Minutes:
TRUSTS FOR AFRICAN
SCHOOLS
MINUTES OF MEETING OF
TRUSTEES ON MONDAY 12 JUNE AT ERNST AND YOUNG 1 MORE LONDON.
Present: Lissa
Campbell, Norma Empringham, Ben Howland,
Steve James, Luke Morris, Gill
Marshall-Andrews, Douglas Pinto, Ben Taylor
Apologies: Guy Cowley, Will Jones, Tom
Marshall-Andrews , Johnnie Morris.
1. Apologies for absence and welcome to
Douglas Pinto.
2. Draft Minutes
of meeting on 21 February 2017 were agreed.
3. Appointment of new trustee
Gill Marshall-Andrews proposed that Douglas Pinto become
a trustee. Motion seconded by Norma
Empringham and agreed unanimously.
4. Schools update: See attached summary and report from Stephen
Kameti previously circulated.
5. Just a drop.
Lissa reported that discussions were in progress between
ASDF (African Sand Dams Foundation) and Mitamysi Secondary School to build a large water tank
for the school. Stephen Kameti has been
facilitating meetings and reports that the school community commitment to this
is very strong. There is also a
possibility that Kaseluni Primary School could be another such project.
6. Marathon
Joan Dickie successfully completed the Marathon in
April. Trustees extended their
congratulations and thanks to her for her great effort.
7. Finance
GMA reported in Guy’s absence that there is around £33k
in the bank after £14k was sent to Eburru Primary School Trust for their 2
classrooms. We expect a further £10k
from a donor for the Jarajara library on
Friday 16 June and have just received confirmation from John Spiers that he
will contribute 30% of the total income ie around £25k. This would bring the total funds available to
around £68k.
There is also £11,500 expected from Loldia School Fund as
the residue of its funds when it finally closes down later this year. This will be ringfenced for Loldia.
8. Proposals for funding
Proposals to the value of £53k were discussed and agreed
for funding once the Nairobi trust and company have been set up and a bank
account opened. Great thanks to Lissa for putting these proposals onto the website
as she has done for years. This is a
thankless task which benefits hugely from her careful scrutiny of the figures.
9. Kenyan bank accounts, new limited company and
private charitable trust in Nairobi
It was noted that it had been agreed by the Trustees that
a new TAS Kenyan bank account should be opened. The purpose of this account is
to ensure that any funds which TAS has agreed to donate to any of the schools
in Kenya are sent to this account before being transferred into sub-accounts in
the name of Karui Limited –(Name of school).
Signatories to these sub-accounts will be the designated Secretary of
the local school trust plus Douglas Pinto and Gill Marshall-Andrews. Where possible these sub-accounts will be
opened at the same bank as the main Karui Limited account.
It was
noted that, due to Kenyan banking requirements and in order to open a bank
account, a Kenyan company would have to be incorporated. This
would have to be a limited company as, setting up a company limited by
guarantee would require approvals from various Kenyan authorities.
In
addition, a Kenyan private charitable Trust would also have to be established
and which would be the ultimate beneficial owner of the limited company.
Again, a private trust is advantageous due to fewer approvals required.
The
trustees of this Kenyan trust, the directors of the company and the signatories
of the main company bank account would be some of the TAS Trustees to ensure
that it is controlled by TAS.
The
trustees had taken legal advice from Coulson Harney in connection with the set
up of the accounts, the Kenyan trust and the company formation.
Accordingly
it was agreed that a private trust and a limited company should be set up as
soon as possible in Nairobi. Karui is the
name agreed for both and this name is available. Our thanks go to Philip Coulson and Peter
Oklaalet of Coulson Harner, to Luke Morris and to Douglas Pinto who are working
together to get these entities set up.
It was
agreed that :
a. the
trustees should be Norma Empringham, Guy Cowley, Ben Taylor, Douglas
Pinto, Gill Marshall-Andrews and Luke Morris
b. the
directors and shareholders of the company and the signatories to the company
bank account should be Norma Empringham, Guy Cowley, Ben
Taylor, Douglas Pinto, and Gill Marshall-Andrews, with the account requiring
two signatories to transfer funds.
The trust
deed was discussed, agreed, signed and witnessed. Further actions will be
undertaken by Luke, Douglas, Gill and Peter in order to get these entities
established and the bank account opened as soon as possible so as to enable
funds to be transferred for school projects.
10. Next meeting
Many thanks to Ben T for the wonderful meeting room and refreshments
at Ernst and Young.
The next meeting
will be 6pm Monday 9 October 2017 at Ben H’s office, 6 Kingley Street.
