This declaration of trust is made the 19th day of July 2002 by Prof. ANDREAS NICOS NICOLAIDES of 9 North Grove, Highgate, London N6 4SH, Dr. MICHAEL PERRIN of 26 Chemin de Decines, F 69680 Chassieu, France, Mr. KYPROS NICHOLAS, Solicitor of 18-22 Wigmore Street London W1H 9DEMS ANNE TAFT of 21 September Court, 1 Dormers Wells Lane, Southall, Middlesex UB1 3HR Prof. Dr. U. SCHULTZ-EHRENBURG Klinikum Buch, Dertatologische Klinik, Wiltbergstrasse 50, D13122 Berlin, Germany Dr. ATHANASIOS GIANNOUKAS of 40 Daliani Street, 71306 Heraklion, Crete, Greece, Dr. MARIANNE VANDENDRIESSCHE-HOBS of Florastraat 73,B 9840 De Pinte, Belgium, (“the Trustees” who together with the future trustees or trustees of this deed are referred to as “the Trustees”).
WHEREAS the first trustees hold one Hundred Pounds (£100.00) on the trust declared in this deed and it is contemplated that further money or assets may be paid or transferred to the trustees upon the same trusts.
NOW THIS DEED WITNESSETH as follows:
The charitable trust constituted by this deed (“the Charity”) and its property (“the Trust Fund”) shall be administered and managed by the trustees under the name of the EUROPEAN VENOUS FOUNDATION (hereinafter called “EVF”) or by such other name as the trustees from time to time decide with the approval of the Charity Commissioners for England and Wales (“the Commissioners”)
The Trustees shall hold the trust fund and its income upon trust to apply them for the following objects (“the Objects”)
- To develop education, scientific knowledge, research and clinical expertise of the highest quality and establish standards in the field of venous disease.
- To promote collaboration between phelbological societies, health agencies and authorities at the national and European levels for achieving the objectives and for the continuing improvement of the understanding, prevention, investigation and therapy of venous disorders and the education and training of physicians and paramedical personnel interested as aforementioned.
- To organize congresses, seminars and courses, organisation of research projects and provision of research or educational grants, through internet communications and through book, journal and CD-Rom publications.
In the furtherance of the Objects but not otherwise the trustees may exercise any of the following powers;
- to raise and invite and receive contributions, provided that in raising funds the Trustees shall not undertake any substantial permanent trading activity and shall conform to any relevant regulations;
- to buy, take on lease or exchange, hire or otherwise acquire any property necessary for the achievement of the Objects and to maintain and equip such property for use;
- subject to any consents required by law to sell, lease or otherwise dispose of all or any part of the property comprised in the Trust Fund;
- subject to any consents required by law, to borrow money and to charge the whole or any part of the Trust Fund with repayment of the money so borrowed.
- to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
- to establish or support any charitable trusts, associations or institutions formed for achieving or furthering the objects of any of them;
- to appoint or constitute such advisory committees as the Trustees may think fit;
- to employ such staff (who shall not be Trustees) as are necessary for the proper pursuit of the Objects and to make all reasonable and necessary provision for the payment of pensions and superannuation to staff and their dependants;
- to permit any investments comprised in the Trust Fund to be held in the name of any clearing bank, any trust corporation or any stock-broking company which is a member of the Stock Exchange (or any subsidiary of such stock-broking company) as nominee for the Trustees and to pay any such nominee reasonable and proper remuneration for acting as such;
- to delegate to any one or more of the Trustees the transaction of any business or the performance of any act required to be transacted or performed in the execution of the trusts of the Charity and which is within the professional or business competence of such Trustee or Trustees provided that the Trustees shall exercise reasonable supervision over any trustee or trustees acting on their behalf under this provision and shall ensure that all acts and proceedings are fully and promptly reported to them;
- to delegate to proper and fit persons including persons who are not Trustees the running of the Seminary;
- to do all such other lawful things as are necessary for the achievement of the Objects.
D) Appointment of Trustees
- Subject to the provisions of Clause F, the first trustees shall initially hold office for FIVE (5) years and may subsequently be re-appointed.
- There shall be at least FIVE (5) trustees. Every future trustee shall be nominated or appointed as provided in sub-clauses, 6 and 7. If a trustee is to be appointed to replace a trustee who is leaving office he or she may be appointed not more than three months before the other trustee leaves office but shall not take office until the other trustee has left office. In such a case the retiring trustee shall not be entitled to vote in respect of the appointment of his successor.
- In selecting persons to be appointed as trustees, the trustees shall take into account the benefits of appointing a person (who through residence, occupation, employment or otherwise, has special knowledge of the area of benefit or) who is (otherwise) able by virtue of his or her personal or professional qualifications to make a contribution to the pursuit of the objects or the management of the Charity.
- When any new trustee is appointed the Trustees shall ensure that any land belonging to the Charity which is not vested or about to be vested in the Official Custodian for Charities or in a custodian trustee and all other property of the Charity which is not vested or about to be vested in the official Custodian for Charities, a custodian trustee or a nominee is effectively vested in the persons who are the trustees following such appointment.
- If for any reason trustees cannot be appointed in accordance with the foregoing provisions, the statutory power of appointment new or additional trustees shall be exercisable.
- The body of trustees shall NOT EXCEED TEN (10) PERSONS.
The Chairman shall be ANDREAS NICOS NICOLAIDES of these Trustees there shall also be a Vice Chairman, Secretary and Treasurer, who be elected by the Trustees at their first meeting.
- The nominated trustee(s) shall be appointed by existing trustees for the time being. Each appointment shall be made for a term of FIVE (5) years at a meeting convened and held according to the ordinary practice of the appointing body. The Chairman of the meeting shall cause the name of each person appointed to be notified forthwith to all other Trustees. The person appointed may be, but need not be, a member of the appointing body.
- If for any reason trustees cannot be appointed in accordance with the foregoing provisions, the statutory power of appointing new or additional trustees shall be exercisable.
E) Eligibility for Trusteeship
- No person shall be appointed as a trustee;
- unless he or she has attained the age of twenty-five (25) years or;
- in circumstances such that, had he or she already been a trustee, he or she would have been disqualified from office under the provisions of the following clause F.
- No person shall be entitled to act as a trustee whether on a first or in any subsequent entry into office until after signing in the minute book of the trustees a declaration of acceptance and willingness to act in the trusts of the charity
F) Determination of Trusteeship
A trustee shall cease to hold office if he or she:
- is disqualified from acting as a trustee by virtue of section 45 of the Charities Act 1992 (or any statutory re-enactment or modification of that provision);
- becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
- is absent without permission of the trustees from all their meetings held within a period of twelve (12) months and the Trustees resolve that his or her office be vacated; or
- notifies the trustees of his or her wish to resign but only of at least two trustees will remain in office when the notice or resignation is to take effect.
If any vacancy occurs the trustees shall note the fact in their minute book at their next meeting. Any eligible trustee may be re-appointed. So long as there shall be fewer than three trustees none of the powers or discretions hereby or by law vested in the trustees shall be exercisable except for the purpose of appointing a new trustee or trustees.
H) Ordinary Meetings
The Trustees shall hold at least two ordinary meetings in each year.
I) Calling Meetings
The first meeting of the Trustees shall be called by The Chairman or if no meeting has been called within Three (3) months after the date of this deed by any three of the trustees, subsequent meetings shall be arranged by the trustees at their meetings or any be called at any time by the Chairman or any three trustees upon not less than ten days’ notice being given to the other trustees.
The Chairman shall be ANDREAS NICOS NICOLAIDES. In his absence his place will be taken by the Vice Chairman.
K) Special Meetings
A special meeting may be called at any time by the Chairman or any three trustees upon not less than seven (7) days’ notice being given to the other trustees of the matters to be discussed but, if the matters include an appointment of a trustee or a proposal to amend any of the trusts of this deed then upon not less than twenty-one days notice being so given. A special meeting may be called to take place immediately or before an ordinary meeting.
There shall be a quorum when at least one-third of the number of trustees for the time being or three trustees, whichever is the greater, are present at a meeting.
Every matter shall be determined by a majority of votes of the Trustees present and voting of the question except in relation to Clauses X and Y. In respect of Clauses X and Y a majority is required to pass a resolution and this shall be 75% of all persons eligible to vote (“Special Majority”). If no Special Majority is achieved a meeting shall be convened within 21 days and in such an event a majority of 75% of the Trustees present shall be required. The Chairman of the meeting shall have a casting vote whether he or she has or has not voted previously on the same question but no trustees in any other circumstance shall have more than one vote.
The Trustees shall keep minutes and books kept for the purpose by the Secretary of the proceedings at the meetings.
The trustees and the treasurer shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act with regard to);
- the keeping of accounting records for the Charity;
- the preparation of annual statements of accounts for the Charity;
- the auditing or independent examination of the statements of accounts of the Charity and:
- the transmission of the statements of accounts of the Charity to the Charity Commissioners for England and Wales.
P) Annual Report
The Trustees shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners for England and Wales.
Q) Annual Return
The Trustees shall comply with their obligations under the Charities Act 1992 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.
R) General Power to Make Regulations
Within the limits of this deed the trustees shall have full power from time to time to make regulations for the management of the Charity and for the conduct of their business including the calling of meetings the deposit of money at a Bank the custody of documents relating to the running of the Seminary and the approval of the governing rules of the Institution.
S) Bank Account
Any Bank account in which any part of the trust fund is deposited shall be operated by the trustees and shall be held in the names of the Charity. All cheques and orders for the payment of money from such accounts shall be signed by at least two trustees one of whom must be the Chairman.
T) Trustees not to be personally Interested
- Subject to the provisions of sub-clause (2) of this clause NO Trustee shall acquire any interest in property belonging to the Charity otherwise than as a trustee for the Charity or receive remuneration or be interested (otherwise than as trustee) in any contract entered into by the trustees.
- Any trustee who is a solicitor, accountant or other person engaged in any profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other trustees to act in a professional capacity on behalf of the Charity provided that at no time shall a majority of the trustees benefit under this provision and that a trustee shall withdraw from any meeting of the trustees at which his or her own instructions or remuneration or that of his or her firm is under discussion.
U) Management of Land
Subject to any consents which may be required by law the trustees shall either sell or let any land belonging to the Charity which is not required to be retained or occupied in furtherance of the Objects.
The Trustees shall ensure that on the grant by them of any leases the tenant shall execute a counterpart lease. Every lease shall contain a covenant on the part of the tenant for the payment of rent and a proviso for re-entry on non-payment of the rent or non-performance of the covenants contained in the lease.
W) Repair and Insurance
The trustees shall keep in good repair and insure to their full value against fire and other usual risks all the buildings of the Charity which are not required to be kept in repair and insured by the tenant and shall also insure suitably in respect of public liability and employers’ liability.
X) Amendment of Trust Deed
- The Trustees may amend the provisions of this deed provided that;
- no amendment may be made to Clause B, the Objects clause unless it appears to the Trustees that the Objects can no longer provide a suitable and effective method of using the trust fund;
- no amendment may be made to Clause B, the Objects clause the Trustees not to be personally interested in this clause without the prior consent in writing of the Commissioners and;
- no amendment may be made which has the effect of the Charity ceasing to be Charity at law.
- Any amendment shall be made by deed under the authority of a resolution passed at a special meeting of the Trustees.
- The Trustees should promptly send to the Commissioners a copy of any amendments made under this clause.
In the event of dissolution the assets of the Seminary shall devolve to any other charitable institution with the same objects.
In Witness whereof the parties hereto have hereunto set their respective hands the day and year first written:
Signed as a deed by the said: