CONSTITUTION OF THE JERSEY COLLEGE FOR GIRLS FOUNDATION

1. Nome

The name of the Association shall be “The Jersey College for Girls Foundation” (hereinafter called “the Association”).

2. Incorporation

The Association shall be incorporated under the Law of Jersey entitled “Loi (1862) sur les teneures en fidéicommis et l’incorporation d’associations” (hereinafter referred to as “the Law”).

3. Objects

The objects and powers of the Association shall be:-

1. The promotion, development and growth of alumni, including the creation and maintenance of a database and the organisation and promotion of events.

2. The provision, preservation, maintenance and improvement of any land, building or buildings owned by, or situated on land owned by the educational establishments known as Jersey College for Girls, Jersey and the Jersey College for Girls Preparatory School, Jersey (together the “Schools”).

3. The provision of or the assistance in the provision of facilities (including sporting and recreational facilities) for the education and/or development and/or benefit of staff and students of the Schools.

4. The organisation or provision of or assistance in the organisation or provision of facilities to enable students of the Schools to play games and sports. With a view to furthering this object the Association shall have power:-

(i) to provide and assist in the provision of games or sports equipment of every kind for the use of such students; and

(ii) to lay out, manage, equip and maintain or assist in the laying out, management, equipment and maintenance of playing fields or other appropriate outdoor or indoor facilities (whether vested in the Association or not) to be used in the teaching and playing of sports and games by such students.

5. To award such bursaries and scholarships to students to assist in the furtherance of education and such other educational or other charitable purposes as the Association think fit.

6. To make contributions as the Association thinks fit or otherwise assist (whether out of capital or income) towards the objects or expenses of any charitable trust, institution or other body established by or for the benefit of the Schools or either of them or the benefit of students attending the Schools or either of them from time to time.

In furtherance of the above objects the Association may:-

(a) Arrange for publicity of the objects of the Association and the furtherance thereof.

(b) Employ persons, professional or otherwise, for furthering the objects of the Association upon such terms as the Committee may deem appropriate from time to time.

(c) Act as trustees and undertake or accept any lawful trusts or obligations which may be in accordance with the objects of the Association.

(d) Purchase, take on Lease or in exchange, hire or otherwise acquire any immoveable or moveable property and any rights or privileges which the Association may think necessary or convenient for the promotion of its objects and construct, maintain and alter any building or erection necessary or convenient for the work of the Association.

(e) Accept any gifts, subscriptions (where or not under Deed of Covenant), donations, bequests or devises of land, monies, securities or other immoveable or moveable property which may be useful or available for any one or more objects of the Association and utilise or employ the same for all or any objects.

(f) Take such lawful steps by appeals, public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association in the shape of donations, subscriptions or otherwise.

(g) Subscribe to, become a member of or co-operate with any other society, institution, organisation or body not formed or established for the purpose of profit (whether incorporated or not and whether in the Island of Jersey or elsewhere) whose objects are wholly or in part similar to those of this Association.

(h) Sell, manage, lease, mortgage, dispose of or otherwise deal with all or any part of the property or assets of the Association as may be deemed expedient with a view to the promotion of the objects of the Association.

(i) Borrow or raise money in such a manner and on such security whether on land or otherwise and upon such terms as the Association may think fit.

(j) Invest such monies of the Association not immediately required for its purposes in or upon such investments, securities or property as may be thought fit subject nevertheless to such conditions (if any) and such consents (if any) as may for the time being be imposed or required by Law.

(k) Print or publish or procure to be printed and published or circulated or procure to be circulated (whether gratuitously or not) any newspapers, periodicals, magazines, books, pamphlets or other documents that may be deemed necessary or desirable for the promotion of the objects of the Association or any of them.

(l) Transfer or make over any part of the property or assets of the Association not required for the purpose for which it was formed to any body having charitable purposes or a charitable purpose as its object or objects provided that such body is not carrying on the business for

profit or gain or making distribution by way of dividend, bonuses or otherwise amongst its members.

(m) Do all or any of the things hereinbefore authorised either alone or in conjunction with any society, institution, organisation or body with which this Association is authorised to co-operate.

(n) Enter into any one or more service level agreements with any Minister of the States of Jersey or any other body or person providing funding to the Association.

(o) Create, maintain, improve and amend a website to inform the general public of the Association’s aims, activities and anything relevant to the Association’s objects.

(p) Organise training, informative talks, presentations, volunteering fairs, events and any other function, meeting or tuition to further any of the objects of the Association.

(q) Do all such other lawful things as are incidental or conducive to the attainment of the above objects.

4. Membership

(a) Membership of the Association shall be open to all those persons who support the aims and objects of the Association and who actively work for the Association.

(b) Honorary membership may be granted to any persons so elected by the Association in general meeting, for services rendered or gifts given to the Association. Honorary members shall be entitled to attend and be heard at any meeting of the Association but not to vote thereat.

(c) The membership of any member may be terminated at the discretion of the Committee provided that the said member has been given two weeks’ notice of the resolution. The member has then a right of appeal by calling a special general meeting at which a two-thirds majority must be in favour of the re-instatement of the said member.

(d) The membership of any member shall cease upon notice of resignation being received by the Honorary Secretary of the Association.

5. Officers and Members of the Committee

(a) The Policy and general management of the Association shall be vested in a committee (herein called “the Committee”) consisting of Chairman, Honorary Treasurer and Honorary Secretary, (hereinafter called “the Officers”) and not more than eleven ordinary members.

(b) The Committee shall appoint such sub-committees whether standing or special committees as it shall consider necessary from time to time.

(c) The Officers and the members of the Committee shall be elected at an Annual General Meeting of the members of the Association from members of the Association. They will serve until the conclusion of the Annual General Meeting next following but be eligible for re-election. Nominations for the post of Officers and Committee members must be made with the consent of the nominee, seconded and submitted in writing to the Honorary Secretary at least 15 days before the Annual General Meeting.

(d) The Committee shall have the power to fill any casual vacancies among the Officers and members of the Committee but such members shall hold office only until the conclusion of the next Annual General Meeting.

(e) The Committee and any sub-committee may invite additional people for specific purposes to become co-opted members. The number of co-opted members must not be in a majority on the Committee or any sub-committee. All members of the Committee or any sub-committee elected or co-opted are entitled to vote on resolutions put before them.

6. Removal of an Officer

Any Officer of the Association shall cease to be an Officer if:-

(a) He/she shall fail to attend three consecutive meetings of the Committee except by leave of the Chairman or Honorary Treasurer;

(b) By notice in writing addressed to the Honorary Secretary he/she resigns his/her office; or

(c) A majority of the other Officers resolve that he/she be removed; or

(d) In the opinion of a majority of the Committee he/she is guilty of misconduct or is incapable by reason of mental or physical disability of performing his/her duties;

(e) He/she becomes ‘non sui juris’ or has appointed an attorney without whom he/she may not act in matters real or personal or suffers his/her goods to be declared ‘en désastre’ or commits any act of bankruptcy or indicative of insolvency or makes any arrangement or composition with his/her creditors or suffers any distress or execution to be levied on his/her goods.

7. Annual General Meeting and Special General Meetings

The matters to be dealt with at the Annual General Meeting shall include:-

(a) (i) The appointment of Officers and members of the Committee for the period to the conclusion of the Annual General Meeting next following.

(ii) The appointment of an Accountant for the Association.

(iii) The receipt of the Chairman’s report.

(iv) The receipt of the Honorary Secretary’s report on the previous year’s work.

(v) The receipt and passing of the balance sheet and income and expenditure account for the last financial year.

(vi) The receipt and consideration of a copy of the Reporting Accountants’ assurance report.

(b) The Committee shall call an Annual General Meeting before the 30th November of each calendar year and a Special General Meeting at any time deemed necessary by the Chairman or any three members of the Committee or at the request of a member under paragraph 4 (c) hereof. At all Special General Meetings a quorum shall be one fifth of the membership entitled to attend and vote or eight members which ever shall be the lesser.

(c) Notice of the Annual General Meeting and any Special General Meeting shall be advertised in the local press at least ten days before such meeting.

8. Duties of Committee

(a) The Committee shall meet as and when necessary to conduct the affairs of the Association. Meetings may be convened by the Chairman or Honorary Secretary, and shall be convened on the request of at least two members of the Committee. Four members of the Committee shall form a quorum.

(b) The Honorary Secretary or, failing the Honorary Secretary, a member of the Committee appointed at the meeting, shall attend all meetings of the Committee and keep minutes of the proceedings, which, when proposed, seconded and approved as correct at a subsequent meeting of the Committee shall be signed by the Chairman.

(c) Questions arising at any Committee meeting shall be decided by a majority of votes of those members present and in the case of an equality of votes the Chairman shall have a second or casting vote.

(d) The members of the Committee shall be given seven days’ notice of a committee meeting. Where however in the judgement of the Officers of the Committee an emergency has arisen demanding an immediate meeting, the notice shall be such as they in the circumstances deem to be sufficient.

(e) The Committee shall be responsible for the application of the funds of the Association for the purposes of furthering the objects of the Association and for no other purpose.

(f) Subject to this Constitution (as amended from time to time) the Officers may regulate the proceedings of the Committee as they think fit.

(g) An Officer shall not vote at a meeting of the Committee on any resolution concerning a matter in which he has directly or indirectly, an interest or duty which is material and which conflicts with the interests of the matter under consideration. An Officer shall not be counted in the quorum present at a meeting of the Committee in relation to a resolution on which he is not entitled to vote.

9. Accounts

(a) The Association’s financial year shall end on the 31st August in each year.

(b) The Honorary Treasurer shall cause proper books of account to be kept with respect to:-

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

(ii) the assets and liabilities of the Association.

(c) Proper books shall be kept to give a true and fair view of the affairs of the Association and to explain the transactions.

(d) The accounts of the Association shall be examined annually by professional accountants appointed by the Committee. They shall prepare financial statements to the end of the financial year and issue a limited assurance report in accordance with professional accountancy standards as prevail from time to time.

(e) All funds of the Association shall as soon as possible after receipt be paid into the Bank Account or accounts to be opened and maintained in the name of the Association. Such account or accounts shall be under the control of the Committee which shall, from time to time, provide for their method of operation but so that the signatures of at least two Officers, one of whom shall be either the Honorary Treasurer or the Chairman, shall at all times be required for all amounts exceeding £100 (or such figure as agreed by the Members in General Meeting, including the Annual General Meeting) and one signature for all amounts below such figure.

(f) All payments of money to be made on behalf of the Association shall be approved by the Committee PROVIDED ALWAYS that the Honorary Treasurer shall report and account to the Committee or such sub-committee as may be authorised in that respect, as the case may be, in respect of such payments at each meeting of the Committee.

(g) The Committee shall make adequate arrangements for the security and safe custody of all monies and books belonging to the Association.

(h) The members shall have the right at all times to examine the record books of the Association save for any document in the record books that may reveal the identity of an anonymous donor who made a donation on the condition of remaining anonymous or as may be restricted by law.

10. Indemnities

(a) The Officers and any other representatives of the Association shall be indemnified by the Association for any liabilities incurred by them in good faith as a result of acting as representatives of the Association.

(b) The Officers may authorise from the general funds of the Association the purchase or maintenance by the Association for any Officer or former Officer of the Association of any such insurance as is permitted by law in respect of any liability which would otherwise attach to such Officer or former Officer.

11. Alterations of Constitution

This Constitution may be altered by a resolution passed by a simple majority of those present and voting at any General Meeting of the Association (including the Annual General Meeting) provided that no such resolution shall be considered unless notice in writing setting out the terms of th

the Association not less than 28 days before the date of the meeting at which it is to be considered, and provided further that no such alteration shall take effect until the same have received the subsequent approval of the Royal Court in accordance with the provisions of Article 4 of the Law.

12. Representation

The Chairman or the Honorary Secretary duly authorised by a resolution of the committee shall represent the Association in the Royal Court of Jersey and any other tribunals for the purpose of any transaction in immoveable property and for all other purposes in accordance with the provisions of the Law.

13. Dissolution

The Association may be dissolved at any time by a resolution submitted by the Committee to a Special General Meeting of the Association. If upon such dissolution there shall remain after the settling of all its debts and liabilities any property whatsoever this shall not be paid to or distributed among the members of the Association but shall, subject to the approval of the Royal Court in accordance with Article 10 of the Law, be given or transferred to some charitable institution or institutions in Jersey having objects reasonably similar to the objects of the Association and which shall prohibit the distribution of its or their income and property among its members.

14. Patron

(a) A Patron may be elected or removed from office by the members of the Association at any General Meeting.

(b) The position of the Patron shall be of an honorary nature and shall not carry with it the right to vote at any meeting of the members.

15. Seal

The Association may authenticate its acts by use of a common seal. The common seal shall be affixed to any document in the presence of two members of the Committee duly authorised in each and every instance by a resolution of the Committee.