days before the date of the meeting at which those documents are to be considered in accordance with Section 241 of the Act.

Audit

50. Accounts shall be prepared in accordance with the provisions of Part VII of the Act and the Charities Acts. Unless the company is eligible for and has decided to implement the small company audit exemptions, once at least in every year the accounts shall be examined and the correctness of the income and expenditure account and balance sheet ascertained by a properly qualified auditor.

51. The Annual General Meeting shall appoint auditors (if so required in law and/or if so decided by the Annual General Meeting) and their duties shall be regulated in accordance with the provisions of the Act.

Notices

52. A notice may be served by the company upon any member either personally or by sending it through the post in a prepaid envelope by first class post or may be served by electronic mail addressed to the address appearing in the register of members.

53. Unless otherwise agreed at a General Meeting, notices will only be sent to members with an address in the United Kingdom.

54. Any notice that is posted will be deemed to arrive within two days of being posted. A record of posting must be kept because evidence of posting is deemed to be evidence of the notice arriving at its destination.

Rules

55. The directors shall be entitled to make any rules, regulations or bylaws to make the running of the company easier or more efficient or which may be necessary to give effect to these Articles. Any such rules, regulations or bylaws must comply with the Act and the Charities Act and complement, not conflict, with these Articles. The Company in a General Meeting has the power to change the rules, regulations or bylaws.

Dissolution

56. Clause 9 of the Memorandum of Association, which refers to the winding up and dissolution of the company, shall have effect as if set out in full again in these Articles.

Indemnity

57. In relation to the affairs of the company, and subject to any rules in the Act, and without prejudice to any other indemnity to which the directors may be entitled, every director, employee, auditor or volunteer of the company shall be indemnified out of the assets of the company against any liability they incur as directors in defending any proceedings, civil or criminal, in which judgement is given in their favour or in which they are acquitted. They are also entitled to indemnity if a Court grants them relief from liability for negligence, default, breach of duty or breach of trust relating to the affairs of the company

Appendix 4: The Safer London Foundation Year 1-2 Projected Costs (Maximum)

Appendix 5: Application for a grant from the MPS Police Property Act Fund

Name of organisation:

The Safer London Foundation

Main purpose of organisation:

1. Crime reduction 2. Victim Support 3. Offender diversion 4. Community Cohesion

Please specify the area/locality in which you operate:

MPA London Area

Which sector(s) of the population will benefit from the grant?

All vulnerable individuals and community groups effected by crime

How has the need been identified?

MPA COP Committee 5th March 2004 approved organisational set up after comprehensive consultation exercise 2002. See separate report.

Amount of grant sought:

£71,500 2004-5

Please briefly outline the reasons for seeking a grant and the purpose to which it will be put. Include details of your objectives, how you will fulfil these and how you measure your success. Please provide an assessment of the potential benefits to your target community. Continue on a separate sheet if necessary.

• To help establish a new charitable company ltd by guarantee (affiliated to MPS/MPA but independent of it) dedicated to crime reduction and community cohesion in the MPA London area
• Grant used over first two years to:
  • Appoint and pay a suitable chief executive and company secretary/Business Manager
  • Pay for rented accommodation and equipment
  • Pay for marketing materials and resources to initiate a comprehensive fundraising programme

Please provide further background on the constitution of your organisation, its constitution, management and membership. A copy of your latest accounts should be attached.

• Memorandum of Association attached
• Companies House Registration No.

What other funding do you receive to support your organisation either by grant funding or income generation?

• £71,500 MPS donation 2004-5
• ‘Premiership’ donation 2004-5
• Chelsea Flower Show MPS Stand donation 2004
• Lloyds of London donation for community safety measures Heathrow area 2004

Please provide information on any projects of a similar nature that you have managed.

Not applicable

How will you account for the effectiveness of your use of this funding?

Full independent audit within 18 months of launch.

Applications to be submitted to Charities and Special Payments, Finance Services, Metropolitan Police Service, Room O.301, Cobalt Square, 1 South Lambeth Road, London SW8 1SU.

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