6 December 2016
Dear Sir/Madam
You are hereby summoned to attend a meeting of the Broxtowe Borough Council to
be held on Wednesday 14 December 2016 in the New Council Chamber, Town Hall,
Beeston commencing at 7:00pm.
Should you require advice on declaring an interest in any item on the agenda, please
contact the Monitoring Officer at your earliest convenience.
Yours faithfully
Chief Executive
To:
Members of the Council
AGENDA
1.
APOLOGIES FOR ABSENCE
2.
DECLARATIONS OF INTEREST
Members are requested to declare the existence and nature of any disclosable
pecuniary interest and/or other interest in any item on the agenda.
3.
MINUTES
PAGES 1 – 13
To approve as a correct record the minutes of the Council meeting held on 19
October 2016.
4.
MAYOR’S ANNOUNCEMENTS
5.
YOUTH MAYOR’S REPORT ON BROXTOWE YOUTH VOICE ACTIVITIES
6.
LEADER’S REPORT
7.
REPRESENTATION ON OUTSIDE BODIES
RECOMMENDED that the appointment of representatives on
outside bodies be as follows:
BODY/ORGANISATION
REPRESENTATIVE
Bramcote Hills Community Interest
Company – Steering Group
Councillor M E Plackett
8.
PRESENTATION OF PETITIONS
9.
PUBLIC QUESTIONS
10.
MEMBERS’ QUESTIONS
11.
MEMBERS’ SPEECHES ON WARD ISSUES
12.
QUESTIONS ON OUTSIDE BODIES
13.
NOTICE OF MOTION
13.1. The following notice of motion has been received from Councillor M
Radulovic MBE:
“This Council resolves to convey to the Prime Minister its view that eligibility
to vote in the UK should be reduced to 16 years of age.”
13.2. The following notice of motion has been received from Councillor G
Marshall:
“This Council formally asks the Secretary of State that Clause 21 in the 2016
Bus services Bill be amended to allow relevant authorities to set up their
own bus companies for the purpose of providing local needs based
services.”
14.
PROGRAMME OF MEETINGS FOR MAY 2017
TO APRIL 2018
PAGES 14 – 17
To seek approval of the Programme of Meetings for May 2017 to April 2018.
15.
ARRANGEMENTS FOR THE DISCHARGE
OF FUNCTIONS
PAGES 18 – 21
To seek approval for amendments to the arrangements for the discharge of
functions and the consequent changes to the Council’s Constitution.
16.
AMENDMENTS TO THE CONSTITUTION
PAGES 22 – 43
To agree an amendment to the Constitution regarding the delegation of
functions in relation to Liberty Leisure Ltd; to report the use of Section 32
Powers by the Chief Executive; to seek a resolution of the Council in respect
of proposed re-grading of specific employees of Liberty Leisure; to agree
changes to the Articles of Association of Liberty Leisure and to determine
the application of non-contractual benefits to Liberty Leisure employees.
17.
COMMON SEAL
The Council is asked to RESOLVE that the Common Seal be
affixed to or the Proper Officer do sign on behalf of the Council, where
appropriate, any orders, deeds or documents necessary to give effect
to any resolutions of the Council or Committees.
BROXTOWE BOROUGH COUNCIL
COUNCIL MEETING
19 OCTOBER 2016
Councillor G Harvey, Mayor
Councillors:
Also in
attendance:
D Bagshaw
S A Bagshaw
L A Ball BEM
J S Briggs
M Brown
D A Burnett
S J Carr
M J Crow
E Cubley
T A Cullen
R H Darby
J A Doddy
S Easom
D A Elliott
J C Goold
A Harper
R I Jackson
M R Kee
E Kerry
S Kerry
H G Khaled MBE
W J Longdon
G Marshall
R D MacRae
J K Marsters
J W McGrath
J M Owen
P J Owen
J C Patrick
M E Plackett
M Radulovic MBE
C H Rice
K E Rigby
R S Robinson
P D Simpson
A W G A Stockwell
S Saleem, Youth Mayor
Apologies for absence were received from Councillors E H Atherton, T P
Brindley, B C Carr, J W Handley, M Handley, L A Lally and P Lally.
26.
DECLARATIONS OF INTEREST
There were no declarations of interest.
27.
MINUTES
The minutes of the meeting held on 13 July 2016 were confirmed and
signed.
28.
MAYOR’S ANNOUNCEMENTS
The Mayor gave a résumé of his engagements since the last Council
meeting, which included his attendance at birthday parties, the Stapleford
Dog Fair, Beeston Rylands Play Day and a Tram Pulling event.
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Martin Paine, who had completed 25 years’ service with the Council, was
presented with a long service award. The Mayor congratulated Martin on
his achievement.
29.
PRESENTATION OF PETITIONS
No petitions were presented.
30.
YOUTH MAYOR’S REPORT ON BROXTOWE YOUTH VOICE ISSUES
The Youth Mayor stated that young people played an essential role in the
community and thanked the Broxtowe Borough Councillors for their
continued support for Broxtowe Youth Voice. The Youth Mayor further
stated that the forthcoming Youth Parliament meeting would receive
information on the Make Your Mark scheme, which considers issues that
are important to young people.
31.
LEADER’S REPORT
The Leader presented his report and and stated that in the three months
since the last report there had been little progress on the devolution agenda
although, at the recent Conservative Party Conference, Ministers confirmed
their commitment to devolution and the Prime Minister has also stated a
preference for directly Elected Mayor. It was reiterated that Broxtowe’s
inclusion in any devolution deal would be a decision taken by members.
There had recently been two successful prosecutions for fly tipping. A man
was fined £200, with costs to Broxtowe of £283 and a £20 surcharge by
Magistrates, for dumping two bags of rubbish in a private car park in
Dovecote Lane. He was caught by security camera. Elsewhere an
Eastwood man was ordered to pay over £500 in fines and costs after he
was convicted of rubbish dumping behind shops in the town.
Liberty Leisure, the Council’s leisure company, had launched on 1 October
and the Leader thanked the relevant officers for the work which had gone in
to launching the Company.
Proposals for new Parliamentary Boundaries had been published. Whilst
those parts of Broxtowe Borough which were currently in the Ashfield
Constituency would see no changes, the rest of the Borough would change
dramatically either by going into a new seat which would include much of
the current Nottingham South constituency or joining Hucknall and
Bilborough. The Boundary Commission’s proposals would see Broxtowe’s
residents split across three constituencies and it would be ensured that
there would be an opportunity for this Council to submit a formal response
through the Governance, Audit & Standards Committee. The Leader urged
members to make their own responses to the Boundary Commission.
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32.
PUBLIC QUESTIONS
There were no questions from members of the public.
33.
MEMBERS’ QUESTIONS
33.1 The following question had been submitted by Councillor R D MacRae for
Councillor R I Jackson:
“At the Stapleford Town Council meeting last Friday we were informed that
Broxtowe Borough Council submitted a request to Nottinghamshire County
Council for funding under this heading for Beeston Town Centre, only.
So my question is what about Stapleford and the other areas Broxtowe
Borough Council represent, why only Beeston?”
The Chair of the Policy and Performance Committee responded by stating
that the specifics and criteria of this particular set of bidding rounds meant
the Beeston Square redevelopment was the most sensible and viable
option to seek additional funding for. At the time there were no other
schemes in other town centres that fitted the relevant criteria. In due course
other funding streams or bidding rounds are likely to come available and we
will happily submit bids for other suitable schemes in other town centres if
and when relevant.
Councillor R D MacRae put a supplementary question which asked which
Committee discussed the funding request. The Chair responded that the
timetable did not allow for consideration by a Committee.
33.2 The following question had been submitted by Councillor S J Carr for
Councillor R I Jackson:
"After the recent announcement by Amber Rudd, the Home Secretary, will
this Council provide information to the Government with regards to the
nationality of our employees, even if providing such information
contravenes Data Protection legislation?"
The Chair of the Policy and Performance Committee responded by stating
that as yet it was unknown what form the request would take. Should the
request require provision of aggregated data, for example, a list of
nationalities and the number of employees of each nationality then this
would not breach the Data Protection Act.
33.3 The following question had been submitted by Councillor W J Longdon for
Councillor S Easom:
“What provision has been made for the safety of walkers as regards the use
of mountain bikes in Hemlock woods?”
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The Chair of the Leisure, Parks and Cemeteries Committee responded by
stating that on 6 September 2016 members of the Leisure Committee
approved the leisure activity of mountain biking at Hemlock Stone Open
Space. Members approved that the activity can take place within a defined
area within the site.
Following the meeting, the Chair, together with Councillor R D MacRae and
Council Officers, met with two members of the mountain bike group to
discuss the recommendation in the report and to walk the site to be used.
The meeting was positive and included discussion of the use of the site by
walkers and dog walkers. The mountain bikers fully understood that the site
is a shared use facility and they do not have exclusive use.
To ensure the safety of all site users, in particular walkers, the public rights
of way which run throughout the site do not enter the area designated for
off-track cycling. There is a safe route around the site ensuring walkers
would not come into contact with mountain biking. Additionally, the
designated area was specifically designed with walker safety in mind as the
section allocated for off-track biking encompasses the hillier part of
Hemlock Stone Open Space, which is potentially less attractive for walkers
but more conducive to mountain biking.
Once the site has been established, Council Officers will undertake monthly
inspections to ensure that the Code of Conduct is being adhered to. Where
incidents which contravene the Code are identified, or where issues are
reported by other site users, these will be logged and the appropriate
remedial action would be undertaken by the Council.
A condition of the permission for mountain biking was that the activity would
be reviewed in twelve months. In due course a further report would be
submitted to members for consideration on whether the activity is permitted
over the longer period.
33.4 The following question had been submitted by Councillor E Cubley for
Councillor P D Simpson:
“Following the closure of the Cash Offices six months ago, what effect has
this had on the Council's cash collection balances?”
The Chair of the Finance and Resources Committee responded by stating
that in the first six months of the financial year there had been a major shift
towards automated payment methods which represented the most cost
effective and secure means of making payment.
In September 2015, just 7% of payments were made using the Automated
Telephone Payment line, while 17% of payments were made on line. This
September, 21% of payments were made using the automated payments
system and 36% were made on line. Additionally, there has been a huge
increase in direct debits and bank standing orders. Over 70% of Council
Tax payers now pay by Direct Debit, which was 6% up on this time last
year, while there has been a 41% increase in the number of Council
tenants paying by Bank Standing Orders.
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Statistics produced by the Society of Information Managers suggested that
every face-to-face contact costs £8.15 compared to £2.59 for a telephone
contact and 9 pence for online or automated telephone payment. On this
basis the Council has fully achieved the proposed annual savings of around
£139,000.
Following the initial change in April and May there were some adjustments
needed by the public. For example business rates income fell by 1.65%
compared to last April but were slowly recovering, while the Council tax
collection rate has fallen by 0.4%. However, the change to direct debits
means that many now pay over 12 months rather than 10 months so the full
impact would not be known until the end of the year. The underlying data
showed that the Council was on track to achieve the previous year’s
income recovery rate by that stage.
No formal complaints had been made about the closure of the cash offices
and that for the very few who identified problems in making payments all of
the cases, to the Chair’s knowledge, had been satisfactorily resolved. The
Chair did not know of a single remaining instance where a member of the
public was not able to make the payments to the Council that they need to
make in a much more secure, efficient and cost-effective way than before.
Garden Waste collection income is up by £29,000 compared to last year,
despite the fact that in the first year of the scheme 44% of all payments for
the bins were taken in cash at the cash offices.
33.5 The following question had been submitted by Councillor S Kerry for
Councillor E Kerry:
“Would the Chairman of the Housing Committee give the Council any
feedback regarding the Tenants and Leaseholder Matters Children’s
Competition to design a cake for the Queen’s 90th birthday?”
The Chair of the Housing Committee responded by stating that in this
year’s summer edition of the Tenants and Leaseholder Matters Newsletter,
also distributed to all members, children aged 15 and under were invited to
enter a competition to design a cake for the Queen in celebration of Her
Majesty’s 90th Birthday.
Tammy Young, aged 15, from Stapleford was chosen as the winner for her
creativity, and was presented with a certificate, a £25 Love2Shop voucher
and a mug featuring her winning design.
As extra recognition for Tammy’s hard work and efforts, a letter addressed
to Her Majesty was sent on 6 September 2016 to the Lady-in-Waiting at
Buckingham Palace, including a statement about the entry, with a copy of
the design enclosed. The Lady-in-Waiting responded in writing on 4
October 2016, stating that The Queen wished to thank Tammy for her
splendid piece of work. Tammy Young was due to be presented with the
letter.
The Council has competitions such as these to try and encourage tenants
to read the Tenant and Leaseholder Matters, which is a key method of
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engaging with tenants regarding the plans and progress being made
towards delivering the ambitions and expected outcomes that Councillors
agreed when unanimously approving the Housing Strategy.
33.6 The following question had been submitted by Councillor J M Owen for
Councillor M R Kee:
“Can the Chair of Environment and Community Safety Committee give the
Council some assurances about the implementation of the Public Space
Protection Order in Eastwood South and an update as to its progress?”
The Chair of the Housing Committee responded by stating that the Public
Space Protection Order had now been successfully implemented in
Eastwood South and 21 signs had been erected to inform residents when
they enter the ‘zone’ which is covered by the order. A copy of the order has
been distributed by the Legal Department in order for any breaches of
advertising on the bridge to be enforced. The police had been involved at
every step of the process.
Councillor J M Owen put a supplementary question which asked whether
the Chair was aware of any subsequent flyposting in the area, to which the
Chair responded that any such advertising would be a breach of the order.
33.7 The following question had been submitted by Councillor D A Elliott for
Councillor R I Jackson:
“There are three significant Beeston developments due to take place within
an approximate one square mile radius – Phase 2 Town Centre Works;
Beeston Business Park site and the Boots site. Given residents’ recent
experiences with the tram works, can we be assured that simultaneous
works on three sites will not bring Beeston to a standstill?”
The Chair of the Policy and Performance Committee responded by stating
that there was a small chance that the Boots and Beeston Business Park
developments would overlap as the Boots development, with regard to the
access road, was underway. The Boots road would also add extra road
capacity to the network which, in due course, would enable another access
into the Beeston Rylands Area. The other two developments were located
at different areas of Beeston and were unlikely to be constructed
simultaneously.
Councillor D A Elliott put a supplementary question which asked whether
the Council had an integrated strategy around development for the area
with regard to transport, housing, jobs and growth. The Leader responded
that a lot of work was taking place behind the scenes and there was
encouragement that an amended plan had come forward. It was further
stated that the development differed to the construction with the tram as the
project should not be as disruptive.
33.8 The following question had been submitted by Councillor G Marshall for
Councillor R I Jackson:
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“During the last meeting of the Beeston Town Centre Advisory Committee
we were informed the original appointed consultants’ involvement and
advice had been shelved and that Broxtowe had appointed a new
consultant to advise on the development. I would therefore request the
following:
• Details of the amount spent with consultants.
• An outline of the abortive and/or non-advice that was provided.
• Details of the commission and contract fees that the new consultants
will cost with specific reference to point 2.
• Advice and outline of the terms of their appointment.”
The Chair of the Policy and Performance Committee responded by stating
that it was incorrect to say that the original paid consultants work had been
shelved. Arcadis, supported by Anthony Collins Solicitors, had produced a
comprehensive consultation and soft market testing report in January 2016.
This was reported to the Beeston Town Centre Advisory Committee on 16
February 2016 and to the Policy and Performance Committee on 18 May
2016. The consultants also produced a procurement options paper which
would be used during the process.
Neither set of reports contained abortive work or data. However, there may
have been some confusion with statements made at one early Committee
by an unpaid consultant who perhaps gave the impression that bringing a
cinema to Beeston was a matter of sifting out the competition rather than a
matter that would require considerable cross-subsidy and may not be
deliverable. The paid consultants have always advised that bringing a
cinema to Beeston could be difficult and that a fall-back position may be
necessary.
The cost of the advice provided by Arcadis and Anthony Collins solicitors,
plus some minor preparatory site works, was £103,654 as reported to the
Policy and Performance Committee on 18 May 2016. The consultants’ part
of this total was £101,352, which included the public consultation exercise
which involved interviewing 616 residents, visitors, non-visitors and
students.
The Beeston Town Centre Advisory Committee held on 3 December 2015
and Cabinet on 15 December 2015 were advised to expect total
consultants fees in the range £400,000 to £450,000. In round figures this
would imply further expenditure on consultants’ fees in the range £300,000
to £350,000 which allowed for the expenditure already incurred.
Consequently, Policy and Performance Committee on 18 May 2016
approved a further budget of £325,000 and delegated to Chief Officers the
appointment of further consultants.
Arcadis chose not to participate in the ensuing consultant selection which
was procured via an HCA project management framework over a period of
several months. The winning consultant consortium was appointed in July
2016 and was led by Beeston-based Faithful & Gould. The estimated value
of the contract at this stage was £271,206 plus legal services costs. The
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actual cost may vary, dependent on how many options the consortium may
be asked to consider, model and provide legal advice on.
For example, should the Council decide to sell the site, although there were
no plans to do so, costs would be minimal. However, should the Council
decide to set up a Special Purpose Vehicle to deliver a scheme directly, or
in a joint consortium with private sector partners, then costs could be much
higher.
As new consultants have been appointed, and because there was no
continuity of consultant personnel, there would be a small element of
having to bring them fully up to speed. However, the actual cost of this is
very difficult to quantify, especially as the winning consortium had to
undertake much of this work at their cost and risk as part of the tendering
process. The new consultants have full access to all the work previously
undertaken.
Work that the new consultants may be required to undertake included
spatial options analysis and development appraisals, formal soft market
testing, procurement and delivery strategy, choosing the procurement
process and produce procurement documentation, the procurement
process and contractual finalisation.
Councillor G Marshall put a supplementary question which asked whether
the Council was still committed to an ambitious, rather than convenient,
development. The Leader responded that the Council needed an ambitious
vision although there was a need to spend public money wisely. The
leading group was grateful for cross-party support on the funding of
consultants and it was important that they should be advised by councillors
as to a direction. Residents would need to be informed of key milestones
through a communication plan. The Square would be an income stream for
the next generation.
33.9 The following question had been submitted by Councillor D Bagshaw for
Councillor A Harper:
“During the recent Core Strategy process and public examination, Broxtowe
was required to provide 34,000 square metres of office/warehouse space in
order to continue to provide growth and jobs. Does the Chair of the Jobs
and Economy Committee agree with me, particularly in respect of the north
of the Borough where there is an urgent need to provide jobs, that if we
were to lose major employment opportunities it would be massively
detrimental to the long term economic future of Eastwood residents?”
The Chair of the Jobs and Economy Committee responded by stating that
Broxtowe does not want to lose any major employer in any location due to
the impact on the respective locality. The Council was undertaking a
Borough wide employment assessment of current employment premises
and assessing the quality thereof. The Council was also contacting all of
the industrial areas and key employers across the Borough to understand
their aspirations and constraints and work with them. This should, in time,
lead to a greater understanding of the requirements of the main companies
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and enable the Council to work with them more closely to retain existing
jobs and create new ones.
Councillor D Bagshaw put a supplementary question which asked whether
the Chair agreed that the Council should work positively with the north of
the Borough as the allocation of new sites will shape its future. The Chair
responded that the Jobs and Economy Committee will be positive in its
outlook.
33.10 The following question had been submitted by Councillor S A Bagshaw for
Councillor P D Simpson:
“Will the Chair of the Finance and Resources Committee give details of the
local government financial settlement, in light of the new government’s
settlement, that previous financial policy has failed? What measures and
what initiatives has he pursued to ensure Broxtowe receives a full and fair
settlement and what assurances can he give to staff and to the public that
he will not be further cutting jobs and vital services?”
The Chair of the Finance and Resources Committee responded by stating
that on 3 October 2016 the Chancellor announced that the original target to
recover the budget deficit by 2020 would be scrapped. A new approach
would mean that the Chancellor was expected to make announcements
regarding investments in infrastructure in the Autumn Statement, due on 23
November. However his speech to the party conference did not address
public services and there is no indication that a new settlement for local
government was forthcoming.
On October 14 2016 the Council accepted the four year settlement offer
made during the 2015 budget speech which gave the Council certainty of
funding. Officers had also fully participated in feedback workshops relating
to the proposals around 100% retention of business rates and further
information would be provided on that once the Government’s proposals
had been developed.
As reported to the Finance and Resources Committee on 23 May, last year
the Council achieved £829,000 in year-on-year budget reductions and
plans had been established for a further £728,000 in efficiencies and
entrepreneurial approaches such as the creation of Liberty Leisure and the
purchase of Beeston Square. Despite this, the accelerated reduction in
Revenue Support Grant announced last year means that approximately
£600,000 had to be found in further reductions in recurring costs if the
Council is to set a fully-balanced budget over the lifetime of the Medium
Term Financial Strategy. A report on plans to make up the deficit through
the budget-setting process would be outlined at the Policy and Performance
Committee on 16 November 2016.
Councillor S A Bagshaw put a supplementary question which asked
whether the Chair would consider the item at a future meeting of the
Finance and Resources Committee, to which the Chair responded that it
would.
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33.11 The following question had been submitted by Councillor J C Patrick for
Councillor E Kerry:
“Is the Chair like myself concerned at the lack of Council housing and
affordable housing to meet the demands placed upon the service?
Perhaps he could outline his new initiatives to bring new build and to
increase the opportunities for young and old people alike to access
affordable housing?”
In response, the Chair of the Housing Committee stated that his thoughts
on this Council’s new homes building performance and the Core Strategy
had been previously stated at Council, but during the last five years there
had been 196 affordable houses built in Broxtowe. This was significantly
less than the target set out in the Strategy. Broken down yearly between
2011-2012 and 2015-2106 the totals were 32, 13, 56, 55 and 23.
In 2016-2017, 17 had been completed so far. However, this low number
was not entirely to do with a lack of planning permissions granted. Over
recent years there had been a year on year increase in new permission
granted for new homes with the Council working hard to ensure that the
optimum number of affordable homes was provided as part of applications
for new market housing. It was reported in the last SHLAA that planning
permissions were in place for over 600 homes with a further 1,200 with
resolutions to grant permissions subject to S106 agreements.
One of the key themes of the Housing Strategy is ‘Developing homes to
meet the needs of our residents’. During this year a Housing Needs
Assessment will be completed which will increase our understanding of the
requirements of all our residents, including the young and old residents of
the Borough.
The Council remained a proactive partner in building new affordable homes
with a house building programme undertaken during years when very few
market homes were being built. The administration also used every means
it has to promote building, including the use of compulsory purchase, to
bring developments to fruition.
The new Housing Company will present significantly increased flexibility
and it was hoped that this Council will give its full support to it.
In the planning process, Broxtowe Housing worked with developers
regarding the need for affordable housing, including early discussions to
advise on the types of housing required across the Borough. The Council is
also building positive relationships with registered providers who had not
previously developed in Broxtowe. Futures Housing Group had recently
submitted planning applications to build new affordable homes in Eastwood
– Great Northern Road, Walker Street (Old Victory Club) and land to rear of
55 Church Street – 29 units in total. The organisation is a social landlord
with a good reputation which had also worked positively in Amber Valley
and Erewash.
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The Council was also developing new and innovative initiatives in order to
increase house building in the Borough. This included modular building,
and discussions continued with a possible supplier of this type of build.
The Council was well prepared to understand the challenges of changing
housing demand in Broxtowe and will support the Government’s target to
build an extra 1 million homes by 2020, and would look forward to hearing
about the availability of any low cost funding, which may be announced in
the Autumn Statement.
Councillor J C Patrick put a supplementary question which asked whether
the Chair agreed that the Council should offer decent homes for all. The
Chair of the Committee concurred that importance should be placed on
homes rather than houses.
33.12 The following question had been submitted by Councillor M Radulovic MBE
for Councillor M R Kee:
“Could the Chair outline the crime statistics and crime trends for Eastwood
during the last twelve months?”
The Chair of the Environment and Community Safety Committee
responded by stating that it was necessary to treat crime statistics with
caution as there was no longer a crime analyst in post. The importance of
an audit taking place within the police to categorise sexual offences was
noted. The statistics for Eastwood were encouraging in the reduction in all
crimes category. Violence with injury had fallen markedly and burglary was
the only category which had shown an increase. A huge amount of work
had been undertaken as a Partnership Plus area.
Councillor M Radulovic MBE put a supplementary question which asked
whether the Chair would put forward a management report to insist that
crime reporting is undertaken in a professional manner in order for statistics
to be properly analysed. The Chair of the Committee stated that the
statistics did not reflect the perception of crime and the police were working
on a new system. The crime pre-initiatives were having an effect and
representation would be made as the Community Safety Partnership had
been strong at pushing the Police and Crime Commissioner for better
statistics.
33.13 The following question had been submitted by Councillor T A Cullen for
Councillor A Harper:
“Can you please give an update on the developments at Beeston Business
Park and the Boots development site?”
The Chair of the Jobs and Economy Committee responded by stating that
both developments have had a resolution to grant planning permission
subject to a Section 106 agreement. There were no outstanding matters of
disagreement between Broxtowe and the applicants for both schemes. In
respect of Boots, detailed permission was in place for the access road
which was under construction. Discussions were taking place regarding the
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details of the Section 106 agreement which related to transport issues. In
relation to Beeston Business Park, Planning Committee had resolved to
grant permission for an amended scheme in October 2016 subject to the
agreement having made adequate provision for community facilities to
serve Beeston Rylands. Discussions were on going to secure this.
In terms of education contributions the draft Section 106 agreement made
provision for school expansion land in relation to Beeston Business Park
which was sufficient to cater for children living in both developments and, at
the request of the County Council, Broxtowe’s Cabinet approved an
increased education contribution to the County in respect of the Boots
application.
Councillor T A Cullen put a supplementary question which asked whether
cohesive scrutiny discussions were taking place to consider employment
and housing needs. The Chair responded that the Jobs and Economy
Committee would look into ensuring that the allocation of housing and
residents was suitable. It was further stated that the concerns raised were
shared by the Chair and members would be kept informed of
developments.
34.
MEMBERS’ SPEECHES ON WARD ISSUES
34.1 Councillor P J Owen updated members on issues in Nuthall East and
Strelley.
34.2 Councillor M R Kee updated members on issues in Toton and Chilwell
Meadows.
35.
QUESTIONS ON OUTSIDE BODIES
There were no speeches on ward issues.
36.
AMENDMENTS TO THE CONSTITUTION
At its meeting on 27 April 2016 Council resolved to adopt major changes to
the Constitution which would enable the Council to move to a committee
system of governance and to cease operating a Leader/Cabinet system.
Members considered proposed amendments which had come to light
through operating the Constitution and would serve to make the document
more efficient, enabling members and officers to carry out their duties in a
more productive manner.
An amendment was moved by Councillor R I Jackson and seconded by
Councillor M J Crow that the responsibilities for elections be considered by
the Governance, Audit and Standards Committee rather that the
Environment and Community Safety Committee, in addition to enabling
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Committee meeting dates to be agreed at Council meetings other than
annual Council.
Councillors debated the motion and raised concerns over reporting
procedures, public involvement in Council meetings, the Scheme of
Delegation and opportunities for scrutiny within the committee system. It
was stated that members would be able to debate these issues further at a
future Council meeting.
On being put to the meeting the amendment was carried.
RESOLVED that the amendments to the Constitution presented
to the meeting, in addition to the further amendments stated above, be
approved.
37.
COMMON SEAL
RESOLVED that the Common Seal be affixed to or the Proper
Officer do sign on behalf of the Council, where appropriate, any
orders, deeds or documents necessary to give effect to any
resolutions of the Council or Committees.
13
COUNCIL
14 December 2016
Report of the Director of Legal and Planning Services
PROGRAMME OF MEETINGS FOR MAY 2017 TO APRIL 2018
1.
Purpose of report
To seek approval of the Programme of Meetings for May 2017 to April 2018.
2.
Detail
The proposed Programme of Meetings is shown in the appendix. In addition,
intermediate Planning Committee meetings may be called to meet statutory
timescales for planning decisions. Alcohol and Entertainment and Licensing and
Appeals Committee meetings will be interchangeable and called as necessary to
deal with the business available. The dates for the Bramcote Bereavement
Services Joint Committee are agreed by that Committee.
In accordance with the Member Development Charter criteria the programme
takes account of cultural and faith commitments and has been composed so as
to avoid collision with any significant dates.
3.
Further information
Consideration has been given to the requirements of the committee system
including the timing of Finance and Resources Committee meetings to approve
the relevant budget reports from other committees. Furthermore, Council
meetings have been placed at the end of cycles to enable members to include
reference to the decisions of preceding committees in relation to Members’
Questions.
Further to the report to Cabinet dated 13 October 2015, it should be noted that
school holidays have been taken into account at the request of members.
Recommendation
Council is asked to RESOLVE that the Programme of Meetings for May 2017 to
April 2018, as set out in the appendix, be approved.
Background papers
Nil
14
COUNCIL
14 December 2016
APPENDIX
Meeting dates for May 2017 to April 2018
Date
Meeting
4 May 2017
Nottinghamshire County Council Election
17 May 2017
Council
23 May 2017
Housing Performance Group
24 May 2017
Planning Committee
6 June 2017
Housing Committee
8 June 2017
Jobs and Economy Committee
13 June 2017
Licensing and Appeals Committee
14 June 2017
Leisure, Parks and Cemeteries Committee
15 June 2017
Local Joint Consultative Committee
20 June 2017
Alcohol and Entertainments Committee
21 June 2017
Planning Committee
22 June 2017
Bramcote Bereavement Joint Committee*
26 June 2017
Governance, Audit and Standards Committee
29 June 2017
Environment and Community Safety Committee
4 July 2017
Policy and Performance Committee
12 July 2017
Planning Committee
13 July 2017
Finance and Resources Committee
19 July 2017
Council
27 July 2017
Annual Borough Parish Meeting
7 September 2017
Local Joint Consultative Committee
12 September 2017
Alcohol and Entertainments Committee
13 September 2017
Planning Committee
14 September 2017
Jobs and Economy Committee
19 September 2017
Housing Committee
21 September 2017
Environment and Community Safety Committee
25 September 2017
Governance, Audit and Standards Committee
26 September 2017
Licensing and Appeals Committee
27 September 2017
Leisure, Parks and Cemeteries Committee
3 October 2017
Policy and Performance Committee
15
COUNCIL
14 December 2016
Date
Meeting
11 October 2017
Planning Committee
12 October 2017
Finance and Resources Committee
18 October 2017
Council
31 October 2017
Housing Committee
2 November 2017
Jobs and Economy Committee
8 November 2017
Planning Committee
9 November 2017
Environment and Community Safety Committee
15 November 2017
Leisure, Parks and Cemeteries Committee
21 November 2017
Policy and Performance Committee
28 November 2017
Alcohol and Entertainments Committee
30 November 2017
Finance and Resources Committee
4 December 2017
Governance, Audit and Standards Committee
5 December 2017
Housing Performance Group
6 December 2017
Planning Committee
13 December 2017
Council
8 January 2018
Finance and Resources Committee
9 January 2018
Planning Committee
16 January 2018
Licensing and Appeals Committee
17 January 2018
Housing Committee
18 January 2018
Environment and Community Safety Committee
24 January 2018
Leisure, Parks and Cemeteries Committee
25 January 2018
Jobs and Economy Committee
31 January 2018
Council
6 February 2018
Policy and Performance Committee
13 February 2018
Planning Committee
15 February 2018
Finance and Resource Committee
20 February 2018
Alcohol and Entertainments Committee
28 February 2018
Council
8 March 2018
Local Joint Consultative Committee
13 March 2018
Housing Committee
15 March 2018
Jobs and Economy Committee
21 March 2018
Planning Committee
16
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14 December 2016
Date
Meeting
22 March 2018
Environment and Community Safety Committee
26 March 2018
Governance, Audit and Standards Committee
28 March 2018
Leisure, Parks and Cemeteries Committee
17 April 2018
Policy and Performance Committee
18 April 2018
Planning Committee
24 April 2018
Licensing and Appeals Committee
26 April 2018
Finance and Resources Committee
*Date approved by the Bramcote Bereavement Services Joint Committee.
17
COUNCIL
14 December 2016
Report of the Chief Executive
ARRANGEMENTS FOR THE DISCHARGE OF FUNCTIONS
1.
Purpose of report
To seek approval for amendments to the arrangements for the discharge of
functions and the consequent changes to the Council’s Constitution.
2.
Detail
Councillor M R Kee has informed the Leader of her wish to resign as Chair of
the Environment and Community Safety Committee. It is therefore necessary
for Council to appoint a new Chair and, depending on the appointment, a new
Vice Chair.
Members may wish to use the opportunity to amend the responsibilities of the
committees. The Environment and Community Safety Committee’s terms of
reference were amended at the Council meeting on 19 October 2016 in order
for responsibilities for elections to be transferred to the Governance, Audit and
Standards Committee. Further amendments are proposed to transfer
responsibility for the environment to the current Leisure, Parks and Cemeteries
Committee and to be renamed the Leisure and Environment Committee.
Moreover, this will enable the Council to have a specific Community Safety
Committee which will focus on public protection issues.
3.
Further information
Any amendments will necessitate changes to the Constitution. These are
included in the appendix, with passages to be removed struck through, and
those to be added in bold.
Recommendation
Council is asked to:
1.
NOTE the resignation of the Chair of the Environment and Community
Safety Committee.
2.
RESOLVE that the Environment and Community Safety Committee’s
responsibilities for Environment be transferred to the Leisure, Parks and
Cemeteries Committee.
3.
RESOLVE that the relevant Committees be renamed as the Community
Safety Committee and the Leisure and Environment Committee and the
Programme of Meetings be amended accordingly.
4.
RESOLVE to appoint of the Chair and Vice Chair of the Community
Safety Committee, and to any other Committees as necessary, in
accordance with the powers set out in the Local Government Act 2000.
5.
RESOLVE that the consequential amendments to the Constitution be
approved.
Background papers
Nil
18
COUNCIL
14 December 2016
APPENDIX
ENVIRONMENT AND COMMUNITY SAFETY COMMITTEE
1.1 To develop, adopt and implement any other policy (other than those policy
documents reserved to the full Council or within the remit of any committee) and
without prejudice to the generality of the foregoing to develop, adopt and
implement:
i. management and recycling arrangements and policies.
ii. policies in respect of street cleansing and the removal of litter.
iii. policies regarding transport, save those functions in respect of hackney
carriage and private hire vehicles delegated to the Licensing and Appeals
Committee.
iv. policies regarding energy.
v. policies in respect of stray dogs.
vi. contaminated land strategy.
vii. Energy Conservation Strategy.
viii. the Waste management strategy.
ix. And other such strategies as the Committee may from time to time decide
should be adopted
x. ASB Strategy
xi. Community Safety policies
xii. Safeguarding policies
xiii. LSP strategies and policies
xiv. Public protection strategies
xv. Strategies and policies arising from the Anti-Social Behaviour, Crime and
Policing Act 2014
xvi. Policies under the Scrap Metal Dealers Act 2013
1.2 To authorise applications for and amendments to waste transfer stations.
1.3 To authorise applications for vehicle operator’s licences required for the Council’s
business; to authorise objections to vehicle operator licence applications made by
third parties.
1.4 To determine enforcement under the Sunday Trading Act 1994
1.5 To approve in principle events taking place in parks, open spaces and recreation
grounds owned or managed by the Council.
1.6 Functions under the Environmental Protection Act 1990.
1.7 To determine all issues relating to environmental improvements.
1.8 To determine all issues relating to community safety and crime reduction.
1.9 To develop, monitor and implement the Sustainable Community Strategy and
associated documents.
1.10 Consider ways of achieving reductions in ongoing financial commitments through
a review of essential and desirable services and service levels.
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14 December 2016
1.11 Identify opportunities for future income generation and cost savings.
1.12 Examine further procurement and collaborative working opportunities with the
private sector and other local authorities.
1.13 To determine attendance of members at conferences.
1.14 To determine responses on behalf of the Council to any government, local
authority or other consultation on matters within the remit of the Committee.
1.15 To receive reports in relation to Nottinghamshire Police and Crime Panel.
1.16 To receive the minutes of the South Nottinghamshire Community Safety
Partnership.
1.17 To receive the minutes of the Energy Efficiency Working Group.
1.18 To provide strategic direction to any delivery body established by the Council to
fulfil the purposes over which the Committee has responsibility.
1.19 To approve the letting of contracts to third parties where the value of the contract
exceeds delegation limits as set out in procurement standing orders. (where
within budget).
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14 December 2016
LEISURE, PARKS AND CEMETERIES AND ENVIRONMENT COMMITTEE
1.1 To determine policies to promote artistic, sporting and cultural activities within
the Borough.
1.2 To develop, adopt and implement any other policy (other than those policy
documents reserved to the full Council or within the remit of any Committee)
and without prejudice to the generality of the foregoing to develop, adopt and
implement:
i. To determine policies for the management of all buildings and lands held for
leisure purposes including leisure centres and museums.
ii. equalities strategy.
iii. the Arts and Events and Leisure strategies.
iv. policies for car parking, allotments and cemeteries.
v. management and recycling arrangements and policies.
vi. policies in respect of street cleansing and the removal of litter.
vii. policies regarding energy.
viii. Energy Conservation Strategy.
ix. Waste Management Strategy.
1.3 To organise and implement twinning and friendship activities.
1.4 To provide strategic direction to any delivery body established by the Council to
fulfil the purposes over which the Committee has responsibility.
1.5 To approve the letting of contracts to third parties where the value of the
contract exceeds delegation limits as set out in procurement standing orders.
(where within budget).
1.6 To determine attendance of members at conferences.
1.7 To authorise applications for and amendments to waste transfer stations.
1.8 To approve in principle events taking place in parks, open spaces and
recreation grounds owned or managed by the Council.
1.9 Functions under the Environmental Protection Act 1990.
1.10 To determine all issues relating to environmental improvements.
1.11 To receive the minutes of the Energy Efficiency Working Group.
1.12 Identify opportunities for future income generation and cost savings.
1.13 Examine further procurement and collaborative working opportunities with the
private sector and other local authorities.
21
COUNCIL
14 December 2016
Report of the Director of Legal and Planning Services
AMENDMENTS TO THE CONSTITUTION
1. Purpose of report
To agree an amendment to the Constitution regarding the delegation of functions in
relation to Liberty Leisure Ltd; to report the use of Section 32 Powers by the Chief
Executive; to seek a resolution of the Council in respect of proposed re-grading of
specific employees of Liberty Leisure; to agree changes to the Articles of
Association of Liberty Leisure and to determine the application of non-contractual
benefits to Liberty Leisure employees.
2. Background
On 1 October 2016 Liberty Leisure Limited became a wholly owned company of
Broxtowe Borough Council. The Articles of Association of the company restrict the
company from making any changes to its staff establishment without prior approval
of the Council meeting in full. In order to facilitate day to day operations, delegation
is needed to a committee of the Council or to an officer of the Council to discharge
the duties on the Council’s behalf. The proposed delegation is at appendix 1.
Prior to the transfer of Leisure Services responsibilities to Liberty Leisure, some
specific operational changes were made relating to the appointment of staff and
external trainers to existing posts. In order to enable these appointments to be
completed, the Chief Executive exercised urgency powers pending the Council’s
agreement to the changes to delegation proposed above. The urgency powers
reports are summarised at appendix 2. In addition, at a Board meeting of 28
September 2016 the Directors of Liberty Leisure reviewed proposed re-gradings to
two posts and the evaluation of one new post. The circumstances are set out at
appendix 3.
Subsequent to the transfer of staff to Liberty Leisure it was identified that further
additions to the Articles of Association are required by Companies House. These
are described at appendix 4.
Liberty Leisure staff have enquired about access to non-contractual benefits that
are available to Council employees, specifically in relation to low-interest rate car
loans. The Transfer of Employment Agreement relates only to obligations set out in
the contracts of employment. However the Council has the discretion to determine
whether non-contractual benefits should also be made available to Liberty Leisure
staff. The proposed benefits are described in appendix 5.
Recommendations
Council is asked to RESOLVE that:
1. The scheme of delegation be amended.
2. The exercise of Section 32 powers be approved.
3. The re-grading of specific posts identified in the report be approved.
4. Revised Articles of Association are approved.
5. Non-contractual benefits are afforded to Liberty Leisure employees on the
same basis as employees of the Council.
Background papers: Nil
22
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14 December 2016
APPENDIX 1
Scheme of Delegation
Under Liberty Leisure Ltd’s Articles of Association (article 7.1) the company requires the
“prior written consent of all the Members” before “Employing any person and setting or
amending the terms applicable to any employee or dismissing any employee.’ (article
7.1.16).
In order to facilitate day-to-day business of the company a scheme of operation is
required which enables operational decision-making to take place without recourse to
Full Council in all instances. It is proposed that delegated powers are provided to the
Chief Executive to operate such a scheme relating to the employment of staff with the
exception of the appointments of, changes to the terms and conditions of, and dismissal
of Company Directors, which will remain a matter for Members of the Council.
It is also necessary to provide for circumstances in which the Board of Directors of the
company ceases to be quorate (i.e. only one Director is available) for an extended
period of time.
Proposed amendments to the Council’s Scheme of Delegation are provided below
which will enable the above matters to be resolved.
Chief Executive
i)
to agree changes proposed by Liberty Leisure Ltd in respect of employing
any person and setting or amending the terms applicable to any employee
or dismissing any employee, subject to such decisions being within the
overall financial limits of the Liberty Leisure Business Plan, excluding the
appointment of, amendment to the terms and conditions of, and dismissal
of the Managing Director or other Directors of the Company.
j)
to appoint, in consultation with the Leader of the Council, and other
recognised group leaders, an Interim Director of Liberty Leisure Ltd in the
event that the Board of Liberty Leisure Ltd becomes inquorate, until such a
time as a permanent appointment can be approved by the Council.
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14 December 2016
APPENDIX 2
Exercise of urgency powers by the Chief Executive
Prior to the establishment of Liberty Leisure on 1 October 2016, Council officers made
appointments to specific posts. Under the company’s Articles of Association (article 7.1)
the company requires the “prior written consent of all the Members” before “Employing
any person and setting or amending the terms applicable to any employee or dismissing
any employee.’ (article 7.1.16).
Appendix 1 to this report seeks delegated powers for such operational matters to be
dealt with under the authority of the Chief Executive. Pending the Council’s decision
regarding such delegation, urgency powers under Section 32 of the Council’s
constitution were exercised by the Chief Executive to:
Allow Liberty Leisure to be able to make day-to-day employment decisions to ensure
that the Company is able to operate effectively and to progress the backlog of
employment decisions that have been placed on hold as a result of the Company’s
Articles of Association. The criteria for such decisions should be:
•
•
•
•
Like for like replacements of part time and full time positions
Appointment of relief and coaching positions
Change of contracted hours within existing established hours
Ability to dismiss in line with existing HR policies
In addition, urgency powers were exercised by the Chief Executive to enable the
appointment of an interim Managing Director. This was required to enable the company
to continue its business at the present time.
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14 December 2016
APPENDIX 3
Job Evaluation of Liberty Leisure posts
On 28 September 2016 the Board of Liberty Leisure considered proposals for one new
post and for changes to terms and conditions for two existing posts. A review of the
three posts was undertaken by the Council’s HR officers and evaluated under the
Council’s Job Evaluation scheme. The results of the evaluations were reported to the
Liberty Leisure Board and the minutes of the Board meeting were forwarded to the
Council’s General Management team for consideration.
Under the company’s Articles of Association (article 7.1) the company requires the
“prior written consent of all the Members” before “Employing any person and setting or
amending the terms applicable to any employee or dismissing any employee.’ (article
7.1.16).The following grades were proposed:
•
•
•
Business Development Officer – new post, Grade 8
Memberships and Direct Debit Administrator – retitle and re-grade from grade 3
to grade 4
Business Development Manager/Company Secretary – retitle and re-grade from
grade 10 to grade 13
Council is asked to approve the proposed re-gradings and the grade proposed for the
new post.
Assuming a start date of 1 October 2016, the additional costs of the re-gradings are as
follows:
Business Development Manager and Company
Secretary
Memberships and Direct Debit Administrator
Employer’s On Costs (at 29.2%)
Total costs
2016/17
£
Grade Maximum
£
3,202
7,471
214
3,416
997
4,413
1,717
9,188
2,683
11,871
Assuming a start date of 1 February 2017, the cost of the new post is as follows:
2016/17
£
4,096
1,196
5,292
Business Development Officer
Employer’s On Costs (at 29.2%)
Total costs
Grade Maximum
£
26,021
7,598
33,619
All costs can be met within the Liberty Leisure Business Plan previously approved.
25
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14 December 2016
APPENDIX 4
Changes to Articles of Association
Under Companies Act regulations, Model Articles of Association are available to be
adopted by Companies. The Liberty Leisure Articles of Association adopt these Model
Articles at Article 1.7. Article 1.8 excludes specific Model Articles that are deemed not to
apply.
Two of the Model Articles need to be amended to reflect the governance structure of the
Company:
•
Model Article 7(2) should be dis-applied in that it relates to a company that has
only one director.
•
Model Article 17 should apply in full as it relates to the methods of appointing
directors.
Model Article 17 is provided below for information:
‘The Companies (Model Articles) Regulations 2008 (Schedule 2), Model Article 17
Methods of appointing directors
17.—(1) Any person who is willing to act as a director, and is permitted by law to do so,
may be
appointed to be a director—
(a) by ordinary resolution, or
(b) by a decision of the directors.
(2) In any case where, as a result of death, the company has no members and no
directors, the
personal representatives of the last member to have died have the right, by notice in
writing, to
appoint a person to be a director.
(3) For the purposes of paragraph (2), where 2 or more members die in circumstances
rendering
it uncertain who was the last to die, a younger member is deemed to have survived an
older
member.’
The Company’s Articles of Association can only be amended with Member (Council)
approval. A revised set of Articles is provided at Annex A. The only changes from the
Articles approved by the Council’s Cabinet on 15 March 2016 are in respect of:
Article 1.8 which dis-applies Model Article 7(2) and applies Model Article 17
Article 1. has been deleted. Articles 1.10 and 1.11 have been renumbered accordingly
as Articles 1.9 and 1.10
26
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14 December 2016
APPENDIX 5
Non-contractual benefits
Under the terms of the Employee Transfer Agreement, all existing terms and conditions
of Broxtowe staff who transferred to Liberty Leisure staff remain in force. Noncontractual conditions, such as Brocks Benefits, which were already in place at the date
of transfer were also maintained. However, no provision was made for new applications
for non-contractual benefits.
An application for a low-interest loan under the Council’s Car Loan Scheme has been
made by an employee of Liberty Leisure Ltd. The employee would be eligible for such a
loan if the applicant had been an employee of Broxtowe Borough Council. The Council
has a general power to borrow and to make loans under the General Power of
Competence in Section 1 of the Localism Act 2011. This power is intended to
supplement specific powers to borrow or invest provided in Section 12 of the Local
Government Act 2003. The loan can therefore be provided at the Council’s discretion,
subject to the Council’s policies and regulations in force.
In the interests of maintaining parity in the employment status of the employees of the
Council and of Liberty Leisure, it is proposed that Liberty Leisure employees have the
same entitlements to access certain non-contractual benefits as Broxtowe Borough
Council employees. Such benefits, as set out in information provided to new employees
of the Council, are as follows:
Car loan scheme
This Council operates a car loan scheme for employees with posts that carry
designated car user status. Please note that terms and conditions apply.
The current loan rate charged is 0.625%. This is cost neutral to the Council as the
interest likely to be earned on the amounts loaned is at or below this level.
Brocks Benefits
The Council offers its employees a lifestyle benefits scheme which includes a wide
range of discounts not available on the high street and which focus on the areas of
travel, home and motoring, food and entertainment, green and ethical and high street
vouchers
Childcare vouchers
The Council uses the Childcare plus scheme to give working parents significant tax
breaks when paying for all or part of their childcare costs.
Taken together the above two schemes are cost neutral as the fees for Brocks Benefits
are offset by reduced National Insurance Contributions in respect of the Childcare
vouchers.
Cycle Plus
Cycle2work is a government backed scheme to help increase access to a more
sustainable means of transport. The scheme enables employees to get a brand new
bike at significantly reduced costs due to tax and NI savings.
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14 December 2016
Employee Assistance Programme
The Council provides a free 24/7 counselling and support service to all its employees.
The scheme provides telephone and one-to-one support on a wide range of personal or
work related issues. This service provides an important means through which we can
support employees suffering from stress and other emotional difficulties.
28
THE COMPANIES ACT 2006
PRIVATE COMPANY LIMITED BY GUARANTEE
ARTICLES OF ASSOCIATION
OF
LIBERTY LEISURE LIMITED (the "Company")
Introduction
1
Interpretation
1.1
In these Articles, unless the context otherwise requires:
Act: means the Companies Act 2006;
Appointor: has the meaning given in article 15(1);
Articles: means the Company's articles of association for the time being in
force;
Business Day: means any day (other than a Saturday, Sunday or public
holiday in the United Kingdom) on which clearing banks in the City of London
are generally open for business;
Conflict: means a situation in which a director has or can have, a direct or
indirect interest that conflicts or possibly may conflict, with the interests of
the Company;
Eligible Director: means a director who would be entitled to vote on the
matter at a meeting of directors (but excluding in relation to the
authorisation of a Conflict pursuant to Article 12, any director whose vote is
not to be counted in respect of the particular matter);
Member: means a member of the Company;
Model Articles: means the model articles for private companies limited by
guarantee contained in Schedule 2 of the Companies (Model Articles)
Regulations 2008 (SI 2008/3229) as amended prior to the date of adoption of
these Articles and reference to a numbered "Model Article" is a reference to
that article of the Model Articles;
References to ‘relevant loss’ shall have the meaning given in Article 26.4.2;
and
References to ‘relevant officer’ shall have the meaning given in Article
26.4.3.
29
1.2
Save as otherwise specifically provided in these Articles, words and
expressions which have particular meanings in the Model Articles shall
have the same meanings in these Articles, subject to which and unless
the context otherwise requires, words and expressions which have
particular meanings in the Act shall have the same meanings in these
Articles.
1.3
Headings in these Articles are used for convenience only and shall not
affect the construction or interpretation of these Articles.
1.4
A reference in these Articles to an "article" is a reference to the relevant
article of these Articles unless expressly provided otherwise.
1.5
Unless expressly provided otherwise, a reference to a statute, statutory
provision or subordinate legislation is a reference to it as it is in force
from time to time, taking account of:
1.5.1
any subordinate legislation from time to time made under it;
and
1.5.2
any amendment or re-enactment and includes any statute,
statutory provision or subordinate legislation which it amends
or re-enacts.
1.6
Any phrase introduced by the terms "including", "include", "in
particular" or any similar expression shall be construed as illustrative and
shall not limit the sense of the words preceding those terms.
1.7
The Model Articles shall apply to the Company, except in so far as they
are modified or excluded by these Articles.
1.8
Model Articles 2, 7(2), 8, 9(1), 11(2) and (3), 13, 14(1), (2), (3) and (4),
30(2), 35, 38 and 39 shall not apply to the Company.
1.9
Model Article 20 shall be amended by the insertion of the words
"(including alternate directors) and the secretary" before the words
"properly incur".
1.10
Model Article 21 sub paragraph (b) shall be amended by:
1.10.1
2
The deletion of “the directors” and replace that with “the
Members”
Objects
2.1
The objects for which the Company is established are:
2.1.1
to provide leisure, sports, cultural and heritage services for
the benefit of the public
2.1.2
liaise, cooperate and partner, wherever appropriate, with all
statutory, voluntary and other bodies in the pursuance of
these services
30
3
2.1.3
to enter into partnerships or arrangements of all kinds to
sustain, improve or extend facilities and services.
2.1.4
to ensure sustainability of services by maximising income and
by seeking all possible avenues of funding for the services.
2.1.5
Promoting, maintain and improving access to suitable
services, activities and facilities
2.1.6
Brining together and coordinating the efforts of persons
(corporate or otherwise) concerned or interested in the
attainment of all or any of the company’s objects
2.1.7
to improve health and well-being, by promoting increased
participation to reduce obesity, anti-social behaviour and the
health inequality gap
2.1.8
to promote jobs and strengthen the local economy,
Powers
3.1
In pursuance of the object set out in article 2, the Company has the
power to:
3.1.1
buy, lease or otherwise acquire and deal with any property
real or personal and any rights or privileges of any kind over
or in respect of any property real or personal and to improve,
manage, develop, construct, repair, sell, lease, mortgage,
charge, surrender or dispose of or otherwise deal with all or
any part of such property and any and all rights of the
Company;
3.1.2
borrow and raise money in such manner as the directors shall
think fit and secure the repayment of any money borrowed,
raised or owing by mortgage, charge, lien or other security
on the Company's property and assets;
3.1.3
invest and deal with the funds of the Company not
immediately required for its operations in or upon such
investments, securities or property as may be thought fit;
3.1.4
subscribe for, take, buy or otherwise acquire, hold, sell, deal
with and dispose of, place and underwrite shares, stocks,
debentures, debenture stocks, bonds, obligations or
securities issued or guaranteed by any government or
authority in any part of the world;
3.1.5
lend and advance money or give credit on such terms as may
seem expedient and with or without security to customers
and others, to enter into guarantees, contracts of indemnity
and suretyships of all kinds to receive money on deposit or
loan upon such terms as the Company may approve and to
secure or guarantee the payment of any sums of money or
the performance of any obligation by any company, firm or
person including any holding company or subsidiary;
31
3.1.6
lobby, advertise, publish, educate, examine, research and
survey in respect of all matters of law, regulation,
economics, accounting, governance, politics and/or other
issues and to hold meetings, events and other procedures and
co-operate with or assist any other body or organisation in
each case in such way or by such means as may, in the
opinion of the directors, affect or advance the principal
object in any way;
3.1.7
pay all or any expenses incurred in connection with the
promotion, formation and incorporation of the Company and
to contract with any person, firm or company to pay the
same;
3.1.8
enter into contracts to provide services to or on behalf of
other bodies;
3.1.9
provide and assist in the provision of money, materials or
other help;.
3.1.10
open and operate bank accounts and other facilities for
banking and draw, accept, endorse, issue or execute
promissory notes, bills of exchange, cheques and other
instruments;
3.1.11
incorporate subsidiary companies to carry on any trade; and
3.1.12
do all such other lawful things as are incidental or conducive
to the pursuit or to the attainment of any of the object set
out in article 2.
3.1.13
Apply for receive and accept from any source gifts and grants
or service or money of any kind of property and all other
kinds of financial assistance whether unconditionally or
subject to conditions
3.1.14
To invest the monies of the company not immediately
required for its purposes in or upon such investments,
securities or properties as may be thought fit, subject
nevertheless to such conditions if any such consents if any as
may for the time be imposed or required by law
3.1.15
To insure and arrange insurance cover for and to indemnify
its officers, staff, voluntary workers and Member from and
against all such risks incurred in the course of their duties as
may be thought fit and, so far as the law may allow from
time to time, to take and maintain a policy or policies of
insurance in favour of one or more of the Directors in respect
of their liability or negligence of breach of duty provided
that in respect of Directors such insurance and indemnity
shall not extend to any claim arising from any act or omission
which the Directors knew to be a breach of trust or duty or
which was committed by the Directors in reckless disregard
of whether or not it was a breach of trust or duty.
32
4
5
Income and distributions
4.1
The income and property of the Company shall be applied solely in
promoting the object of the Company as set out in article 2.
4.2
No dividends or bonus may be paid or capital otherwise returned to the
Members, provided that nothing in these Articles shall prevent any
payment in good faith by the Company of:
4.2.1
reasonable and proper remuneration to any Member, officer
or servant of the Company for any services rendered to the
Company;
4.2.2
any interest on money lent by any Member or director at a
reasonable and proper rate;
4.2.3
reasonable and proper rent for premises demised or let by
any Member or director; or
4.2.4
reasonable out-of-pocket expenses properly incurred by any
director.
Winding up
On the winding-up or dissolution of the Company, any assets or property that
remains available to be distributed or paid, shall not be paid or distributed to the
Members but shall be transferred to another body (charitable or otherwise) with
objects similar to those of the Company, such body to be determined by the
Members at the time of winding up or dissolution.
6
Guarantee
6.1
The liability of each Member is limited to £1, being the amount that each
Member undertakes to contribute to the assets of the Company in the
event of its being wound up while it is a Member or within one year after
it ceases to be a Member, for
6.1.1
payment of the Company's debts and liabilities contracted
before it ceases to be a Member,
6.1.2
payment of the costs, charges and expenses of the winding
up, and
6.1.3
adjustment of the rights of the contributories among
themselves.
Directors
7
Directors' general authority
7.1
The matters listed below shall not be carried out without the prior
written consent of all the Members at the relevant time and each of the
Members shall use their respective rights and powers to procure, so far as
they are each able, that no such matter is carried out unless the required
consent has been given:
33
7.1.1
The making of any political or charitable donation;
7.1.2
A change in the status of the Company from a limited
company to a public limited company or from a company
limited by guarantee to any other form of legal entity;
7.1.3
Issuing any loan capital in the Company or entering into any
commitment with any person with respect to the issue of any
loan capital;
7.1.4
Making any borrowing or incurring any indebtedness;
7.1.5
Altering the name of the Company or its registered office;
7.1.6
Changing the nature of the Company's business or
commencing any new business by the Company which is not
ancillary or incidental to its current business;
7.1.7
Forming any subsidiary or acquiring shares in any other
company or participating in any partnership or joint venture
(incorporated or not);
7.1.8
Amalgamating or merging with any other company or
business undertaking;
7.1.9
Any acquisition or disposal by the Company of any material
asset(s) otherwise than in the ordinary course of business;
7.1.10
Creating or granting any encumbrance over the whole or any
part of the business, undertaking or assets of the Company or
agreeing to do so other than liens arising in the ordinary
course of business;
7.1.11
Making any loan or granting any credit or giving any
guarantee (other than in the normal course of trading) or
indemnity;
7.1.12
Appointing any agent or other intermediary to conduct any of
the Company's Business;
7.1.13
Entering into any arrangement, contract or transaction
outside the normal course of its business or otherwise than
on arm's length terms;
7.1.14
Changing the auditors of the Company or its financial year
end;
7.1.15
Declaring or paying any distribution in accordance with
article 110 to 119;
7.1.16
Employing any person and setting or amending the terms
applicable to any employee or dismissing any employee; or
7.1.17
Instituting, settling or compromising any legal proceedings
(other than debt recovery proceedings in the ordinary course
34
of business) instituted or threatened against the Company or
submitting to arbitration or alternative dispute resolution
any dispute involving the Company.
8
9
7.2
The Board of Directors shall meet at regular intervals at such times as
they see fit provided that the Directors shall convene a meeting of the
Board of Directors at least once every three calendar months.
7.3
The Board of Directors shall ensure that a record is kept of all decisions
made by it and shall, as soon as reasonably practicable following any
meeting of the Board of Directors, or any other resolutions of the Board
of Directors, notify the Members in writing of such decisions.
7.4
Upon receipt of notification of any decision of the Board of Directors,
Members together representing 50 % or more of the total number of
Members shall be entitled to serve notice in Writing, require the
Directors to call a general meeting to discuss any such decision. If at
such meeting at least 50 % of the Members present direct the Company to
take or refrain from taking any specified action in relation to any such
decision then the Directors shall take all reasonable steps to implement
such direction (provided that no such direction invalidates anything
which the directors have done before the passing of the resolution).
7.5
Any or all powers of the directors (or any of them) shall be restricted in
such respects, to such extent and for such duration as the Members may
from time to time by notice in writing to the Company prescribe.
Unanimous decisions
8.1
A decision of the directors is taken in accordance with this article when
all Eligible Directors indicate to each other by any means that they share
a common view on a matter.
8.2
Such a decision may take the form of a resolution in writing, where each
Eligible Director has signed one or more copies of it, or to which each
Eligible Director has otherwise indicated agreement in writing.
8.3
A decision may not be taken in accordance with this article if the Eligible
Directors would not have formed a quorum at such a meeting.
Calling a directors' meeting
9.1
Any director may call a directors' meeting by giving not less than 5
Business Days’ notice of the meeting (or such lesser notice as all the
directors may agree) to the directors or by authorising the company
secretary (if any) to give such notice.
9.2
Notice of a directors' meeting shall be given to each director in writing.
9.3
A director who is absent from the UK and who has no registered address
in the UK shall not be entitled to notice of the directors' meeting.
9.4
The accidental omission to give notice of a meeting to, or the nonreceipt of notice of a meeting by, any person entitled to receive notice
shall not invalidate the proceedings of that meeting.
35
10
11
12
Quorum for directors' meetings
10.1
Subject to article 10.2, the quorum for the transaction of business at a
meeting of directors is any two Eligible Directors.
10.2
For the purposes of any meeting (or part of a meeting) held pursuant to
article 12 to authorise a Conflict, if there is only one Eligible Director in
office other than the Interested Director(s) (defined in article 12.1), the
quorum for such meeting (or part of a meeting) shall be one Eligible
Director.
10.3
If the total number of directors in office for the time being is less than
the quorum required, the directors must not take any decision other than
a decision:
10.3.1
to appoint further directors; or
10.3.2
to call a general meeting so as to enable the Members to
appoint further directors.
Casting vote
11.1
If the numbers of votes for and against a proposal at a meeting of
directors are equal, the chairman or other director chairing the meeting
shall have a casting vote.
11.2
Article 11.1 shall not apply in respect of a particular meeting (or part of
a meeting) if, in accordance with the Articles, the chairman or other
director is not an Eligible Director for the purposes of that meeting (or
part of a meeting).
11.3
Every director shall have one vote (whether on a show of hands or on a
poll) to be cast by the Director either personally or by proxy.
Directors' conflicts of interest
12.1
For the purposes of section 175 of the Act, the Members (and not the
directors) shall have the power to authorise, by resolution and in accordance
with the provisions of these Articles, any Conflict proposed to them by any
director which would, if not so authorised, involve a director (the Interested
Director) breaching his duty under section 175 of the Act to avoid conflicts
of interest.
12.2
The Interested Director must provide the Members with such details as are
necessary for the Members to decide whether or not to authorise the
Conflict, together with such additional information as may be requested by
the Members.
12.3
Any authorisation by the Members of a Conflict under this article may
(whether at the time of giving the authorisation or subsequently):
12.3.1
extend to any actual or potential conflict of interest which may
reasonably be expected to arise out of the matter or situation so
authorised;
36
12.4
12.3.2
provide that the Interested Director be excluded from the receipt
of documents and information and the participation in discussions
(whether at meetings of the directors or otherwise) related to the
Conflict;
12.3.3
provide that the Interested Director will or will not be an Eligible
Director in respect of any future decision of the directors in
relation to any resolution related to the Conflict;
12.3.4
impose upon the Interested Director such other terms for the
purposes of dealing with the Conflict as the Members think fit;
12.3.5
provide that, where the Interested Director obtains, or has
obtained (through his involvement in the Conflict and otherwise
than through his position as a director of the Company) information
that is confidential to a third party, he will not be obliged to
disclose that information to the Company, or to use it in relation to
the Company's affairs where to do so would amount to a breach of
that confidence; and
12.3.6
permit the Interested Director to absent himself from the
discussion of matters relating to the Conflict at any meeting of the
directors and be excused from reviewing papers prepared by, or
for, the directors to the extent they relate to such matters.
Where the Members authorise a Conflict:
12.4.1
the Interested Director will be obliged to conduct himself in
accordance with any terms and conditions imposed by the Members
in relation to the Conflict; and
12.4.2
the Interested Director will not infringe any duty he owes to the
Company by virtue of sections 171 to 177 of the Act, provided he
acts in accordance with such terms and conditions (if any) as the
Members impose in respect of their authorisation.
12.5
The Members may revoke or vary such authorisation at any time but this will
not affect anything done by the Interested Director prior to such revocation
or variation in accordance with the terms of such authorisation.
12.6
A director is not required, by reason of being a director (or because of the
fiduciary relationship established by reason of being a director), to account
to the Company for any remuneration, profit or other benefit which he
derives from or in connection with a relationship involving a Conflict which
has been authorised by the Members in accordance with these Articles
(subject in each case to any terms, limits or conditions attaching to that
authorisation) and no contract shall be liable to be avoided on such grounds.
12.7
Subject to sections 177(5) and 177(6) of the Act, a director who is in any
way, whether directly or indirectly, interested in a proposed transaction or
arrangement with the Company shall declare the nature and extent of his
interest to the other directors before the Company enters into the
transaction or arrangement in accordance with the Act.
37
13
12.8
Subject to sections 182(5) and 182(6) of the Act, a director who is in any
way, whether directly or indirectly, interested in a transaction or
arrangement that has been entered into by the Company shall declare the
nature and extent of his interest to the other directors as soon as is
reasonably practicable in accordance with the Act, unless the interest has
already been declared under article 12.7.
12.9
Subject, where applicable, to any terms, limits or conditions imposed by the
Members in accordance with article 12.3, and provided a director has
declared the nature and extent of his interest in accordance with the
requirements of the Act, a director who is in any way, whether directly or
indirectly, interested in an existing or proposed transaction or arrangement
with the Company:
12.9.1
may be a party to, or otherwise interested in, any such transaction
or arrangement with the Company, or in which the Company is
otherwise (directly or indirectly) interested;
12.9.2
shall be an Eligible Director for the purposes of any proposed
decision of the directors in respect of such transaction or
arrangement or proposed transaction or arrangement in which he is
interested;
12.9.3
shall be entitled to vote at a meeting of directors or participate in
any unanimous decision in respect of such transaction or
arrangement or proposed transaction or arrangement in which he is
interested;
12.9.4
may act by himself or his firm in a professional capacity for the
Company (otherwise than as auditor) and he or his firm shall be
entitled to remuneration for professional services as if he were not
a director;
12.9.5
may be a director or other officer of, or employed by, or a party to
a transaction or arrangement with, or otherwise interested in, any
body corporate in which the Company is otherwise (directly or
indirectly) interested; and
12.9.6
shall not, save as he may otherwise agree, be accountable to the
Company for any benefit which he (or a person connected with him
(as defined in section 252 of the Act)) derives from any such
contract, transaction or arrangement or from any such office or
employment or from any interest in any such body corporate and
no such contract, transaction or arrangement shall be liable to be
avoided on the grounds of any such interest or benefit nor shall the
receipt of any such remuneration or other benefit constitute a
breach of his duty under section 176 of the Act.
Records of decisions to be kept
Where decisions of the directors are taken by electronic means, such decisions shall
be recorded by the directors in permanent form, so that they may be read with the
naked eye.
14
Number of directors
38
Unless otherwise determined by ordinary resolution, the number of directors (other
than alternate directors) shall not be subject to any maximum but shall not be less
than two.
15
Appointment and removal of alternate directors
15.1
Any director (other than an alternate director) (Appointor) may appoint
as an alternate any other director, or any other person approved by
ordinary resolution of the Members, to:
15.1.1
exercise that director's powers; and
15.1.2
carry out that director's responsibilities,
in relation to the taking of decisions by the directors, in the absence of the
alternate's Appointor.
16
15.2
Any appointment or removal of an alternate director must be effected by
notice in writing to the Company signed by the Appointor, or in any other
manner approved by the directors.
15.3
The notice must:
15.3.1
identify the proposed alternate; and
15.3.2
in the case of a notice of appointment, contain a statement
signed by the proposed alternate that he is willing to act as
the alternate of the director giving the notice.
Rights and responsibilities of alternate directors
16.1
An alternate director may act as alternate director to more than one
director and has the same rights in relation to any decision of the
directors as the alternate's Appointor.
16.2
Except as the Articles specify otherwise, alternate directors:
16.2.1
are deemed for all purposes to be directors;
16.2.2
are liable for their own acts and omissions;
16.2.3
are subject to the same restrictions as their Appointors; and
16.2.4
are not deemed to be agents of or for their Appointors
and, in particular (without limitation), each alternate director shall be
entitled to receive notice of all meetings of directors and of all meetings of
committees of directors of which his Appointor is a member.
16.3
A person who is an alternate director but not a director:
16.3.1
may be counted as participating for the purposes of
determining whether a quorum is present (but only if that
person’s Appointor is not participating);
39
17
may participate in a unanimous decision of the directors (but
only if his Appointor is an Eligible Director in relation to that
decision, but does not participate); and
16.3.3
shall not be counted as more than one director for the
purposes of articles 16.3(a) and (b).
16.4
A director who is also an alternate director is entitled, in the absence of
his Appointor(s), to a separate vote on behalf of each Appointor, in
addition to his own vote on any decision of the directors (provided that
an Appointor for whom he exercises a separate vote is an Eligible
Director in relation to that decision), but shall not count as more than
one director for the purposes of determining whether a quorum is
present.
16.5
An alternate director may be paid expenses and may be indemnified by
the Company to the same extent as if he were a director but shall not be
entitled to receive any remuneration from the Company for serving as an
alternate director except such part (if any) of the remuneration
otherwise payable to the alternate's Appointor as the Appointor may by
notice in writing to the Company from time to time direct.
Termination of alternate directorship
17.1
18
16.3.2
An alternate director's appointment as an alternate (in respect of a
particular Appointor) terminates:
17.1.1
when the alternate's Appointor revokes the appointment by
notice to the Company in writing specifying when it is to
terminate;
17.1.2
on the occurrence, in relation to the alternate, of any event
which, if it occurred in relation to the alternate's Appointor,
would result in the termination of the Appointor's
appointment as a director;
17.1.3
on the death of the alternate's Appointor; or
17.1.4
when the alternate director's Appointor ceases to be a
director for whatever reason.
Secretary
The directors may appoint any person who is willing to act as the secretary for such
term, at such remuneration and upon such conditions as they may think fit and from
time to time remove such person and, if the directors so decide, appoint a
replacement, in each case by a decision of the directors.
19
Change of company name
The name of the Company may only be changed by a special resolution of the
Members.
20
Expulsion of member
40
20.1
The directors may terminate the membership of any member without its
consent by giving written notice if, in the reasonable opinion of the
directors, it (or any person or body engaged or appointed by it):
20.1.1
is guilty of conduct which has or is likely to have a serious
adverse effect on the Company or bring the Company or any
or all of the Members and directors into disrepute; or
20.1.2
has acted or has threatened to act in a manner which is
contrary to the interests of the Company as a whole; or
20.1.3
has failed to observe the terms of these Articles.
Following such termination, the Member shall be removed from the Register
of Members.
20.2
The notice to the Member must give the Member the opportunity to be
heard in writing or in person as to why his membership should not be
terminated. The directors must consider any representations made by
the Member and inform the Member of their decision following such
consideration. There shall be no right to appeal from a decision of the
directors to terminate the membership of a Member.
Decision making by members
21
Votes of members
Subject to the Act, at any general meeting every Member who is present in person
(or by proxy) shall on a show of hands have one vote and every Member present in
person (or by proxy) shall on a poll have one vote.
22
23
Poll votes
22.1
A poll may be demanded at any general meeting by any qualifying person
(as defined in section 318 of the Act) present and entitled to vote at the
meeting.
22.2
Article 30(3) of the Model Articles shall be amended by the insertion of
the words "A demand so withdrawn shall not invalidate the result of a
show of hands declared before the demand was made" as a new
paragraph at the end of that article.
Proxies
23.1
Article 31(1)(d) of the Model Articles shall be deleted and replaced with
the words "is delivered to the company in accordance with the Articles
not less than 48 hours before the time appointed for holding the meeting
or adjourned meeting at which the right to vote is to be exercised and in
accordance with any instructions contained in the notice of the general
meeting (or adjourned meeting) to which they relate".
23.2
Article 31(1) of the Model Articles shall be amended by the insertion of
the words "and a proxy notice which is not delivered in such manner shall
be invalid, unless the directors, in their discretion, accept the notice at
41
any time before the meeting" as a new paragraph at the end of that
article.
Administrative arrangements
24
Means of communication to be used
24.1
Any notice, document or other information shall be deemed served on or
delivered to the intended recipient:
24.1.1
if properly addressed and sent by prepaid United Kingdom
first class post to an address in the United Kingdom, 48 hours
after it was posted (or five Business Days after posting either
to an address outside the United Kingdom or from outside the
United Kingdom to an address within the United Kingdom, if
(in each case) sent by reputable international overnight
courier addressed to the intended recipient, provided that
delivery in at least five Business Days was guaranteed at the
time of sending and the sending party receives a
confirmation of delivery from the courier service provider);
24.1.2
if properly addressed and delivered by hand, when it was
given or left at the appropriate address;
24.1.3
if properly addressed and sent or supplied by electronic
means, one hour after the document or information was sent
or supplied; and
24.1.4
if sent or supplied by means of a website, when the material
is first made available on the website or (if later) when the
recipient receives (or is deemed to have received) notice of
the fact that the material is available on the website.
For the purposes of this article, no account shall be taken of any part of a
day that is not a Business Day.
24.2
25
In proving that any notice, document or other information was properly
addressed, it shall suffice to show that the notice, document or other
information was addressed to an address permitted for the purpose by
the Act.
Rules
The directors may establish rules governing matters relating to Company
administration that are required from time to time for the effective operation of
the Company. If there is a conflict between the terms of these Articles and any
rules established under this Article, the terms of these Articles shall prevail.
26
Indemnity and insurance
26.1
Subject to article 26.2, but without prejudice to any indemnity to which
a relevant officer of the Company is otherwise entitled:
42
26.1.1
each relevant officer shall be indemnified out of the
Company's assets against all costs, charges, losses, expenses
and liabilities incurred by him as a relevant officer:
(a)
in the actual or purported execution and/or discharge of his
duties, or in relation to them; and
(b)
in relation to the Company's (or any associated company's)
activities as trustee of an occupational pension scheme (as
defined in section 235(6) of the Act),
including (in each case) any liability incurred by him in defending
any civil or criminal proceedings, in which judgment is given in his
favour or in which he is acquitted or the proceedings are otherwise
disposed of without any finding or admission of any material breach
of duty on his part or in connection with any application in which
the court grants him, in his capacity as a relevant officer, relief
from liability for negligence, default, breach of duty or breach of
trust in relation to the Company's (or any associated company's)
affairs; and
26.1.2
the Company may provide any relevant officer with funds to
meet expenditure incurred or to be incurred by him in
connection with any proceedings or application referred to in
article 26(1)(a) and otherwise may take any action to enable
any such relevant officer to avoid incurring such expenditure.
26.2
This article does not authorise any indemnity to the extent that such
indemnity would be prohibited or rendered void by any provision of the
Companies Acts or by any other provision of law and any such indemnity
is limited accordingly.
26.3
The directors may decide to purchase and maintain insurance, at the
expense of the Company, for the benefit of any relevant officer in
respect of any relevant loss.
26.4
In this article:
26.4.1
companies are associated if one is a subsidiary of the other
or both are subsidiaries of the same body corporate; and
26.4.2
a "relevant loss" means any loss or liability which has been or
may be incurred by a relevant officer in connection with that
relevant officer's duties or powers in relation to the
Company, any associated company or any pension fund or
employees' share scheme of the Company or associated
company; and
26.4.3
a "relevant officer" means any director or other officer of
the Company, but excluding in each case any person engaged
by the Company as auditor (whether or not he is also a
director or other officer), to the extent he acts in his
capacity as auditor).
43