ARTICLES OF ASSOCIATION OF THAMES VALLEY PARTNERSHIP

Company number: 02881664
Charity number: 1031545

THE COMPANIES ACT 2006

Company Limited by Guarantee and not having a Share Capital

THAMES VALLEY PARTNERSHIP (the “Charity”)

Meaning of Words
- In these Articles the following words will have the meanings shown opposite them, unless the context indicates another meaning:

Words Meanings

“Articles” these Articles of Association;

“Board” the board of Trustees of the Charity, the members of which are the company directors and charity trustees;

“Board Appointment Meeting” the first meeting of the Board in any calendar year

“Chair” the Chair of the Board of Trustees or any person discharging the functions of the Chair;

“Charities Act” the Charities Act 2011;

“Charity” the company regulated by these Articles;

“Charity Commission” the Charity Commission for England and Wales;

“Clear Days” in relation to a period of notice, the period excluding the day on which notice is given or deemed to be given and the date of the event to which the notice relates;

“Companies Act” the Companies Acts (as defined in s.2 Companies Act 2006) in so far as they apply to the Charity;

“Connected Person” a connected person within the meaning of s188 of the Charities Act;

“Material Benefit” a benefit, direct or indirect, which may not be financial but has a monetary value;

“Member” a company member of the Charity;

“Month” calendar month;

“Objects” the Objects of the Charity as defined in Article 3.1;

“Office” the registered office of the Charity;

“Ordinary Resolution” a resolution agreed by a simple majority of the Members present and voting at a general meeting, or, in the case of a written resolution, by Members who together hold a simple majority of the voting rights;

“Regulations” any rules, standing orders or regulations made in accordance with these Articles;

“Seal” the common seal of the Charity, if any;

“Signed” shall include such forms of authentication that are permitted by law;

“Special Resolution” a resolution agreed by a 75% majority of Members present and voting at a general meeting, or, in the case of a written resolution, by Members who together hold 75% of the voting rights;

“Taxable Trading” carrying on a trade or business for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects, the profits of which are subject to corporation tax;

“Trustees” the directors of the Charity;

“United Kingdom” Great Britain and Northern Ireland; and

“Written” or “in Writing” the representation or reproduction of words, symbols or other information in a visible form by any method or combination of methods, whether sent or supplied in electronic form or otherwise.

In these Articles:
- The words “person” or “people” includes other charities, including charitable incorporated organisations, royal charter corporations, companies, trusts, societies or associations, government departments or statutory authorities and other individuals, corporations, partnerships or other incorporated or unincorporated bodies.
- Apart from the words defined above, any words or expression defined in the Companies Act, or the Charities Act, will have the same meanings in these Articles, unless the context indicates another meaning.
- References to an Act of Parliament are to that Act as amended or re-enacted from time to time and to any subordinate legislation made under it.
- The words “include(s)”, “including” or “in particular” are deemed to have the words “without limitation” following them. Where the context permits, the words “other” and “otherwise” are illustrative and shall not limit the sense of the words preceding them.

Registered Office
- The registered office of the Charity will be in England and Wales.
Objects
- The objects of the Charity are, for the public benefit,:-
  - to promote good citizenship, champion community needs, deliver high quality services for those affected by crime, including victims and offenders; encourage greater public participation in the prevention and solution of crime and the support and assistance of those affected or at risk of being affected by crime;
  - promote, and actively engage in, cooperation, coordination, joint action and partnerships with organisations and bodies operating across the social justice sector together with private sector entities and the general public;
  - promote social inclusion by preventing people from becoming socially excluded, relieving the needs of those people who are socially excluded and assisting them to integrate into society;

For the purpose of this clause ‘socially excluded’ means being excluded from society, or parts of society, as a result of one of more of the following factors: crime (whether as a victim, offender or otherwise affected thereby); unemployment; financial hardship; youth or old age; ill health (physical or mental); substance abuse or dependency including alcohol and drugs; discrimination on the grounds of sex, race, disability, ethnic origin, religion, belief, creed, sexual orientation or gender re-assignment; poor educational or skills attainment; relationship and family breakdown and poor or inadequate housing.

promote, including in partnership with the police and other public sector bodies, the protection of people and property from, and the prevention of, criminal acts.

Powers
- The Charity has the following powers which may be used only to promote the Objects:
  - to raise funds. In doing so, the charity must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
  - to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
  - to sell, lease or otherwise dispose of all or any part of the property belonging to the charity. In exercising this power, the charity must comply as appropriate with sections 117 and 122 of the Charities Act 2011.
  - to borrow money and to charge the whole or any part of the property belonging to the charity as security for repayment of the money borrowed or as security for a grant or the discharge of an obligation. The charity must comply as appropriate with sections 124 – 126 of the Charities Act 2011 if it wishes to mortgage land;
  - to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
  - to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;
  - to acquire, merge with or to enter into any partnership or joint venture arrangement with any other charity;
  - to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
  - to employ and remunerate such staff as are necessary for carrying out the work of the charity. The charity may employ or remunerate a director only to the extent it is permitted to do so by article 7 and provided it complies with the conditions in that article;
  - to:
    - deposit or invest funds;
    - employ a professional fund-manager; and
    - arrange for the investments or other property of the charity to be held in the name of a nominee;

in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;

to provide indemnity insurance for the directors in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011;
to do anything else within the law which promotes or helps to promote the Objects.

Use of funds and property
- No part of the Charity’s funds or property shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any Member.
- Nothing in this Article 1 shall prevent a Member of the Charity or a Trustee receiving any benefit as a beneficiary (provided that such benefit shall be available in the same form to other beneficiaries who are not Trustees).

Permitted benefits
- A Trustee or Connected Person must not receive any payment of money or other Material Benefit (whether directly or indirectly) from the Charity, except as set out in Articles 2, 6.3 and 6.4.
- A Trustee or Connected Person may receive the following benefits from the Charity:
  - reasonable and proper remuneration for any goods or services actually rendered to the Charity or a subsidiary of the Charity (excluding the service of acting as a Trustee and services performed by a Trustee as an employee of the Charity), provided that:-
    - no more than half of the Trustees may be so remunerated in any financial year (and for these purposes such provision shall be treated as applying to a Trustee if it applies to a person who is a Connected Person in relation to that Trustee);
    - no resolution to approve such remuneration to a Trustee shall be effective unless it is passed at a meeting of the Board of Trustees;
    - a Trustee shall not vote on any resolutions relating to their remuneration (or relating to a Connected Person of a Trustee) and the procedure described in Article 10 (Conflicts of Interest) must be followed in considering the remuneration of the Trustee or a Connected Person and in relation to any other decisions regarding the remuneration authorised by this Article;
    - the remuneration or maximum remuneration payable to the Trustee or Connected Person shall be set out either in the resolution approving such remuneration or in a written agreement between the Trustee and the Charity; and
    - the Trustees are satisfied that the provision of services by that Trustee on the terms proposed are in the best interests of the Charity.
  - reasonable interest on the money lent by a Trustee or Connected Person to the Charity;
  - reasonable and proper payment to a company of which the Trustee or Connected Person does not hold more than 1% of the shares or voting power;
  - reasonable and proper rent for premises demised or let by any Trustee or Connected Person; or
  - any payment or benefit with the prior written approval of Court or the Charity Commission.
- A Trustee may also receive the following from the Charity:
  - reasonable out-of-pocket expenses;
  - reasonable and proper premiums in respect of any Trustee indemnity insurance policy taken out pursuant to Article 1.11 above; or
  - any payment to a Trustee under the indemnity provisions in these Articles.
- A Trustee or Connected Person may only be employed by, or receive any Material Benefit from the Charity which is not otherwise authorised in this Article 6, if the remuneration, payment or benefit is authorised by the Court or the Charity Commission.
- No Trustee shall vote on or be present during the discussion of, or the authorisation of, any decision in respect of matters set out in Article 6 applicable to that Trustee or Connected Person except where it relates to the approval of the purchase of indemnity insurance pursuant to Article 3.2 or the payment of an indemnity pursuant to Article 6.3.3, in each case where such payment is to be made to or for the benefit of a majority of the Trustees.
Amendments to these Articles
- No amendments may be made to these Articles which would cause the Charity to cease to be a charity in law.
- Amendments may only be made to the following Articles, with the prior written consent of the Charity Commission:
  - the Objects; or
  - any provision relating to what happens to the Charity’s property on winding up; or
  - any provision which would provide for any benefit to be obtained by Trustees or persons connected with them.
- The Charity shall inform the Charity Commission and Companies House of any alterations to the Articles.
Limited liability and guarantee
- Each Member undertakes to pay £10 in the event of the Charity being wound up or dissolved while they are a Member or within one year after ceasing to be a Member, towards:-
  - payment of the debts and liabilities of the Charity incurred before they ceased to be a Member;
  - payment of the costs, charges and expenses of winding up; and
  - adjustment of the rights of the contributories among themselves.
- The liability of the Members is limited to £10.
Indemnity of Trustees
- For the purposes of this Article 9, “Relevant Trustee” means any Trustee or former Trustee of the Charity.
- Without prejudice to any indemnity to which a Relevant Trustee may otherwise be entitled, the Charity shall indemnify every Relevant Trustee out of the assets of the Charity against all costs and liabilities incurred by the Relevant Trustee in that capacity to the extent permitted by the Companies Act.
- To the extent permitted by law, the Charity may provide funds to every Relevant Trustee to meet expenditure incurred or to be incurred by them in any proceedings (whether civil or criminal) brought by any party which relate to anything done or omitted or alleged to have been done or omitted by them as a Relevant Trustee, provided that they will be obliged to repay such amounts no later than:
  - if they are convicted in proceedings, the date when the conviction becomes final; or
  - if judgment is given against them in proceedings, the date when the judgment becomes final; or
  - if the court refuses to grant them relief on any application under the Companies Act, the date when refusal becomes final.

Conflicts of Interest
- For the purposes of this Article 10, “Conflict of Interest” means any direct or indirect interest of a Trustee (whether personally or by virtue of a duty of loyalty to another organisation or otherwise) that conflicts, or may conflict with the interests of the Charity, because the Trustee or a Connected Person may receive a benefit from the Charity, or has some separate interest or duty in a matter to be decided, or in relation to information which is confidential to the Charity.
- Subject to Article 10.4, whenever a Trustee is in a situation that gives rise to, or is reasonably likely to give rise to, a Conflict of Interest, the Trustee must:
  - fully declare the nature and extent of the interest before discussion begins on the matter,
  - withdraw from the meeting or discussion for that item, after providing any information requested by the other Trustees,
  - not be counted in the quorum for that part of the meeting or decision-making process,
  - be absent during the vote and have no vote on the matter, and
  - comply with any other requirement which the other Trustees resolve is necessary.
- If any question arises as to whether a Trustee has a Conflict of Interest, the question must be decided by a majority decision of the other Trustees.
- When any Trustee has a Conflict of Interest, the Trustees who do not have a Conflict of Interest (if they form a quorum without counting the Trustee and are satisfied that it is in the best interests of the Charity to do so) may by resolution passed in the absence of the Trustee permit the Trustee, notwithstanding any Conflict of Interest which has arisen or may arise for the Trustee, to:
  - continue to participate in discussions leading to the making of a decision, or to vote, or both,
  - disclose to a third party information confidential to the Charity,
  - take any other action not otherwise authorised which does not involve the receipt by the Trustee (or a Connected Person) of any payment or Material Benefit from the Charity, or
  - refrain from taking any step required to remove the conflict.
- Where a Trustee has a Conflict of Interest which has been declared to the Trustees, the Trustee shall not be in breach of that Trustee’s duties to the Charity by withholding confidential information from the Charity if to disclose it would result in a breach of any other duty or obligation of confidence, provided that a Trustee may not withhold information relating to a direct or indirect personal benefit for the Trustee.
- The Trustees shall observe the other duties and rules in the Companies Act, and such other rules as the Board adopts, in relation to the management of Conflicts of Interest.
- Nothing contained in this Article shall authorise a Trustee to receive any benefit not permitted elsewhere in these Articles.

MEMBERS AND MEMBERSHIP

Membership
- Membership is open only to the Trustees. A Trustee shall automatically be admitted as a Member on being appointed as a Trustee; and cease to be a Member on ceasing to be a Trustee.
- Membership is not transferrable.
Register of Members
- The Charity shall maintain a register of Members with an entry for each Member showing the Member’s name and address and the date on which the Member became a Member and ceased to be a Member. The register of members must be kept at the Office or at a single alternative inspection location.
- The register must be made available for inspection:
  - by any Member without charge; and
  - by any other person within five working days of receiving a request that is for a proper purpose in accordance with the Companies Act, and subject to the payment of a fee at a level that is permitted by law.

Written Agreement to Resolution
- Except in the case of a resolution to remove a Trustee or the auditors before the expiry of their term, Members may pass a written resolution without a meeting being held, provided that:
  - it is in Writing;
  - a copy of the proposed resolution has been sent to every eligible Member;
  - in the case of a Special Resolution it must be stated on the resolution that it is a Special Resolution, and it must be Signed by at least 75 per cent. of Members entitled to receive notice of and to attend general meetings;
  - in the case of an Ordinary Resolution it must be Signed by a majority of Members entitled to receive notice of and to attend general meetings; and
  - it is contained in a document which has been received at the Office within the period of 28 days beginning with the circulation date.
- A written resolution may consist of two or more documents in identical form Signed by Members and is passed when the required majority of eligible Members have signified their agreement to it.
General Meetings
- Subject to the provisions of the Companies Act, the Company shall dispense with the holding of general meetings. The Company shall pass resolutions by means of written resolutions.
- Except where otherwise provided by the Articles or the Companies Act, a written resolution (whether an Ordinary or a Special Resolution) is as valid as an equivalent resolution passed at a general meeting.
- Where the Act requires or the Members request a meeting to be held, the provisions of the model articles contained in the Companies (Model Articles) Regulations (SI 2008/3229), as amended from time to time, relating to the holding of meetings for private companies limited by guarantee shall apply.

BOARD OF TRUSTEES

Powers of the Board
- The business of the Charity is managed by the Board, which may use all the powers of the Charity that are not, by the Companies Act or by these Articles, reserved to the Members or to them in their capacity as Members.
Composition of the Board
- The Board consists of not fewer than 6 and no more than 15 persons.
- The Charity must always have a minimum of six Trustees. No person under the age of 16 may be appointed as a Trustee.
- Trustees may be appointed by a resolution of the Board.
Retirement of members of the Board
- At the third Board Appointment Meeting (or such other date at the discretion of the Board) after their last appointment a Trustee shall retire. They shall be eligible for re-appointment. For the purposes of this Article 1 a “year” shall mean a complete period of service between two Board Appointment Meetings.
Disqualification, resignation and removal of Trustees
- A Trustee shall cease to be a Trustee if the Trustee:-
  - becomes bankrupt or makes any arrangement or composition with their creditors;
  - is disqualified by law from serving as a company director unless there is an appropriate exception in place;
  - is disqualified by law from serving as a charity trustee unless a waiver has been granted;
  - is considered by the Board to have become incapable, whether mentally or physically, of managing their own affairs and a majority of the other Trustees resolve that they must cease to hold office;
  - resigns by notice in Writing to the Trustees (but only if at least six Trustees will remain in office when the resignation is to take effect);
  - is absent without permission from 3 consecutive meetings of the Trustees and it is resolved by a majority of the other Trustees to remove the Trustee;
  - breaches their duties under the Companies Act and in particular the duties for the proper management of conflicts of interest and the Board resolves to remove them by a resolution by 75 per cent. of the other Trustees present and voting at a meeting and that prior to such a meeting the Trustee in question has been given written notice of the intention to propose such a resolution at the meeting;
  - is removed from office by a resolution of at least 75 per cent. of the other Trustees present and voting at a Board meeting provided:
    - at least half of the serving Trustees are present at the meeting; and
    - that prior written notice of meeting and the intention to propose such a resolution has been given to the Trustee in question; or

Notification of change of Trustees
- All appointments, retirements or removals of Trustees and the Company Secretary (if any) must be notified to the Registrar of Companies and the Charity Commission.

DECISION-MAKING BY THE TRUSTEES

Meetings of the Board
- The Board may meet, adjourn and run its meetings as it wishes, subject to these Articles and the Companies Act.
Calling a meeting
- The Charity, if requested by the Chair or any three Trustees, must call a meeting of the Board.
Participation in meetings
- Board meetings may be held in person, by telephone, or by suitable electronic means agreed by the Board in which all participants may communicate with all other participants.
Quorum for Board meetings
- The quorum for a Board meeting is at least three or one third of the Trustees (if greater).
- A Trustee shall not be counted in the quorum at a meeting in relation to a resolution on which they are not entitled to vote.
Chair of Board meetings
- The Chair or (if the Chair is unable or unwilling to do so) some other Trustee chosen by the Trustees present presides at each Board meeting.
Voting
- Matters for decision at any meeting must be decided by a majority of votes and each Trustee has one vote (including the Chair).
- If the votes are equal, the Chair has a second or casting vote.
Resolutions in Writing without a Board meeting
- A resolution in Writing Signed by two thirds of the Trustees is as valid as if it had been passed at a properly held meeting of the Board. The resolution may consist of several documents in the same form Signed by one or more of the Trustees.
Officers of the Board
- The Trustees may appoint or remove the Chair or any other officers that they wish. Officers shall be appointed from among the Trustees, with the exception of the company secretary who may but need not be a Trustee.
Board’s right to act despite vacancies
- The Board may act despite any vacancy on the Board, but if the number of Trustees falls below the number fixed as the quorum, it may act only to appoint further Trustees.
Validity of acts done at meetings
- If it is discovered that there was some defect in the procedure at a meeting or the appointment of a Trustee, anything done before the discovery is valid.

DELEGATION BY THE BOARD AND COMMITTEES

Delegation by the Board
- Subject to the Articles, the Trustees may delegate any of the powers which are conferred on them under the Articles—
  - to such person or committee;
  - by such means (including by power of attorney);
  - to such an extent;
  - in relation to such matters; and
  - on such terms and conditions;

as they think fit.

If the Trustees so specify, any such delegation may authorise further delegation of the Trustees’ powers by any person to whom, or committee to which, they are delegated.
The Trustees may revoke any delegation in whole or part, or alter its terms and conditions.

Delegation to committees
- Any delegation to a committee must specify those who are to serve on the committee and the Board may co-opt any person who is not a Trustee to serve on a committee, provided that a committee must include at least two Trustees at all times.
- All acts and proceedings of a committee must be reported to the Board as soon as possible.
- A committee must not knowingly incur expenditure or liability on behalf of the Charity except where authorised by the Board in accordance with a budget approved by the Board.
- A committee may elect a chair of its meetings if the Board does not nominate one.
- If at any meeting the committee’s chair is not present within ten minutes after the appointed starting time, the committee members present may choose one of their number to be chair of the meeting.
Meetings of Committees
- Unless the terms of reference for a committee provide otherwise:
  - a committee may meet and adjourn whenever it chooses;
  - questions at a committee meeting must be decided by a majority of votes of the committee members present and in the case of an equality of votes, the chair of the committee meeting shall have a casting vote; and
  - a committee must have minutes entered in minute books.

ADMINISTRATIVE MATTERS

Appointment and Removal of a Company Secretary
- The Board may (but need not) appoint and remove a Company Secretary in accordance with the Companies Act and may decide their period of office, pay and any conditions of service.
Appointment of Reporting Accountants or Auditors
- The Charity must appoint properly qualified reporting accountants or properly qualified auditors if the level of the Charity’s income or assets from time to time makes this a legal requirement.
Honorary Officers
- The Board may appoint and remove any person for such terms as they think fit as the President or Patron of the Charity. Such posts are honorary only and carry no vote or other rights.
Records
- The Board must keep records of:-
  - all proceedings at Board meetings (including the names of the Trustees present);
  - all written resolutions
  - all reports of committees
  - all proceedings at general meetings; and
  - all professional advice received.
- Board minutes must be kept for a minimum of 10 years from the date of the meeting.
Articles, accounts and other statutory records
- The Accounts, the Articles and any Regulations must be kept at the Office or at a single alternative inspection location decided by the Board.
- The Articles and any Regulations must be available for inspection by the Members of the Charity and any Member who requests a copy of the Articles must be sent a copy.
- The Accounts must always be open to inspection by Trustees.
Accounts and returns
- The Trustees must comply with the requirements of the Companies Act and of the Charities Act as to keeping financial records, the audit or examination of Accounts and the preparation of Accounts, and annual reports and returns.
- The Board must, for each financial year, send a copy of its annual Accounts and reports (or if applicable summary financial statements) to every person who is entitled to receive notice of general meetings at the same time as they file the Accounts with Companies House, within 9 months of the end of the Charity’s financial year.
- Copies need not be sent to a person for whom the Charity does not have a current address (as defined in the Companies Act).
- To the extent required by law, the Board must file the Accounts and reports (or summary financial statements) with Companies House within 9 months of the end of the Charity’s financial year or within any other deadlines specified by law.
- The Board must file with the Charity Commission the Accounts and reports (or summary financial statements) and all annual returns and other documents that are required to be filed, within 10 months of the end of the Charity’s financial year or any other deadlines specified by the Charity Commission.
Service of Notices
- The Charity may provide notices, accounts or other documents to any Member either:
  - in person; or
  - by hand-delivery or ordinary post to the Member’s registered address; or
  - if the Member has provided the Charity with an email address, by email to that address (subject to the Member having consented to receipt of the notice, documents or accounts in this way.
- If a Member lacks a registered postal address within the United Kingdom, the notice, accounts or documents may be sent to any postal address within the United Kingdom which the Member has provided to the Charity for that purpose, or in accordance with the other methods set out in Article 1.
- If a notice, accounts or other documents are sent by post, they will be treated as having been served by the Charity correctly addressing, pre-paying and posting a sealed envelope containing them. If sent by email they will be treated as properly sent if the Charity receives no indication that they have not been received.
- Any notice or other document sent in accordance with these Articles is to be treated as having been received:
  - if sent by post, 48 hours after the envelope containing them was posted if posted by first class post and 72 hours after posting if posted by second class post or overseas post;
  - if sent by email, 24 hours after having been properly sent; or
  - immediately on being handed to the recipient personally.
- The Charity may assume that any e-mail address provided to it by a Member remains valid unless the Member informs the Charity that it is not.
Irregularities
- The making of any decision, or the proceedings at any meeting of the Trustees, Members or a committee shall not be invalidated by reason of:
  - any accidental informality or irregularity (including any accidental omission to give, or any non-receipt of, notice,) or
  - the lack of qualification in any of the persons present and voting,

unless a provision of the Companies Act specifies that the informality, irregularity or lack of qualification shall exclude it.

Regulations
- The Board may make such regulations, by-laws or standing orders as it sees fit. These must not be inconsistent with the Articles or such that they would otherwise need to be made by a Special Resolution. No regulation may be made which invalidates any prior act of the Board which would otherwise have been valid.
Winding-up of the Charity
- If the Charity is wound-up or dissolved, and there remains any assets after all debts and liabilities have been met, the assets must be applied in one or more of the following ways:
  - by transfer to one or more other bodies established for exclusively charitable purposes within, the same as, or similar to the Objects; or
  - directly for the Objects or for exclusively charitable purposes which are within or similar to the Objects.
- The recipient(s) of the remaining assets of the Charity shall be chosen by the Trustees at or before the time of winding-up or dissolution.