Articles in full

THE BOSDET FOUNDATION

CONSTITUTION

      1.         NAME

The name of the Association (hereinafter called "the Foundation") shall be "The Bosdet
Foundation" .

The Foundation shall be incorporated under the Laws of Jersey entitled "Loi (1862 et
1963) sur les teneures en fideicornmis et l'incorporation d'associations".

      2.         DEFINITIONS

                  (a) "Assistance" shall mean the provision of anyone or any combination of the
following:

                              (i)   the provision of weekly or other periodic payments for a fixed period of
time or on a regular and recurring basis;'

                              (ii)       the provision of articles of clothing, shoes, furniture and food and

household provisions and items;

                              (iii)      the payment of heating, electricity and other service costs and accounts;

                              (iv)      the provision of single capital payments;

                              (v) the provision of loans upon such terms as to repayment and interest (if
any) and for such period and whether with or without security as appears
appropriate in all the circumstances;

                              (vi)      the provision of accommodation;

(vii) the provision of medicine, medical assistance, equipment and treatment;
(viii) the provision of other forms of assistance as appear appropriate in all the

circumstances;

 

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      (b)       "Beneficiary" shall mean any Resident who is in need of Relief.

      (c) "Facilities" shall mean the provision of anyone or any combination of the
following:

                  (i)        the provision of facilities, amenities, equipment, machinery, premises,
hostels, nurseries or creches;

                  (ii)       the provision of financial support;

                  (iii)      the provision of Assistance.

      (d)        "The Foundation" shall mean "The Bosdet Foundation";

      (e) "The Foundation Property" shall mean such property of whatever nature and
wheresoever situate as may from time to time be vested in the Foundation;

      (f)        "Island" shall mean the Island of Jersey;

      (g) "The Law" shall mean unless the context otherwise requires the Laws of Jersey
entitled "Lois (1862) et ... ) sur les teneures en fideicommis et l'incorporation
d' associations";

      (h) "Les Ormes Farm" shall mean all that immovable property acquired from George
Alfred Bisson by deed of gift, cession and transfer passed before the Royal Court
of the Island of Jersey on the 13th January, 1989;

      (i)        "Objects" shall mean the objects of the Foundation as set out in Clause 3 hereof;

      U)      "Relief' shall mean:

                  (i)        relief of any Beneficiary from poverty; or

                  (ii)       relief from the financial inability to provide the school or the further

 

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education required to meet the needs and abilities of a Beneficiary; or

                              (iii)      relief from the financial inability to develop the musical, artistic, craft or
sporting talents of a Beneficiary;

                  (k)       "Resident" shall mean:

                              (i)        any person continuously resident in the Island for at least the immediately
preceding five years; or

                              (ii)        any person actually resident in the Island who has resided in the Island for
a cumulative period of at least ten years; or

                              (iii)      the child or spouse of any such person;

                  (1)       "The Rules" shall mean the Rules of the Foundation for the time being in force;

                  (m)      Words importing the singular number only shall include the plural and vice versa;

                  (n)       Words importing the masculine gender only shall include the feminine gender.

      3.         OBJECTS

                  (a) To provide appropriate Assistance to Beneficiaries whom the Foundation
considers are in all the circumstances deserving of Assistance from the
Foundation;

                  (b) to provide appropriate Facilities to any cause project appeal undertaking group
club association or organisation where the Foundation in all the circumstances
considers the provision of such Facilities will benefit or provide benefits or
opportunities to a significant number of Beneficiaries either exclusively or
together with others who are not Beneficiaries;

                  (c)       to hold, administer and manage "Les Ormes Farm" for the purposes and benefit

 

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of the Foundation;

      (d) to encourage and as far as possible promote the use of those parts of "Les Ormes
Farm" not used as dwelling accommodation (or ancillary thereto) for such
sporting, leisure, recreational and conservation activities or concerns as appear
appropriate in all the circumstances;

      (e) to accept by gift or legacy, purchase, take on lease or exchange, hire or otherwise
acquire and hold any immovable or movable property and any rights or privileges
which appear to the Foundation necessary or convenient for the promotion of its
Objects and to construct, maintain and alter any buildings or erections necessary
or convenient for the work of the Foundation;

      (f) to sell or otherwise dispose of any immoveable property in perpetuity forming
part of the Foundation Property for the market value thereof and otherwise on
such terms and conditions as the Foundation shall think fit and proper in all the
circumstances but only in such circumstances that it appears that such Foundation
Property is or is likely to become burdensome to the Foundation and in the event
that any such immoveable property is sold (hereinafter referred to as "the property
sold") the Foundation shall as soon as it considers it appropriate and in the
interests of the Foundation acquire replacement immoveable property of similar
value to the property sold;

      (g) to borrow and raise money in such manner and on such security as may appear
appropriate, provided always however, that the Foundation shall not hypothecate,
mortgage or charge any of the Foundation Property except for the purpose of
acquiring any additional assets or property or for the purposes of financing any
buildings, maintenance, repair or development scheme to be undertaken by the
Foundation with the object of increasing or maintaining the value of the
Foundation Property or the income of the Foundation;

 

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      (h) to invest at interest or on security the monies of the Foundation not immediately
required for its purposes in or upon such investments, securities or property as
may honestly be thought fit, with power to vary such investments, subject
nevertheless to such conditions (if any) and such consents (if any) as may for the
time being be imposed or required by Law and subject also as hereinafter
provided PROVIDED ALWAYS that the income and property of the Foundation
whensoever derived shall be applied solely towards the promotion of the Objects
of the Foundation as set forth in the Constitution and no portion thereof shall be
paid or transferred directly or indirectly by way of dividend, bonus or otherwise
howsoever by way of profit to the Members. PROVIDED that nothing herein
shall prevent the payment in good faith of reasonable and proper payment to any
officer or servant of the Foundation, or to any Member in return for any services
actually rendered;

      (i)   to print and publish, or procure to be printed and published or to circulate or
procure to be circulated (whether gratuitously or not) any newspapers,
periodicals, magazines, books, pamphlets or other documents that may be deemed
desirable for the promotion of the Objects of the Foundation or any of them;

U)              to establish relations and to maintain communications with other bodies existing
for similar objects, whether in the Island of Jersey or elsewhere, and with
religious bodies or departments thereof sympathetic to or concerned with the
Objects of the Foundation;

      (k)   to take such lawful steps by appeals, public meetings or otherwise as may from
time to time be deemed expedient for the purpose of procuring contributions to
the funds of the Foundation in the form of donations, subscriptions or otherwise;

      (1)   to do all such other lawful things as are incidental or conducive to the attainment
of the above Objects or any of them.

 

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      4.         MEMBERS

                  (a) The number of Members of the Foundation shall never be less than five and never
more than fifteen;

                  (b) no more than two Members at anyone time shall be either honorary or paid
officers or employees of any Parish in the Island of Jersey;

                  (c) if any Member shall fail to attend meetings of the Foundation for six consecutive
months the Foundation may in its discretion determine his membership;

                  (d)       a member shall ipso facto lose his membership:-

                              (i)        upon his death;

                              (ii)       if he becomes of unsound mind, or his property is declared "en desastre"

or he commits or suffers any act indicative of his insolvency;

                              (iii)      if he delivers his written resignation to the Foundation;

                              (iv)      if he ceases to be ordinarily resident in Jersey;

                              (v)        if subsequent to all Members having been provided with at least fourteen
clear days written notice of the proposed resolution he be removed by a
resolution passed by a simple majority of those present and voting at a
Meeting of the Foundation;

                  (e) in the event that the number of Members shall have fallen to four then those four
Members shall be bound to appoint at least one additional Member in accordance
with the provisions of Clause 7 hereof.

      5.         MANAGEMENT

                  (a)       The Members shall manage the affairs of the Foundation;

 

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      (b) the Chairman of the Foundation shall be chosen by the Members from amongst
their number for such period as they determine and he shall hold such office until
such period expires or until he resigns from such office;

      (c) if the appointed Chairman is unable to attend any Meeting then those Members
present may elect from their number a Chairman for the Meeting;

      (d) the Honorary Secretary of the Foundation shall be chosen by the Members from
amongst their number for such period as they shall determine and he shall hold
office until such period expires or until he resigns from such office;

      (e) the Honorary Treasurer of the Foundation shall be chosen by the Members from
amongst their number for such period as they shall determine and he shall hold
office until such period expires or until he resigns from such office;

      (f) the Members shall keep a Minute Book recording in a proper and full manner the
decisions of the Members and shall in addition keep proper books of account with
respect to:-

                  (i)        all sums of money received and expended by the Foundation and the
matters in respect of which such receipts and expenditure take place;

                   (ii)       all assets and liabilities of the Foundation;

and such Minute Book and Books of Account shall be open to inspection by any
Resident in accordance with such reasonable regulations relating to inspection as
the Members may from time to time adopt;

      (g)    the books of account shall be kept at the offices from time to time of the
Foundation and shall always be open to inspection by Members;

       (h)       the Members shall make adequate arrangements for the security and safe custody

 

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of all monies and books belonging to the Foundation;

      (i)   the Members shall cause the books to be inspected annually and annual accounts
to be produced by a qualified Accountant who shall be selected by the Members
each year at the Annual General Meeting hereinafter provided for and the
Members shall cause the books to be audited by a qualified accountant selected
by the Members in General Meeting if anyone Member makes a written request
to such effect addressed to the Treasurer.

U)              the financial year end for the Foundation shall be the 31st of December in each
year;

      (k) copies of the annual accounts of the Foundation shall be made available to all
Members;

      (1) the annual accounts shall be submitted by the Treasurer to the Annual General
Meeting for adoption;

      (m)      the Foundation shall open and maintain a current account in the name of the
Foundation with a bank established with a branch in Jersey and/or an account in
any branch of any licensed deposit taking institution in Jersey;

      (n) all funds of the Foundation shall as soon as possible after receipt be paid into the
bank accounts. Such accounts shall be under the control of the Members, who
shall from time to time provide for the method of operation but so that the
signatures of at least two Members, one of whom shall be either the Treasurer, the
Secretary or the Chairman, shall at all times be required to operate the
accounts;

      (0) Subject to the provisions of this Constitution the Members at their meeting shall
have an absolute discretion to determine the distribution policy of the Foundation
from time to time.

 

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      (p) the provision of Assistance or Facilities shall be approved by the Members at their
meetings;

      (q) the Members shall always retain in a bank account such part of the income of the
Foundation as appears appropriate for the upkeep, maintenance, improvement and
expenses of the Foundation Property including repairs, building and other
development, parochial and insular rates, taxes and general overheads including
legal and other expenses and all such and similar outgoings and expenses shall
be borne by the income of the Foundation and the Foundation Property;

      (r) the Members instead of acting personally may in respect of wholly administrative
functions hereunder and if it appears appropriate employ and payout of the funds
of the Foundation any agents whether advocates, attorneys, solicitors,
accountants, brokers, bankers, trusts, companies, estate agents, property managers
or other agents without being responsible for the default of any agent if employed
in good faith;

      (s) the Members shall have the power to payout of the income of the Foundation all
fees and expenses of whatever nature incidental to the creation of and the transfer
or conveyance of any property to the Foundation;

      (t)   any Member being an Advocate, Solicitor, Accountant or any other person
engaged in any profession or business shall be entitled to charge and be paid all
usual professional or proper charges for business transacted time expended or acts
done by him or any partner or employee of his in connection with the Foundation
including acts which a Member not being in any profession or business could
have done personally;

      (u) subject to the provisions hereof the Members may from time to time make
regulations as to their meetings and the conduct of their business and otherwise

 

 

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as to the management and administration of the Foundation.

      6.         MEETINGS

                  (a) The Members shall hold Ordinary Meetings at such times (but not less than once
in every three months) and places and for such purposes consistent with the
Objects as the Members may decide;

                  (b) there shall be an Annual General Meeting of the Foundation held within six
calendar months after the end of each financial year for the purposes of adopting
the annual accounts and appointing an accountant;

                  (c) in addition to the Ordinary Meetings held in accordance with the provisions of
sub-clause (a) of this present Clause Extraordinary General Meetings may be
convened by any two Members upon giving at least fourteen clear days notice in
writing to all the other Members of the place and time of such Meeting and of the
business to be transacted or discussed at such Meeting;

                  (d) four Members present at a Meeting shall form a quorum and each Member shall
have one vote at any Meeting. No Member shall have a second or casting vote.

In the event of the number of votes cast in favour of a proposition being equal
to the number of votes cast against the proposition the proposition shall be
deemed to have been rejected.

                  (e) the Members shall have the right to co-opt onto anyone or more of their Meetings
such other persons as they think fit. Such co-opted persons shall not have a right
to vote at Meetings and shall cease to attend Meetings upon the majority of
Members present at any Meeting so resolving.

 

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      7.         APPOINTMENT OF NEW MEMBERS

In the event of the number of Members falling to less than five in number for any reason
whatsoever the remaining Members must at the next available Meeting of the Foundation
appoint a replacement Member or Members (as appropriate) subject always to the
provisions of sub-clauses (c) and (d) of Clause 4 hereof. Additional Members may be
elected in accordance with the provisions of this Clause subject always to the limitation
that the number of Members must never exceed fifteen in number.

      8.         INDEMNITIES

                  (a) Members shall be indemnified by the Foundation for any expenses properly
incurred by them in the discharge of their duties on behalf of the Foundation;

                  (b) in the performance of their functions and duties hereunder no Member shall be
liable for any loss to the Foundation arising:-

                              (i)        in consequence of the failure, depreciation or loss of any investment or
investments made in good faith or by reason of any mistake or omission
made in good faith; or

                              (ii)       by reason of any authorised investment made honestly and in good faith
or for the negligence or fraud of any agent employed by the Foundation
or any other Member although the employment of such agent was not
strictly necessary or expedient;

                              (iii)      by reason of any mistake or omission made by any Member; or by reason
of any other matter or thing except wilful and individual fraud or
wrongdoing on the part of the Member who it is sought to make liable.

       9.         DISSOLUTION

In the event that the Objects of the Foundation can no longer be fulfilled in whole or in

 

 

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part then subject always to the provisions of the Law, the Foundation may be dissolved
by resolution of the Members passed by a simple majority of those present and voting at
an Extraordinary General Meeting specially convened for that purpose, provided that no
resolution to dissolve the Foundation shall be considered unless notice in writing setting
out the terms of the resolution and stating the place and time of such Meeting, shall have
been sent to every Member not less than fourteen clear days before the date of the

Meeting at which it is to be considered. In the event of the dissolution of the Foundation
as aforesaid the assets of the Foundation shall be applied, subject to the authority of the
Royal Court in accordance with Article 10 of the Law, to such objects, being objects
similar to the Objects of the Foundation, as the said resolution shall request.

      10.       ALTERATIONS TO CONSTITUTION

These Rules may be altered by a resolution passed by a simple majority of those present
and voting at an Extraordinary General Meeting specially convened for that purpose
provided that no such resolution shall be considered unless notice in writing setting out
the terms of the resolution and stating the place and time of the Meeting, shall have been
sent to every Member not less than fourteen clear days before the date of the Meeting at
which it is to be considered. Provided always that no alteration to these Rules shall be
effective until approved by the Royal Court of Jersey in accordance with the provisions
of the Law.

        11.        REPRESENTATION

The Chairman for the time being or failing him the Secretary of the Foundation for the
time being or failing him the Treasurer of the Foundation for the time being duly
authorised by a resolution of the Foundation shall represent the Foundation before the
Royal Court of Jersey and before all Courts and Tribunals whatsoever.

 

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      12.       SEAL

The Foundation may authenticate its acts by use of the Common Seal. The Common Seal
shall be affixed to any document in the presence of two Members duly authorised in each
and every instance by a resolution of the Foundation which two Members shall attest the
affixing of the Common Seal.