Appendix 6 WACT pocumentation
• Part 1: Draft Outline Business Plan (including the WACT Framewori< dated 3 March 2017 at Appendix B) • Part 2: Draft Articles of Association • Part 3: Draft Implementation Agreement
11/45383799 9 53 MPCs@) ,..rovld1ng s:>1ut1ons m necghboumood renewal
33 Vlcanige Lane 1M 020 8470 3710 London a; 6DQ Fax 020 8662 !n33 [email protected] Mobllo 07a01 187 987
Draft (v4. 6)
WISLEY AIRFIELD COMMUNITY TRUST
Outline Business Plan 2019- 2035
October, 2017
Prepared for Wisley Property Investments Ltd MPCS (!::;;tf.~l
Contents
Page
Contents 2
Summary 4
1 Introduction 7
1 1 Background and Contelct 1 2 Community Trusts 1 3 Key Drivers 1 4 Purpose and Parameters of this Outline Business Plan 1.5 Strategic Issues Arising for Business Plan
2. Wisley Airfield Community Trust 11
21 Vision 2.2 Alms 2.3 Principles Underpinning Community Trust
3. Programme and Act1v11ies of Community Trust 13
3 1 On-Site SANG 3 2 Sustainable Bus Transport Services 3.3 Village Hall and other Community Assets 3.4 Community Engagement and Development 3.5 Community Services
4 Governance 21
4 1 Principles of Governance Structure 4.2 Responsibilities of Board of Trustees
5 Personnel 28
5 1 Staff 5 2 Service Partners 5.3 Volunteers
6. Finance 31
6 1 F1nanc1al Strategy and Model 6.2 Income and Expenditure Budgets 6.3 Financial Management
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7 Operational Management and Resources 39
7.1 Office and Equipment 7.2 Policies and Procedures 7.3 Insurance 7.4 Partnerships 7.5 Suppliers and Sub-contractors 7 .6 Quality Management
8. Marketing and Communication 41
8.1 Tools for Communication and Promotion
9. Action Plan 44
9.1 Short Term Priorities
Appendices
A. Relevant Case Examples B. WACT Framework Document C. Indicative Cashflows for Community Trust
Acknowledgements
This outline Business Plan for a Community Trust to be set up as a feature wlt//ln t11e proposed development et Wisley Altfielcl is the product of ideas and discussion with a variety of people with a stake in the development. This outline Business Plan is the second stage of the process designed to set out what the Trust wlll do and the principles underpinning its development, governance, operation, and financial sustainability. If l/1e development secures planning approval, a foll B11siness Plan w/11 be produced which will contain more details on how the Tr1.1st will be taken foiward.
Mark Patchett August, 2017
Draft fV4.61 Page3 Outllne Business Plan - October 2017 Wisley A1rf1cld Commumty Trust MPCS ~ 3)
Summary a) This outline Business Plan has been written at the request of Wisley Property Investments Ltrt who propose to develop up to 2,068 homes along with related commercial and community facilities at Wisley Airfleld (Sec/ion 1. I) b) There are circa 50ha of Suitable Area of Natural Greenspace (SANG) which will be created, enhanced and safeguarded as public open space, along with community and leisure facilities, which will require sustained management and investment to ensure that they remain "well equipped and excellently maintained". There will also be frequent bus transport services which may requ ire resilience funding to be provided in perpetuity to ensure sustained viability ancl affordability. (Section 11) c) The developers wish to see a locally managed organisation able to maintain the public assets for collective benefit with local participative governance, whilst also being able to take Initiative to plan and support community development activities designed to build a sense of community amongst the local residents. (Section 1 1) d) A Community Trust has been deemed the most appropriate solution to ensure the long term quality management of the SANG, to ensure the long term provision of bus resilience funding, and to own and manage the new Village Hall and other community facilities. (Section 1.2) e) This outline Business Plan sets out the 1nit1al vision, aims and activities of the proposed Trust. underpinned by the development of an appropriate Infrastructure to Include a Board of trustees. financial endowment, and staffing lhat will provide the platform and mandate to develop a sustainable programme over the next ten years and beyond.(Section 1.4)
f) The key principle is that the Trust is a viable socfal enterprise. but also has the capacity to grow and develop according to the needs of partners and the community. as opportunitles present themselves. g) The roles and responsibilities of the Community Trust are set within lhe context of the vision statement for Wisley Airfield: "lo create a beautJful and endunng place; with spaces for attractive streets, gar<;fens and squares, space to grow own food; Imaginative and Innovative play spaces, and open spaces lo engage with the wider countryside and immerse oneselfin nature• (Section 2.1)
h) The principal aims and related activity areas of the Trust are defined 1n the proposed seven charitable objects. (Section 4.1)
I) Wisley Property Investments Ltd propose to establish and resource the new Trust. named Wisley Airfield Community Trust The associated trustees are, in the short term, appointments made by WIP during lhe first few years whilst the Airfield is being
Draft !V4.61 Page4 Outline Business Plan - October 2017 Wisley A1rf1eld Commw11/y Twsl MPCS (ft°l) "" built out, together with those nominated by the Councils and specialist environmental/ecology and transport agencies. (Section 4.1) j) The model of a charitable limited company has been chosen for the Trust as ii provides a sufficiently robust but dynamic organisation structure with the necessary legal framework for the ownership of assets and responsibility for resources, whilst also ensuring strong management and accountability for service delivery and demonstrable public benefit. The governance of the Community Trust will operate at four levels (Section 4):
Resident Members Nominating Partners I I Implementation Charitable Company Agreement - (gowrned by up to 11 trua-• ) I Board Sub·C"Ommlttees And Forums (.. t.bll•hed • • tequlred to m-t det.lled govemanr:eneed•) k) Successful engagement of the surrounding existing and new local residents and other stakeholders will be fundamental to the success of the Trust. This will be achieved through building on the community engagement strategy, clear branding of all activities and communication. newsletter, website, personal introductions, presentations and active participation in the Trust's activity programme.
I) The Trust Board will focus on the tasks to be achieved, and determine the best way to achieve them at each stage of its development. It is likely that over the approx. fifteen year development period for Wisley Airfield, that the Trust will evolve through a combination of commissioning other partners supplemented by specialist support, leading eventually to a combination of own staff and service partners operating through service level agreements. (Section 5. 1) m) A financial model has been prepared designed to ensure financial self-sufficiency In the long term through income derived from the endowed community facilities and an annual levy from residents of Wisley Airfield. The Trust will be underpinned in the early years wlth revenue and start-up funding through contributions from WPIL. (Section 6)
Draft fV4.61 Page5 Outline Business Plan - October 2017 Wisley A1rf1etd Cummw11ty Trust ' MPCS (fut) , "' n) In the first few years. whilst the houses are being built, required levels ofgranl support will be drawn down from the developers to meet the Trust's development and operating costs, The principles underpinning the financial model are, therefore· i) For WPIL to provide initial start.up funding, and sufficient revenue resources to underpin all operating costs and liabilities until the rrust becomes self-sustaining, ii) For provision to be made In relevant legal documentation for a charge to be made on all dwellings lo contribute towards the Trust and its objectives, iii) For the T1 ust to be endowed with suitable Income generating assets and/or financial endowment to generate sufficient income to meet its liabilities In adcl1tion 1t is also proposed that office. and/or "touchdown space" will be provided for the Ranger and the Warden. and also for the use of Surrey Police community policing team. (Section 6 1)
o) As the Community Trust becomes established, It will have a number of day to day operational issues that it will need to consider and manage. These will largely evolve in response to the changing circumstance. but will include insurance, policies and procedures. and office and equipment. and will need to be planned and managed (Section 7)
p) Marketing and promotion of the Community Trust and its activlties are fundamental to its success, The Trust communication and engagement strategy will be prepared early in its fom1allon as part of the detailed Business Planning process and will encompa$S website, social media, printed formats and other communication tools. (Section 8) q) A schedule of short-term obiectives and pnonty milestones have been set out for the Board and partners, designed to take this outline Business Plan forward if approval 1s given Section 9)
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1. Introduction
1.1 BACKGROUND AND CONTEXT
A new settlement is proposed for Wisley Airfield of up to 2068 homes along with a care home and Gypsy/Traveller Pitches and ancillary facilities including a school, retail and business premises, sports infrastructure and green open space.
This new settlement and its public facilities will require a range of ownership and management structures to ensure that lhe whole area is maintained to a high standard both during the development and beyond. This outline Business Plan sets out the principles for a new Community Trust for Wisley Airfield designed to own and resource the c.50ha of Suitable Area of Natural Greenspace ("SANG") for public benefit, to provide support for the long term bus seivice linking Wisley Airfield with local railway stations and service centres, to own and operate lhe community assets, and to provide for community development activities to ensure a thriving community.
The context is to achieve a sustainable community, described within the Egan Review (2004) as:
'Sustainable communities meet the diverse needs of existing and future residents, /heir children and other users, contribute to a high quality of life and provide opportunity and choice. They ac/1ieve l/11s In ways t/Jat make effective use of natural resources, enhance the environment, promote social co/Jesion and inclusion and strengthen economic prosperity'.
This proposal for a Community Trust is set firmly within the context of delivering a ·sustainable community", and recognises that initiative is req uired to address each of the necessary attributes.
1.2 COMMUNITY TRUSTS
One of the key means to achieve a number of these essential components, particularly local participative governance, is through the creation of a local Community Trust. Community Trusts ar-e independent not for profit organisations (usually with charitable status) which aim to respond to local needs, and are intended to bring about social, economic and environmental benefits \o the communities they serve. They are regarded as community enterprises, which means that they:
• are community-led organisations • adopt a self-help ethos, working in partnership but avoiding dependency • adopt an enterprise approach to achieve philanthropic and social benefits • trade for social purpose, and surpluses are reinvested in further enterprise development and for community benefit.
Draft fV4 61 Page 7 Outline Business Plan - October2017 • seek community ownership of buildings, land and other assets to build business capacity and achieve commLJnity goals
Community Trusts are bespoke to their local circumstances, but mostly conform to a series of values as set out by Locality (formerly the Trust Association), the national membership body, which:
• believes in encouraging and supporting people lo take responsibility for their own communities • stands for accountability to local people. as well as collective action and partnership • recognises the diversity that exists within communities and regard this as a source of strength • values sustainable development, which addresses the economic. envfronmental and social needs of a community, and which Involves the creation of wealth for communities by communities.
Through consultation with primary stakeholders, and drawing on the research gathered through the masterplanning process for the Wisley Airfield development, this outline Business Plan has been prepared for the propose(! Trust.
1.3 KEY DRIVERS
Wisley Airfield will contain a significant amount of Green Infrastructure and also has a number of other unique characteristics which bring challenges to manage the Green Infrastructure and community facilities using customary models, but 1n turn provide an opportunity to manage things using an alternative model. There are four main drivers which set the framework to setting up of a long tenn sustainable management structure. namely:
a) From the developers to have an organisation with clear responsibility for owning and managlng the public land and facintles to a high standard, and also to support the creation of a new distinct community (Placemaking).
b) From the Borough Council to agree a sustainable and economlcaily viable solution for the management arrangements for open space and hardscape areas. and particularly the SANG areas
c) To have an organisation with the responsibility to ensure the sustainability of a viable and affordable loC'.al bus service
d) To have an organisation with the responsibility to take initiative to plan and support community development activities designed to build a sense of community.
Draft £V4.6) Page 8 OuUine Business Plan - October 2017 W1slt1y A11f11,1/d Commurnfy T111st MPCS (fu1) "" Given the scale and nature of the development, there is also a mutually agreed requirement to see a high quality built environment within Wisley Airfield that is mal11tained to a high standard beyond the development phase. Each of these options were considered in the context of a range at criteria which included:
• Remit: legal, political, and perceived • Scale at liabilities • Organisational and financial capacity and track record • Tax benefits • Views and intentions of existing organisations
The establishment of a Community Trust is the most appropriate solution as long as it works effectively alongside and with other eidsting organisations. and is clearly and democratically accountable,
This outline Business Plan is Intended to support the planning application with a clear view on the role and activities of the proposed Trust, Its development and sustainability along with the issues and risks associated, and to provide an action plan to proceed, culminating in some examples of how similar issues have been worked out from experience elsewhere.
1.4 PURPOSE AND PARAMETERS OF THIS OUTLINE BUSINESS PLAN
This outlfne Business Plan has been written principally for Wisley Property Investments Ltd, but Is also intended to inform discussion with the development partners and key stakeholders including local Councils and potential delivery partners. Its in tention is to set out the vision, aims and actfvities of the proposed Trust, and the main principles behind its governance, financial and operational plans to assist the partners and other stakeholders in their understanding and planning of the Community Trust.
This outline Plan will provide the platform and mandate to then develop a more comprehensive activity programme, along with related partnerships, budgets and management structures, which will be set out in a detailed and full Business Plan.
1.5 STRATEGIC ISSUES ARISING FOR BUSINESS PLAN
The key strategic issues arising that will fmpact on the Community Trust and therefore the Business Plan are:
1.5.1 Public Benefit
The services and facilities are intended primarily tor the benefit of residents of and vtsltors to Wisley Airfield and the neighbouring SANG area. Nevertheless, it is intended that the development should integrate with surrounding communities through the use of open space, which currently serve a wider catchment.
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1.5.2 The Development Timetable
The projected time scale for the development of Wisley Airfield is forecast to be approximately fifteen years. This will necet;si[ate careful planning of the provision of facilities and services to ensure the needs of the growing community are met, the expectations of residents and other stakeholders are managed, whilst also ensuring viab~ity of the Trust's programme as it meets its early commitments wf!h regard to bus subsidy and SANG management. The Trust will neeo to ensure that interest 1s maintained whilst the infrastructure Is being put in place, and that revenue expenditure on staffing and overheads is controlled whilst 1t becomes established
t .5.3 Evolution of Activjtv Programme
The nature and breadth of the Trust's activities from the potential menu of services (see section 2.3) will require agreement. There will be a need and expectation to plan for some "early successes" to profile the Trust with the first new residents and existing agencies, and to lay the foundations for longer term partnerships It will also be vital for tile activltres to respond to the needs of the community and other stakellolders as facilities come on stream. resources secured, and residents become engaged.
The Trust will need to maintain a balanced programme that responds to gaps, needs and interests of the various stakeholders, but also plays to the Trust's strengths. More development work will be required to scope and plan for a more comprehensive programme of actlVltfes when the Trust is establlshed to ensure tllat it meets the various objectives and is sustained in the long term, which will be the focus of the full Business Plan.
1 5 4 Financial Sustainabliitv
The Trust has to l>e viable in the tong term. To be viable It will need to ensure that the revenue to be generated from the endowment and the community facilities, as well as other sources, Is enough to sustain it and to cover the operating costs of any activities and the habilities, particularly those associated with the maintenance of the SANG and the provision of bus resilience funding. In the first few years, whilst these facllllles are being developed. appropriate levels of gr;mt support wlll be agreed and drawn from the developers to meet the Trust's development and operating costs.
1.5.5 Ownership and Participation
An effective role for the new community, and possibly the existing Parish Council will be Important to secure a mandate and lo ensure take up of activities and services. There are also a number of other key stakeholders interested in the Trust's agenda and the organisation Itself They fall Into three main groups: the future RSL(s). local voluntary, community and fai!h groups Including the local churches, and Surrey Wildlife Trust, Ockham Parish Council, and the statutory service providers including Guildford Borough Council and Surrey County Council. These all need to be factored in to the appropriate governance structures where appropriate and possible
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2. Wisley Airfield Community Trust
The proposed Community Trust is intended to take responsibility for the (circa) 50ha of SANG (Suitable Area of Natural Greenspace), bus transport and community buildings, and also to develop, commission and Implement initiatives which build a strong sense of community and respond to the relevant social, environmental and economic needs of the new residents.
2.1 VISION
These principal roles and responsibilities are set within the context of the following agreed vision for Wisley Airfield:
•to create a beautiful and enduring place; with spaces for attractive streets, gardens and squares; space to grow own food; imaginative and innovative play spaces; and open spaces to engage with the wider countryside and immerse oneself in nature''.
Wisley Airfield is not intended to be a closed residential community. but to build a sense of community amongst residents (across all tenures) as well as a place that people from surrounding communities visit for work or leisure
2.2 AIMS
To achieve this, the proposed principal aims and related activity areas of the Trust are to:
1) Own, maintain and effectively manage the on-sTte SANG in accordance with the SANG Management Plan and the Landscape and Ecology Management Plan, and provision of SAMM Plus wardening of the Ockham and Wisley Commons element of the Thames Basin Heaths SPA.
2) Maintain and effectively manage the permanent provision of frequent bus transport services for Wisley Airfield residents. pupils and business employees to Effingham Junction I Horsley, Cobham and Guildford including resilience funding where required.
3) Own, maintain and effectively manage endowed Village Hall. Clubhouse, major playing fields and other community assets including maintenance ln perpetuity of strategic planting and landscaping to protect the setting of nearby heritage assets including Yarne and Ockham Conservation Area.
4) Provide community development activities designed to build a strong, healthy, and cohesive community of which everyone who lives, works or studies at Wisley Airfield can feel a part.
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These activities will be underpinned with a responsibility to provide appropriate management and financial resources to ensure sustainability in perpetuity. Each of these activity themes will be developed further below.
The Trust needs to be an organic and entrepreneurial organisation with the capacity to respond to needs and opportunities, either in partnership With the public and voluntary service agencies, or to fulfil any gaps. Clea1 ly the remit and C'apacity to take forward any other roles and related activity areas will depend upon the core partners requesling the Trust to take on other responslblllties and lo ensure that there is sufficient revenue funding to do so. The other aims which could be included and will be considered further once the development is underway are lo:
5) Own, maintain and effectively manage endowed play areas, community fac!lities and public open spaces. 6) Encourage a green lifestyle amongst residents and businesses. 7) Respond to local needs, particularly linking to the strengths of the community and its future assets 8) Promote and support training and economic development activity (which could incorporate work with local schools) 9) Manage local infrastructure including any or all of street lighting, public art. utility services (ESCO), SUDS 10) Offer collectJve services where group purchasing provides financial benefits. such as with the purchase of household insurance 11) Promote design code and "police" implementation of local covenants regarding visual impact within the development
These aims would not preclude undertaking other new initiatives as and when opportunities should arise. However. lt is important during the development period. that the Trust ls clear about its rocus and able lo secure a mandate and the resources to work towards achieving any of these wider aims.
2.3 PRINCIPLES UNDERPINNING THE COMMUNITY TRUST
The Community Trust will be built upon a number of principles which will underpin the way in which It ls set up. governed and developed. These are summarised below:
• Principle 1. Building community assets • Principle 2: Understanding and responding to the changing community • Principle 3: Developing effective partnerships • Principle 4· Valuing and reflecting diversity • Principle 5· Operating in a sustainable way • Principle 6: Implementing responsible and accountable processes • Principle 7: Evaluating and sharing results
These principles will be expanded and further developed in the following sections of this Outline Business Plan
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3. Programme and Activities of Community Trust
The proposed Community Trust will support the development of a strong, integrated and sustainable community. It will, therefore, need to be proactive in taking initiative and encouraging and supporting all aspects of community life.
The proposed aims set out in section 2 will be achieved through the planning, development, resourcing and implementation of a range of relevant and practical programme activities. Some of these are clear and to be regarded as core activities for the Trust, whilst others could be developed over time if there is demand. resources. and an agreed legitimate role for the Trust.
The four core activity areas are:
• Long term ownership and maintenance of the on-site SANG, and provision of SAMM Plus wardening of the Ockham and Wisley Commons element of the Thames Basin Heaths SPA.
• Permanent provision of frequent bus transport services for Wisley Airfield residents, pupils and business employees.
a Long term ownership, maintenance, and operation of community assets, and particularly the Village Hall, Clubhouse and sports facilities.
• Provision of community development activities designed to bufld a strong. healtlly, and cohesive community.
A community development approach will be adopted designed to engage people, understand their needs and interests, and enable them to play a role in informing the delivery of facilities and services.
These activities will be underpinned with a responsibility to provide appropriate management and financial resources to ensure sustainability in perpetuity. Each of these three activity themes will be developed further below.
3.1 OWN, MAINTAIN AND EFFECTIVELY MANAGE THE ON.SITE SANG
As the. development is built out, about 50ha of SANG will be completed in phases to provide newly created natural managed open landscaped areas designeo to 'divert· leisure activity away from the existing SPA to seek to achieve no net recreational impact on the SPA. Each SANG phase will be first prepared by the developer, and the Community Trust wlll then be responsible for planning and commissioning its routine and cyclical maintenance in accordance with the standa.rd stipulated in the pl;inning conditions and s.106 agreement, prior to it being formally transferred to the Trust. The phase 1 SANG area of c38.7ha will be prepared prior to first occupation.
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Wisley A11f1eld Commwuty Trust 1 MPCS (flit) I "-'
The SANG will be managed 1n accordance with the SANG Management Plan and the landscape and Ecology Management Plan, and SAMM Plus wardening carried out in accoldance with the Information For Habitats Regulation Assessment, all being relevant documents contained within or supporting the Planning Consent. It should be noted that this wardening activity Will also support placemaking or community development activity designed to bulld a sense of local ownership and encourage environmental education
These summaries below are made up of more detailed indicative modelled maintenance plans as shown below:
• • """se 1 Site Mitln~na~ Costs Annual cost per unit (av~raged Totet Annual Cost iwhere ta$.k ( Phase;) Site Matnte-n.anoe Costs Annual cost pc,. unit (averaged Tol~I Annw.1 Cost wht:rc tesic (averaged whor• It Drafl fV4 61 Page 14 Oullme Business Plan - October 201 7 Wisley A1rf1cld Comm11111ty Twst MPCS (...... ,fa'l ) " '"'MM PIU& llMl Cost per unit Quantity Annual cost Renyer e11l)IOyfoertt costs n/• n/• £ 31,000.00 Ranger vehicle costs n/a n/a E 7,700.00 Footpath spot trcatrrents (24 locations, circa 20m x 1meach) £ 27.84 480 £ 13,363.20 Website rralntenanc;e n/a n/a E 465.00 AllowanO! for habitat management 10 Air Qual~y e~ceedence areas: Iwoodland management (thlnnlng & scrub dearanre) so 22 E l.100.00 t••lhland c:reatlan from cut heather and seed 2000 1.1 E 2,200.00 I £ 55.828.20 Nou ; FoocpaU! spot cnatmtntt repeou-d c.m trl·a1,,tuul bus1S The "SAMM Plus" wardening and rangering activity will also assist with the wardening of the adjoining Ockham and Wisley Common elements of the Thames Basin Heaths SPA as identified in the Wisley Airfield Behavioural Change Strategy and the Wlsley Airfield info for HRA I SANG Management Plan Nov 2015. It is proposed that an office, and/or "touchdown space" be provided for both the Ra nger I Warden, and also for the use of Surrey Police community policing team. This may be co-located with the WACT Director's office at, for example, the Village Hall building in the village centre. The Ranger I Warden will also support placemaklng activities at the early stages of the development, to encourage patronage of the sustainable tra nsport and bus facilities, appropriate dog walking behaviours, and community forum activities such as a demonstration wildlife garden, and community education projects. The ranger I warden will also be provided with living accommodation including a screened I fenced ya rd space for a skip and "pickup" or similar vehicle, and a workshop being for example an oversized domestic garage. 3.2 MAINTAIN AND EFFECTIVELY MANAGE THE PERMANENT PROVISION OF FREQUENT BUS TRANSPORT SERVICES Bus transport will be a key feature of the sustainable transport solutions for Wisley Airfield, and provision will be required to ensure that these services are viable and sust.ainable in the long term. The following local bus services are proposed (routes may be combined) Monday to Saturday from 0600 - 2300hrs: sec Base Service Level Destination Frequency from Comment 76"' OCCU""tlOrJ Effingham Junction or 5 per hour Horsley offers extensive services Including library, Horslev nharmacv retafl and leisure facilities. Cobham 2 ner hour Guildford 2 ner hour Draft (V4.6J Page 15 Outline 811sfness Plan - October 2017 Wisley A11f1eld Cornmuntly Twsl MPCS (ii1) '-' The proposed services will be run on one of the following models .. • A':i a first preference, a bus service coordinated, procured and project managed under a service level agreement by the Local Transport Authority (L TA), and the subsidy passed to them as required. or in the event that the LTA do not prefer or are unable to run the services with any required developer or WACT funded subsidy, offering best value, • By direct contract with a bus operator. • By direct provision by the Community Trust The operational subsidy will be provided frnm the start of the service delivered on occupation of 76111 property (forecast to be in the second year after first occupation) as described in the s.106 agreement. Where resilience funding allows, an enhanced level of service may be provided in order to encourage higher levels of service use. which will fn turn help to achieve the modal shift required to reduce car use. At an assumption of a normal (un.boosted) level of patronage of 5.9% Wisley residential mode share, the base service is predicted to achieve break even at or around completion of development Prior to that point, it is proposed that the service be subsidised The cost model predicting break even at around 2,000 homes 1s based upon a series of assumptions including price. cost and patronage The resilience funding would enable continurty of service In the event of assumption outturn variance. The Communlty Trust will be provided with assets to support a resilience funding stream of circa £280.000 per annum. In the event that that cost model assumptions .are realised. or are conservative. the resilience funding may be deployed to subsidise an enhanced level of service. In the event that the enhanced level of service does successfully boost patronage so that a lower level (or no) subsidy 1s required. or that It is considered that an enhanced servfce is not preferred, then this income stream will be released from year to year firstly to support on and off-site infrastructure enhancements for Non-Motorised Users, and secondly to support the general aims and objectives of the Community Trust, as defined by its constitutional aims 3.3 DEVELOP, OWN AND MANAGE COMMUNITY ASSETS DESIGNED TO DELIVER SERVICES OF BENEFIT TO THE LOCAL COMMUNITY The Trust wlll need to effectively and efficiently manage and operate the proposed Village Hall and other community assets within ils ownership to derive the dual objectives of maximising use and service for the local community and voluntary groups, and also to ensure that the net income covers the operating costs Such community assets may include. among others: Ors([ rY4 61 Page 16 Out/me Business Plan - October 2017 W1slt'y A11f!elli Cu111mw11/y T111st Village Hall. Clubhouse and Sports Facilities • 500sq.m Village Hall by 4991h occupation • Clubhouse and car park, and village centre car park • Grass sports pitches and facilities (other than those within the school) by 1.116m occupation • All weather tennis courts and hockey pitch • All weather MUiti Use Games Areas Play Areas. Green Open Space, and other Community Assets • Local Areas of Play, and Equipped Local Areas of Play • Non SANG green infrastructure including SuDS features and strategic planting and landscaping to protect the setting of nearby heritage assets Yarne and Ockham Conservation Area • Other community assets not adopted by relevant statutory author1tfes. • Coffee shop and hotdesk I homeworking support hub I Teleworking area The local formal sports provision will include playing fields as well as changing and indoor provision. The precise details of the nature and use of the sports fields and the indoor provision will be determined in lime based on more detailed consultation with both new and existing residents, and once decisions are taken about the future of other existing local provision, and through tile determination of reserved matters in tile planning process. All these assets are clearly important facilities for community use and for the sustainability and management of the local environment, but some are not income generating, and will require funding to ensure long term quality management. The assumption at th is stage is that the Trust will take on management responsibility for the assets listed above under Village Hall, Clubhouse and Sports Facmtles, and so associated revenue income and expenditure have been incorporated into the financial analysis. The other community assets, including play spaces, may be transferred to the Trust, but a decision will be taken once the development is underway, along with a full budget appraisal of the ongoing maintenance costs. 3.4 PROVIDE COMMUNITY DEVELOPMENT ACTIVITIES DESIGNED TO BUILD A STRONG, HEALTHY, AND COHESIVE COMMUNITY A principal objective of the Trust is to bulld a strong and vibrant community where residents (across all tenures) and others who work or use the area, share a strong sense of belonging, pride and commitment to its future and well-being. To achieve this, the Trust will ensure that resident and local needs are understood and promoted, and that people are informed and engaged in the integration of any new housing and community. This will require initiating, coordinating and delivering community development activities from first occupation, focusing on the development or an integrated and tenure blind "community spirit" around three broad activity areas, Draft tv4.61 Page 17 Outline Business Pfan - October 2017 W1~/Py A11f1F1/i1 Cnmm11n1ty T111st namely engagement. communication. and community act1v1t1es examples may include planning supporting enabling funding, and/or delivering the following • Welcome packs and associated welcome events • Community events • Community activities • Website, newsletter, comm1m1ty noticeboards • Arts and cultural events The Trust will develop and implement a community development strategy that includes the following ob1ect1Vt:!:> and activities WHAT HOW a) Developing and maintaining data and Engaging the local res1dent1al and other local information based on business and partner communities to evidence gathered from and by the research. understand and respond to local community local priorities. b) Developing a communications Producing and distributing a strategy to keep all residents and Welcome Pack and regular stakeholders informed about the newsletter. development. the Trust and related Developing and/or maintaining local governance structures and website. facebook and twitter ac11v111es. and to ensure that the work accounts with potential for further of the Trust is informed by regular interactive developments through the dialogue and consultation internet c) Undertaking outreach work to ensure Hosting welcome and community Iha! the Trust 1s engaging with the events and utilising community whole community and 1s both development approach as a core supporting and responding to a activity that unde1pins all aspects of diversity of needs and interests the work of the Trust d) Empowering the local community lo By reinforcing ex1st1ng strengths and take up opportunities to be informed building new skills and capacities and to influence the prov1s1on of local through information and training services. e) Encouraging and enabling a wide Establlshmg a small Grants Fund to range of locally run community enable local ideas and 1nilia11ves to be activities for all ages funded 3.4 1 Conirnynitv Development Underpinning all of the Trust's act1v1t1es. will be an ethos and approach that seeks to engage and develop all parts of t11e existing surrounding and new community. across {}mhJY4 fil Page 18 Oul/11111 Bus111e~s Plan - Octow1 2011 Wisley A1111cld Community Twsl MPCS (fu1) ""-' tenure. ages, gender, and ethnicity. Community development builds communities at a local level with an emphasis on social interaction through community events and practical club and leisure activities which strengthens social ties, and which ultimately creates a cohesive and sustainable community. 3.4.2 Raising and Securing Income for Local Prolects Fundraising from charitable and private sources is becoming increasingly competitive. For small groups wanting small amounts of money, fund raising can be a significant barrier to good, creative and socially worthwhile initiatives, as well as taking valuable time from core service provision. The Trust wlli have a small budget to •pump-prime" new activities and will also develop the capacity to provide advice and support for effective fund-raising for local initiatives or will undertake fundraising for local inillatives where appropriate, acting as the accountable body. 3.5 SOCIAL, ECONOMIC AND ENVIRONMENTAL INITIATIVES There are a considerable rang e of community services that Trusts do and cou ld undertake, depending on the local needs and the capacity of other local alternative service providers. Wisley Airfield Community Trust will be well placed to lead on other social, economic and environmental initiatives which respond to the needs of the local residents. It will provide a suitable vehicle to take forward practical responses. for example, with regard to encouraging greener lifestyles, biodiversity initiatives such as demonstration Wildlife gardens and management of green corridors, green travel initiatives in support of the Travel Plan provided for within the planning consent and subsequent reserved matters. community orchards, communi1y green energy initiatives, and potentially management of community energy generation projects, provision for young people, and employment support Initiatives. all for tile benefit of the residents (and schoolchildren attending the all-through school) of the community within the red line only. An ability will be retained ror other phases of development outside the red line to participate in and benefit from the Community Trust subject to sufficient additional resources being made available to support an enhanced programme and area. These activities will be achieved th rough the planning, development, resourcing and implementation of a range of relevant programme activities designed to encourage and support all aspects of community life. These might be provided for their own intrinsic benefit, but can also be the means to achieve other social objectives such as the provision of local training and employment, perhaps for a target group of disadvantaged people. 3.5.1 Encourage Low Carbon (Green} Lifestyle Amongst Residents In new housing developments. carbon reduction is an important feature both in terms of the houses themselves (energy efficiency and energy use) and in lifestyle matters such as through water conservation and green travel plans. The Draft fV4.6J Page 19 Outline Business Plan - October 201 7 Wisley A11f11;llf Com111w11ty Twsl MPCS (fa1) ""' Community Trust could play an important role in encouraging green and low carbon lifestyle amongst residents and businesses through such activities as supporting, enabling, and/or funding: • Reduction in energy use • Recycling and waste management • Water reduction and recycling • Green travel • Community gardening and local food production The development and funding of a Green Travel Plan (see relevant document for details) designed to reduce car use and promote healthier lifestyles 1s one such example, but lhere are many other lifestyle choices 1ncludlng energy saving and recycling that the Tnist could also have an influence on. Given its engagement with the local community, the Trust would be well placed to develop and support the Implementation of various inftlatives. and could manage the Green Travel plan by employing the Green Travel Coordinator I Travel Plan Manager as part of its core staff team. Alongside this would be other opportunities to work with the local schools, businesses, and other service providers to further the concept of green lifestyle. which will require support. development and promotion. 3.5.2 Intermediate Land Uses Given the length of the period of development. there will be land available which could lend 1tself to intermediate use prior to development for l1ousing or Green Infrastructure. There are numerous examples around the country where such land has been used very effectively on a short term basis to support other objectives, including training, community development. community arts, sports. ecology, and for plant, tree and food production. The Trust would be well placed to Identify both community needs and opportunities, and to broker with the developer to take rorward any associated ideas at the right time 3.5.5. Other And New Initiatives A primary focus for the Trust is to develop and broker practical projects that respond to the strategic aims of the Trust. There will be various other opportunities that present themselves which may further the vision and aims for the Trust. It is difficult to predict all of these. but partnership with other local agencies will enable the Trust to be seen as a credible local delivery agency. Draft (V4.6/ Page 20 Outline Busmtlss Plan - October 201 7 Wisley A11flelci Co11111wwty Twsl MPcs @ ) 4. Governance The governance model to be adopted for the Community Trust is fundamental to the nature and style of its management and accountability, particularly to the sense of ownership and practical involvement of the core partners and local residents to be built over the medium term. The model of a charitable limited company has been chosen as it provides a sufficiently robust but dynamic organisation structure able to manage the land and facilities, respond to community needs, and build a sense of community. The advantages of this Charitable Company model are that It provides: • Limited liability for Trustees• and members • A democratic structure with a membership base • A recognised model • Not for "personal" profit • Continuity for longevity • Charitable tax and rates benefits • The ability to employ staff and enter into contracts • The ability to raise funds and borrow money Note that Trustees are registered with both the Chanty Commission and with Companies House as trustees are both trustees under charity law and company directors under company law, 4.1 PRINCIPLES FOR GOVERNANCE STRUCTURE The governance structure for the Trust is intended to provide the necessary legal framework for the ownership of assets and responsibility for resources. whilst also ensuring strong management and accountability for service delivery and demonstrable public benefit. The proposed Community Trust needs to have a robust and effective governance structure capable of meeting a series of objectives. These include: • sustaining the quality and relevance of the service delivery; • safeguarding the assets • being resilient to any risks • remaining accountable to the stakeholders and local community all In the long term. The governance of the Community Trust will operate at four levels as shown in the diagram below: Draft tv4.6) Page 21 Outline Business Plan - October2017 ... ,- -- :;;:-- Wisley A 11 f1elcl Co111111w11ty T111sl MPCS (tal) ""' Resident Members Nominating Partner5 I I Implementation Charitable Company Agreement (govem•d by up to 11 trust-•) Board Sub·Committees And Forums (•stabllsh•d •• r•qul,.d to m-t detall•d gov.rnanc• need•) 4 1 1 Articles of Association The proposed Articles contain provisions for the operation of the company including· • Objects and powers • Membership • General Meetings and their conduct • Appointment of Trustees • Quorum for Trustee meetings • Obligations and conduct of TrnsteP.s • Committee and working Parties The proposed Objects are contained within the proposed Articles. These seven objects below focus on provision and maintenance of public open spaces and community facilities, but allow for all the proposed activity areas of the Trust. all of which are of a charitable nature designed to facilitate securing chantable status. a to provide maintain and equip parks gardens landscaped areas woodlands open spaces playing fields playgrounds recreational amenity spaces and other elements of the public realm within the Area of Benefit for the benefit of the inhabilants thereof; b to advance public education in the Area of Benefit for the benefit of the inhabitants thereof with particular regard to horticulture arboriculture wild plants and wildlife: c to provide or assist in the provision Of facilities for recreation or other leisure time occupation in the interests of social welfare and with the ob1ect of improving the conditions of life for the inhabitants of the Area of Benefit; Drafl IV4 61 Page22 Outline Busmess Plan - October 2017 Wisley A1tf1A/ri Cnmm11111ty l 111st MPCS (fal) """ d. to promote the conservation, protection management maintenance and improvement of the physical and natural environment in the Area of Benefit for the benefit of the inhabitants thereof; e. to provide a community transport service (including the local bus services described in this business plan) for the inhabitants of the Area of Benefit who are in need of such services because of age, sickness, disability (mental or physical) or poverty or because of a lack of availability of adequate and safe public transport; f. to promote, protect, preserve and advance all or any aspects of the health of the Inhabitants of the Area of Benefit; and g. lo establish, manage or assist with the establishing and management of health facilities, Village Halls, arts centres, workshops, groups for educational play, deprived youth and old people in need and centres residential or otherwise for activities in the Area of Benefit all being for the benefit of the inhabitants thereof. The "area of benefit" for the Trust is proposed as Wisley Airfield (being the new settlement) and the adjacent areas including the Ockham and Wisley Common elements of the Thames Basin Heaths Special Protection Area. Membership and Rights The Articles set out details about membership of the Trust, who must be either Trustees or a resident of the area of benefit, irrespective of tenure, I.e. tenants as well as freeholders are entitled to sign up as members for the duratlon of their tenancies or occupation, which includes commercial owners and tenants. Membership of the Trust is not automatic. but residents of Wisley Airfield will be encouraged to sign up as members either at the time of conveyancing or shortly after they move in lo the new development. Membership fs limited to one individual per household or bvsiness tenancy to avoid any excessive influence. and resident company members will be limited to a maximum of 50% of the votes at General Meetings. Membership of the company provides the following statutory entitlements: • attendance at the company's General Meetings; these are distinct from company Board meetings and at least one General Meeting must be held annually; • the opportunity to submit and vote on resolutions; • to approve any proposed changes to the constitution or the name of the Trust; • at the AGM, to receive the Trustees' report. the accounts and the auditors' report, and to appoint the Trust's auditors; • for residents. the opportunity to participate in the appointment of the Resident • Trustees. Oran (V4 6! Page 23 Outline Business P/611 - October 201 7 Wisley Airfield Comm111111v I wst A:IPCS ~ a Board of Trustees It is proposed that there will be up to 11 Trustees 1n total tram the key partners of the developers, the Borough Council, residents and specialist interests as rollows, up to 6 at the beginning who are then supplemented by a further 3 resident Trustees and up to 2 co-opted Trustees· ~~~~~~~~~~~~~~~~--~ - - - NO. PLACES NOMINATION APPOINTMENT I ------1 Guildford Borough Council member By appointment 3 Developer By appointment unlJI development fs complete 1 Surrey County Council member By appointment 1 Ecology Aulhorily (Natural England} By appointment 3 Residents By elecllon 2 Co-opt By Board_members The Trustees whilst bringing their respective stakeholder interests and experience to the board, must nevertheless act in the best Interests of the charity and not their organisation Trustees all have a three year term of office, irrespective of how they are appointed, but can be reappointed. There 1s also provision for Observers (i e non-voting places) to attend the Board meetings. The Articles allow Observers to attend and participate al all meetings of the board (subject to the Chairman's Invitation to speak or advise), but may be e)(cluded by the Chairman whenever confidential matters are to be discussed The board will be required to meet frequently to set policy and direct tile organisation. Its role will evolve with time, but Its responsibilities are likely to include. • representing the Trust to outside agencies and forums • defining policy and strategy for programme activities to meet Trust aims • setting the budget and ensuring financial viability and a sustainable funding strategy • negotiating with the developers over specification and transfer of land. endowed assets and community faclllties • agreeing priorities and performance targets through the annual business plan • approving service level agreements for any sub-contract activities • appointing and managing the Trust Director or interim contract staff • monitoring performance and directing action if required In the first few months. the Board will be largely concerned with supporting the planning and implementation of the full Business Piao and overseeing the support (staffing) and Infrastructure (insurance, equipment, management} for some early Dra(t tv4, §) Page 24 Outline Business Plan - October 201 7 Wisley A1rf1e/d Com111u111/y Twst successes such as the branding, newsletter, and the development of the detailed briefs for the community facilities. The quorum for the board is a minimum of two Trustees, with at least one being from the Developers until the development is completed. Decisions arising at a Board Meeting are to be decided by a simple majority of votes with each Trustee having one vote, subject to there being some limited protection for the developer prior to completion. Chairman and Vice-chairman The role of Chairman will be crucial, and particularly during the first year as the Trust is formed. and the working style and culture established. The developer will appoint the Chairman until Practical Completion, after which the appointment of the Chairman and the Vlce-chairman are matters for the Trustees to determine. Annual General Meeting (AGM) The AGM is one of the key means by which the Trustees can report on progress over the previous twelve months to its Members. An Annual Report from the Board is a requirement, along with a report of its strategy for the future. The AGM will receive the annual report and accounts and will be the time when resident Trustees are appointed (subject to detailed rules to be worked up by the trustees). 4.1.2 Legal Implementation Agreement to Safeguard Objectives and Resources It is proposed that the aims and intentions of WACT will be protected by a contract called an Implementation Agreement, signed by the various stakeholders (including the planning authority, the County Council, and the developer). This is designed to ensure that the original plans for the operation of the Trust are protected, and that unanimous consent is required from the foundation partners before the structure or business of WACT can be amended in any way. This performs much the same function as a shareholders' agreement In a commercial ioint venture. This Implementation Agreement will also ensure that funds generated from the endowment are ring-fenced for the specific intention originally designated and cannot be applied elsewhere without the full agreement of the parties. 4.1.3 Board Sub-Groups The Articles will allow the Trust to create sub-committees and working groups as il deems fit. These will evolve and change to meet the Trust's needs, and are likely to reflect its core activity and responsibility areas (eg Landscape Management and Mafntenance). In the first instance, the three Sub-Committees/Groups of the Board that are likely to be constituted are shown below. Draft fV4.61 Page 25 Outline Business Plan - October 2017 W1.~lcy A1111cld Comm11111ty Trust Ml'CS (r~1) "" 4.2 GOVERNANCE STRUCTURE The proposed organisational structure of the Trust can be shown as Members of Trust I Residents I Stakeholders I Partners I I I I Board of Trustees I I ··- I Trust Manager ;1---·-··-.·&1 Administrator( Book-keeper I 1· ...... -...... · 1 c ommunlty I F1cllltl.. I Bus services I Other Commun ity Dev•lopment I Management Services TuunMiQ I volopmenl I Green Lile Sty1.. I ECMIOm~de I I I P~•••nu de"O" f1aml!rWOftt Open •paces Parl!1 & Comm.unity SANG& play Bulld1ng•& SAMM Plw lnllawuc11Jre -~ The appointment process for Tnistees 1s important and great care will need to be taken to get both the process and the people right if the Trust 1s to have the cred1bihty and skills that it needs, as well as a strong culture of service delivery The following processes are recommended tnltlal Shadow Board It is very important that an 1niltal Shadow Board is established at an early stage, and Is credible. competent and able to make efficient and effective progress The trustees will be 1nrtrally appointed through 1nv1tation and selection of core partners to ensure a mature and expenenced team able to lay strong foundahons as follows· a) Appropriate and interested rnd1v1duals identified These will come from key partners dunng the m1tral Trust development penod preferably with vested interests to ensure success, b) A chairman 1s nominated and appointed by the develope1 fhe members of the Sl1adow Board will then become the subscnbing (founding) 1rns tees who will then make themselves accountable to their various constituencies Drah /V4 61 Page 26 011/lm11 811S1ness Plan - Octobet 2017 Wisley A1rl1e/d Comnwmly 1wsl through the subsequent appointment processes and the Annual General Meeting. as summarised in the constitution. Future Boards All Trustees are required to be committed to the successful development of the Trust, and so it would be inappropriate for any individual to promote their own organisational interests to take a seat on the Board. The Trust itself must be committed to the principle of people being appointed on the basis of merit, including skills. knowledge, and competence. It will be important to ensure a good balance of gender, age, skills and experience on the board of Trustees as far as possible. The Initial board will adopt a number of standing orders governing its operation and procedures. These will need to include a schedule for its transfer to a nomination process for residents along the following lines: a) The Chairman will be appointed by the developer until Practical Completion, and then will be re-elected from the Board every year, at the first meeting after the Annual General Meeting; b) The initial board should be in place for al least two years to enable the Trust to become fully operational; c) Following that period, the Board will review the process for appointing residents as Trustees. and agree a revised process. Draft fV4. 61 Page 27 Outline Business Plan - October 2017 Wisley A1rl1eld Community T111st MPCS (f~1) '-' 5. Personnel The Trust will be bU1tt upon the enthusiasm and qualities oi the people connected with it These wlll include the key partners, the voluntary Trustees, the staff who coordinate the operation and running of the Trust, the volunteers who assist, and the service providers and users of the racilities. Given the "people-centred" orientation of the organisation, it is crucial to set the right ethos from the beginning. and also to invest in suitable training and support. 5.1 STAFF The Independent status of the Trust wlll require the appointment of an executive team to Initiate and undertake the practical day lo day tasks as required by the Board of Trustees. The key tasks can be summarised as: 1. Liaising with the developers over the detailed specification and maintenance plans for the open spaces anil for iles(gn and fitting of the community facilities, 2. Ensuring the effective maintenance and operation orthe land and open spaces. any endowed assets, and the community facilities once they are transferred to the Trust to fulfil their uses and respond to community and leisure needs; 3. Commissioning and/or delivering any services and setting m place necessary contracts under service level agreements: 4. Ensuring effective communication with and Involvement of users. residents and stakeholders in the Trust and Its activities; 5. Inducting, managing and developing any slaff. service providers and/or volunteers; 6 Securing and managing financial and other resources 7 Supporting and facilitating the Board ot Trustees There are essentially three ways in which these tasks can be undertaken. • By the engagement of specialist support under contract; • By employing own staff; • By the commissioning of existing agencies or partners under service level agreements to deliver key tasks and responsibilities II 1s recommended that the Trust Board focus on the tasks to be achieved, and determine the best way to achieve this at each stage of its development. It Is likely that given the extended development period for Wisley Auiield. that the organisation will evolve through a combination of commissioning other partners supplemented by specialist support, leading eventually to a combination of own staff and service partners operating throllgh service level agreements. DcafUV4.61 Page 28 Outlme Business Plan - October 2017 Wisley A1rf1eld Co11111111111ty Tlllsl MPCS (f~1) "" 5.1 .1 Engagement of Specialist Support The Trust Board will need specialist skills to carry things forward over the first few months and to provide practical input into the setiing up of the Trust, particularly until the appointment of the first Trust Director, It may be more cost effective in the short term lo contract appropriate support to manage the affairs on behalf of the Board, perhaps supplemented with a Administration support, until there is sufficient work to warrant a more senior position. 5.1 .2 Employing Own Staff The Trust will require execullve staff to carry out core functions according to the work programme. The core staff or responsibilities likely to be eventually required are: ROLE PURPOSE OF ROLE Trust Director To develop the Community Trust, along with the related landscaping, (or contracted transport, and community devel0pmem progra1nme , brokering the support staff) financing and delivery of a successful programme. The emphasis should be on an entrepreneurial character with a stro'lQ appreciation of land and facilities management, development and coordination of community activttles, and working to a voluntary board. Community As a member of the Trust team, to help develop and implement the Development communrty development strategy, with particular responsibllity ror Worker engaging with the community and planning community activities. It may also include booking of community facilities, coordinating the communication strategy, and supportlng the Trust Manager. Board, and volunteers in their work. Administrator I As a member of ttie Trust team Wilh partiCular responsibility for Book-kei,pi,r malnlaining financial records, running the office efficlently, coordinating the communication strategy, and supporting the Trust Manager. Board. and volunteers in their work. The Trust Director will manage these activities on behalf of the Trustees, and Is expected to either directly commission and fund specialist providers to deliver t11e services outlined, or may in some instances choose lo employ the staff lo deliver the services Itself. The Director's duties to include: • Arranging and servicing the meetings of the Board • Managing, maintaining and supervising the contractual arrangements with service providers and subcontractors • Managing and employing any direct labour or assistant clerks • Setting Up and administering the WACT bank accounts (potentially with Trustee mandate holders) and overseeing all record keeping and financial matters • Managing and supporting volunteers • Uaising with Police, SANG Ranger I SAMM warden, community workers, Parish Council Draft fV4.6/ Page 29 0111/Tne Business Plan - October 20·17 Wisley A11f1elll Co11111111111ty Ttust MPCS (...... ,fu1 ) • Either directly, or by subcontract • Managing the income producing asset base, including the advertising and arranging or lettings, collection of rents, holding of deposits, maintenance management and repair of property etc. • Providing local bus serv1ces . as a first preference, a bus service coordinated procured and project managed under a service level agreement by the Local Transport Authority (L TA), and the subsidy passed to them as required, or in the el/ent that 1he LTA do not prefer or are unable to run the services with any required developer or WACT funded subsidy. offering best value; by direct contract with a bus operator; or by direct provision by the Community Trust. • Prov1d1ng wardening and ranging servtces. either by direct labour I contract. or contracted with a service outsourcing partner • Managing the community asset base, including the repair, maintenance and management of the community assets. This may be administered directly with employed or subcontracted support or contracted with a service outsourcing partner. • Monitoring and managing the Travel Plan and other relevant planning conditions and obligations to be delivered by the Trust. • Maintaining the WACT website and other social media 5.2 SERVICE PARTNERS There are a number of specialist service providers with an interest in both the area and aspects of the Trust's programme, and potential working relat1onsh 1ps, maybe th rough commissioning should be considered by the trustees at an early stage. Surrey Wildlife Trust, is one such example, but there are others with skills and capacity to wo1k with the Trust on aspects of its programme if deemed appropriate by the Trust Board Each will have very different specialism, geographical areas of interest. organisalional structure, capacity infrastructure and intentions . If the Trust 1s formed, a community development approach designed to support partnership, manage expectations, and delivery of mutually agreed objectives should be the preferred strategy 5.3 VOLUNTEERS Volunteers will be crucial to the effective development and operation of the Trust and Its activity programme. and their recruitment and development wlll form part of the work. programme. The main roles for volunteers will be. • Participating as Trustees; • Acting as members of a reception committee for new residents, • Supporting an editorial group for the newsletter and web-site: • Undertaking the organisation of Key events and activities such as commu11lty social events Draft N4 61 Page 30 Outline Busmess Plan - October 201 7 W1s/Ay A11f1elcl Cnmm11/J/ly Trust M PCS Cf~)) ""' 6. Finance The structure of finance for the Trust is a crucial aspect in determining its ability to be viable both in the short and the long term. This outline Business Plan sets out the financial structure and associated model for anticipated income and expenditure which will ensure that firm foundations are laid from the beginning and that the Trust will be self-sufficient and financially sustainable in the long term. A fina ncia l model has been prepared over the anticipated construction period of the development before it is completed utilising principles that ensure financial self sufficiency In the long term througll income derived from the endowed assets and community facilities, and an annual levy from residents. The Trust will be underpinned in the early yeats with revenue and start-up funding through contributions from the developer. Over the course of the development the Trust's tong term stewardship responsibilities will grow to include: • The management and maintenance of the SANG. and provision of SAMM Plus wardening • The provision of subsidised local bus services • Endowed community facilities serving a variety of needs • An endowment to generate income • Roles in community development and engagement • Administrative and support costs in respect of the above These responsibilities extend in perpetuity. meaning the Trust must plan in the short term to maintain sufficient funds for longer term requirements, including the enhancement and replacement of assets at points in the future. This Business Plan looils at finance under three headings: I. Financial Strategy and Model II. Income and Expenditure Budget 111. Financial Management an<;J Reporting 6.1 FINANCIAL STRATEGY AND MODEL The Trust has to be viable in the long term. To be viable, ii Will need to ensure that it has sufficient Income to meet its responsibilities and associated liabilities and in particular, to ensure that it has sufficient revenue to be able to maintain and manage the SANG, Village Hall, Clubhouse and sports facilities, and to provide the bus subsidy in perpetuity. Draft N4.6/ Page 31 Outline Business Plan - October 2017 ' W1sloy A11f10/d Commumty Trust MPCS (fl:-1) "' In the first few years, whilst the houses are being built, required levels of grant support will be drawn dowr1 from the developers to meet the Trust's development and operating costs. The prfnc1ples underpinning the financial model are, therefore. iv) For WPIL to provide initial start-up funding, and sufficient revenue resources to underpin all operating costs and liabilities until the Trust becomes self-sustaining: v) For prov1s1on to be made in relevant legal documentation for a charge to be made on all dwellings to contribute towards the Trust and its objectives; vi) For the Trust lo be endowed with suitable income generating assets and/or financial endowment to generate sufficient income to meet its liabilities In addition to these lncome generating assets, it is also proposed that office, and/or ~touchdown space" will be provided for the Ranger and the Warden. and also for the use of Surrey Police community policing team. These facilities may be co-located with the Trust's office al, for example, the Village Hall building in the village r-.entre In the medium to long term, the Trust will have six main areas of income open to It: • Pump-priming grant support (or endowment) from the developers • Unit charge on all residents within Wisley Airfield • Income denved from endowed assets (land, property and/or money) • Sess10nal use and letting of Village Hall and Clubhouse, and charges forthe use of community assets as applicable and appropriate • User charges for activities provided directly by the Trust • External grants or project management fees • Interest on reserves and endowment Experience has shown from other similar developments that a household levy circa average £100 per annum per household, provides an additional steady income that can be applied towards community activltles and gives residents an automatic stake in the Trust. The expenditure will fall into five main headings: • SANG Management and SAMM Plus wardening • Transport subsidy • Facllities Management including maintenance, operation and sinking funds of the Village Hall, Clubhouse, and any other open spaces and facilities • Core infrastructure costs for Trust staff and operation • Project costs for activities and service delivery 6 1 1 Funding the revenue shortfall over the first ten years Wisley Property Investments (WPIL) have set out their Intention to ensure that there is sufficient funding in place to set up the Trust, create a core infrastructure and meet Draft /V4.6/ Page 32 Oal/lne Business P/fln - October 2011 Wisley A11f1e lrJ Co mm11111ty rrust any shortfalls during the first few years. The financial model demonstrates a funding requirement of approx .. £639,800 being re~uired over the first ten years before the Trust becomes self sufficient. This funding support will provide the Trust with a firm platform to enable it take responsibility for the community land and facilities as it is transferred across, develop an activity programme and sustainable income streams. 6.1.2 Long term funding requirement The anticipated tundlng requirements (excluding inflation) are summarised below: Activity Sub area Funding Comment Theme requirement lannuall Transport Bus support Initial funding lo support (TBSP} the base level bus service to be provided by WPIL I developer on an at least annual basis in cash Bus support £280,000 Resilience funding level oa SANG/ SANG establishment Initial funding I delivery in SAMM and project kind of the SANG in Plus management phases and early (SBBP) management to be provided by WPIL I developer on an at least annual basis in cash Rangering, £185,000 Base funding level pa wardening, from 1• 1 occupation maintenance and caoital reolacement Total £465,000 £639, 800 over Setting up and running Community Setting up Trust and ten years to be Trust. community (CBBP) support for tapered out as placemaking projects, community development income I cost shortfall development by 111 completed and from hire of community occupation rentcharges assets established To resource this funding requirement, it is proposed that funds and assets are provided for the Trust on the following basis: Draft (V4.61 Page 33 OuUine Business Plan - October 2017 Wisley A1rl1eld Comnw111ty T111st MPCS ({fj) 1) Start-up costs and early years programme funding estimated to be £639,800 provided directly by WPIL or in kind. 2) Provision of an Endowment Scheme to produce an income stream of c. E465.000 pa The details of the asset mix and quantum will be confirmed nearer the time of providing the endowment depending upon prevailing market conditions, bul are anticipated lo comprise sufficient open market dwellings producing enough rental income to meel the Base Funding requirements 3) Provision of operational assets including 1i< 2 bedroom dwelling for the purposes of accommodating the SAMM Plus warden incorporating workshop I garage hard standing and skip area, plus office I touchdown space for the WACT office. the Police officer, and the SAMM Warden in ar.c:ordance with the planning perrn1ss1on obligations and conrt1tions 4) Maintenance and management of ot11er community assets such as the MUGAS, village green, public open space, LEAPS, whose aggregate income on completion of the development is anticipated to meet their maintenance costs 5) Establishing an index linked Rem Charge Deed on all properties prior to sa le 10 provide an average of £100 per property to support community development work and sustainability of associated community assets. These figures and the proposed endowed asset mix wilt be reviewed in the detailed business plan, and the endowment details revisited at the proposed key stages throughout the development to ensure sustained viability. 6 1.3 Other Funding There are a range of other sources of income open to the Trust. and it is important to keep an open mind to establish creative partnerships in order to secure both cash income and in -kind support. Further work will be required to assess each existing and potential project to determine the most appropriate sources available 6.2 INCOME AND EXPENDITURE BUDGETS The financial model sets out an initial income and expenditure budget prepared across the anticipated fifteen year build programme utilising the assumptions outlined The SANG open space..<; , Village Hall, and income generating assets will be transferred to the Trust which wHI then assume the responsfbillty to ensure they are adequately managed and maintained, and utmsed for community purposes or benefit. 6.2.1 SANG and SAMM Plus Wardening In addition to these management and wardening costs, budgets nave also been prepared for direct landscape maintenance costs and also for long term capital replacement of site infrastructure such as benches. fencing. interpretation boards, etc An example of SANG Management I SAMM Plus wardening arrangements and costs Is set out below There are various ways in which the responsibilities could be met and this model sets out one approach, which is less that that indicated al 3.1 above, and in the budget. Draft /V4.6/ Page 34 0111/ine Buslmiss Plan - October 20 17 Wisley A11f1cld Commu111ty Trust MPCS (ta1) "' o.111t•oCl'IM"' ruw J ...... 1.,tv~17. " "' Oit«t!IOu $AIW6 U\lllt: Oecup!Mlon l011 lOlt ~~ )(QO i'tdvl,., OllO ~""iiru.c:omm111"1lty•d •""'•ON!t•~'''°"'crtt,..rt. C~!ld. Sl.:1p, V.d!ldf pt~... 'ooh~. i:im~ lildpt Iv Act1¥itr1"1¥t Hou: ,ali eotU J~" 2(11$ "'t•• 1Ni nduele fui:w- llllbdon rHer 80 VfffS ltl ,..rpewlty~ ...,,.,,,. SAi«; U.W: ""' .... XII! 20J:t..JO>O X0&12Cn JOlS-.nk - ...... ""' - ....., -....., . Advth• ~- ol~ ~Ol:l& Jit..iaterneM ...... C-lf\&. Olbe, ...... omc.r ...... oHICJtr W'.wd•" 11\d!YldU•f t1"'1 CC»t .. ...,. ,,.,...... ,, .. 07,J;JS ..,., ... m • - ., I .. •• TOUI SUilf cott .....,. BM11 QI.JI! £U,H5 ...... 'l•l'IJd• O ,lOO "-"' D;K1> Mil••• 11XlmUu ;M:tw1d:0Up/"'lla ''·)JQ U.000 O,(W ['!1.1lwn•lll Ai,$0!1-d toOli ~f luff fi VoiUn.tffU: ..,. ""' U.""' Vol~tr&Othfr[ii;P'l'>Mt '""' .... mo ""' PJl:"lth"C,. ~.allOllt rv 11c ~.... t..il1t..•!1d l""Oft'r'lt\O<>fl USO ""'r.soo "" """ ~~llOM MobU• r,.h(l.iw ""'!250 """ '"" IT £2!0 '"' "'° ""'USO """ Tota Othtf cmt. "'""• ""' ,..,.,""" lA,890' ..""',.,. ""'° . """' CombJMd ( OJU ...... w.m l!l.UU 00,,l) Draft fV4.6) Page35 Outline 8(1s/ness Plan - October 2017 Wisley A11f1elcl Commu111ty Trust MPCS (tt1) ""-' Indicative summary budgets for SANG Management and SAMM Plus wardening potential arrangements are summarised below again revealing a lower cost that that budgeted for, set up costs being provided by the deve lope r~ Summary: SANG Maintenance and Capital Replacement SetuD Costs Re.,uired £2.345.528 Capital Reo!acement Capita I replacements 011er 40 yrs cycle £473,347 Contingency & Prcllm @15% £71,00Z 40yr capital replacements costs total £544,349 Annualised Capital Replacement Cost £13, 609 Annual Maintenance Costs Phase 1 £15,950 Phase 2 £24,499 Phase 3 and Beyond £26,645 Contingency & Pretlm @15% £3,997 Annual Maintenance Costs ( beyond 2028) £ 30,642 Annual Fundina Reoulred I bevond 20 28 l £44.251 !summary Table: SAMM PLUS wardening plus capital replacement ISetup Costs Required ts23,882.oo I Annual Costs Capltal Replacements f 1,267.20 Maintenance costs f 55,828.20 !Total Annual Costs e 51,095.4o I 6.2.2 Bus Revenue Subsidy A detailed Transport Subsidy model has been devefoped (attached at Appendix C) setting out the annual developer contnbution required towards the bus operational subsidy which will be provided from the start of the service delivered on occupation of 761'' property. These provisions will be paid in accordance with the provisions of the obligations an(i conditions of the planning consent. 6.2 3 Long Term Annual Budget When the site is fully built out, the anticipated annual income and expenditure can be summarised as: Draft CV4 61 Page 36 Outline Business Plan - October 2017 Wisley A11fw!/ri Commun1/y Trust INCOME & EXPENDITURE BVYEAR16 NOTES HEADINGS INCOME Estate Rentcharge 180,000 £100 average/property wtth allowance for 10% non-payment Net Income from Endowment 464,851 Community facilities Income 35,000 Hiring income Total Income 679,851 EXPENDITURE Core costs 98.500 Staff. professional fees, mari Net Income/Expenditure 4,949 These numbers, at current prices would if all the assumptions hold effectively, form the basis for budgets going forward from that point. As will be seen 1he surplus (6% of expenditure) provides a £30,000 continuing contribution towards sinking funds. In the event of any additional surplus funding. this to be applied to furthering of the Objects ofWACTas directed by the Board of Trustees. 6.3 FINANCIAL MANAGEMENT The Trust will put in place systems that adequately control the movement of monies Into and out of the organisation. Financial policies will be approved by the Board and then will be reviewed periodically In the light of growth, experience. and new staffing arrangements. The policy will Include clauses covering: • Bank account • Controlling income • Monitoring expenditure • Appointment of suppliers and contractors Draft (V4.6) Page 37 Outline Business Plen - October 2017 Wisley A1rf1eld Commwuty Trust MPCS ~ ') Book-keeping (and payroll service) will be required by the Trust from an early date which 1Jould be done under external service contract or internally through any administrative staff. Finandal paperwork will be kept to facilita1e the swift preparation of management accounts Draft IV4 61 Page 38 Out/lne Business Plan - October 2017 Wisley A1d1clcl Commwu/y T111st MPcs @ ) 7. Operational Management and Resources As the Community Trust becomes established, it will have a number of day to day operational issues that ii will need to consider and manage These will largely evolve in response to the changing circumstance, but will need to be planned and managed. 7.1 OFFICE AND EQUIPMENT The Trust will initially require an office that is accessible by the community, but also provides easy connections to the developer and house builders to ensure full partlcipatlon of Trust staff in relevant aspects of the development programme. Th is may well be part of the marl(eting suite or the project office until ii is able to move into the first of the community facilities. The Trust will require basic equipment to run Its operation including desk-top computers with latest software (word-processing, email, publisher, and database), desks, and telephones as well as access to a photocopier. Sharing facilities and resources such as photocopier with other related agencies such as the developers will provide economies of scale. The new community facilities will require a range of equipment to be determined In the future, and will include chairs and tables, as well as white goods for the kitchen, and any necessary audio-visual equipment for the community hall. 7.2 POLI CIES AND PROCEDURES As an independent legal body, the Community Trust will be required to operate wlthln the law and to formally approve and implement its own policies. The basic legal and operational policies and standing orders required at an early stage are: • Health and Safety • Equalities (Equal Opportunities) • Safeguarding (Children and Vulnerable Adults) • Personnel including contracts of employment and terms and conditions • Financial procedures Tncludlng appointment of suppliers and contractors • Rules for operation of the Board • Confidentiality and declaration of conflicts of interesl • Governance issues for the Board • Data Protection In addition. more detailed policy and practice guidelines will be developed and documented over time, particularly as the community development work rolls out and for lhe effective operation of the community facilities including lettings policies (long term and sessional), security, chlld protection, publlc relations, confidentiality, training, and administration as required. Draft N4.6) Page39 Outllne Business Plan - October 201 7 Wisley A11f1etcl Commumty Trust MPCS C@) 7.3 INSURANCE The Trust will requite public and employee liability insurance and also buildings and contents cover as soon as it runs events, employs staff, undertakes ma1ntenance work, and takes over the Community facilities respectively. The Trustees are also likely to want trustee indemnity cover 7.4 PARTNERSHIPS The creation of effective practical partnerships between the various stakeholders will be crucial to the long tenn success of the Trust. The main actual and potential partners are identified below: POTEN'TfAL PARTNERS WITH ROLE TO PLAY WITH COMMUNITY TRUST t TI1e developer and associated hou$ebuildars t The appointed Housing Association(s) t Guildford Borough Council • Surrey County Co1mcil • Ockham Parish Council • Police • Clinical Comm1ss1onmg Group (Local GP PraC11ce1 • Local Resident Groups • Voluntary groups • Local schools • ChurcMaith groups • Training providers • Surrey Wildlife Trust 7.5 SUPPLIERS AND SUB-CONTRACTORS The Trust board will establish procedures for the appointment of suppliers and sub contractors for its own needs, which may Include consultancy support, or financial seN1ces, depending on the lime and skills of the staff. These can be included within tile financial and management control systems. 7.6 QUALITY MANAGEMENT Quantitative targets and to some extentqualitaUve targets will be developed over the first twenty-four months to monitor performance which will be Included in any Service Level Agreements with key service partners. These will be developed further over time to help shape the priorities and resource allocation of the Trust and will be incorporated into the annual Business Plan provide quantitative targets, and to some extent qualitative targets for its activities. Draft fV4 61 Page 40 Outline Business Plan - October 2017 Wisley A1rt1cld Comnwmty Trust MPCS (ful) """ 8. Marketing and Communication Marketing and promotion of the Community Trust and related activities are fundamental to its success, and are to be regarded as a high priority. The development and implementation of a successful engagement and communication strategy will have a number of benefits: • Build ownership of the Trust and its vision by local residents and associated community groups • Position the Trust as a key player in the development of the Airfield • Foster knowledge of the role and potential activities of the Trust amongst voluntary and community organisations leading to practlcal engagement to a common purpose. The Trust communication and engagement strategy will be prepared early in its formation as part of the detailed Business Planning process and wlll encompass: • corporate identity and logo • design of office stationery • communication with various audiences • database • publicity literature • website • media and public relations The Developers, Guildford Borough Coun cil, and the Housing Association will have communication plans and budgets for promotion of the development and the provision of information. It wlll be useful fo r these to be planned (if not brought together) where appropriate for cost efficiency as well as to ensure a clear and consistent message to the various audiences. 8.1 TOOLS FOR COMMUNICATION AND PROMOTION The Trust will have a number of audiences with which it will communicate with regularly. These will include: • residents of Wisley Airfield and surrounding commun1tles • operational staff within core partners (Developer. house builders. and RSL} • retailers and businesses in the area • proposed tenants and users of the community facilities when available • visitors to the facilities and users of new project Initiatives • potential funding and contractual partners • Guildford Borough and Ockham Parish Council elected members and officers and Surrey County elected members and officers Draft • Other public agencies. Local Primary and Secondary Schools, Police, GPs for el(ample • Local voluniary and community organisations • Others with influence on the area There are a number of marketing tools and resources available which will be utilised by the trust, some of which are summarised below. 8.1.1 Membership and Database Voluntary, community, and public organ1sat1ons have been involved with the consultation over the development over recent years. A database of contacts, stakeholders, members, and suppliers has been created by the developer partners and subject to data protection rules, will be el(tended as a very important tool for use by the Trust The Trust will be exempt from registration under the Data Prolectfon Act 8 1 2 Promotion Literature The marketing and promotion is likely to be both formal through banners, newssheets. flyers, web-site, meetings, and informal through word of mouth by getllng out and about and talking to individuals and groups. The Trust will produce introductory cards and portable banners to be used at events to promote Its existence, vision. aims and activities, as well as to promote membership 8 1.3 Website The Trust will plan and build a website which promotes the Trust and its activities as well as providing news and information from a community perspective. and ideally to provide links and dovetail with the websites or otner core partners The site will continue to evolve with time. information availability, and experience. 8 1.4 Media ond Public Relations The Trust will make effective use of the media to raise profile and Inform its various audiences This will be planned 1n partnership with the develop marketing teams There are a number of good actrvities and events that afford PR opportunities. including its formation , the opening of community facilities, as well as key successes 8 1 5 Outreach Outreach and associated community development work will be a fundamental feature of the Trust's work and profile. In particular. every home will be Visited with a Welcome card which will include information on the Trust, and consultation feedback will be used to inform the initial commumty developmem activities. DraftlV4 61 Page 42 Out/me Busmes.s Pian - Octobet 2017 Wisley Airfield Commu111ty Twst MPCS (f~1) '-' 8.1.6 Community Engagement Community engagement will be at the heart of the Trust's operation and will be a key factor in determining the success of the community development work and community building. The challenge Is to foster and develop the involvement of a wide range of local people, so that: • The Trust develops and provides effective services which reflect local priorities and supports the aspirations of families, individuals and the local community. • Local people strongly identlfy with the Trust, the green open spaces, the Vfllage Hall and its activities. • Foundations are laid for long-term community engagement in the management and governance structures. • The Trust dovetails and complements the role of wider groups within the area. Draft (V4.6) Page 43 Outline Busmess Plan - October 2017 - Wisley A1rl1eld Commwuty Twsl MPCS (iil) '-' 9. Action Plan The rocus of this outline Business Pian is on developing an appropriate organisation that effectively manages the SANG open spaces, community facilities, and provides bus funding support and responds to the needs of the new local community. The Trust will need to be established at the beginning of the development and respond clearly to the expectations of partners, stakeholders and local residents. The objectives for the twelve months leading lo first occupation of the development are to: (i) build the Trust infrastructure through engaging key partners, appointing Directors, and building skills and capacity; (ii) plan and prepare the management arrangements for the SANG area and the Urning of the transfer of responsibilities to the Trust; (iii) plan and prepare the management arrangements for the delivery of local bus services and associated subsidy, and the timing of the transfer of responsibilities to the Trust; (Iv) prepare, negotiate and agree design and specification for the community building. (V) develop practfcal project initiatives that meet the Trust's aims with regard to the arrival of the first new residents and achieve demonstrable success(es) (vi} In conjunction with the developer to refine the funding model for the Community Trust, and prepare an updated Scheme of Endowment including review of costs and income from proposed or actual endowed assets as allowed for in the obligations and conditions of the plannlng consent The principles expressed throughout the Plan above highlight local ownership, community benefit and mutual support. Implicit within these pnnciples Is an entrepreneunal approach and culture, vital for the Trust's long term growth and success Specific objectives wni be developed as the Business Plan Is implemented over coming months. 9.1.1 SHORT TERM PRIORITIES The proposed activity programme (section 3) provide a guide as to the priorities and outcomes to be achieved In the first two years. If approval is given to proceed, the short term priorities are to: • Establish a shadow board to guide the Trust's development • Research and prepare detailed full Business Plan • Ensure all necessary policies and procedures are appropriate and in place • Develop marketing strategy, communicate initial developments and actMties through web-site and olller publicity • Build Board of Trustees and co-opt as required for specialist skills Draft IV4.6! Page 44 Outline Business Plan October 2017 Wisley l\lffrelcf Co111111un1ty Trust • Establfsh and nurture effective partnerships, particularly with service providers • Agree any service level agreements to provide cost effective services without building undue or costly overheads • Develop project initiatives for long term funding model • Establish entrepreneurial culture for growth and development Draft fV4_6/ Page 45 Outline Business Plan - October 2017 Wisley A1111eld Community T111st MPcs @ ) APPENDIX A: Relevant Case Examples There are over 500 Community Trusts across the UK, and each one 1s designed to respond to its own local circumstances and communrty needs and prionl1es There rs not one case example that exactly mrrrors the needs of Wlsley, but the principles are tried and tested over many decades With the following summary or case examples designed to illustrate comparative features 1) Aldershot Urban Extension with 110ha SANGS Wellesley Woodlands is a 110ha community woodland at the heart ot the Aldersnot Urban Extension. The MOD land rs being development by Gr Grainger appointed The Land Trust to manage the SANGs at Wellesley Woodlands through a combined endowment and service charge model The Land Trust were given a 999 year lease of the SANGs and are delivering all the SANGs related obligations linked to the s.106 agreement required by the habrtat regulatory assessment. The site ls now managed in perpetuity, enabling local partners and volunteers to have an effectfve role in Its management, providing jobs tor on-site rangers, new pathways, trails, and car parks wlth demonstrable heart11, economic. educational. environmental and social benefits. www wellesleyhampshire .co.Uk/ 2) Chilmlnqton Green, Ashford's 21•1 Century Garden City A new 5,750 home development approved for Chilm1ngton Green on the edge of Ashford, Kent has over 27 hectares of public open space and three community butldings to be managed rn perpetuity. An options appraisal was undertaken rn 2011 as to the best sustainable management solution The developers and Ashford Borough Councll wished to see a locally managed organisation able lo maintain the public assets for collective benefit with local participative governance, whilst also being able to plan and support community development activities. All stakeholders agreed to proceed with setting up a new Community Trust for Chilmington to take respons1h1hty for all the p11bllc assets and facilities The Section 106 agreement provtdes tor the endowment of significant commercial assets to the Trust to meet some of the Trust's <1nnual operating budget, and to provrde financial security In t11e long term. A full 20 year Business Plan was prepared in partnership wlth Ashford Borough counc11 which included a financial model to enable its launch in Summer 2017 pnor to first occupation in Summer 2016. www . ch1lm i 11gton-green . co~uk Draft IV4. 61 Pagf' 46 Outline Boslness Plan - Or,lober 2017 Wisley A1rf1eld Commuruty T111st MPCS (fa1) '-' 3) HCT Group Hackney Community Transport (HCT) was originally founded in 1982 when around 30 local community groups in the London Borough of Hackney pooled their vehicle resources, providing low cost minibuses to help the community to get out and about. Now (in 2016) it operates over 500 vehicles. employs over 700 people and has a turnover of £45m. and as a charitable social enterprise reinvests its profits back into local community services. Its chief executive, Dai Powell. joined the social enterprise as a bus cleaner. HCT aims to "demonstrate and promote the social enterprise business model as a highly effective and socially responsible mechanism", and maintains enviror·1mental, health and safety and social policies. and regularly measures its performance against these. As the organisation has grown across London, into Yorkshire, Humberside and the Southwest, it has never neglected its Hackney roots, still providing Its founding range of services, plus many more: • Minibus hire - a low cost alternative: providing community groups, clubs and non-profit organisations with a financially supported scheme to access cheap minibuses - Group Transport. This service is financially supported by Hackney Council and by money reinvested from HCT Group's commercial contracts. • YourCar. A low cost, ftllly accessible alternative to minicab hire - designed to help people with disabilities or mobility difficulties where a regular minicab or taxi doesn't meet all of their needs. Vehicles are fully wheelchair accessible and drivers are trained to be able to help their passengers from door to vehicle to door. • Minibus driver training: Minibus Driver Awareness Scheme (MiDAS) training, helping community group members drive vehicles themselves, saving on having to hire a driver with their vehicle. • Route 812: A unique community-designed ha.ii and ride route that helps older people and people with disabilities to get out and about • Mobility scooters: Working in partnership with several local authorities in London, deliver a variety of innovative schemes that loan out or hire mobility scooters for people wno would not otherwise be able to access them. www.hackneyct.org/ 4) Chatham Maritime Trust Chatham Maritime Trust (CMT) was formed in 1997 to take on the long-term management and maintenance responsibllilles of the 350 acre Chatham Maritime Estate, at the time one of the major urban regeneration sites in the country, CMT is a registered charity (no 1055710) and a company limited by guarantee. The Trust has four member organisations: Medway Council, HCA and the Estate's two occupier associations: St Mary's Island Residents Association Ltd (residential) and South Maritime Draft lV4.61 Page 47 Outline Business Plan - October 2017 ' Wisley A11f1elcl Comrnw11ty I rust MPCS (ra1) "" Residents Lid (non-residential) The member organisations each have rights of nomination for Trustee appointments (the HCA one and the others two each) and the Trustee Board typically also includes four or five "Independent Trustees" who are usually local professionals with relevant skills. The Trust already owns significant parts of the Chatham Maritime Estate, and acquires further sites as development completes. Eventually the Trust will own virtually all of the public domain of the Estate, and will be responsible for maintaining its public parks and play areas, flood defences and riverside walks, bridges, roadways, cycleways, footpaths, public art and monuments. and Village Hall. The Trust receives funding for maintenance of the Estate from three areas: service charges on businesses, rent charges on 2.000 homes, and from the Trusts £17m endowment funds anc;t property. The maintenance expenditure at Chatham Maritime is in the order of a million pounds a year CMT also plays a role in supporting the growing community at Chatham Maritime and community activities in the Medway Towns generally. The Trust does this through Its Community Fund which it uses to promote events, and to sponsor or support community groups www cmtrustco.uk 5) Milton Keynes Park's Trust The Parks Trust, formally known as MHton Keynes Parks Trust. was established by the Milton Keynes Development Corporation to own and manage. ir1 perpetuity, the strategic open space in Milton Keynes. It took a 999 year lease of 4,500 acres and at the same time was given an endowment of around £20m. The endowment was mainly in the form of commercial property in Milton Keynes and the rental income is used to fund the Tnist Since then, some of that property has heen sold and other assets acquire(J both In Milton Keynes and elsewhere, lo ensure that the Trust does not have all lts 'eggs In one basket' The Trust is a Company Limited by Guarantee and a registered Charily. The Articles state that the Primarv Object is to provide, maintain and equip parks, gardens, landscaped areas, woodlands, open spaces, playing fields, playgrounds and recreational amenity spaces within the Borough of Milton Keynes and the environs, for the benefit of the inhabitants and visitors to Ille area. This land is referred to as the green estate. The Secondary Objects of the Trust are to advance public education in the area of benefit, with particular regard lo horticulture, arboriculture, wild plants and wildlife and to provide or assist In the provision of facilities for recreation or other leisure lime occupation, in the interests of social welfare and with the object of improving the conditions of life for the inhabitants and visitors to the area. Draft CV4.61 Page 48 Oulline Business Plan - October 201 7 W1sl&y A11fie/cl Com111umty T111sl MPCS (f~1) "'-' The Board employs a Chief Executive, who is also the Company Secretary and has the responsibility for the day to day running of the Company. The Chief Executive leads the management team and has 43 employees (full time equivalents) comprising four sections: Operations - the physical management of the green estate; inspections and safety checks of the parks. play areas and equipment and facilities: dealing with adverse possession Community- liaison with the community, organising events and activities lo 'animate' the parks. management of recreation and leisure uses including licences, environmental education, volunteer management Communications - promoting and positioning the parks and the Trust; dealing with adverse publicity Finance and admin -day to day management of finances, administration, preparation of annual accounts and management accounts; management of the Trust's investments. It has a small Direct Works Team of seven staff but most of the physical landscape management work is undertaken by independent contractors who lender for the work. http://www.theparkstruslcom 6) Graylingwell, Chichester Graylingwell is the UK's largest zero carbon development being built at the old Graylingwell hospital site in the North-East edge of Chichester. The partnersh1p between Linden Homes and Affinity Sutton Housing Association has completed over 600 homes of the 750 home development with 40% affordable housing. Chichester CommunTty Development Trust was set up prior to first occupation, and owns and manages new or refurbished community facilities, and delivers on a range of related community, economic and environmental Initiatives. The Trust was supported initially through tapered S106 funding and is increasingly funded and sustained by revenue from a series of community assets. from a resident levy, and successful heritage lottery programme. A nearby new development al Rousillon Barracks outside the initial red -line area for Grayfingwell also wanted the benefits of the Community Trust, and so now the Trust also runs the new community facility there and markets all its activities and services to the neighbouring communities. Havenstoke Park, an 85 acre historic open space at the entrance to Graylingwell, is to be adopted by the local authority with a commuted sum. who will in turn consider the best long term management regime, which is expected to be through the CDT, www.chichestercdt.org.uk Draft (V4.6J Page 49 Outline Business Plan - October 2017 Wisley A11f1eltl Comm11111/y T111 s/ 7) Manor House Community Trust The £1 bn 20 year regeneration of Woodberry Down in Hackney has Involved a mix of over 4,500 social rented, private and shared ownership homes, a range of new facilities including a VIiiage Hall, health centre, new Academy, and extended primary school, as well as retail and commercial opportunities. The Council supported the establishment of Manor House Trust in 2007 which has initiated a range of community development projects at Woodberry Down. including those providing training and employment. so that local res1denis can benefit from tile area's regeneration. The Trust focuses on four main areas of work; 1 Championing the community and economic development of the area; 2. Development and management of land and bufldings. 3. Planning and defivery of relevant local social. economic and environmental services; 4. Coordination and delivery of community engagemen1 and commLmity development activities The Trust has grown rapidly in its ar.t1vity programme and status, winning various awards along the way It recently moved into new Community Facilities which also brlngs significant lncome Of particular note. ls that the Trust has established two subsidiary partnership Community Interest Companies (CICs) as a way of providing training and employment opportunities, namely. Woodberry Training Partnership CIC and Local Labour Hire CIC, and alongside managing The Redmond Village Hall will be managing the new retail units on the Old School Site, the first site of the Woodberry Down Regeneration Scheme The revenue generated from these acuv1ties 1s fed back into other projects www.mhdt.org.uk 8) Letchworth Garden City The very first Garden City In the UK was established in 1903 at Letchworth and to this day, the Letchworth Garden City Heritage Foundation manages the physical environment and public buildings, provides leisure and recreation facilities, and acts as the custodian of the ethos and design guide for the town of Letchworth consisting of some 32,000 households It achieves this by deriving an income from its 770,000 sq.ft. of comrnerctal space valued at £97m and yielding an annual income of £7.3m Draft IV4 61 Page 50 Out/lne Business Plan - October 2017 Wisley A1rf1A/r1 Cnmmu111ly Trust APPENDIX B: Wisley Airfield Community Trust ("WACT") Framework Document (Updated 3 rd March 2017) 1. Introduction A new settlement is proposed for Wisley Airfield of up to 2068 homes along with a care home and Gypsy f Traveller Pitches and ancillary facilities including a school, retail and business premises, sports infrastructure and green open space. This new settlement and its public facilities will require a range of ownersh ip and management structures to ensure that the whole area is maintained to a high standard both during the development and beyond. This paper sets out the principles for a new Community Trust for Wisley Airfield designed to own and resource the c.50ha of Suitable Alternative Natural Greenspace (' SANG"} for public benefit, to provide support for the long term bus service linking Wisley Airfield with local railway stations and service centres on a frequent basis, and to provide for community development activities to nurture and ensure a thriving community. The details of this paper have evolved through consultation and describe the thinking to date under the following headings· Summary Objectives and Activit1es Governance and Management Resources and Endowment Appendix A; Examples of good practice of Community Trusts 2. Summary The proposed new settlement at Wisley Airfield will create, enhance and safeguard around 50ha of Suitable Alternative Natural Greenspace ("SANG"). The associated housing and employment areas will require new local bus services linking Wisley Airfield with local railway stations and service centres on a frequent basis. A new Trust is proposed to own and resource the management of the SANG and to support lhese new local bus services, as well as take responsibility for the proposed community faciliUes and associated new local community development activities. Wisley Property Investments Ltd propose to establish and resource a new Trust, Wlsley ATrtield Community Trust, managed by a board of Trustees derived from a range of interest groups. This Trust is likely to be an incorporated registered charity, and the associated trustees are in the short term appointments made by developers during the first few years whilst the site is being built out together with those nominated by the local Councils and specialist environmental I ecology and transport agencies. In the tong term trustees are also anticipated to be nominated by local residents' bodies. The Trust will be formed with a series of obiectives designed to provide public benefit to both existing and new local residents across three activity areas, namely. Draft £V4.6) Page 51 Outline Business Plan - October 2017 - Wisley A11f1eld Commur11ty Trust M.PCS (@ ) 1) Long term ownership following completion of the development (wtth handover 1n phases frorn lhe developer) and maintenance of the on-site SANG Co be managed in accordance with the Information for Habttats Regulations Assessment P 14/67-2F dated November 2015, the Suttable Alternative Natural Greenspace - Outline Habitat Creation & Ma11agernent Plan P 14/67-30 dated November 2015 and the Letter of ExplanatJon, Rev1s1ons to SANG Design dated 25 F-ebruary 2016 (the "SANG Management Plan"), and provision of SAMM Plus wardening of the Ockh11m and Wisley Commons element of the Thames Basin Heaths SPA. 2) Permanent provision of frequent bus transport services for Wisley Airfield residents pupils and business employees to Effingham Junction f Horsley, Cobham and Guildford Including "gap" subsidy funding where 1equirell 3) Provision of community development actJV1ties designed to build a strong, heahhy, and cohesive community of whToh everyone who lives. works or studies at Wisley Airfield can feel a part The Trust will employ its own Director lo manage these activities on behalf of the Trustees. and is expected to either directly commission and fund speclahst providers to dehver the services outlined, or may In some instances choose to employ the staff to deliver the services 1tself The Trust and its activities will be funded and resourced in the ear1y years directly by the developers, and will then be endowed with Income generating assets atlle to deliver sufficient annual income lo support the Trust in perpetuity. In addition to these income genera~ng assets, It 1s also proposed that office. and/or "touchdown space" will be provided for the Ranger and the Warden, and also for the use of Surrey Police community policing team. These facilities may be co-located with the Trust's office at. for example, the VIiiage Hall bulldlng in the village centre. Other Income will also be derived from sess1ona1 room hlre fn the Village Hall and income from other community assets, and from a resident levy intended to support community development activities In the long term Appendix A provides some examples of features of best practice from over 500 Community Tnists from around the UK 3, Objectives and Activltjes gf tbe Communjtv Trust The Trust will be formed with a series of objee\ives drafted with the polenttal to achieve charitable status designed to provide pubhc benet1t to both existing and new local residents across three activity themes, namely· 1) Long term ownership following completion of the development and handover In phases from the developer and maintenance of the on-site SANG to be managed 1n accordance with the SANG Management Plan. and prov1s1on ot SAMM Pius wardening of the Ockham and Wisley Commons element of the Thames Basin Heaths SPA 2) Permanent provision of frequent bus transport services for Wisley Atrfield residents, puptls and business employees to Effingham Junction f Horsley, Cobham and Guildford Tnciudlng •gap" subsidy funding where required 3) Provision of community developrnerlt activttfes designed to build a strong, healthy and cohesive community of which everyone who ltves works or studies at Wisley Airfield can feel a part Draft £V4 61 Page 52 Outline Business Plan - October 2017 ' Wisley A11f1eld Comrrwmly Twsl MPCS (r~1) ~ These activities will be underpinned with a responsibility lo provide appropriate management and financial resources to ensure sustainability In perpetuity. Each of these three activity themes will be developed further below. 3.1 Ownership and maintenance of the on-site SANG As the development 1s built out, c.SOha of SANG will be completed in phases to provide newly created natural managed open landscaped areas designed to 'divert' leisure activity away from the existing SPA to seek to achieve no net recreational Impact on the SPA. Each SANG phase will be first prepared by the developer, and WACT will then be responsible for planning and commissioning its routine and cyclical maintenance In accordance with the standard stipulated in the planning conditions and/or s.106 agreement, prior to it then being formally transferred to the Trust. The phase 1 SANG area of 38.7ha will be prepared prior to first occupation. The SANG will be managed, and SAMM Plus wardening carried out in accordance with the SANG Management Plan. being relevant documents contained Within or supporting the Planning Consent. It should be noted that this wardening activity will also support placemaking or community development activity designed to bu ild a sense of local ownership and encourage environmental education. In addition to these management and wardening costs, budgets have also been prepared for direct landscape maintenance costs and also for long term capital replacement of site infrastructure such as benches, fencing, interpretation boards, etc. Indicative budgets for SANG Management and SAMM Plus wardening arrangements are summarised below.:. Summary: SANG Maintenance and Capital Replacement Setuo Costs Reauired £2, 345,528 Capital Replacement Capital replacements over 40 yrs cycle £473, 347 Contingency & Prellm @15% £71,002 40yr capital replacements costs total £544,349 Annualised Capital Replacement Cost £13,609 Annual Maintenance Costs Phase 1 £15,950 Phase 2 £24,499 Phase 3 ano Beyond £26,645 Contingency & Prelim @15% £3,997 Annual Mainte nance Costs (beyond 2028) £30, 641 Annual Funding Reauired'* £44.250 • The pomt. at which all three SANG phases are complete 1s ant1c1pated. ' to be 2028129 Oran rv4.6) Page 53 Outline Business Plan - October 2017 Wisley Au11elcl Commw11ty Twsl j Summary Table: SAMM Plus Wardening and Cepital Replac:ement ISetup Costs Required £523,8821 Annual Costs Capital Replacements £1,267 Maintenance costs £55,828 !Total Annual Costs £57,095 1 The "SAMM Plus· wardening and rangering activity will also assist with the wardening of the ad101ning Ockham and Wisley Common elements of the ThamP.s Basin Heaths SPA as identified in lhe Wisley Airfield SANG Management Plan It 1s proposed that an offfce. and/or '1ouchdown space' be provided for bolh the Ranger I Warden, 1,1nd also for the use of Surrey Police community policing team. This may be co-located with the WACT Director's office at, for example, the Village Hall building in the village centre The Ranger I Warden will also cany out placemaklng aclivities al U1e early stages of the development, to encourage patronage of the sustainable transport and bus fac1 1lt1es. appropnate dog walking behaviours, and community forum activities such as a demonstration wildlife garden, and community education projects. The ranger I warden Will also be provided with living accommodation including a screened I fenced yard space for a skip and "pickup" or similar vehicle. and a workshop befng for example an oversized domestic garage. 3.2 Sustainable Bus Transport Services l:lus transport will be a key feature of tl1e sustainable transport solutions for Wisley Alrfield, and provision will be required to 1:1nsu1e that these services are viable and suslamable 1n the long term The following local hus services are proposed (routes may be combmed) Monday to Saturday f1orn 0600 - 2300hrs. - sec Base Enhanced Destination Service Level Frequency Comment Fr..,,uenru Effingham Junction °' 5 µ1:ir hou1 7 per hour Horsley offers extensive services Horsley (every 8 including library. pharmacy. retafl and minutesL leisure fag!llties Cobham 2 ner hour 2 " 0 r hour Guildford 2 oer hour 3 oer hour The proposed services may be run on one of the following models, 1e: • as a first preference. a bus service coo1dmated, procured and pro1eot managed under a service level agreement by the Local Transport Authority (lTA). and the subsidy passed to them as required, or 1n the event that the LT A do not prefer or are unable to run the services with any required developer or WACT funded subsidy, ottering best value; by direct contract with a bus operator; or by direct provision hy the Community Trust • By direct contract wrth a bus operator or Draft N4 6) Page54 Oulline Business Plan - October 2017 Wisley A1rf1elcl Cvmmu111/y Twsl Mf'CS @) • By direct provision by the Community Trust The operational subsidy will be provided during construction of the development lo deliver lhe level of service stfpulated In the s.106 agreement and Travel Plan in accordance with the s.106 agreement. An enhanced level of service Will also be provided In accordance with the Travel Plan in order to encourage higher levels of service use, which will in turn help lo achieve the modal shift required to reduce regular car use. On the assumption that patronage does not materially increase, the enhanced element of the service is predicted to require an ongoing subsidy, however if patronage does increase then there Is a realistlc prospect of the enhanced service achieving break even on completion of the development. The Community Trust Wiii be provided with assets to support a funding stream for this purpose In the event that the enhanced level of service does successfully boost patronage so that a lower level (or no) subsidy Is required, then this funding stream will be released from year to year, firstly lo support on and off site infrastructure enhancements for Non-Motorised Users, and secondly to support the general aims and objectives of the Community Trust, as defined by its charitable purposes. Where the level of patronage does not reach a level where the funding stream is sufficient lo support an enhanced service, the service frequency will be reduced towards the sec Base Service Level to a point where the funding stream covers any operational cost shortfall. Cross subsidy between individual bus routes may be appropriate to achieve the objective of a bus service to at least SCC Base Service Levels in perpetuity. 3.3 Place-ma!sing and Community Development Wisley Airfield is intended to have a strong sense of community amongst residents (across all tenures) as well as being a place that people enjoy to visit for leisure or work. To achieve thls, Investment is required In p l ace-ma~ing and community development activity. WACT will initiate and deliver community development activities to build a strong and creative community where residents and others who work m or use the area, share a strong sense of belonging, pride and commltment to its future and wellbeing. This will be through, for example, a community newsletter, a community website, welcome events, and a range of large and small scale activities for all ages. The Trust will also be well placed to lead on other social, economic and environmental lnitiatlves whict1 respond to the needs of the local resldents. It will provide a suitable vehicle to take forward practical responses. for example, with regard to encouraging greener lifestyles or provision for young people, or employment support initiatives. It might also include management of non-SANG open space and facilities within the core development area . such as, for example, the village green, SuDS (Sustainable Drainage System) features, wildlife and green corridors, sports and community facilities (and potentially a coffee shop and hotdesk area). the MUGAs (Multi· Use Games Areas) and the all-weather sports pitch, club house and associated prl;)mlses, all for the benefit of the residents (and schoolchildren attending the school) of the core development area. The Trust will also be responsible for the design, management and operation of the proposed new Village Hall which will be a key resource for the community and support the community development objectives. Draft (V4 61 Page 55 Out/me Business Plan - October 2017 I Wisley A11flefrl Community Tmst An ability will be retained for other phases of development outside the core development area to actively participate 1n and benefit from the Community Trust subject to sufficient add1t1onal resources being made available to support an enhanced programme and area. These act1vil!es will be achieved through the planning, development, resourcing and Implementation of a range or relevant programme actMUes designed to encourage and support all aspects of community life. The Community Trust will aim to ensure this community development activity Is supported into ihe long term, either dlrecUy through a resident levy derived from a rent charge or potentially from an appropriate precept-supported Parish Council orientated towards the new settlement at Wisley Airlield 4) Governance and Management Wisley Property Investments Ltd propose to establish and resource the new Trust. Wisley Airfield Community Trust, managed by a board of Trustees derived from a range of interest groups This Trust 1s likely to be an incorporated registered chanty and a company limited by guarantee with associated financial accounting and transparency requirements. The associated trustees are, 1n the short term. appointments made by the developers during the first few years whilst the site is being built out, together with those nominated by the local Councils and specialist environmental I ecology and tr;msport agencies In the long term, trustees are also anticipated to be nomina1ed by local residents bodies. The board may also wish to appoint non-voling advisory members from time to time with regard to particular matters of specialism The "area of benefrt" for WACT 1s suggested as Wisley Airfield (being the core development area) and the Immediate surrounds including the Ockham and Wisley elements of the Thames Basin Heaths Special Protection Area In relation to SAM M Plus wardening, The proposed charitable objects of WACT designed to meet the activity themes outlined Jn section 2 will be to: provide, maintain, and equip parks gardens landscaped areas. woodlands, open spaces, playing fields, playgrounds, recreational amenity spaces, and other elements of the public realm within the Area of Benefrt for the benefrt of the inhabitants thereof, II advance public education in the Area of Benefit for the benefit of lhe inhabitants thereof with particular regard to horticulture, arboriculture, wild plants, and Wiidiife; Ill provide or assist In the prov1s1on of tac1ht1es for recreation or other te1sure lime occupation in the Interests of social welfare and with the object of improving the conditions of life for the inhabitants of the Area of Benefit IV. promote the conservation. protection, management. maintenance. and improvement or the physical and natural environment in the Area of Benefit for the benefit of the Inhabitants; V provide a subsidy to transport services for the inhabitants of the Area of Benefit Vt promote. protect, preserve ;ind advance all or any aspects of the health of the inhabitants of the Area of Benefit, and VII establish, manage or assist with the estabOshing and management of health facilities, Village Halls, arts centre, workshops, groups for educational play, depnved youth and old people in need and centres residential or otherwise for activities In 1he Area of Benem all being for the benefi1 of the inhabrtants thereof. Draft £V4.6) Page 56 OuHine Bosinl'lss PIRn - October 2017 Wisley A1rl1clcl Commwuty Twsf MPCS f:' It is proposed that WACT be administered by a Board of seven Trustees. The terms of reference for their meetings, and their powers, obligations and duties Wiii be set out in the constitutional document (the Articles of Association). The guiding principles for the Trustees will evolve through discussion and are likely to be along the following lines: • 7 trustees in total, including o Chairman (appointed by WPIL or the developer of Wisley Airfield until compleUon of the development, and thereafter appointed annually by the Board). o Transport Trustee, appointed by the prevailing competent local transport authority, currently Surrey County Council (SCC). The vote of the Transport Trustee will be required to change the TBBP (see below) from that of the previous year. o Ecology Trustee. appointed by the prevailing competent ecology authority with responsibility for the Thames Basin Heaths Special Protection Area, currently Natural England, or their appointed representative. The vote of the Ecology Trustee will be required to change the SBBP (see below) from that of the previous year. o Three community trustees (one of whom may be appointed Chalrman), appointed by WPIL or the developer until completion of the development, and subsequently by the Parish Council subject to the approval of the Local Planning Authority, or by the LPA where the Parish Council falls to nominate o Co-opted trustees with specialist contributions or to meet skills gaps • No personal liability (protected by the incorporated status of the charitable company) • Unpaid, but expenses for time travel and subsistence reimbursed on an annual allowance basis, subject to attendance at meetings • No fewer than 4 meetings per annum. Including an Annual Meeting which will encourage public participation. Other meetings to be held in private, but with an opportunity for public petition or attendance at the discretion of the Trustees. Redacted minutes to be published as appropriate in the wider community. • Meetings to be quorate with four Trustees, With the Chairman holding a casting vote. Notice of meetings published no less than 21 calendar days in advance, with agenda papers Issued 7 days In advance, with redacted versions published. • First year's budget and business plan Wiii be drafted by WPIL, and approved by the Local Planning Authority (GBC), local Transport Authority (SCC), and competent wildlife body (Natural England) or their appointees. This Budget and Business Plan ("BBP") wilt set the budget apportronments for assets, income and expenditure between the categories of Aims and Objectives, and set the service levels for the services proposed to support them. The BPP will be drafted In three elements; o The Transport BBP ("TBSP") 0 The SANG I SAMM Plus BPP (·ssBP") o The Community BPP ("CBBP') The trustees will be Initially appointed through invitation and selectfon of core partners to ensure a mature and e.xperlenced team able to lay strong foundations. With time they will be replaced with wider stakeholder interests from within the new community. Arrangements for substitutes to attend meetings may be considered. Implementation Agreement to Safeguard Objectiyes and Resources It is proposed that the aims and Intentions or WACT will be protected by a legally binding contract called an Implementation Agreement, signed by the various stakeholders (it is envisaged that these will include the planning authority, Natural England, the County Council, and the developer) This rs designed to ensure that the original plans for the operation of the Trust and criteria for its Draft fV4. 61 Page 57 Outline Business Plan - October 2017 . . Wisley A1tf1eld Comm11111/y Trust MPCS (f~1) ""' activities are protected by means of, for example, appropriate step 1n rights for Guildford Borough Council to the tenure, management and asset tundlng stream for the SANG I SAMM Plus, In the event of changes to trustees, endowment asset performance or other unforeseen eventuallbes, and that unanimous consent rs required from lhe foundation partners before the strur.ture or business of WACT can be amended in any way Thu:. performs much the sarne function as a shareholders' agreement in a commercial ioint venture. fhe delivery of the Implementation Agreement will be secured by means of planning obligat1on 1n the s 106 Agreement prior ro Implementation (as defined within the s. t06 agreement) of the development This Implementation Agreement will also ensure thal funds generated from lhe em.towrnent are ring-fence<;! ror the specrfic Intention originally designated and cannot be applied elsewhere without the full agreement of all parties, and that the funding and obllgallons of WACT are safeguarded ln perpetuity The speo1fic agreement of the Transport Trustee will be required where a varfat1on to the bus servir.e level or priorities is proposed, or material sustainable transport budget allocation change from that set out in the ong1nal const1M 1onal documents of the Community Trust (as per that oilflined above) Executive Management The Trust will require its own executive management function to Inform and guide the setting up and early implementation of the Trust The Board of Trustees will then determine ttie secretariat and administration arrangements from time to lime. including the extent of outsourcing at services and the letting of relevant contracts. The Trust may employ its own Director/Clerk to manage these activities on behalf of the Trustees, and is expected to either directly commission and fund specialist providers to deliver the services outlined. or may 111 some instances choose to employ the staff to dehver the services itself. By way of example, a lull/part time Director could be employec1 directly by the Trust. or by a conlractor The Di1ecto1 's duties are likely to include ' Arrangfng and servicing the meetings of the Board u Managing, maintainrng and superv1s1ng the contraotual a1Tangements with service providers and subconttac:tors o Managing arid employing any direct labour or assistant clerks Setting up and administering the WACT bank accounts {potentially with Trustee mandate holders) and overseeiny all record keeping and financial matters _, Managing and supporting volunteers o Liaisfng with Pnlice, SANG Ranger I SAMM Plus warder1. communlty worl\ers. Parish Council Ehher directly, or by suboontract • Managing lhe income p1oducing asset base. including the advert1smg and arranging or lettings, collect1on of rents. holding of deposits. maintenance management and repair of property etc • Providing local bus services - as a ftist preference. a bus service coordinated, procured and proiect managed under a service level agreement by the Local Transport Authority (lTA) , and tha suhsidy passed to them as required , or 111 the event that the LT A do not prefer or are unable to run the services with any required developer or WACT funded subsfdy offering best value, by direct contract with a bus opera!or, or by direct provision by the Community Trust Drafl fV4 6) Page 58 Out/me Busrness Plan - October 2017 Wisley A1rf1eld Con1nw111ty Twst MPCS ((lij~ ') ""' • Providing wardening and ranging services, either by direct labour I contract, or contracted with a service outsourcing partner. • Managing the community asset base, including the repair, maintenance and management of the community assets such as Village Hall, grass and all weather sports facilities, open space etc. This may be administered directly with employed or subcontracted support or contracted with a service outsourcing partner. Monitoring and managing the Travel Plan. • Maintaining the WACT website and other social medla. It is proposed that WACT provide funding for the activity areas either to delivery partners I authority (such as a wildlife body, management company or Transport Authority) or directly by its own provision, as appropriate. It is possible that the SANG management and SAMM Plus wardening activity may be contracted lo a suitable partner, who may also undertake the management of elements of informal open space. It is also possible that that partner may also contract to support the secretariat ofWACT. 5. Resource.s and Endowment The Trust and its activities will be funded and resourced in the early years directly by the developers. and will then be endowed with Income generating assets able to deliver sufficient annual income to support the Trust in perpetuity. In addition to these income generating assets, it is also proposed that office, and/or "touchdown space" will be provided for the Ranger and the Warden, and also for the use of Surrey Police community pollcing team. These facilities may be co-located with the Trust's office at. for example, the village hall building 1n the village centre. The anticipated funding requirement.s (excluding inflation) will be confirmed in the WACT Enr,lowment Scheme which will be expected to provide annual sums as summarised below: Indicative Activity Sub area Funding Comment Theme requirement (annual) Transport Bus support Operational Subsidy funding during (TBBP) (Operational) construction of the development to be provided by WPIL I developer in accordance with the s.106 agreement Bus support Circa £280,000 Additional Subsidy funding ln I Additional\ accordance with the Travel Plan SANG/ SANG Funding during construction of the SAMM Plus establishment and development to be provided by WPIL I (SBBP) project developer in accordance with s. 106 manaaement aareement Rangerlng, Circa £185,000 Funding level pa from full wardening, management of <111 phases maintenance and capital replacement Draft fV4,§J Page 59 Outline Business Plan - October 2017 W1.;;ley A11f1e/U Comm11111/y Tmsl These Indicative figures will be Circa confirmed in the WACT Endowment Total Annual Funding £ 466,000 Scheme Community Selling up £576,480 over Anticipated start up and early running (CBBP) Community Trust ten years to be costs of Trust, community and support for tapered out as placemaklng projects. income I cost commlmity viability shortfall from hire of community assets development reached These ihdlcative figures Will be confirmed in the WACT Endowment Scheme Funding Proposal and Asset Base To resource this funding requirement, 1t ls proposed that funds and assets are provided for WACT In accordance with the WACT Endowment Scheme on the following basis. 1) Start-up costs and early years programme funding provided directly by WPIL or in cash; 2) Provision of assets to produce an income stream currently estimated at £465.000 pa. The detans of the asset mix and quantum will be confirmed nearer the time of providlng the endowment depending upon prevailing rnar ~et conditions. but are anticipated to comprise. for example, open market dwellings whose Income would be sufficient to meet the funding requirements; 3) Management and maintenance of operational assets including 1x 2 bedroom dwelling for the purposes of accommodating the SAMM Plus warden incorporating workshop I garage hard standing and Skip area, plus office I touchdown space for the WACT office. the Police officer, and the SAMM Plus Warden; 4) Management and maintenance of community assets such as the village hall, Mulli·use Games Areas. village green. public open space. LEAPS (Local Equipped Areas for Play), ail weather pitches and clubhouse, whose income on completion or the development is anticipated to meet their maintenance costs pending their possible transfer to a precepl·ra1sing Parish Council; 5) Establishing an index llnked Rent Charge Deed on all properties prfor to sale, expected to be in the region of an average of £100 per property in accordance with the WACT Endowment Scheme. to support community development work and susta1nabt11ty of associated community assets The developer will provide for set up costs of the Trust, the funding of the transport subsidy, and the funding or SANG management in the early years until the provision of lhe WACT Endowment Scheme assets which will then support the Trust's respons1b1ht1es in the long term. In the event of any surplus funding, this to be applied lo furthering of the Objects of WACT as directed by the Board of Trustees. Draft fV4. 61 Page 60 Outline Business Plan - October 2017 Wisley A1rf1eld Commumty rrust MPCS t' Related Documents Document s.106 I CondlUon 1 Travel Plan - detailing. Inter alia, the level of enhanced tbc bus service to be delivered during construction of the develQJ;lment, and thereafter in n<>roetuitv 2 s, 106 Agreement · funding obligations · detailing the level tbc of unen'hanced service to be provided during construction of the develooment and thereafter in oeroetuitv 3 WACT Endowment Scheme tbc 4 WACT lrnplernentatlon Agreement tbc 5 SANG Management Plan, being s.106 • the Information for Habitats Regulations Assessment P 14/67-2F dated November 2015 • the Suitable Alternative Natural G reenspace - Outline Habitat Creation & Management Plan P 14/67-30 dated November 2015 • the Letter of Explanation, Revisions to SANG Desi!ln dated 25 Februarv 2016 Draft tv4.6J Page 61 Outline Business Plan - October 201 7 W1slc1 l!lff1eld Community Trust A-1PCS (fa"l.....,, ) APPENDIX C: Indicative cashflows for Community Trust: • Summary • Core including community development • SANG and SAMM Plus • Transport subsidy D1aft (V 111111• a g Ii -§ 'i s . .. HI~ ~ ?I ~d; • • •~o r, • • r I ~ x ' - 11 • fl • l ' .= ,.._u ...... l~~· I - i .,~ 0 w ..!!; ll 0 u Draft fV4.6J Page 63 Out1111e Business Plan - October 2017 Wisley /\11f1eld Con111w111ty Trust MPCS (iiJ) ~ ~ Po~ u ~ ' ~ ~ ~. ~u i lti ~ rv"' *~ ·2r i i(ij ~ ~.-; ! t ~· I ••(, .., c ,..• i oran fV4 61 Page 64 Outline Business Plan October 2017 ' Wisley A1d1eld Comm11111ty Trust fl.1PCS @) 'i - ! - I : ~ li f.- . i9 ~ - 1!_ 1-- •- " g • ! • ~~ .t.t-t;,ot-t.t.H • I! ~~r; ;a ~ i • a i • • 1 Draft fV4.61 Page 65 Outline Business Plan - October 2017 Wisley A1rf1eld Commumty I rust MPCS (f~1) '-' I!" ii ~!; I~ ~ ~,. ~ ' ~ 0 I~ :: '!i- ll- ~ ri~ .~ ~ 1-d~H ..+-+.,.; c~ 1 ~ !! • • , .. , I I Draft /\14. 61 Page 66 Ou/line Business Plan - October 2017 Registered Number: DRAFT Wisley Airfield Community Trust Articles of Association COMPANY NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION WISLEY AIRFIELD COMMUNITY TRUST PART A. INTRODUCTION 1 INTERPRETATION 1.1 In these Articles: "the Acts" means the Companies Acts (as defined in Section 2 of the Companies Act 2006) insofar as they apply to the Company and any statutory modification or re enactment thereof for the time being in force "Area of Benefit" means Wisley Airfield and adjacent areas including the Ockham and Wisley Common elements of the Thames Basin Heaths Special Protection Area [as delineated on the plan attached] "the Articles" means these Articles of Association of the Company "the Board" means the board of Directors of the Company and (where appropriate) includes a Committee and the Directors acting by written resolution "Board Meeting" means a meeting of the Board "Business Day" means any day other than a Saturday, Sunday, bank holiday or public holiday "Chairman" means (subject to the context) either the person elected as Chairman of the Company under Article 19 or where the Chairman of the Company is not present or has not taken the chair at a meeting means the person who is chairing a Board Meeting or General Meeting at the time "Charity Commission" means the Charity Commission for England and Wales "Clear Days" in relation to a period of notice means the period excluding the day when 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 "Committee" means a committee of the Board exercising powers delegated to it by the Board C:INRPortbl\ACTIVE3\CSER\9401436_2.docx Registered Number: Wisley Airfield Community Trust Articles of Association "Companies House" means the office of the Registrar of Companies "the Company'' means the company intended to be regulated by the Articles "Company Member" means a member for the time being of the Company who is admitted under Article 6 "the Council" means Guildford Borough Council of Millmead House, Millmead, Guildford GU2 488 "the Councils" means the Council and Surrey County Council "the Developer" means Wisley Property Investments limited (Company Registration Number MC-272889) of PO Box 309 Ugland House, Grand Cayman, KY1-1104, Cayman Islands "the Development" means the development within the Area of Benefit pursuant to the Planning Application "Director" means any director of the Company who is appointed under Article 19 "Dwelling'' the residential units to be constructed as part of the Development pursuant to the Planning Application and "Dwellings" shall be construed accordingly "Ecology Authority" means the competent authority with responsibility for the Thames Basin Heaths Special Protection Area for the time being "General Meeting" means a meeting of Company Members "Implementation Agreement" means the agreement between the Company, the Developer, the Councils and the Ecology Authority concerning the Company and dated [date] "including" means "including without !imitation" and "include" and "includes" are to be construed accordingly "the Memorandum" means the Memorandum of Association of the Company "the Objects" means the objects of the Company set out in Article 3 "Observers" means those persons (other than Directors) present under Article 29 at a Board Meeting "Planning Act" the Town and Country Planning Act 1990 "Planning Application" means the planning application submitted to the Council and registered under reference 15/P/00012 - 2 - Registered Number: Wisley Airfield Community Trust Articles of Association "Practical Completion Date" means the date six months following practical completion of the final Dwelling of the Development or the date six months following the transfer of the freehold of the SANG to the Company, whichever is the later "Registered Office" means the registered office of the Company "Resident" means a person whose sole or main residence is, or who is an owner or tenant of business premises which are in, a property which has been developed as part of the Development "SANG" means the area of Suitable Alternative Natural Green Space to be provided as part of the Development "Secretary" means the secretary of the Company including a joint, assistant or deputy secretary "Senior Officers" means the Chief Executive and such other senior members of staff as the Board may designate as such "Step in Rights" means the rights of the Council to ensure the Company is meeting its obligations under the Implementation Agreement as further defined in that agreement "Surrey County Council" means Surrey County Council of County Hall, Penrhyn Road, Kingston upon Thames, Surrey, KT1 2DW "Tenants" means individuals occupying a property in the Area of Benefit under an assured or assured shorthold tenancy "United Kingdom" means Great Britain and Northern Ireland "Vice-Chairman" means a person elected as a Vice-Chairman of the Company under Article 19 "Working Party" means a body established by the Board to make recommendations to the Board but without decision making powers, including community groups or fora. 1.2 In the Articles: 1.2.1 terms defined in the Act are to have the same meaning; 1.2.2 references to the singular include the plural and vice-versa and to the masculine include the feminine and neuter and vice-versa; 1.2.3 references to "organisations" or "persons" include corporate bodies, public bodies, unincorporated associations and partnerships; 1.2.4 references to legislation, regulations, determinations and directions include -3- Registered Number: Wisley Airfield Community Trust Articles of Association all amendments, replacements or re-enactments and references to legislation (where appropriate) include all regulations. determinations and directions made or given under it; 1.2.5 references to articles are to those within the Articles; and 1.2.6 headings are not to affect the interpretation of the Articles. 1.3 For the avoidance of doubt the system of law governing the Memorandum and the Articles is the law of England and Wales. 1.4 None of the model articles in the Companies (Mode! Articles} Regulations 2008 applies to the Company. 2 NAME The name of the Company is Wisley Airfield Community Trust. 3 OBJECTS The Company's Objects are specifically restricted to the following:- 3.1 to provide maintain and equip parks gardens landscaped areas woodlands open spaces playing fields playgrounds recreational amenity spaces and other elements of the public realm within the Area of Benefit for the benefit of the inhabitants thereof; 3.2 to advance public education in the Area of Benefit for the benefit of the inhabitants thereof with particular regard to horticulture arboriculture wild plants and wildlife; 3.3 to provide or assist in the provision of facilities for recreation or other leisure time occupation in the interests of social welfare and with the object of improving the conditions of life for the inhabitants of the Area of Benefit; 3.4 to promote the conservation, protection management maintenance and improvement of the physical and natural environment in the Area of Benefit for.the benefit of the inhabitants thereof ; c_ \"'4'.. ,t;.;.diA.J ~t;..J ~ evv iti:;·, \..,~ U)) C.sl._ ~ w .A\ '1\·0£t ~ l..o c:.u}•- ~~~ ':. ~~.J UN-(').. !'~'CJ> <:Q,\..,.~ .) I've 3.s to provide a community transport serviceljfor the inhabitants of the Area of Benefit who are in need of such services because of age, sickness, disability {mental or physical) or poverty or because of a lack of availability of adequate and safe public transport; 3.6 to promote, protect, preserve and advance a!! or any aspects of the health of the inhabitants of the Area of Benefit; and 3.7 to establish, manage or assist with the establishing and management of health facilities, community centres, arts centres, workshops, groups for educational play, deprived youth and old people in need and centres residential or otherwise for activities in the Area of Benefit all being for the benefit of the inhabitants thereof. - 4 - Registered Number: Wisley Airfield Community Trust Articles of Association 4 POWERS The Company may do anything that a natural or corporate person can lawfully do which is not expressly prohibited by the Articles in order to further the Objects (but not otherwise) and in particular it has powers: Staff and Volunteers 4.1 to employ staff or engage consultants and advisers on such terms as the Board thinks fit and to provide pensions to staff, their relatives and dependants; 4.2 to recruit or assist in recruiting and managing voluntary workers, including paying their reasonable expenses; Property 4.3 to purchase, lease, exchange, hire or otherwise acquire any real or personal property rights or privileges (including shared or contingent interests); 4.4 to construct, alter, improve, convert, maintain, equip, furnish and/or demolish any buildings, structures or property; 4.5 to sell, lease, license, exchange, dispose of or otherwise deal with property (subject to the restrictions in the Charities Act 2011 ); 4.6 to provide accommodation for any other charitable organisation on such terms as the Board decides (including rent-free or at nominal or non-commercial rents) subject to the restrictions in the Charities Act 2011; Borrowing 4.7 to borrow and give security for loans; Grants and Loans 4.8 to make and receive grants, donations or loans, to give guarantees and to give security for those guarantees (subject to the restrictions in the Charities Act 2011 ); Fund Raising 4.9 to raise funds, to invite and receive contributions; Trading 4.10 to trade in the course of carrying out the Objects and to charge for services; Publicity 4.11 to hold, conduct or promote meetings, conferences, lectures, exhibitions or training courses and to disseminate information to publicise the work of the Company and other organisations operating in similar fields; 4.12 to promote or carry out research and publish the results of it; -5- Registered Number: Wisley Airfield Community Trust Articles ofAssociation Contracts 4.13 to co-operate with and enter into contracts with any person; Bank or building society accounts 4.14 to draw, make, accept, endorse, discount, execute and issue promissory notes, bills, cheques and other instruments and to operate bank or building society accounts in the name of the Company; Investments 4.15 to:- 4.15.1 deposit or invest funds; 4.15.2 employ a professional fund-manager and/or property or other asset manager; and 4 .15.3 arrange for the investments or other property of the Company to be held in the name of a nominee in the same manner and subject to the same conditions as trustees of a trust are permitted to do by the Trustee Act 2000; Insurance 4.16 to insure the assets of the Company to such amount and on such terms as the Board decides, to pay premiums out of income or capital and to use any insurance proceeds as the Board decides (without necessarily having to restore the asset); 4.17 to insure and to indemnify the Company's employees and voluntary workers from and against all risks incurred in the proper performance of their duties; 4.18 to take out insurance to protect the Company and those who use premises owned by or let or hired to the Company; 4.19 to provide indemnity insurance for the Directors in accordance with, and subject to the conditions in, the Charities Act 2011 ; Other Organisations 4.20 to establish, promote, assist or support (financially or otherwise) any trusts, companies, registered societies. associations or institutions which have purposes which include the Objects or to carry on any other relevant charitable purposes; 4.21 to co-operate or join with any charity, voluntary body or public or statutory authority or any other organisation in any location whatsoever in furthering the Objects or allied charitable purposes, to exchange information and advice and to undertake joint activities with them; 4.22 to amalgamate with any charity which has objects similar to the Objects; 4.23 to undertake and execute any charitable trusts; - 6 - Registered Number: Wisley Airfield Community Trust Articles of Association 4.24 to affiliate, register, subscribe to or join any organisation; 4.25 to act as agent or trustee for any organisation; Reserves 4.26 to accumulate income in order to set aside funds for special purposes or as reserves against future expenditure; Formation expenses 4.27 to pay the costs of forming the Company and of complying with all relevant registration requirements; and General 4.28 to do anything else within the law which is incidental and conducive to the Objects. 5 APPLICATION OF FUNDS 5.1 General The income and property of the Company must be applied solely towards promoting the Objects and (except to the extent authorised by this Article 5): 5.1.1 no part may be paid or transferred directly or indirectly by dividend bonus or profit to a Company Member; and 5.1 .2 a Director may not directly or indirectly receive any payment of money or benefit from the Company. 5.2 Benefits to Members Notwithstanding Article 5.1, the Company may make the following payments or grant the following benefits to Company Members:- Interest and Rent 5.2.1 reasonable and proper interest on money lent by any Company Member to the Company; 5.2.2 reasonable rent, service charges or other payments properly payable under the provisions of any lease, agreement for lease or licence in respect of premises let by any Company Member to the Company or a reasonable hiring fee for premises hired by any Company Member to the Company; Supply of Goods or Services 5.2.3 reasonable payments to a Company Member in return for goods and/or services supplied to the Company pursuant to a contract; Out of Pocket Expenses - 7 - Registered Number: Wisley Airfield Community Trust Articles of Association 5.2.4 reasonabie and proper out of pocket expenses to Company Members who are engaged by the Company as volunteers in the work of the Company and which are actually incurred by them in carrying out their work as volunteers; and Benefits to Company Members 5.2.5 the grant of a benefit to a Company Member who is a beneficiary of the Company in the furtherance of the Objects. 5.3 Benefits to Directors Notwithstanding Article 5.1, the Company may make the following payments or grant the following benefits to Directors:- Out of pocket expenses 5.3.1 the reimbursement of reasonable and proper out-of-pocket expenses (including travel and dependants' care costs) actually incurred in enabling them to carry out their duties as Directors; 5.3.2 reasonable and proper out of pocket expenses to those Directors who are engaged by the Company as volunteers in the work of the Company and which are actually incurred by them in carrying out their work as voiunteers; Indemnity 5.3.3 an indemnity in respect of any liabilities properly incurred in running the Company (including the costs of a successful defence to criminal proceedings); 5.3.4 the benefit of indemnity insurance under Article 4.19; Fees to companies in which Directors have negligible interests 5.3.5 a payment to a company in which a Director has no more than a 1% shareholding; Interest and Rent 5.3.6 reasonable and proper interest on money lent by any Director to the Company; 5.3.7 reasonable rent, service charges or other payments properly payable under the provisions of any lease, agreement for lease or licence in respect of premises let by any Director to the Company or a reasonable hiring fee for premises hired by any Director to the Company; Beneficiaries 5.3.8 benefits provided in furtherance of the Objects to Directors who are beneficiaries of the Company where those benefits are the same as or similar to benefits provided to other beneficiaries; - 8 - Registered Number: Wisley Airfield Community Trust Articles of Association Employment/Supply of Goods and Services 5.3.9 payments to a Director who is employed by the Company or who enters into a contract for the supply of goods or services to the Company (other than for acting as a Director) provided that:- 5.3.9.1 the remuneration or other sums paid to the Director concerned do not exceed an amount that is reasonable in all the circumstances; 5.3.9.2 the Director is absent from the part of any meeting at which there is a discussion of his employment or remuneration or any matter concerning the contract, his performance in the employment or his performance of the contract, any proposal to enter into any other contract or arrangement with him or to confer any benefit upon him and/or any other matter relating to payment or the conferring any benefit to him; 5.3.9.3 the Director does not vote on any such matter and is not counted when calculating whether a quorum of Directors is present at the meeting; 5.3.9.4 the other Directors are satisfied that it is in the interests of the Company to employ or to contract with the Director rather than with someone who is not a Director. In reaching that decision the Directors must balance the advantage of employing or contracting with a Director against the disadvantages of doing so (especially the loss of the Director's services as a result of dealing with the Director's conflict of interest); 5.3.9.5 the reason for the Directors' decision is recorded in the minutes of the Board meeting; and 5.3.9.6 at no time shall a majority of the Directors receive payment pursuant to this Article 5.3.9. The employment or remuneration of a Director pursuant to this Article includes the engagement or remuneration of any firm or company in which the Director is a partner, an employee, a consultant, a director or a shareholder, unless the shares of the company are listed on a recognised stock exchange and the Director holds less than 1% of the issued capital; Exceptional Circumstances 5.3.1 O other payments or benefits (approved in writing in advance by the Charity Commission) in exceptional cases. 5.4 The provisions in this Article 5 on the making of payments and the granting of benefits by the Company to Directors shall also extend to payments made to Directors by any other company in which the Company 5.4.1 holds more than 50% of the shares; or -9- Registered Number: Wisley Airfield Community Trust Articles of Association 5.4.2 controls more than 50% of the voting rights attached to the shares; or 5.4.3 has the right to appoint one or more directors to its board. 5.5 For the purposes of Article 5.3 a payment to or a benefit granted to a dependant relative or the spouse of the Director or any person living with the Director as his partner shall be deemed to be a payment to the Director and shall be permitted to the same extent that payments to or benefits granted to Directors are permitted. 5.6 Amendments This Article may not be amended without the prior written consent of ttie Charity Commission. - 10 - Registered Number: Wisley Airfield Community Trust Articles of Association PART B. COMPANY MEMBERSHIP 6 COMPANY MEMBERS 6.1 The Company Members are:- 6.1.1 the subscribers to the Memorandum; and 6.1 .2 others admitted to membership of the Company by the Board under the Articles. 7 ADMISSION OF COMPANY MEMBERS 7.1 A person may not be admitted by the Board as a Company Member:- 7.1 .1 unless he has signed a written application to become a Company Member in such form as the Board requires; 7 .1 .2 for such period as the Board may deem appropriate if he has ceased to be a Company Member by reason of his having been removed as a Director under Article 21; 7.1.3 if he is in arrears of payments due to the Company by 45 days or more in respect of any estate rentcharge, service charge and/or any other charges or sums owed to the Company unless the Board resolves that there is good reason for the delay in making such payment; 7 .1.4 unless he is either a Resident or appointed as a Director under Article 19; 7.1.5 if he is a Resident and there is already a Company Member that is a member of the same household or business; 7 .1.6 unless he is aged 18 or over; or 7 .1.7 if he would immediately cease to be a Company Member or Director under the Articles. 7 .2 Subject to Article 7 .1, if a person is a Resident and has signed a written application pursuant to Article 7 .1.1 then the Board shall admit him as a Company Member. 7.3 Company membership is personal and not transferable. 8 TERMINATION OF COMPANY MEMBERSHIP A person will cease to be a Company Member:- 8.1 on delivering written notice of resignation to the Registered Office; 8.2 if he dies, or being an organisation passes a resolution for winding up or otherwise ceases to exist; - 11 - Registered Number: Wisley Airfield Community Trust Arlie/es of Association 8.3 if, having been a Resident on becoming a Company Member, he ceases to be a Resident; 8.4 if not having been a Resident on becoming a Company Member he ceases to be a Director; 8.5 if he is or becomes in arrears of payments due to the Company by 45 days or more in respect of estate rentcharge, service charge and/or any other charges or sums owed to the Company provided that he shall first have had reasonable opportunity to explain to the Board why he should not be removed; or 8.6 if the Board resolves to terminate his membership provided that he shall first have had reasonable opportunity to explain to the Board why he should not be removed. 9 LIABILITY OF COMPANY MEMBERS 9.1 The liability of the Company Members is limited. 9.2 Every Company Member promises, if the Company is wound up whilst he is a Company Member or within one year after ceasing to be a Company Member, to contribute such amount as is required up to a maximum of £1 towards: 9.2.1 winding up the Company; 9.2.2 the payment of the debts and the payment of the costs, charges and expenses of liabilities incurred whilst the contributor was a Company Member; and 9.2.3 the adjustment of the rights of the contributories among themselves. - 12 - Registered Number: Wisley Airfield Community Trust Articles of Association PART C. GENERAL MEETINGS 10 GENERAL MEETINGS 10.1 The Company shall hold an Annual General Meeting each calendar year, to be held at such time and place as the Board decides subject to Article 11. The business of the Annual General Meeting shall be: 10.1.1 to receive the annual Directors' report; 10.1.2 to consider the accounts and the auditors' report; 10.1.3 to appoint the auditors (if necessary); and 10.1.4 to transact any other business specified in the notice convening the meeting. 10.2 Any other meeting of the Members other than the Annual General Meeting shall be called a General Meeting. The Board may call a General Meeting at any time, to be held at such time and place as the Board decides subject to Article 11. 10.2 On receiving a requisition from the percentage of Company Members required under the Act the Board must promptly convene a General Meeting. 11 NOTICE OF GENERAL MEETINGS 11.1 Every General Meeting must be called by at least 14 Clear Days' notice. 11.2 A General Meeting may be called by shorter notice if this is agreed by a majority in number of the Company Members who may attend and vote and who together hold 90% or more of the total voting rights of all of the Company Members at the General Meeting. 11.3 The notice must specify:- 11.3.1 the time, date and place of the General Meeting; 11.3.2 if it is the Annual General Meeting, that it is such; 11.3.3 the general nature of the business to be transacted; and 11.3.4 if a special resolution is proposed, the fact that the proposed resolution is a special resolution and the wording of the resolution. 11.4 Subject to the Act no business may be transacted at a General Meeting except that specified in the notice convening the meeting. 11.5 Notice of a General Meeting must be given to all of the Company Members, the Directors, and to the Company's auditors (if any). 11.6 The accidental omission to give notice of a General Meeting to, or the non-receipt of -13 - Registered Number: Wisley Airfield Community Trust Articles ofAssociati on notice of a Genera! Meeting by, any person entitled to receive notice will not invaiidate the proceedings at that Generai Meeting. 12 QUORUM 12.1 No business may be transacted at a General Meeting unless a quorum is present. 12.2 Subject to Article 12.3, the quorum for General Meetings fs 5% or 75 of the Company Members for the time being present in person or by proxy whichever is the lower, provided always that a General Meeting shall only be quorate if: 12.2.1 at ieast one Company Member who is a Director appointed by the Councils is present; 12.2.2 until the Practical Completion Date, a Company Member who is a Director appointed by the Developer is present; and 12.2.3 at least two other Company Members who are also appointed as Directors under Article 19.2 are also present. 12.3 At a General Meeting which has been called to consider any special resolution, the meeting shall only be quorate if the Company Members appointed by the Councils and, until the Practical Completion Date, at feast two Company Members who are appointees of the Developers are present. 12.4 A Company Member may be part of the quorum at a General Meeting if he can hear, comment and vote on the proceedings through telephone, video conferencing or other communications equipment. 12.5 If a quorum is not present within 15 minutes from the time of the Genera! Meeting or a quorum ceases to be present during a General Meeting it must be adjourned to such time and place as the Board decides. 12.6 If at the adjourned meeting there are again insufficient Company Members present within 15 minutes from the time of the adjourned General Meeting to constitute a quorum then the meeting shall be dissolved. 12.7 Reasonable notice of an adjournment of a General Meeting because of a lack of quorum and the time and place of the adjourned General Meeting must be given to all Company Members. 13 CHAIRMAN AT GENERAL MEETINGS 13.1 The Chairman is to chair General Meetings. 13.2 lf the Chairman is not present within 15 minutes from the time of the General Meeting or is unwilling to act then the Vice-Chairman, if any, must chair the General Meeting. 13.3 If neither the Chairman nor the Vice-Chairman, if any, is present and willing to act within 15 minutes from the time of the Genera! Meeting, the Company Members -14 - Registered Number: Wisley Airfield Community Trust Articles of Association present must choose one of their number to chair the General Meeting. 14 ADJOURNMENT OF GENERAL MEETINGS 14.1 The Chairman may, with the consent of a General Meeting at which a quorum is present (and must if so directed by the General Meeting), adjourn it to a time and place agreed by the General Meeting. 14.2 The Chairman may also adjourn a General Meeting if it appears to the Chairman that for any other reason an adjournment is necessary for the business of the meeting to be properly conducted. 14.3 The only business that may be transacted at an adjourned General Meeting is that left unfinished from the General Meeting that was adjourned. 14.4 It is not necessary to give notice of a General Meeting which is adjourned under Article 14.1 or 14.2 unless it is adjourned for 30 days or more in which case 7 Clear Days' notice must be given. 14.5 Resolutions passed at an adjourned General Meeting are to be treated as having been passed on the date on which they were actually passed. 15 VOTING AT GENERAL MEETINGS 15.1 Resolutions are to be decided on a show of hands unless a ballot is properly demanded. 15.2 Subject to Articles 15.3 and 15.4, each Company Member present in person or by proxy has one vote both on a show of hands and a ballot. 15.3 On a ballot, the Company Members voting who are Residents shall have a maximum of 50% of the votes divided equally between them. 15.4 On a ballot prior to the Practical Completion Date, the Company Members who are Directors appointed by the Developer shall have a minimum of 26% of the votes divided equally between them. 15.5 If there is an equality of votes on a show of hands or a ballot the Chairman is entitled to a second or casting vote. 15.6 An objection to the qualification of any voter may only be raised at the General Meeting at which the vote objected to is tendered. Every vote not disallowed at the General Meeting is valid. An objection made in time must be referred to the Chairman whose decision is final. 15.7 A declaration by the Chairman that a resolution has been carried (or not carried) unanimously, or by a particular majority, which is entered into the minutes of the meeting is conclusive evidence of the fact unless a ballot is demanded. - 15 - Registered Number: Wisley Airfield Community Trust Mc/es ofAssoc iation 16 BALLOTS 16.1 A ballot may be demanded by the Chairman or by any two Company Members before or on the declaration of the result of a show of hands. 16.2 A demand for a ballot may be withdrawn before the ballot is taken. If the demand for a ballot is withdrawn the result of the show of hands will stand. 16.3 The demand for a ballot will not prevent the General Meeting continuing to transact business other than in relation to the question on which the ballot is demanded. 16.4 A ballot is to be taken as the Chairman directs. The Chairman may appoint scrutineers (who need not be Company Members) and set a time and place to declare the result. The result will be the resolution of the General Meeting at which the ballot was demanded but will be treated as passed when the result is declared. 16.5 A ballot on the election of a Chairman or an adjournment must be taken immediately. A ballot on any other question may be taken either immediately or at such time and place as the Chairman directs. 16.6 At least 7 Clear Days' notice must be given of the time and place at which the ballot is to be taken unless the time and place are announced at the General Meeting at which it is demanded. 17 PROXIES 17.1 A Company Member may validly appoint a proxy by notice in writing which: 17.1.1 states the name and address of the member appointing the proxy; 17.1.2 identifies the person appointed to be that member's proxy and the General Meeting in relation to which that person is appointed; 17.1.3 is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the Directors may determine; and 17 .1.4 is delivered to the Company in accordance with the articles and any instructions contained in the notice of the General Meeting to which they relate. 17.2 A proxy need not be a Company Member. The Board may from time to time prescribe a form to appoint a proxy by standing orders made under Article 38. A proxy may not appoint another proxy. 17.3 The document appointing a proxy may instruct the proxy which way to vote on particular resolutions. 17.4 A proxy wi!! only be valid if the document appointing a proxy (and any power of attorney or other authority (if any) under which it is signed} or a properly certified copy is deposited at the Registered Office at least 24 hours before the starting time for the General Meeting or adjourned General Meeting at which the proxy proposes to vote. 17.5 No document appointing a proxy will be valid for more than 12 months. - 16 - Registered Number: Wisley Airfield Community Trust Articles of Association 17.6 A vote given or ballot demanded by proxy is to be valid despite:- 17 .6.1 the revocation of the proxy; or 17.6.2 the death or insanity of the principal unless written notice of the death, insanity or revocation is received at the Registered Office before the start of the General Meeting or adjourned General Meeting at which the proxy is used. 17. 7 A proxy form will not be valid for any part of a General Meeting at which the Company Member who appointed the proxy is present. 18 COMPANY MEMBERS' WRITTEN RESOLUTIONS 18.1 A written resolution approved by a simple majority (or in the case of a special resolution by a majority of not less than 75%) of eligible Company Members (provided that those Company Members would constitute a quorum at a General Meeting) is as valid as if it had been passed at a General Meeting provided that: 18.1.1 a copy of the proposed resolution has been sent to every eligible Company Member; 18.1.2 a simple majority (or in the case of a special resolution a majority of not less than 75%) of Company Members have signified their agreement to the resolution; and 18.1.3 such agreement is contained in an authenticated document that has been received at the Registered Office within the period of 28 days beginning with the circulation date. 18.2 A resolution under Article 18.1 may consist of several documents in similar form each approved by one or more Company Members. - 17 - Registered Number: Wisley Airfield Community Trust Articles ofAssoci ation PART D. DIRECTORS 19 APPOINTMENT OF DIRECTORS 19.1 The flrst Directors shall be those named in the registration documents as sent to Companies House. 19.2 Subject to Article 19.3 and Article 19.12: 19.2.1 the Council shall have the right to appoint one person as a Director in accordance with Article 19.5; 19.2.2 prior to the Practical Completion Date, the Developer shall have the right to appoint up to three Directors in accordance with Article 19.5; 19.2.3 Surrey County Council shall have the right to appoint a Director in accordance with Article 19.5; 19.2.4 the Ecology Authority or such other body as the Ecology Authority may nominate shall have the right to appoint a Director in accordance with Article 19.5. If, following a request for a nomination, no such nomination has been received within three months, then prior to the Practical Completion Date the Developer may appoint a person to fill this position. Following the Practical Completion Date, the Board may appoint a person to fill such a vacancy; 19.2.5 the Board shall use reasonable endeavours to ensure that up to three Residents are appointed as Directors in accordance with .Article 19.7; and 19.2.6 the Board may appoint up to two further Directors for their skills or experience. 19.3 No person may be appointed as a Director: 19.3.1 unless he/she is over 18; 19.3.2 if he/she would immediately cease to be a Director under Article 21. 19.4 The appointment of a Director is not to take effect until he has confirmed his consent to act as required by Companies House. The appointment of any person as a Director who has not done so within one month of appointment is to lapse unless the Board resolves that there is good cause for the delay. 19.5 Subject to Articles 19.3 and 19.4 the appointment or removal of a Director under the Articles is to take effect when the appointing body gives written notice of the appointment or removal to: 19.5.1 the Registered Office; 19.5.2 a Board Meeting; or 19.5.3 the Secretary in person. - 18 - Registered Number: Wisley Airfield Community Trust Articles of Association 19.6 Each Director appointed under Article 19.2 is to hold office until the start of the first Board Meeting after a term as near as possible to three years from his appointment, but is eligible for reappointment. In respect of Directors appointed in accordance with Articles 19.2.1 to 19.2.4, such reappointment to take place automatically if not opposed in writing by the relevant organisation in respect of their respective appointees. 19. 7 The Board shall use its reasonable endeavours to ensure that Residents are appointed as follows: 19. 7 .1 prior to the Practical Completion Date, the Developer may appoint up to three Residents as Directors following such process of selection as the Developer may determine; 19.7.2 following the Practical Completion Date, the Board shall invite nominations for up to three Residents for appointment by the Board as Directors as vacancies arise, following such process of selection as the Board may determine. In the event that, following an invitation for nominations from the Board to the relevant parish council, the parish council fails to make a nomination within such reasonable period as the Board may decide, the Board may invite the Council to propose Residents for appointment according to this Article. 19.8 Residents appointed as Directors shall, subject to Article 21, hold office for a term as near as possible to three years. Residents who are retiring may be re-appointed under the procedures set out in Article 19.7. 19.9 Subject to Article 7, each Director shall be a Company Member. 19.10 No Director may be appointed except as set out in the Articles. Casual Vacancies 19.11 In the event that a casual vacancy for a Director arises because an individual ceases to be a Director under Article 21 then: 19.11.1 if the Director concerned was appointed under Articles 19.2.1, 19.2.2, 19.2.3 or 19.2.4, then the Board shall invite the body that made the original appointment to appoint a replacement according to Article 19.5; 19.11.2 if the Director concerned was appointed under Article 19. 7 (Directors who are Residents) then the Board may appoint a Resident as a replacement following such process as they may reasonably determine, such replacement to hold office only until the expiry of the term of office of the Resident that they are replacing. Step in Rights 19.12 If the Council elects to use its Step in Rights then: 19.12.1 the Council may, by written notice to the Company, remove any Director; - 19 - Registered Number: Wisley Airfield Community Trust Articles ofAssociation 19.12.2 the Council may appoint such further Directors, for such period, as the Councii acting reasonably may consider shall further the achievement of the Objects and the Company's obiigations under the Implementation Agreement. 20 OBLIGATIONS OF DIRECTORS 20.1 The Board shall set out in writing the principal obligations of every Director to the Board and to the Company. The statement of Directors' obligations is not intended to be exhaustive and the Board may review and amend it from time to time. 20.2 The statement of obligations may include:- 20.2.1 a commitment to its values and objectives including equal opportunities; 20.2.2 an obligation to contribute to and share responsibility for the Board's decisions; 20.2.3 an ob!igation to read Board papers and to attend meetings, training sessions and other relevant events; 20.2.4 an obligation to declare relevant interests; 20.2.5 an obligation (subject to any overriding legally binding requirement to the contrary) to keep confidential the affairs of the Board; 20.2.6 an obligation to comply with statutory and fiduciary duties, including:- 20.2.6.1 to act in the best interests of the Company; 20.2.6.2 to declare any interests a Director may have in matters to be discussed at Board meetings and not put himself in a position where his personal interest or a duty owed to another conflicts with the duties owed to the Company; 20.2.6.3 to secure the proper and effective use of the Company's property; 20.2.6.4 to act personally; 20.2.6.5 to act within the scope of any authority given; 20.2.6.6 to use the proper degree of skill and care when making decisions particularly when investing funds; and 20.2.6.7 to act in accordance with the Articles; and 20.2.7 a reference to obligations under the general law. 20.3 If required to do so by the Board, a Director must sign and deliver to the Board a statement confirming he/she will meet his obligations to the Board and to the Company. - 20 - Registered Number: Wisley Airfield Community Trust Articles of Association 21 RETIREMENT AND REMOVAL OF DIRECTORS 21.1 A Director will cease to hold office if he:- 21.1.1 comes to the end of his term of office and is not re-appointed; 21.1.2 is removed by the body which appointed him in accordance with Article 19.5; 21.1.3 dies; 21.1.4 being a Resident appointed as a Director in accordance with Article 19. 7, ceases to be a Resident and/or a Company Member; 21.1.5 ceases to be a Director under the Act or is prohibited by law from being a Director or is disqualified from acting as a charity trustee under the Charities Act 2011; 21.1.6 becomes incapable of managing and administering his own affairs because of mental disorder illness or injury; 21.1.7 is declared bankrupt or makes any arrangement or composition with his creditors; 21.1.8 is in the opinion of the Board guilty of conduct detrimental to the interests of the Company and the Board resolves by a 75% majority of the Directors present and voting at a properly convened Board Meeting that he should be removed, provided that the Director concerned has first been given an opportunity to put his case and to justify why he should not be removed as a Director; 21.1.9 if he is or becomes in arrears of payments due to the Company by 45 days or more in respect of estate rentcharge, service charge and/or any other charges or sums owed to the Company provided that he shall first have had reasonable opportunity to explain to the Board why he should not be removed; 21.1.1 O resigns by written notice to the Company at the Registered Office; 21.1.11 is absent without good reason from three consecutive Board Meetings held no more frequently than once per month and the Board resolves (by a 75% majority of the Directors present and voting at a properly convened Board Meeting) that he should cease to be a Director; 21.1.12 fails to sign a statement of his obligations under Article 20 within one month of being requested to do so and the Board resolves that he be removed; and/or 21.1.13 is removed from office by the Council pursuant to the exercise of the Council's Step in Rights. 22 CONFLICTS OF INTEREST AND BOARD MEMBER CONDUCT - 21 - Registered Number: Wisley Airfield Community Tmst Articles ofAssociation 22.1 Declaration of interests 22.1.1 If a Director is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company, he must declare the nature and extent of that interest to the other Directors. 22.1.2 In accordance with the Act, the declaration may be made at a Board Meeting er by written notice. 22.1.3 If a declaration of interest proves to be or becomes inaccurate or incomplete a further declaration must be made. 22.1.4 Any required declaration of interest must be made before the Company enters into the transaction or arrangement. 22.1.5 A declaration is not required in relation to an interest of which the Director is not aware or where the Director is not aware of the transaction or arrangement in question. For this purpose a Director is treated as being aware of matters of which he ought reasonably to be aware. 22.1.6 A Director need not declare an interest:- 22.1.6.1 if it cannot reasonably be regarded as likely to give rise to a conflict of interests; or 22.1.6.2 if, and to the extent that, the other Directors are already aware of it (and for this purpose the other Directors are treated as being aware of anything of which they ought reasonably to be aware); 22.1.6. 3 where he or she is appointed by the Developer, the Council, Surrey County Council or the Ecology Authority in any transaction or arrangement with the appointing body in which the Director does not have an interest otherwise than as a director or as an employee of the relevant body provided the transaction or arrangement does not confer a personal benefit on the Director, and in such circumstances the Director concerned will be deemed not to have an interest for the purposes of the Act and these Articles. 22.2 Authorisation of direct conflicts of interests A Director may enter into a transaction or arrangement with the Company only if and to the extent that such an arrangement is authorised by Article 5. 22.3 Authorisation of indirect conflicts of interest 22.3.1 Where, for whatever reason, a Director has any form of indirect interest in relation to a transaction or arrangement with the Company (which shall include a conflict of duty) and the transaction or arrangement is not authorised by virtue of any other provision in the Articles then it may be authorised by those Directors not having a conflict provided that:- 22.3.1.1 the Director with the conflict (and any other interested Director) - 22 - Registered Number: Wisley Airfield Community Trust Articles of Association is not counted when considering whether or not there is a valid quorum for that part of the meeting and does not vote in relation to the matter giving rise to the conflict; and 22.3.1.2 the Directors who do not have a conflict in relation to the matter in question consider it is in the best interests of the Company to authorise the transaction. 22.3.2 The Directors who do not have a conflict in relation to the matter in question may, in their absolute discretion, determine that the Director with the conflict and/or any other interested Director should absent himself from the part of the meeting at which there is discussion concerning the transaction or arrangement giving rise to the conflict. 22.4 Complaints about conduct 22.4.1 If the Chairman receives a written complaint identifying the complainant and alleging conduct by a Director that in his/her reasonable opinion is detrimental to the interests of the Company, and suggests that there is a prima facie case for the complaint to be investigated in accordance with the provisions of this Article, s/he may suspend the Director concerned. 22.4.2 Conduct detrimental to the interests of the Company includes: 22.4.2.1 any breach of a Director's obligations as set out in the statement of obligations of Directors signed by him/her under Article 20 or otherwise; and/or 22.4.2.2 conviction of any offence which has or is likely to bring the Company into disrepute. 22.4.3 Where the Chairman is absent or unable or unwilling to act in relation to the complaint or the complaint is about the Chairman then the Vice Chairman may exercise the power to suspend the Chairman or a Director under Article 22.4.1 in the same circumstances as the Chairman. 22.4.4 The Director whose conduct is complained of must immediately be notified in writing either by the Secretary (if any) or by the Chairman or the Vice Chairman of the complaint and of any suspension which if exercised under Article 22.4.1 or Article 22.4.3 will be effective from the date of the notice. During the period of any suspension the Director must not: 22.4.4.1 participate in a Board Meeting or any other Company meeting; 22.4.4.2 authorise or incur expenditure on behalf of the Company; 22.4.4.3 make use of any property belonging to or in use by the Company in his/her capacity as a Director; 22.4.4.4 hold him/herself out as a Director of the Company; or 22.4.4.5 seek to commit the Company to any obligation. 22.4.5 On receipt of a complaint under Article 22.4.1 the Chairman or the Vice - 23 - Registered Number: Wisley Aitfiekf Community Trust Articles of Association Chairman must immediately refer the matter for a fair process of investigation, which may be carried out by a panel established for the purpose, an independent person or persons, or such other body as the Chairman or Vice Chairman acting reasonably shall appoint, including under such procedure for dealing with complaints as the Board may from tfme to time approve. - 24 - Registered Number: Wisley Airfield Community Trust Articles of Association PART E. BOARD MEETINGS 23 FUNCTIONS OF THE BOARD The Board must direct the Company's affairs in such a way as to promote the Objects. Its functions include:- 23.1 defining and ensuring compliance with the values and objectives of the Company; 23.2 establishing policies and plans to achieve those objectives; 23.3 approving each year's budget and accounts before publication; 23.4 establishing and overseeing a framework of delegation of its powers to Committees and Working Parties (under Article 28) and employees with proper systems of control; 23.5 monitoring the Company's performance in relation to its plans budget controls and decisions; 23.6 appointing (and if necessary removing) Senior Officers; 23.7 satisfying itself that the Company's affairs are conducted in accordance with generally accepted standards of performance and propriety; and 23.8 ensuring that appropriate advice is taken on the items listed in Articles 23.1 to 23.7 and in particular on matters of legal compliance and financial viability. 24 POWERS OF THE BOARD 24.1 Subject to the Act and the Articles, the business of the Company is to be managed by the Board who may exercise all of the powers of the Company. 24.2 An alteration to the Articles does not invalidate earlier acts of the Board which would have been valid without the alteration. 25 BOARD MEETINGS 25.1 Subject to the Articles, the Board may regulate Board Meetings as it wishes. 25.2 Board Meetings may be called by any Director or the Secretary (if appointed). 25.3 7 days' notice of Board Meetings must be given to each of the Directors but it is not necessary to give notice of a Board Meeting to a Director who is out of the United Kingdom. 25.4 A Board Meeting which is called on shorter notice than required under Article 25.3 is deemed to have been duly called if at least two Directors certify in writing that because of special circumstances it ought to be called as a matter of urgency. - 25- Registered Number: Wisley Airfield Community Trust M ieles of Association 25.5 Subject to Articles 25.6 and 25.7, matters arising at a Board Meeting are to be decided by a simpie majority of votes and each Director is to have one vote. 25.6 Prior to the Practical Completion Date, however many Directors appointed by the Developer under Article 19.2.2 are present at a Board Meeting, they shall have 50% of the votes at that meeting divided equally between them. 25.7 If there is an equality of votes the Chairman is entitled to a second or casting vote. 25.8 A technical defect in the appointment of a Director or in the delegation of powers to a Committee of which the Board is unaware at the time does not invalidate decisions taken in good faith. 26 QUORUM FOR BOARD MEETINGS 26.1 Subject to Article 26.3 the quorum for Board Meetings is a minimum of two of the Directors for the time being provided always that prior to the Practical Completion Date a Board Meeting shall not be quorate unless a Director appointed by the Developer is present. 26.2 A Director may be part of the quorum at a Board Meeting ifs/he can hear comment and vote on the proceedings through telephone, video conferencing or other communications equipment. 26.3 The Board may act despite vacancies in its number but if the number of Directors is less than four then the Board may act only to admit Directors under Article 19. 26.4 At a Board Meeting which remains inquorate for 15 minutes after its starting time or one which becomes inquorate for more than 15 minutes the Directors present may act only to:- 26.4.1 adjourn it to such other time and place as they decide; or 26.4.2 can a General Meeting; or 26.4.3 seek the appointment of Directors under Article 19. 26.5 If at the adjourned meeting there are again insufficient Directors present within 15 minutes from the time of the adjourned Board Meeting to constitute a quorum then those Directors who are present (provided that they number at least two) shall constitute a quorum for the purpose of al!owing any business of the adjourned meeting to be conducted. 27 CHAIRMAN AND VICE-CHAIRMAN 27 .1 The Company must have a Chairman and may have a Vice-Chairman. Until the Practical Completion Date, a Director appointed by the Developer shall act as Chairman. Following that period, the Chairman is to be appointed by the Board. The Vice-Chairman is to be appointed by the Board. 27.2 The Chairman and Vice-Chairman, if any, are to hold office until the start of the first Board Meeting after a term as near as possible to one year from their appointment - 26 - Registered Number: Wisley Airfield Community Trust Articles of Association but are eligible for reappointment under Article 27.1. 27.3 The Vice-Chairman and, following the Practical Completion Date, the Chairman, may be removed only at a meeting of the Board called for the specific purpose at which a resolution with a majority in favour is passed. The Chairman or the Vice Chairman (as the case may be) must be given an opportunity to say why he should not be removed. 27.4 The Chairman is to chair all Board Meetings and General Meetings at which he is present unless he does not wish or is not able to do so. 27.5 If the Chairman is not present within 5 minutes after the starting time of a Board Meeting, or is unwilling or unable to chair a Board Meeting, then the Vice-Chairman, if any, must chair the Board Meeting unless he is unwilling or unable to do so. 27.6 If both the Chairman and the Vice-Chairman, if any, are not present within 5 minutes after the starting time of a Board Meeting or both are unwilling or unable to chair the meeting then the Board must elect one of the Directors who is present to chair the Board Meeting. 27.7 The functions of the Chairman are:- 27.7.1 to act as an ambassador for the Company and to represent the views of the Board to the general public and other organisations; 27.7.2 to ensure that Board Meetings and General Meetings are conducted efficiently; 27.7.3 to give all Directors an opportunity to express their views; 27.7.4 to establish a constructive working relationship with and to provide support for the employees; 27.7.5 where necessary (and in conjunction with the other Directors) to ensure that, where the post of any employee is or is due to become vacant, a replacement is found in a timely and orderly fashion; 27.7.6 to encourage the Board to delegate sufficient authority to its Committees to enable the business of the Company to be carried on effectively between Board Meetings; 27.7.7 to ensure that the Board monitors the use of delegated powers; and 27.7.8 to encourage the Board to take professional advice when it is needed and particularly before considering the dismissal of an employee. 27.8 The role of the Vice-Chairman, if any, is to deputise for the Chairman during any period of his absence and, for that period, his functions shall be the same as those of the Chairman. 28 COMMITTEES AND WORKING PARTIES 28.1 The Board may establish Committees consisting of those persons whom the Board - 27 - Registered Number: Wisley Airfield Community Trust Articles of Association decide and: 28.1.1 delegate to a Committee any of its powers; and 28.1.2 revoke a delegation at any time. 28.2 The Board may establish Working Parties, community groups and fora consisting of those persons whom the Board decide. A Working Party may not take decisions on behalf of the Board but may consider issues in depth with a v!ew to making recommendations to the Board. 28.3 The members of a Committee or a Working Party are to be appointed by the Board but the Board may give a Committee or a Working Party the right to co-opt individuals to its membership. The Board is to determine the Chairman of each Committee or Working Party. 28.4 Each member of a Committee or Working Party (including the Chairman) is to hold office from the date of his appointment until the term of office for which he has been appointed expires or until he resigns or is removed by the Board from the Committee or Working Party. 28.5 The Board must determine the quorum for each Committee and Working Party it establishes. 28.6 The Board must specify the financial limits within which any Committee may function. A Working Party can have no authority to incur expenditure. 28.7 Every Committee or Working Party must report its proceedings and decisions to the Board as the Board determines. 29 OBSERVERS 29.1 Subject to Articles 29.4 and 29.5, the Board may allow individuals who are not Directors to attend Board Meetings as Observers on whatever terms the Board decides. 29.2 Observers may not vote but may take part in discussions with the prior consent of the Chairman. 29.3 The Board may exclude Observers from any part of a Board Meeting where the Board considers the business is private. 29.4 The Board must exclude an Observer from any Board Meeting at which a possible personal benefit to him is being considered. 29.5 The Board may allow a further independent advisor to attend meetings at its discretion. 30 DIRECTORS' WRITTEN RESOLUTIONS 30.1 A written resolution approved by all of the Directors entitled to receive notice of a Board Meeting (provided they would constitute a quorum at a Board Meeting) is as - 28 - Registered Number: Wisley Airfield Community Trust Articles of Association valid as if it had been passed at a Board Meeting. 30.2 A written resolution approved by a simple majority of the members of a Committee (provided they would constitute a quorum of that Committee) is as valid as if it had been passed at a meeting of that Committee. 30.3 A resolution under Articles 30.1 or 30.2 may consist of several documents in similar form each approved by one or more of the Directors or Committee Members. - 29- Registered Number: Wisley Airfield Community Trust Arlie/es of Association PART F. OFFICERS 31 THE SECRETARY 31 .1 The Board may decide whether or not a Secretary is appointed. 31.2 Where appointed, a Secretary may be removed by the Board at any time. 31.3 If a Director is appointed as Secretary he may not receive any remuneration for acting in that capacity. 32 INDEMNITIES FOR OFFICERS AND EMPLOYEES 32.1 The Company may indemnify any officer or employee (other than a Director) against any liability incurred by him in his capacity as such except when that liability is due to his own dishonesty or gross negligence. 32.2 Subject to the Act (in particular sections 232-238 or any section of any other statute amending or replacing sections 232-238) and Article 32.3, the Company may indemnify any Director against any liability incurred by him in his capacity as such. 32.3 The indemnity provided to a Director in accordance with Article 32.2 may not include any indemnity against liability:- 32.3.1 to the Company or a company associated with it; 32.3.2 for fines or penalties; or 32.3.3 incurred as a result of his unsuccessful defence of criminal or civil proceedings. 32.4 The indemnity provided to a Director in accordance with Article 32.2 may include the provision of funds to cover his legal costs as they fall due on terms that the Director in question will repay the funds if he is unsuccessful in his defence of the criminal or civil proceedings to which these costs relate 32.5 In respect to its auditor the Company may:- 32.5.1 purchase and maintain insurance for his benefit against any liability incurred by him in his capacity as such; and 32.5.2 indemnify him against any liability incurred in defending any proceedings (whether civil or criminal) in which judgment is given in his favour or he is acquitted or in connection with any application under Section 1157 of the Act or any section of any other statute amending or replacing Section 1157 in which relief is granted to him by the Court. - 30 - Registered Number: Wisley Airfield Community Trust Articles of Association PART G. STATUTORY AND MISCELLANEOUS 33 MINUTES 33.1 The Board must arrange for minutes to be kept of all General Meetings and Board Meetings. The names of the Directors present must be included in the minutes. 33.2 Copies of the draft minutes of Board Meetings must be distributed to the Directors as soon as reasonably possible after the meeting and in any case seven days before the next Board Meeting (unless the next Board Meeting is an urgent Board Meeting). 33.3 Minutes must be approved as a correct record at the next General Meeting (as regards minutes of General Meetings) or Board Meeting (as regards minutes of Board Meetings). Once approved they must be signed by the person chairing the meeting at which they are approved. 33.4 The Board must keep minutes of all of the appointments made by the Board. 34 ACCOUNTS ANNUAL REPORT AND ANNUAL RETURN 34.1 The Company must comply with the Act and the Directors must comply with their obligations as charity trustees under the Charities Act 2011 in:- 34.1.1 preparing and filing an annual Directors' report and annual accounts and sending them to the Charity Commission; and 34.1.2 making an annual return to the Registrar of Companies and the Charity Commission. 34.2 The Company must comply with the Act in relation to the audit or examination of accounts (to the extent that the law requires). 34.3 The annual Directors' report and accounts must contain:- 34.3.1 revenue accounts and balance sheet for the last accounting period; 34.3.2 the auditor's report on those accounts (if applicable); and 34.3.3 the Board's report on the affairs of the Company. 34.4 The accounting records of the Company must always be open to inspection by a Director. 35 BANK AND BUILDING SOCIETY ACCOUNTS 35.1 All bank and building society accounts must be controlled by the Board and must include the name of the Company. 35.2 A cheque or order for the payment of money must be signed in accordance with the - 31 - Registered Number: Wisley Airfield Community Trust Mieles ofAssociation Board's instructions. 36 EXECUTION OF DOCUMENTS 36.1 Unless the Board decides otherwise, documents which are executed as deeds must be signed by: 36.1.1 two Directors; or 36.1.2 one Director and the Secretary (where appointed); or 36.1.3 one Director in the presence of a witness who attests the Director's signature. 37 NOTICES 37.1 Notices under the Articles must be in writing (which shall include facsimile transmission or email) except notices calling Board Meetings. 37.2 A Company Member present in person at a General Meeting is deemed to have received notice of the General Meeting and (where necessary) of the purposes for which it was called. 37.3 The Company may give a notice to a Company Member, Director or auditor either: 37.3.1 personally; 37.3.2 by sending it by post ln a prepaid envelope; 37.3.3 by facsimile transmission; 37.3.4 by leaving it at his address; or 37.3.5 by email. 37.4 Notices under Article 37.3.2 to 37.3.5 may be sent:- 37.4.1 to an address in the United Kingdom which that person has given the Company; 37.4.2 to the last known home or business address of the person to be served; or 37.4.3 to that person's address in the Company's register of members. 37.5 Proof that an envelope containing a notice was properly addressed prepaid and posted is conclusive evidence that the notice was given 48 hours after it was posted. 37.6 Proof that a facsimile transmission was made is conclusive evidence that the notice was given at the time stated on the transmission report. 37.7 A copy of the notification from the system used by the Company to send emails, that the email has been sent to the particular person, will be conclusive evidence - 32 - Registered Number: Wisley Airfield Community Trust Articles of Association that the notice was sent and such notice will be deemed to have been delivered 24 hours after it was sent. 37.8 A notice may be served on the Company by delivering it or sending it to the Registered Office. 37.9 The Board may make standing orders to define other acceptable methods of delivering notices. 38 STANDING ORDERS 38.1 Subject to Article 38.4; 38.1.1 the Board may from time to time make, alter, add to or repeal standing orders for the proper conduct and management of the Company; and 38.1.2 the Company in General Meeting may alter, add to or repeal the standing orders. 38.2 The Board must adopt such means as they think sufficient to bring the standing orders to the notice of Company Members. 38.3 Standing orders are binding on all Company Members and Directors. 38.4 No standing order may be inconsistent with or may affect or repeal anything in the Articles. 39 WINDING UP 39.1 The Company Members may at any time before, and in expectation of, its dissolution resolve that any net assets of the Company after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the Company be applied or transferred directly for the Objects. 39.2 Subject to any such resolution of the Company Members, the Directors may at any time before and in expectation of its dissolution resolve that any net assets of the Company after all its debts and liabilities have been paid, or provision made for them, shall on dissolution of the Company be applied or transferred directly for the Objects, and the Directors shall use their reasonable endeavours to ensure that the work for which the Company was created continues. 39.3 In no circumstances shall the net assets of the Company be paid to or distributed among the Company Members (except to a Company Member that is itself a charity) and if no resolution is passed by the Company Members or the Directors the net assets of the Company shall be applied for charitable purposes as directed by the court or the Charity Commission. - 33- DRAFT DATED 2017 WISLEY AIRFIELD COMMUNITY TRUST (1) GUILDFORD BOROUGH COUNCIL (2) SURREY COUNTY COUNCIL (3) WISLEY PROPERTY INVESTMENTS LIMITED (4) IMPLEMENTATION AGREEMENT © Anthony Collins Solicitors LLP 134 Edmund Street Birmingham 83 2ES DSA.44482.0001 DRAFT WISLEY AIRFIELD COMMUNITY TRUST IMPLEMENTATION AGREEMENT CONTENTS [to review once agreed] DRAFT THIS AGREEMENT is made the day of 20 BETWEEN (1) WISLEY AIRFIELD COMMUNITY TRUST ("the Company") incorporated and registered in England with company number [)(j()()()(xx] whose registered office is l¥¥¥¥¥YY¥ZYYY'Y'Y¥¥¥"¥J; (2) GUILDFORD BOROUGH COUNCIL ("the Council"), whose principal office is at Millmead House, Millmead, Guildford GU2 488; (3) SURREY COUNTY COUNCIL ("the County Council") whose principal office is at County Hall, Penrhyn Road, Kingston upon Thames, Surrey, KT1 2DW; (4) WISLEY PROPERTY INVESTMENTS LIMITED ("the Developer") a company registered under number MC-272889 of PO Box 309 Ugland House, Grand Cayman, KY1- 1104, Cayman Islands RECITALS 1. The Developer has been promoting the development of Wisley Airfield. The proposal is to establish a new community of up to 2,068 dwellings with associated community, leisure and retail and employment uses ("the Development"). 2. The Parties have worked together on the development of the Company as a community management organisation to own and manage the area of Suitable Alternative Natural Greenspace, provide support for the long term bus service linking the Development site with local railway stations and service centres, and provide for community development 1 DRAFT activities to nurture and ensure a thriving community. 3. The Company has been created as a charitable company limited by guarantee with each of the parties to this Agreement having the right to appoint Directors on to the Company's Board. The Company has been established to hold, maintain and manage a range of community assets, support and co-ordinate the delivery of a range of community services to meet the needs of local residents, and to promote and support environmental and community sustainability. 4. As the major strategic partners in the development of the site, the Council, the County Council and the Developer may wish from time to time to be actively involved in the key decisions of the Company and to protect the development, maintenance and management of the site. 5. This Agreement sets out the range of decisions of the Company with which the Council, the County Council the Developer are to be involved, and provides mechanisms for that involvement without prejudice to the powers of the Council and County Counci! to enforce the terms of the section 106 agreement and, in the case of the Council, its powers under part Vii of the 1990 Act. 6. This Agreement also makes provision so that the Council, can through exercise of step in rights contained in this Agreement and Clause 19.12 of the Articles, appoint such directors as it sees fit to manage the Company on a temporary or permanent basis. 1. Definitions and tnterpretations IN this Agreement (which expression shall be deemed to include the Schedules) 2 DRAFT 1 . 1 unless there be something in the subject or context inconsistent therewith the following expressions have the following meanings:- "Application" means the planning application made by the Developer in respect of the Development and given reference number 15/P/00012 "Area of Benefit" means the area so defined in the Articles "Articles" means the articles of association of the Company as amended from time to time (and any reference to an Article shall be a reference to that article of the said articles of association) "Associate" means, in relation to any person, a person who is connected with that person (and whether a person is so connected shall be determined in accordance with Section 286 of the Taxation of Chargeable Gains Act 1992) "Board Meeting" has the meaning given to it in the Articles "Built Assets" means any building, infrastructure asset or structure the maintenance or management of which has or is to be transferred to the Company by the Developer or the owner thereof "Business" means the ownership, maintenance and management of community infrastructure land and buildings, the supporting and co-ordination of the delivery of a range of community services to meet the needs of local residents within the Area of Benefit, and the promotion and supporting environmental and community sustainability by the 3 DRAFT Company in accordance with the Company's charitable aims and objectives "Business Plan" means the framework for the business of the Company agreed by the Directors on an annual basis "Bus Services" has the meaning given to it in the S 106 Obligations "Chartered Accountant" Has the meaning given to it in the S 106 Obligations "Commencement Date" means the date shown on the front of this Agreement "Community Asset" means any land, infrastructure asset or building within the Area of Benefit ownership of which is transferred or leased to the Company "Community Facility" has the meaning given to it in the S106 Obligations "Companies Act" means the Companies Act 2006, save where the relevant provisions of the Companies Act 1985 or the Companies Act 1989 still apply, where it shall mean the relevant provisions in question "Deadlock Situation" where the board of the Company is unable to reach a decision on any particular matter and a Party or Parties notifies the Company that the Party or Parties in question is of the view that a decision is required in order to allow the Development to proceed in a timely and effective manner or for any other material reason "Development" means the phased development of a new settlement of up to 2,068 dwellings incorporating up to 60 sheltered accommodation units and 8 Gypsy and Traveller pitches and associated infrastructure including accesses onto the A3 (Ockham Interchange), Ockham Lane and Old Lane and revised access to Elm Corner, a secondary school, a 4 DRAFT primary school, community provision, nursery provision, health facility, a local centre (incorporating food & drink, retail, a visitor centre and offices), employment area, sports and recreational facilities (incorporating a floodlit sports pitch and pavilion). Sustainable Drainage Systems and an area of Suitable Alternative Natural Greenspace (SANG) incorporating a landform feature and car parking; the erection of associated utilities infrastructure; the development proposal to incorporate the demolition/ removal of the runway and VOR Beacon (and any associated outbuildings); outline application, matter for determination access (matters reserved scale, appearance, landscaping and layout, as set out in the Application "Director" means a director for the time being of the Company or, as the case may be, of any other company in the Group "Director's Undertaking" means a deed in the form set out in Schedule 1 or a deed in such other form as the Directors of the Company may agree "Disposal" in clause 4.2.1 O includes every description of disposition, payment, release or distribution, and the creation or extinction of an estate or interest in, or a right over, any property "Dispute Procedure" a mechanism for resolving disputes between the Parties or any of them before using more formal routes as set out in Schedule 2 "Ecology Director" means the Director appointed under Article 19.2.4 "Estate Rentcharge" means any rentcharge secured on individual properties as 5 DRAFT part of the Development to be paid to the Company "Final Completion" means the date 12 months following the sale and occupation of the final dwelling in the Development "Group" means, in relation to a company, that company or any company which is a holding company of that company or a subsidiary of that company or of such holding company "Insured Risks" means risks of loss or damage by fire, aircraft, articles dropped from aircraft, explosion, earthquake, riot, civil commotion, storm, lightning, flood, escape of water, impact, malicious damage (but excluding acts of terrorism and any other risk that the Company reasonably considers cannot be insured against in the UK market at a reasonable rate) and such other risks against which the Company insures "Maintenance Standards" incorporates both the Maintenance Standards (Open Spaces) and the Maintenance Standards (Built Assets} "Maintenance Standards means the standards for management and maintenance for {Open Spaces)" each element of the Open Spaces in the Area of Benefit that wil! be transferred to the Company pursuant to the terms of the Section 106 Obligations or the Company may otherwise assume responsibility for which shall as a minimum comply with the maintenance requirements as may be imposed by the conditions of the outcome of the Application and the Section 106 Obligations(if any} "Maintenance Standards means the standards for management and maintenance for (Built Assets)" each building within the Area of Benefit that will be transferred to the Company pursuant to the terms of the Section 106 Obligations or as may be imposed by the 6 DRAFT conditions of the outcome of the Application or the Company may otherwise assume responsibility for which shall as a minimum maintain the relevant premises in accordance with such requirements as may be imposed by the conditions of the outcome of the Application and the Section 106 Obligations(if any). "Material Change" any change that will materially affect the operations, performance, assets or prospects of the Company or that could impact upon its ability to deliver the Maintenance Standards "Member" means a member of the Company and/or of any other company in the Group "Membership" includes all rights and duties attributable to a person being a Member "Natural England" means the non-departmental body with responsibility for nature and landscapes sponsored by the Department for Environment, Food and Rural Affairs and whose head office is at 4th Floor, Foss House, Kings Pool, 1-2 Peasholme Green, York, or such other body as succeeds to its functions "Open Spaces" means all open space including SANG, sports and recreation areas woodlands grasslands allotments parks including amenity areas play spaces play areas unadopted verges ecological and wildlife areas and other green infrastructure in the Development (other than those forming part of any private curtilage or communal gardens relating to or for the exclusive use of the residents of any group of 7 DRAFT dwe!lings) the maintenance or management of which has or is to be transferred to the Company by the Developer or the owner thereof "Party" means a party to this Agreement. and 'Parties' shall mean all of them "S106 Obligations" means the obligations contained within Agreements and Unilateral Obligations dated [ ...... J pursuant to section 106 of the Town and Country Planning Act 1990 between 1) { ] and 2) ! l as it may be varied from time to time "SANG" has the meaning given to it in the S 106 Obligations "SANG Land" has the meaning given to it in the $106 Obligations "SANG Management Plan" has the meaning given to it in the S 106 Obligations "WACT Endowment has the meaning given to it in the S106 Obligations Scheme" 1.2 Reference to any statute or statutory provision includes a reference: 1.2.1. to any Regulations made under this Agreement; and 1.2.2. to that statute or statutory provision as from time to time amended extended or re-enacted. 1.3 Words and phrases the definitions of which are contained or referred to in the Companies Act shall be construed as having the meaning thereby attributed to them but excluding any statutory modification of it not in force on the date of this Agreement. 1.4 Words importing the singular number shalt include the plural and vice versa, words importing the masculine shall include the feminine and neuter and vice versa and 8 DRAFT words importing persons shall include bodies corporate, unincorporated associations and partnerships. 1.5 References to clauses, schedules and recitals are references to clauses, schedules and recitals of this Agreement and references to sub-clauses, paragraphs and sub paragraphs are (unless otherwise stated) references to sub-clauses of the clause, or paragraphs of the sub-clause (or, as the case may be , schedule) or sub-paragraph in which the reference appears. 1.6 All warranties, representations, indemnities, covenants, agreements and obligations given or entered into by more than one person are given or entered into severally unless otherwise specified. 1.7 The headings to the clauses and paragraphs are inserted for ease of reference only and shall not affect the interpretation or construction of this Agreement. 2. Consideration In consideration of the mutual agreements and undertakings set out in the Agreement, the Parties have granted the rights and accepted the obligations herein. 3. General Obligations 3.1. None of the Parties to this Agreement shall nominate, appoint or approve any person to act as a Director unless such person shall first have duly executed and delivered to the Company a Director's Undertaking . 9 DRAFT 3.2. Each of the Parties sha!! use their reasonable endeavours to ensure that: 3.2.1. where they are invited to appoint a Director to the Company and they wish to do so, they fill the position without unreasonab!e de!ay; 3.2.2. in the case of the Developer, there is at all times prior to Final Completion at least one Director appointed to the Company by the Developer; 3.2.3. such Directors as may be appointed by the relevant Party shall attend each meeting of the Directors and if for 3 consecutive meetings of the Directors properly convened in accordance with the Articles, a Director shall not so attend, then the relevant appointing Party if they wish to do so shall appoint some other person to act as their appointed Director. 3.3. Prior to the transfer to the Company of any element of either the Built Assets or the Open Spaces, then subject always to the S106 Obligations the Parties shall use their reasonable endeavours to agree the Maintenance Standards for that element, subject to the mimirnun requirements in Appendix 2 contained in the S106 Obligations. 4. Matters Requiring Approval of all the Parties 4.1 To the extent that it can lawfully do so, the Company undertakes to the other Parties that the Company (acting by its Board) will not take a decision on any of the matters listed in this Clause 4 unless the criteria set out in this Clause are met. 4.2 Subject to Clause 4.7, the Company may make a decision on any of the matters listed fn Clause 4.3 below where the Directors appointed by each of the other Parties are: 4.2.1. present at the meeting at which the decision is made; 4.2.2. vote in favour of that decision; and 10 DRAFT 4.2.3. the resolution of the Board is otherwise taken in accordance with the Articles. 4.3 The matters referred to in Clause 4.2 are:- 4.3.1. entering into varying or terminating any contract or arrangement insofar as that contract relates to the expansion of the work of the Business beyond the Area of Benefit. For the avoidance of doubt, this Clause does not extend to contracts of employment between the Company and its employees; 4.3.2. the entering into or altering or replacing of any bank mandate given by the Company to its bankers relating to the operation of any account of the Company; 4.3.3. the acquisition or creation by the Company of any subsidiary undertaking or the participation by the Company with any person in any partnership or other unincorporated association joint venture or consortium or agreement or arrangements for sharing commissions or other income; 4.3.4. approving any proposed amendments or revisions to the Maintenance Standards; 4.3.5. approving any Material Change to the Business Plan; 4.3.6. approving any proposal which relates to the disposal of any Community Asset. 4.3.7. Approving the written response to a consultation request from the Chartered Accountant regarding the Board's view about whether the WACT Endowment Scheme is sufficiently endowed to enable the WACT to carry out its functions as determined by the S106 Obligations and the Maintenance Standards. 4.4 The Company may only make a decision on the matters set out below where the prior written consent of each of the other Parties has been obtained. The matters are: 11 DRAFT 4.4.1. approving any proposed amendment to the Articles (such amendment to then be put before the Members in accordance with company law); l!A.2. resolving to change the classification or status of the Company whether pursuant to the Companies Acts or otherwise; 4.4.3. changing the nature or scope of the Business or commence any new business not being ancillary or incidental to the Business; 4.4.4. undertaking any activity or doing anything which is likely to prejudice the status of the Company as a registered charity; 4.4.5. approving any proposal which relates to the winding up of the Company, the insolvency of the Company, or the making of any composition, arrangement or assignment for the benefit of its creditors; or 4.46 any transaction the effect of which is either that the Business is to be operated by another person outside of the Group or more than 50% of the membership of the Company or the Group is transferred or held {as the case may be) by persons who currently hold less than 50% of the membership of the Company. 4.5 Subject to clause 4.7, the Company may only approve or amend the Bus Services with the consent of the County Council. 4.6 Subject to clause 4.7, the Company may only approve or amend the SANG Management Plan with the consent of the Council. 4. 7 If the Directors required to vote in favour, or the body required to give consent, in relation to any decision under Clauses 4.2, 4.5 or 4.6 fail to attend any reievant Board Meeting or to give the required consent then: 12 DRAFT 4.7.1. if the matter concerns a Board Meeting decision and the relevant body gives written consent, then the matter may be agreed by the remaining Directors; but otherwise 4.7.2. the Board Meeting shall be adjourned; and 4.7.3. at the adjourned meeting, if the required Directors again fail to attend or the relevant consent has not been received, then those Directors present may approve any proposal under Clauses 4.2, 4.5 or 4.6 notwithstanding any such non-attendance. 5. Obligations of the Companv 5.1 The Company shall: 5.1.1. use reasonable endeavours to prepare, agree and adopt a Business Plan incorporating the Maintenance Standards, the SANG Management Plan and the Bus Services as agreed from time to time in accordance with clause 3.3 in consultation with, and with the formal approval of, the Council and the Developer; 5.1.2. carry on and conduct its business and affairs in a proper and efficient manner, in accordance with any agreed Maintenance Standards and with any agreed Business Plan; 5.1.3. in particular and without prejudice to the foregoing, keep and maintain the Open Spaces and the Built Assets to the Maintenance Standards agreed under clause 3.3 across the Area of Benefit, and deliver the SANG Management Plan and the Bus Services in accordance with the S106 Obligations; 13 DRAFT 5.1.4. maintain with a well-established and reputable insurer adequate insurance against all risks usually insured against by a commercial property company; 5.1.5. effect and maintain insurance with a reputable insurer subject to such excesses, exclusions and !imitations as may apply covering aU buildings owned by the Company against the Insured Risks for the fuU reinstatement cost including all applicable VAT and ancillary costs (including site clearance and professional fees) and appropriate allowance for inflation; 5.1.6. in particular, take out and maintain public liability insurance at all times in respect of any loss cost or damage of whatever kind to persons or property arising out of the Company's activities or the use and occupation of its land works properties and facilities; 5.1.7. keep books of account and therein make true and complete entries of all its dealings and transactions of and in relation to its business; 5.1. B. prepare its accounts on an historical cost basis and adopt such accounting policies as may from time to time be generally accepted for charities in England and Wales; 5.1.9. at least [28] days before the end of each financial year prepare an annual budget for the succeeding financial year; 5.1.10. prior to [28J days before the end of each financial year, review the Business Plan in particular in relation to any Maintenance Standards agreed under clause 3.3 during the relevant financial year in consultation with the Parties and submit a copy of any revised Business Plan to the Parties. 6. Joint Obligations 6.1 Each of the Parties to this Agreement shall: 6.1.1 use their reasonable endeavours to ensure continuing liaison in relation to 14 DRAFT the Development between the Developer, the local community in the Area of Benefit, the Council and the County Council; 6.1.2 subject to relevant resources being available assist the Company where relevant with the holding of workshops or similar activities for the community in the Area of Benefit; 6.1.3 cooperate and work together in good faith in the fulfilment of the Company's objects contained within its Articles. 7. Consents Where this Agreement provides that any particular transaction or matter requires the consent, approval or agreement of a Party to this Agreement, such consent approval or agreement may not be unreasonably withheld and shall be given in a timely fashion. 8. The Articles 8.1 If, whilst this Agreement is in force, there shall be any conflict between the provisions of this Agreement and the provisions of the Articles or of the articles of association of any company in the Group, then during such period the provisions of this Agreement shall prevail. 8.2 Nothing contained in this Agreement shall be deemed to constitute an amendment of the Articles or of the articles of association of any company in the Group or of any previous articles of association of the Company or of any company in the Group. 15 DRAFT 9. Winding U_p and Insolvency 9.1 In the event of the winding up or insolvency of the Company, the Company will consult with the Charity Commission and the Parties (and obtain the formal consent of the Council and the Developer) regarding any proposals for the distribution of any remaining assets of the Company. 10. Confidentiality 10 1 Subject to clauses 10-2 and 10.3 each Party will keep the following matters confidential, namely: 10.1.1 any information concerning the activities or financial affairs of the other Parties which in the ordinary course of business would be considered confidential or sensitive; 10.1.2 any information concerning the Company or the activities in relation to this Agreement which, in the ordinary course of business wou!d be considered confidential or sensitive; and 10.1.3 any information concerning another Party which that Party, by notice to the others, determines to be of a confidential nature. 10.2 Subject to clause 10.3, no Party is to disclose any such confidential information without the prior written consent of the other Party to which it relates. 10.3 No Party will be in breach of its obligations under clauses 10.1 or 10.2 if the information concerned: 16 DRAFT 10.3.1 is already in the public domain other than as a consequence of a prior breach by the Party concerned; or 10.3.2 is required by law or by any court of competent jurisdiction or public body having appropriate legal powers to be divulged to or any authority, court, body or individual; or 10.3.3 is required to be disclosed to a regulatory agency or is disclosed to professional adviser on a confidential basis. 11. Developer changes 11.1 The Parties acknowledge that there may be changes to the Developer from time to time in respect of the Development. 11 .2 Any proposal to accept an additional or alternative Developer shall notified to the Company by the Developer for the time being. 11.3 A Deed of Adherence shall be executed by any additional Developer agreed upon as a new Developer and Party to this Agreement. 11.4 Upon so entering into a Deed of Adherence that organisation or person (as the case may be) shall be deemed to be a party to this Agreement. 12. General Notices 12.1 All notices which are required to be given under this Agreement shall be in writing and shall be sent to the address of the recipient set out in this Agreement or such other address as the recipient may designate by notice given in accordance with the provisions of this sub-clause. Any such notice may be delivered personally or by first class prepaid letter or facsimile transmission and shall be deemed to have been served 17 DRAFT if by personal delivery when delivered if by first class post 48 hours after posting and if by facsimile transmission when despatched. Successors Bound 12.2 This Agreement shall be binding on and shall endure for the benefit of the successors and assigns and personal representatives (as the case may be) of each of the Parties. Assignment 12 3 None of the Parties may assign their rights and ob!igat!ons in whole or in part under this Agreement without the prior written consent of the other Parties (such consent not to be unreasonably withheld or delayed) PROVIDED THAT this sub-clause shall not prevent a transfer of Membership pursuant to the Articles. Good Faith 12.4 Each of the Parties undertakes to do all things reasonably within its power which are necessary or desirable to give effect to the spirit and intent of this Agreement and the Articles. Further Assurance 12.5 Each of the Parties shall, and shall use their respective reasonable endeavours to procure that any necessary third parties shall, do execute and perform all such further deeds, documents, assurances, acts and things as the other Parties may reasonably require to carry out the provisions of this Agreement and the Articles into full force and effect. Counterparts 12.6 This Agreement may be executed in any number of counterparts and by the Parties to it on separate counterparts each of which when executed and delivered wm be an DRAFT original. Variation 12. 7 No variation of this Agreement shall be valid or effective unless made by one or more instruments in writing signed by the Parties. Law 12.8 This Agreement shall be governed by and construed in accordance with English law and the Parties irrevocably submit to the exclusive jurisdiction of the English Courts in respect of any dispute or matter arising out of or connected with this Agreement. No Partnership 12.9 Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the Parties and none of them shall have any authority to bind the others in any way. Duration 12.1 OThe terms of this Agreement shall remain in full force and effect from the Commencement Date. Termination 12.11 The Parties may terminate this Agreement with immediate effect in relation to the participation of another Party ("the Leaving Party") if the Leaving Party: 12.11.1 being a Developer, serves written notice on the other Parties that the Party in question has ceased to have involvement in the Development; 12.11 .2 has been guilty of a persistent or material breach of its obligations under this Agreement which is either not capable of remedy or which has not been 19 DRAFT remedied within 30 days after the other parties have issued the Leaving Party with written notice identifying such breach and requiring its remedy (referring specifically to this provision); or 12.11.3 goes into liquidation or winding up, is struck off by Companies House or the Financial Conduct Authority (as the case may be) or has an administrator, administrative receiver. receiver or manager appointed in respect of all or any of its assets and undertakings or is unable to pay its debts as these fall due (within the meaning of Section 123 of the insolvency Act 1986); or 12.11.4 is found to have conducted itself in such a way as to bring the Company or the other parties into disrepute. 12.12 Expulsion of the Leaving Party in accordance with clauses 12.11 .2 to 12.11.4 will be effected by serving written notice on the Leaving Party signed by all the other Parties. 12.13 In the case of expulsion on the grounds set out in clauses 12.11.1 to 12.11.4 where there are bona fide grounds for a dispute concerning interpretation of the conduct, obligations or duties of the party in default, no notice may be served until the Dispute Procedure has been exhausted or otherwise waived by the parties concerned. 12.14 The termination of this Agreement however caused, shall be without prejudice to any obligations or rights of the Leaving Party which shall have accrued prior to such termination of this Agreement which is expressly or by implication provided to come into effect on, or to continue in effect after, such termination. Council Step in Rights 12.15 in the event that any of the circumstances outiined in Clause 12.17 occur. the Council may issue a written notice to the Directors to specify its concerns and to identify the actions that the Council requires to be taken to address those concerns. 20 DRAFT 12.16 Within six months of receipt of a notice pursuant to Clause 12.15, the Directors shall submit to the Council for approval a remedial action plan to identify the actions that will be taken by the Company to address the concerns identified by the Council in its notice and shall thereafter comply with the approved remedial action to the reasonable satisfaction of the Council. 12.17 The circumstances referred to in Clause 12.15 are: 12.17.1 in the reasonable opinion of the Council, the Company is insufficiently endowed to enable it to fulfil the obligations in this Agreement; 12.17.2 in the reasonable opinion of the Council, the Company is materially and persistently failing to fulfil its obligations under this Agreement; or 12.17.3 all of the Directors resign or are otherwise unable or unwilling to continue in their role as Director. 12.18 Where a notice has been issued under Clause 12.15 by the Council and the Company has either failed to meet its obligations under Clause 12.16 or has not carried out the actions in any such remedial plan then in addition to any other rights or obligations that may arise the Council may exercise its rights under the Articles to remove Directors of the Company and appoint additional Directors ("the Step in Rights"). 21 DRAFT Waiver i2.19No failure to exercise, and no delay in exercising on the part of either Party, any right, power or privilege under this Agreement sha!I operate as a waiver cf it nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise of it or the exercise of any other right power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies otherwise provided by law. Severability 12.20Notwithstanding that any provision of this Agreement may prove to be illegal or unenforceable the remaining provisions of this Agreement shaU continue in full force and effect. Exercise of Powers 12.21 Where any person is required under this Agreement to exercise his powers in relation to the Company and/or any company in the Group to procure a particular matter or thing such obligation shalt be deemed to include an obligation to exercise his powers both as a Member and as a Director (where applicable) of the Company and/or any company in the Group and to procure that any Member or Director nominated, appointed or approved by him (whether atone or jointly with any other person) shall procure such matter or thing. Costs 12.22Each of the Parties shall pay their own costs and expenses incurred in relation to the negotiation, preparation and execution of this Agreement 22 DRAFT Third Party Rights 12.23The terms of this Agreement are not enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person not a Party. 23 DRAFT SCHEDULE 1 Director's Undertaking To: Wisley Airfield Community Trust (the Company), Guildford Borough Council (the Council), Surrey County Council (the County Council), Natural England and Wisley Property Investments Limited (the Developer) From: [name of director] Dated: I HEREBY CONFIRM that I have been supplied with a copy of an agreement ("the Agreement") made between {1) the Company, (2) the Council, (3) the County Council, (4) Natural England and {5) the Developer dated the l!ll day of 11 20 and UNDERTAKE to each of the persons to whom this Undertaking is addressed above that I will so far as may be permitted by law and so long as I remain a Director of the Company comply with the terms and conditions of the Agreement insofar as the same relate to me and act in all respects as contemplated by the Agreement and will (so far as aforesaid) do a!! within my power as a Director to ensure that the Company complies with its obligations under the Agreement. EXECUTED as a deed the day and year first before written SIGNED by the said [name of Director) as a Deed in the presence of:- [witness] 24 DRAFT SCHEDULE 2 25 DRAFT IN WITNESS whereof the Parties have executed this document as the deed of such parties the day and year first before written EXECUTED AS A DEED ) \ for and on behalf of J Wisley Airfield Community Trust ) and signed by:- ) Director Director/Secretary EXECUTED AS A DEED by [TITLE] of Guildford Borough Council by the affixing of its Common Seal in the presence of: authorised signatory EXECUTED AS A DEED by ) [TITLE] of Surrey County Council ) by the affixing of its Common Seal ) in the presence of: ) authorised signatory EXECUTED AS A DEED by [TITLE] of Natural England by the affixing of its Common Seal in the presence of: authorised signatory 26 DRAFT EXECUTED AS A DEED ) for and on behalf of Wisley Property ) Investments Limited ) and signed by:- ) Director Director/Secretary 27