150328CairngormsLEADER_BusinessPlanFinalV3.1

8/16/2019 150328CairngormsLEADER_BusinessPlanFinalV3.1

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This template should be read in conjunction with the supporting guidance. Pleasecomplete the required sections providing supporting data where necessary in an Annex at the back the template. The purpose is to collect information to ensure therequirements of European Commission (EC) 2013/13 are provided as part of theBusiness Plan.

Please provide in the box above the LAG name, and contact details for feedbackon the Business Plan (include main e-mail contact).

Governance

Outline below the proposed procedures that will deliver the aims and objectivesof your LDS. This should outline information on the Lead partner and include adelivery model and any process maps( which can be in an Annex )

Outline the proposed operational structure of the LAG and staffing structureincluding job descriptions.

Set out below the proposed decision-making procedures, including theuse and role of subgroups or advisory groups

The Cairngorms Local Action GroupContact: Alice MayneGrants ManagerCairngorms Local Action GroupCairngorms National Park AuthorityDirect line: 01479 870515Email: [email protected]

LEADER BUSINESS PLAN

2014- 2020


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The Cairngorms National Park LEADER area has agreed new procedures to enabledelivery of the aims and objectives of the 2014-2020 Local Development Strategy(LDS) as effectively as possible. These procedures have been widely consulted onand signed off by the shadow Cairngorms Local Action Group (CLAG). They havebeen designed in response to feedback gathered through an external evaluation ofthe previous programme, widespread stakeholder consultation, and feedback frompreviously funded organisations. They are also a response to the ScottishGovernment’s (SG) desire to see programmes operating in more strategic ways thanin the previous programme.

It is proposed that the CLAG establishes an incorporated body with a constitution

(draft Constitution is included at Appendix 1) and a board, with the CairngormsNational Park Authority (CNPA) acting as Accountable Body. This structure is shownin the diagram below and further described later in this section.

Formal governance for the LEADER programme 2014-2020 will be the responsibilityof a CLAG Board, i.e. the Board of the incorporated body. The Board will be made

up of the CLAG through which the operations of the LEADER programme will befocused. The Accountable Body will host the CLAG Administrative team responsible

CNPA as

Accountable

Body through

MoU with CLAG

Service

Level

Agreement

withManaging

Authority

CLAG

Administrative

Team

CNPA Board

Programme

Animation

and project animationsupport (includingsupport from 3rd

Parties)

Cairngorms Local

Action

Group/Cairngorms

Trust Board

(49% public, 51%

private)

CLAG

Advisory

Network


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for day-to-day delivery of the programme. The roles and responsibilities of each of

these bodies are described below.

Terms of reference for the CLAG, the CLAG Board and Accountable Body arecontained in Appendix 2. The CLAG will work to policies and procedures which willbe laid out in a Local Action Group Operating Manual.The CLAG and the Accountable Body will sign an MoU to set out the respective rolesand responsibilities including the role and function of the LEADER administrativeteam. A draft MoU is included in Appendix 4. The role descriptions for the LEADERteam and the proposed functions of the team and partners is set out in Appendix 5.

CLAG

The CLAG will take on the role of Directors of the incorporated body. The CLAG willappoint a chair/convenor who is independent of CNPA (a role description is includedin Appendix 3) and the responsible Director of the Accountable Body (CNPA) willtake the position of Vice-Chair to ensure strong linkages between the CLAG and thesupporting Accountable Body.

A final decision on the incorporation of the entity, and form of incorporation, will betaken in 2015 to allow for further feedback from SG and the Accountable Body.

The CLAG will have final approval and decision making on award of grants and willoversee all aspects of LEADER activities. Key responsibilities will include settingand monitoring operating budgets, resolution of disputes, monitoring and evaluationof LDS delivery and commission of projects to support LDS delivery. The CLAG willobserve a required 49:51 split between public and private representatives. The actof incorporation and legal requirements on Directors of an incorporated entity willthemselves act to reinforce the need for decisions to be taken solely in the bestinterests of the LEADER process within Cairngorms irrespective of the “background”of the Directors.

The 2014-2020 LEADER programme will continue to have its operations focusedthrough the CLAG. This grouping brings together representatives of the keystakeholders who have been active in developing the LDS and who retain a keyinterest in its successful delivery, and members recruited to meet the knowledge andskills requirement of the CLAG in determination and oversight of an appropriateprogramme.

The CLAG is charged with fulfilling the requirements of Article 34 of EU Regulation1303/2013 [the Common Provisions Regulation] amongst which are:

- Proactive identification of the forms of activity required to deliver the LDS andof potential delivery agents;


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- coordinating and funding animation activity to help ensure these activities take

place;- considering funding priorities, including bids for challenge funds and allocationof budgets to more targeted, non-challenge fund delivery areas.

To be effective, the CLAG operation retains a need for widespread buy-in and broadbased participation. A skills matrix has been established to help identify the range ofskills, knowledge and representation required on the CLAG to deliver the LDS and tosupport recruitment processes for the CLAG throughout the programme period.

Further information on the CLAG members and responsibilities are in Appendix 3.During the course of the programme the CLAG may create sub groups to act as

advisory or decision making bodies in order to capitalise on expertise and ensureeffective and timely delivery of decisions and actions. It is likely that the CLAG willchoose to form an Enterprise Sub Group to support delivery of the Small Businessand Agricultural Diversification Investment programme. Other Sub Groups will beformed to meet requirements as the programme progresses.

CLAG Advisory Network

The CLAG Advisory Network made up of local people and organisations will operatealongside the CLAG and will comprise a range of specialist experts whoseassistance and input can be called on to support the work of the CLAG. This

mechanism will give the benefit of additional expertise without their need to committo being full-time CLAG members and associated responsibilities. The membershipof the CLAG Advisory Network will not be limited, and may grow or shrink dependingon the needs of the programme. It is not anticipated that this network will meet on aregular basis, if at all, nor indeed necessarily function as a group but rather aselection of individuals who are expert advisors to the programme.

Composition of the CLAG Advisory Network will be regularly reviewed by the CLAGand the process of appointing new members will also lie with the CLAG.

Accountable Body – CNPA

The CNPA will act as Accountable Body and will be responsible for the receipt andeffective stewardship of all Cairngorms LEADER resources made available by SG asthe Managing Authority. The CNPA will supply cash flow financing for the CLAGand provide support on financial and management accounting, creditor payments,and grant disbursements. As detailed below the CNPA will be the employingorganisation for any staff required by the CLAG and arrangements for this will be laidout in a Memorandum of Understanding between the CLAG and the CNPA. Inaddition the CNPA will deliver any specific services and provide such facilities as areset out in a service level agreement (SLA) between the Managing Authority and Accountable Bodies.


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The CNPA will appoint a Director as the responsible senior manager for oversight

and discharge of its obligations as Accountable Body. The nominated Director willhave lead oversight of delivery against SLA requirements and will liaise asnecessary between the CLAG and Accountable Body in effective discharge of theSLA. The nominated Director will take lead responsibility on behalf of the Accountable Body and CLAG for liaison with the Managing Authority and will beVice-Chair of the CLAG and a member of the CLAG Board.

The CNPA has acted as the Accountable Body for two previous CairngormsLEADER programmes and operates financial control systems and annual internaland external audit cycles to ensure compliance with the SLA and financialmanagement requirements governing the administration of European Union (EU)

funds.

For the forthcoming programme, the interactions between the CLAG and the Accountable Body will be set out in a Memorandum of Agreement, a draft of which isincluded with this Business Case at Appendix 4.

CLAG Administrative Team

The CNPA as Accountable Body will be responsible for overseeing the administrationof the Cairngorms LEADER programme. It will act as employer for and host all staffrequired by the CLAG. The CNPA will also provide all office and support facilities,

working capital/cash-flow finance, creditor payments and other financial supportfunctions.

The CLAG Administrative Team will have responsibility for administering applicationsand claims, liaising with potential applicants and funded projects, monitoringprogress, undertaking development work and training, implementing thecommunications plan, administering funds and servicing the CLAG and CLAGBoard. This staff team will be managed by the CLAG, through the Chair and Accountable Body’s lead Director, to deliver the Cairngorms LEADER programmewithin the context of the LDS and to monitor delivery of the LDS as well asadministering other funds as required. The administration function will comply with

audit requirements set at EU and SG level and deliver against the Accountable BodySLA responsibilities.

The CLAG will be responsible for ensuring that the administration is carried out toimplement the Cairngorms LDS. The Administrative team will provide managementinformation on all aspects of monitoring and evaluation of the programme, to supportthe CLAG in ensuring that the LDS is being delivered.

The CLAG Administrative team will support initiatives which deliver the LDS withLEADER investment and any other funds administered by the CLAG, such as asmall grants scheme or administration of donations received, pursuant to the CLAG’sdelivery of the LDS.


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The CLAG will delegate responsibility for the appointment of an appropriate staffingresource to administer the programme to the Accountable Body (as detailed in theMemorandum of Understanding ((MoU)) in Appendix 4), according to EU and SGrequirements and in accordance with the SLA set by SG as the Managing Authority.However, the CLAG will monitor administrative implementation of the programmeand will requests changes to the structure and resource available accordingly. Basedon previous programme experience and guidance issued from the SG foradministration and animation staffing initial requirements have been identified for theproject design, initiation and implementation as detailed in Appendix 5.

The Administrative team will undertake due diligence work to ensure that delivery is

compliant with EU, SG and Accountable Body audit requirements. This will includescrutiny of applicant governance arrangements, administration systems, capacity todeal with any planned project staffing, capacity to measure and report onperformance and ability to deliver outputs and outcomes according to the projectplan.

The Administrative team will be able to access specialist advice from the Accountable Body in undertaking its role.

Administrative costs will be part funded under the administrative element of theCairngorms LEADER allocation and part funded by CNPA. Animation activity may

be funded through the administrative element or the project element of theprogramme depending on the requirements set out by the CLAG during theprogramme.

LAG Membership

During the transition process to the LEADER 2014-2020 programme the CairngormsLocal Development Strategy Working Group (CLDSWG), comprising members of theCLAG 2007-13 and additional stakeholders, drew up a skills matrix. This skills matrixtook account of a range of critical factors including thematic expertise and specificskills and attributes. These included: community development experience;experience of partnership working and networking; financial management;knowledge of funding; business planning experience. The full skills matrix is in

Appendix 6.

Outline below the membership of the LAG including the legal structure of the LAG

Outline below the selection process for LAG members, how members will/ havebeen recruited, how long for, and what will be expected of LAG members- skills

and experience and link with LDS


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The CLDSWG nominated a sub-group to oversee the transition period, form the

basis for the CLAG and recruit local people (living, working or employing in theCairngorms National Park) to become members to complete the CLAG for the 2014-2020 programme. These initial CLAG members represent key stakeholders andbring elements of essential knowledge and experience, both aspects of which helpfulfil some elements of the CLAG skills matrix. The recommendation is for aminimum of 12 members in the CLAG.

Opportunities to join the CLAG will be widely publicised, including through theCairngorms LEADER webpage, through the CNPA, and CLDSWG networks, and arange of other routes. A few specific strategic partners and bodies that are felt couldprovide specialist input may also be approached directly to gauge interest and to

nominate individuals to the CLAG or CLAG Advisory Network. The initial membersof the CLAG will oversee promotion of the opportunity to join the new CLAG andevaluate applications based on the skills matrix and taking account of the need for amaximum of 49% public authority representation. Expressions of interest (EoI) to join the CLAG will be evaluated against the requirements in the skills matrix and agap analysis of existing members against the matrix.

Membership will be for the duration of the programme with the potential for them tocontinue to be involved in future programmes, subject to a selection process, if theCLAG deems this to be necessary and appropriate. CLAG membership will bereviewed regularly throughout the programme period, with the option to recruit new

members as the programme progresses, and as additional needs are identified.

The CLAG chair will be appointed from within the CLAG and will be independent ofthe Accountable Body (CNPA). The role of Vice-Chair will be filled by the CNPA’s lead Director on the CLAG to support effective liaison between CLAG, Managing Authority and Accountable Body. This arrangement has proven to be effective overthe course of the 2007-2013 programme. The Chair and Vice-Chair positions arepermanent and both will also hold positions on the CLAG Board (incorporated entity).

The CLAG will act in accordance with the Memorandum and Articles of Association(M&A) and the LAG handbook. The CLAG will delegate responsibility for

administration of the programme through a MoU with CNPA (the Accountable Body).

Conflicts of interest

Pending further guidance from SG, members of the CLAG will be required to declareany interests at each meeting. These will be recorded in a register of interests whichwill be maintained by the CLAG Administrative team. Where CLAG members havean interest in an organisation which is applying for funding and under considerationby the CLAG, the CLAG member will be required to leave the room for the durationof the discussion. Fuller guidelines on governance and conflict of interest for CLAGmembers will be put in place prior to active commencement of the programme.


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LAG Procedures

Accountable Body

The Accountable Body for the LEADER 2014-2020 programme will be the CNPA,which was the Accountable Body in the previous programme. The externalevaluation of the previous programme confirmed the effectiveness of the CNPA asthe Accountable Body and partners in the area are clear that the CNPA has both thestructures, resources, experience and reputation to undertake this role effectively infuture.

The CNPA will support the operation of the LEADER programme. It will employ andaccommodate the CLAG Administrative team on behalf of the CLAG through a MoU.

As noted previously, the CNPA will be represented on the CLAG Board, and the lead

Director acting on behalf of the CNPA as Accountable Body will hold the Vice-Chairposition on the CLAG, ensuring continuity, consistency and effective communicationsbetween all elements of the programme and with SG as the Managing Agent.

Animation

Animation of the programme will be carried out by Development and SupportOfficers, dedicated thematic development officers and agencies according to thepriorities identified in the LDS. Enterprise and Youth are identified as hard to reachgroups within the Equalities Impact Assessment (EQIA) and therefore organisationswhich work closely with these sectors will be engaged to provide animation activity to

stimulate strands of activities which can be developed into projects. Developmentofficers and animation organisations will both support the development of ideas andsignpost for possible funding to support these initiatives including CairngormsLEADER funding to enable local people (living, working and employing in theCairngorms National Park) to become involved in implementation and delivery of theCairngorms Local Development Strategy and subsequent monitoring, evaluation andreview.

Animation support requirements may change throughout the course of theprogramme and as such contracts will be developed to allow for changes. Contractsand MoUs will outline the requirements and expectations of the CLAG in terms ofanimation delivered by development officers and organisations. The Administrative

Where an Accountable Body is proposed, an explanation above of why theorganisation is suitably qualified to undertake the role (e.g. .in terms of itssystems, staffing, experience and capabilities)

Any key responsibilities of the different partner or delivery organisations


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team will be responsible for management of contracts and MoUs on behalf of the

CLAG. The CLAG will approve contracts and MoUs according to their requirements.

Animation costs will be part funded under the administrative element of theCairngorms LEADER allocation and part funded by CNPA and other partners withsimilar requirements.

Structures and resources will differ depending on the individuals and organisationsengaged to delivery animation and the requirements of the programme.

Community Capacity Building

The CLAG is determined to ensure that sufficient capacity building takes place in thisnew programme to ensure that organisations and members of the community, whowant to be involved in LEADER, can be. The purpose of the community capacitybuilding element is to support community sectors to become more active indetermining what happens within their communities through Community ActionPlanning (CAP), consultation, cross sector meetings and events, trainingprogrammes and community development work.

This will be carried out by Community Organisations and Development Agencies. Inorder to animate ideas within certain stakeholder groups it may be necessary toconduct focused capacity building (e.g. community volunteers, young people,

business). Capacity building will be focused on delivery of the LDS Themesincluding Theme 1 which is specifically about strengthening the ability of groups toidentify their needs and gain the skills to work with other stakeholders to deliveractivities to meet their needs. Investment in capacity building will be made againstthe capacity needs to deliver the LDS and will focus on specific actions. CommunityCapacity Building will be funded under the projects element of the CairngormsLEADER allocation.

Capacity building activities are already undertaken in the territory which will becomplimented with additional actions specific to the delivery of the LDS. Wherespecific actions are identified to deliver the LDS, the CLAG will provide project

support. However the CLAG will not provide support for existing capacity buildingundertaken for the benefit of specific communities within the territory.

Decision-making procedures

EoI will be submitted to the CLAG Administrative team where they will be checkedfor eligibility for funding. On acceptance of an EoI an applicant will complete andsubmit a full application to the Administrative team who will conduct technical checksfor eligibility and fit with the programme’s themes, outcomes and indicators (see Appendix 7). Where required the Administrative team will follow up with the applicantfor any missing information prior to the application being considered by the CLAG. All applicants will be encouraged and, where appropriate, supported to submit online


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applications through the LEADER Actions in Rural Communities system (LARCS).

Systems will be put in place to facilitate offline applications in special circumstancesas approved by the CLAG.

All eligible EoI and applications will be sent to CLAG members prior to applicationreview meetings, in order to give them time to consider these. A scoring matrix willbe developed and signed off by the CLAG and CLAG Board prior to the review of thefirst round of applications. The scoring matrix will be based on clearly identifiedinvestment criteria (draft criteria are set out in Appendix 8). The CLAG will makerecommendations on projects that they consider suitable for funding to the CLAGBoard which will take final decisions on which projects are approved. The maximumCLAG intervention rate will be 100%.

If at any stage, CLAG members require additional expertise in consideringproposals, they will have the option of contacting, or inviting to their meeting,members of the CLAG Advisory Network.

The decision making process is illustrated in the diagram below.

OnlineApplication

Through Larcs

Technical

Checks

AdministrativeTeam

Follow-up

Scoring Matrix

Final Checks

Application

Review

Meetings

CLAGDecision

Approval

Notification toSuccessful

Projects

Appeals

Process for

Unsuccessful

Projects

Recommend


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Commissioned Projects will be subject to the same technical check as investmentapplications and will be subject to financial checks by the Accountable Body. TheLAG will identify the need for the project and the administrative team will be asked toproduce a project specification for the commission. The technical check would beconducted by a team member not involved in the specification design. The LAGwould then make the decision whether to approve or decline the specification. Theaccountable body would carry out a second technical and eligibility check on theproject and would oversee any procurement. Any agreements entered into fordelivery of the project would be between the CLAG and the third party delivering.Payment would be made via invoice for the attention of the LAG using cash frommade available by CNPA as the Accountable Body. Claims would be drawn down

from the Managing Authority in the usual way. The process will be subject to changeaccording to Scottish Government Guidance.

Timing of calls for applications

Prior to the roll out of the programme the CLAG will prepare a calendar of calls forapplications and criteria for submission of speculative expressions of interest. Callswill be determined by the themes and outcomes identified in the LDS. These will bedisseminated as a key part of the communications plan and programme start-up.Calls for applications may be open, geographic or thematic and will be informed byCLAG priorities and the monitoring and evaluation position of the LDS at any given

point. Further calls will be developed during the life of the programme. Calls will bemade for EoI to LEADER investment strands and other funding strands administeredby the CLAG.

Timing of callsRoll out & Promotion of the programme Within 1 month of SLA being signed

1s round of decision on applications Within 4 months after SLA being signed

Appeals Process

Pending further guidance from SG, it is anticipated that It will be the responsibility ofthe CLAG Board to resolve any disputes arising from CLAG funding decisions as thefinal point of appeal on any LEADER funding decisions. The appeals process will bedrawn up and approved by the CLAG Board and will be clearly outlined to applicants.

Under the standard decision making process, the CLAG Board will receiverecommendations from the CLAG. The CLAG Board will review theserecommendations to ensure that due process has been followed and that outputsand outcomes secured from approved projects and proposals are consistent with thedelivery of the LDS priorities. The CLAG Board will not, in the normal course ofbusiness, revisit and duplicate CLAG discussions on the relative merits of projects


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and proposals nor will it revisit CLAG members’ scoring and decision making

rationale.

All CLAG recommendations to the CLAG Board will be notified to interested partiesand will be published on the CLAG website. Typically, these CLAGrecommendations will be published at least two weeks prior to the CLAG Boardmeeting.

Should anyone wish to appeal against a CLAG decision, the appeal will beconsidered by the CLAG Board. On submission of an appeal, the CLAG Board willarrange for an investigation of the grounds of appeal to be conducted. Onsubmission of an appeal, the CLAG Board will review the full detail of the rationale

for a recommendation being made by the CLAG to the CLAG Board. Any perceivedomissions of fact and / or errors of judgement or scoring will be considered by theCLAG Board in reviewing a decision subject to appeal.

The decision of the CLAG Board following review of an appeal and consideration ofevidence arising from investigation shall be final.

The CLAG will agree and publish a full appeal review procedure to support itsappeals process.


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Cooperation Projects

A cooperation group has been formed consisting of representatives from neighbouringLocal Action Groups (LAG) and Local Authorities (LAs) to build the basis for increasedcooperation projects. The group will meet regularly to develop ideas, share experiencesand ensure strong linkages between neighbouring LAG areas.

Initial ideas for possible cooperation projects include:

Youth Initiative

Rural leadership programme

Skills and training relevant to regional economic needs

Social Return on Investment study

The CLAG will also actively pursue opportunities for at least one trans-national projectwhere this is feasible and appropriate to enhance delivery of the LDS.

Monitoring and Evaluation Plans

A monitoring and evaluating strategy has been developed for the LEADER 2014-2020programme which is in Appendix 9. The purpose of evaluating the programme is to gatherthe impact of the LEADER programme 2014-2020. It will be the key means of ensuringthat the operational targets are being achieved and that Cairngorms LEADER investmentmakes a positive contribution to the national targets for LEADER established by SG as theManaging Authority. SG monitoring and evaluation requirements will be included in theCairngorms Monitoring and Evaluation Strategy and will include the following:

The EC has set out indicators for monitoring and evaluating the Rural DevelopmentPriorities programme (2014-2020). The SG is required to report progress against theseindicators annually as set out in the regulations. There are two different sets of indicatorsthat are relevant to LEADER (output and result). The output indicators are those that aremore process orientated (e.g. investment and number of projects supported) while theresult indicators measure the effect of the investment e.g. jobs created.

The Monitoring and Evaluation requirements for the EC and SG will form the minimumdata collection carried out by the Cairngorms Local Action Group however furtherMonitoring and Evaluation will be carried out to monitor and evaluate the extent to whichthe Cairngorms Local Development Strategy is being delivered and the contribution madeby individual investments made through LEADER. A detailed plan for Monitoring andEvaluation will be drafted prior to programme implementation to satisfy the needs of ED,

SG and CLAG reporting, based on recommendations in the Monitoring and EvaluationStrategy.

See section in guidance and offer supplementary proposals around

local monitoring and LDS aims


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The EC and SG output indicators at time of writing are presented below.

The EC and SG result indicators for LEADER measure the area of the population that isaffected and the number of jobs created under the LEADER scheme. Result indicators arespecific to each focus area (P6A – P6C). These measure the area of the population that isaffected and the number of jobs created under LEADER. Result indicators are specific toeach focus area (P6A – P6B).

Focus Area Indicators

P6 AFacilitating diversification, creation ofnew small enterprises and jobcreation

Jobs created in supported projects

P6 BFostering local development in ruralareas

% of rural population covered bylocal development strategiesRural population benefiting fromimproved services / infrastructures

Community capacity


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This impact indicator for the 2007-2013 programme will be carried over into the

partnership agreement for the next programme period. In 2013 the community capacityindicator was piloted and in Feb 2014 a questionnaire was sent out to all LAGs to capturerelevant information. The questionnaire asked for information on the following:

Effectiveness of the decision making body

Cooperation projects

Case studies that illustrate community capacity

Questions will be added to the application and claim forms so that information can becollected for the duration of the programme. Case studies will be collected retrospectivelywhere not captured during the delivery of the programme. Other data collection

requirements are age, gender, business, business type.

The CLAG will ensure that monitoring and evaluation is addressed rigorously in the 2014-2020 programme and the strategy sets out the principles and approaches to achieve this.Whilst it focuses on programme-level monitoring and evaluation, it also sets the context forfunded organisations to evaluate the impact of their projects.

The CLAG is committed to provide support to applicants and grant holders to build theircapacity for monitoring and evaluation and to ensuring that the monitoring data collected issufficient to enable the CLAG to assess progress accurately, and take informed decisionsabout future funding priorities.

The strategy also takes account of the need to disseminate the lessons that are learnedfrom monitoring and evaluating.

Financial Arrangements(i) Administration (ii) Programme Budget

Initial headline costs have been developed based on information available to date. Thesewill be expanded into a full working budget and forecast following receipt of allocation and

Further information will be provided on budgets and allocations by SG but any dataon match funding, funding profile, investors, etc that can be detailed now

please provide below.

Also provide, administrative budget Plans for the LAG’s operational base, equipmentand support services (new LAGs should prepare realistic costed proposals for thephysical establishment, equipping and running costs of their offices and staff), and;

A breakdown of proposed headline employment costs and the other costsassociated with the delivery of the programme; all posts need to be detailed andcosts set out as part of the LDS preparation. Delivery costs should be profiled overthe planned period of the LAGs operation.


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prior to the award of any grant agreements. Below is a broad overview of anticipated

costs:

Indicative Allocation:

LEADER £2.8mSME £1.0m Accountable Body £0.4m (provisional cash match over 6 years for administration and

animation; excludes in kind support)

Total £4.2m

Breakdown of allocation:

Cooperation – min 10% Animation and administration – max 25%

Enterprise – min 10%

Enterprise: farm diversification – min 10%

Provisional annual budget for year 1 administration and animation will be approximately£220,000 dependent on final allocation.

The £0.4 million contribution from the Accountable Body toward this business plan hasbeen confirmed by the CNPA Board at their meeting of 12 September 2014. In addition tothe cash contribution from CNPA, the organisation will also provide office facilities for theLEADER Administrative team.

The CLAG will seek to secure programme level match funding and match funding againstspecific calls. It will also seek to deliver other funds on behalf of CNPA and otherorganisations as appropriate.

CNPA may also provide up to a further £300,000 over 6 years to support a small grantsprogramme to compliment the LEADER investment programme and support LDS delivery.If agreed as part of future CNPA strategic plans, this small grants scheme will beadministered by the LAG Administrative team.

Communications Plan

During the LDS development the VOiCE (Visioning Outcomes in Community Engagement)tool was used to ensure high standards of communication and involvement. The CLAG iscommitted to ensuring that the level and quality of communication which has taken placeduring the development of the new strategy is retained during the new programme.

A number of key audiences have been identified:

Please set out below the proposed arrangements for communications


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Local communities

Local stakeholders and agencies The business community

Scottish Government

Other LAGs

Community Planning Partnerships

Communications will have a number of purposes including:

Continuing to consult with the community to ensure that we meet need and thatLEADER activities connect with expectations.

Communication in the form of promotion to attract new applicants and partners to

support delivery of the LDS. Sharing good practice.

Demonstrating the impact we are having.

Providing learning opportunities based on our experiences.

Communication activities we anticipate being included in the full communications planinclude:

Development and dissemination of good practice case studies.

Regular promotion of the impact of LEADER on the local area through local

newspapers, radio and other media such as third sector newsletters etc as thisbecomes available.

Promotion of the programme (including calls for applications, dissemination oflessons learned, and notification of events) through social media outlets such asFacebook and Twitter. We anticipate setting up both a Facebook and Twitteraccount for the new programme.

CLAG newsletter and publications.

CLAG website.

A series of learning events held regularly throughout the programming period forapplicants, potential future applicants, and funded organisations.

Regular participation in partnerships and networks both within and out with the

Cairngorms area. Events and celebrations.

The communications plan will be developed for inclusion in the LAG handbook. Allcommunications activity will consider issues identified in the EQIA including the need touse multiple formats, use of plain english, ensure that all materials and venues areaccessible and enable all members of the community to engage. Bespoke communicationactivity may be required to reach certain audiences. Further details are included in Appendix 10 in the EQIA.

A draft outline for communications activity in year 1 is included in Appendix 11. This planis designed to ensure that the CLAG effectively communicate key information to ensurethat all stakeholders are aware of the initiation of the new programme and have access to


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the necessary information to engage with implementation of the Cairngorms Local

Development Strategy through consultation, participation in networking or application forinvestment for a project. The CLAG will ensure that all information about the process forengagement and the timetable for implementation is made available in the public domainand is actively communicated to potential stakeholders.

This plan will be reviewed and amended annually by the CLAG and the LEADER Administration team to ensure a tailored approach is taken to communications.

Equality Statement

The CLAG promote best practice in the advancement of equality of opportunities throughour own activities and encourage all project stakeholders to do the same. All grantapplicants will be required to complete equalities information which will be used to identifygaps and think about innovative ways of targeting appropriate activities.

Equality of opportunities will be monitored throughout the programming period and theinformation gathered used to review and revise project activities.

A variety of tools, partners and methodologies will be used to advance equalities

throughout delivery. Furthermore, grant management processes will be simplified wherepossible to encourage a broad range of applicants.

In addition, there are a number of groups within our area that we have identified as being aparticular priority for this new programme. These include geographical areas that havereceived less community development support in previous programming periods; andtarget groups which are particularly vulnerable to the risk of exclusion in the CairngormsNational Park. These groups include young people, the elderly and disabled people,people on low wages, and ethnic minorities. Engagement with the business community willalso be prioritised.

We anticipate at this stage that we may make separate calls for projects to come forwardto address these priorities and others, or that the CLAG may commission specificinterventions. We will ensure that we are continually measuring the impact of activitiesundertaken to support these priority areas and groups and others identified as theprogramme progresses. Our programme indicators include indicators which will enable usto monitor the extent to which we are reaching these groups, and the impact LEADERinterventions are having on them.

Throughout the programme we will promote relations between groups throughencouraging delivery of projects by organisations working in partnerships.

The CLAG will be a diverse group of skilled people representing a wide variety of sectorsand organisations enabling relationships to be built between individuals and the groups

Please set out below your equality statement


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they represent. It will also function as an enabling organisation promoting good practice in

equality to partners involved in strategy delivery.

An EQIA on the LDS is being conducted and will be signed off when the LDS is finalised.

Document Version Control

Version Comment

0 Draft Versions

0.0 Received from Blake Stevenson 30 July

0.1 Reworked by JM following LAG discussion 31 July

0.2 Review and minor amendments / additions DC1 Scottish Government Submission

1.0 Version submitted to Scottish Government

2 Revisions following Scottish Government Feedback and CNPA Board meeting

2.1 AM revisions 12 Sep 14

2.2 DC revisions and comments 15 Sep 14

2.3 AM revisions 19 Sep 14; DC review / additions 25 Sep

3 Scottish Government 2nd

Submission 30th September 2014

3.1 AM Revisions following SG feedback 26.3.15


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LEADER Business Plan Appendices

Appendix 1: Draft Cairngorms Local Action Trust Constitution

Appendix 2: CLAG and CLAG Board Terms of Reference

Appendix 3: CLAG Membership and Responsibilities

Appendix 4: Draft MoU between CLAG and CNPA as Accountable Body

Appendix 5: Administrative Team

Appendix 6: Skills Matrix

Appendix 7: Indicators

Appendix 8: Draft Investment criteria

Appendix 9: Monitoring and Evaluation Strategy

Appendix 10: Equalities Impact Assessment

Appendix 11: Draft Communications Plan for Year 1


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Appendix 1:

Cairngorms Local Action Trust Draft Constitution

DRAFT

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

CAIRNGORMS LOCAL ACTION TRUST

A company limited by guarantee and not having a share capital

(Permitted under Section 30 Companies Act 1985 to exclude "Limited" from name)


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COMPANIES ACT 1985 as amended by COMPANIES ACT 1989

A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

MEMORANDUM OF ASSOCIATION

OF


1. 1 The name of the company is CAIRNGORMS LOCAL ACTION TRUST.

In this Memorandum

“Area” means (a) the Cairngorms National Park as defined in the Cairngorms NationalPark Designation, Transitional and Consequential Provisions (Scotland) Order 2003 assubsequently amended from time to time and (b) such land adjoining the CairngormsNational Park as can, for practical purposes, fall within the scope of a project orinitiative undertaken by the Trust from time to time.

“Director” means a Director of the Trust.

"Trust" means the Company

2. The Trust's registered office is to be situated in Scotland.

3.12 The Trust’s objects (“the Objects”) are:

3.1.1 to encourage, animate and support design of community led local developmentinitiatives which individually and collectively will contribute to delivering the objectivesof an agreed Local Development Strategy for the Cairngorms National Park;

3.1.2 to administer and award LEADER and associated funds in support of community ledlocal development activities in delivery of Local Development Strategy Priorities;

3.1.3 to administer and award other funds in line with funding conditions in support ofdelivery of the Local Development Strategy and Cairngorms National Park PartnershipPlan;

1 Definitions inserted by Special Resolution dated [ ]2 This clause substituted by Special Resolution dated [ ]


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3.1.4 to promote knowledge transfer and share best practice in delivery of sustainable ruraldevelopment projects within Scotland, across the United Kingdom and internationally;

3.1.5 to commission appropriate activities in furtherance of the Objects;

3.1.6 to deliver rural development priorities as set out in an agreed Local DevelopmentStrategy.

3.2 in furtherance of the object described in clause 3.1, but not otherwise, the Trust shallhave power:

3.2.1 to provide facilities and resources to support the delivery of its objects and to do so solelyon its own account or in partnership, joint venture or other association with otherpersons;

3.2.2 to promote its activities and objectives for the purpose of seeking the engagement and / or

participation of other bodies and individuals in the work of the Trust;

3.2.3 to seek donations and funding contributions and to carry out such work as is required tosupport and encourage donations and funding contributions in support of the work of theTrust and the delivery of its objects;

3.2.4 to produce publicity materials and reports, and attend events, to promote the work of theTrust, and in support of knowledge transfer and delivery of the wider objects of the Trust;

3.2.5 to consult with statutory and other bodies with a responsibility for or interest in the Areafor the purpose of encouraging their respective involvement and support in the work of

the Trust;3.2.6 to acquire and to take over the whole or any part of the undertaking and liabilities of

any person entitled to any property or rights suitable for any of the objects of the Trust;

3.2.7 to purchase, take on feu, lease, hire, take in exchange, and otherwise acquire anyproperty and rights which may be advantageous for the purposes of the activities of theTrust;

3.2.8 to improve, manage, exploit, develop, turn to account and otherwise deal with all or anypart of the undertaking, property and rights of the Trust;

3.2.9 to sell, feu, let, hire, license, give in exchange and otherwise dispose of all any part of theundertaking property, and rights of the Trust;

3.2.10 to lend money and give credit to any person, with or without security, and to grantguarantees and contracts of indemnity on behalf of any person;


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3.2.11 to borrow money and give security for the payment of money by, or the performanceor other obligations of, the Trust or any other person;

3.2.12 to draw, make, accept, endorse, discount, negotiate, execute and issue cheques,promissory notes, bills of exchange, bills of lading, warrants, debentures and other

negotiable or transferable instruments;

3.2.13 to remunerate any individual in the employment of the Trust and to establish, maintainand contribute to any pension, allowance or remuneration to, and to make any paymentfor or towards the insurance of, any individual who is or was at any time in theemployment of the Trust and the wife, widow, relatives and dependants of any suchindividual who is or was at any time in the employment of the Trust and the wife,widow, relatives and dependants of such any individual; and to establish, subsidise andsubscribe to any institution, association, club and fund which may benefit any suchperson;

3.2.14 to promote any private Act of Parliament, Provisional Order and other authority toenable the Trust to carry out its objects, alter its constitution, achieve any otherpurpose which may promote the Trust’s interests, and to oppose or object to any

application or proceedings which may prejudice the Trust’s interests;

3.2.15 to enter into any arrangement with any organisation, government or authority whichmay be advantageous for the purposes of the activities of the Trust and to obtain fromany such organisation, government or authority any charter, right, privilege orconcession;

3.2.16 to enter into partnership or any other arrangement for sharing profit, co-operation or

mutual assistance with any charitable body, whether incorporated or unincorporated;

3.2.17 to give any debenture or securities and accept any shares, debentures or securities asconsideration for any business, property and rights acquired or disposed of;

3.2.18 to effect insurance against risks of all kinds;

3.2.19 to invest moneys of the Trust not immediately required for the purposes of its activitiesin such investments and securities (including land in any part of the world) and that insuch manner as may from time to time be considered advantageous (subject tocompliance with any applicable legal requirements) and to dispose of and vary such

investments and securities;

3.2.20 to promote companies whose activities may further one or more of the above objectsor which may generate income to support the above objects, acquire and hold shares,stocks, debentures and other interests in such companies and carry out, in relation toany such company which is a subsidiary of the Trust, all such functions as may beassociated with a holding company;


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3.2.21 to establish and support any association or other unincorporated body having objectsaltogether or in part similar to those of the Trust and to promote any company orother incorporated body formed for the purpose of carrying on any activity which theTrust is authorised to carry on;

3.2.22 to amalgamate with any charitable body, incorporated or unincorporated, having objectsaltogether or in part similar to those of the Trust;

3.2.23 to subscribe for, take, purchase and otherwise acquire and hold shares, stocks,debentures and other interests in any company with which the Trust is authorised toamalgamate and to acquire and take over the whole or any part of the undertaking,assets and liabilities of any body, incorporated or unincorporated, with which the Trustis authorised to amalgamate;

3.2.24 to transfer all or any part of the undertaking, property and rights of the Trust to anybody, incorporated or unincorporated, with which the Trust is authorised to

amalgamate;

3.2.25 to subscribe and make contributions to or otherwise support charitable bodies,whether incorporated or unincorporated, and to make donations for any charitablepurpose connected with the activities of the Trust or with the furtherance of its objects;

3.2.26 to accept subscriptions, grants, donations, gifts, legacies and endowments of all kinds,either absolutely or conditionally or in trust for any of the objects of the Trust;

3.2.27 to take such steps (by way of personal or written appeals, public meetings or otherwise)as may be deemed expedient for the purpose of procuring contributions to the funds of

the Trust, whether by way of subscriptions, grants, loans, donations or otherwise;

3.2.28 to carry out these objects in any part of the world as principal, agent, contractor,Member or in any other capacity and through an agent, contractor, sub-contractor,Member or any person acting in any other capacity and either alone or in conjunctionwith others; and

3.2.29 to do anything which may be incidental or conducive to the attainment of the objects ofthe Trust both within and outside the United Kingdom.

In this clause where the context so admits, “property” means any property, heritable or

moveable, real or personal, wherever situated.

4.13 Subject to clause 4.2 the income and property of the Trust shall be applied solelytowards the promotion of its objects as set out in clause 3 and no part of the incomeand property of the Trust shall be paid or transferred, directly or indirectly by way ofdividend to any Member.

3 This clause substituted by Special Resolution dated [ ]


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4.2 The Trust shall, notwithstanding the provisions of clause 4.1 and subject always toclause 4.3, be entitled

4.2.1 to pay reasonable and proper remuneration to any Member in return for professional,

commercial, trade or other services actually rendered to the Trust in a capacity otherthan that of Member or Director;

4.2.2 to pay interest at a rate not exceeding the commercial rate on money lent to the Trustby any Member;

4.2.3 to pay rent at a rate not exceeding the open market rent for premises let to the Trustby any Member;

4.2.4 to purchase assets from, or sell assets to, any Member providing such purchase or saleis at market value;

4.2.5 to make payment to a Member in reimbursement of out of pocket expenses incurred bysuch Member in providing services for the Trust; and

4.2.6 to pay remuneration to any Member, including the provision of living accommodationunder a bona fide contract of employment.

4.3 In operating under clause 4.2, the Trust shall at all times be subject to such restrictionsas are in force under statute form time to time.

5.4 The liability of the Members is limited.

6.5 Each Member undertakes to contribute such amount as may be required (not exceeding£1) to the Trust’s assets if it should be wound up while it is a Member or within oneyear after it ceases to be a Member, for payment of the Trust’s debts and liabilitiescontracted before it ceases to be a Member, and of the costs, charges and expenses ofwinding up, and for the adjustment of the rights of the contributories among themselves.

7.16 If on the winding-up of the Trust any property remains after satisfaction of all theTrust’s debts and liabilities, such property shall not be paid to or distributed among theMembers but shall be transferred to some other charitable body or bodies (whetherincorporated or unincorporated) whose objects are altogether or in part similar to the

objects of the Trust and whose constitution restricts the distribution of income andassets among Members to an extent at least as great as does clause 4 of thismemorandum of association.

4 This clause substituted by Special Resolution dated [ ]5 This clause substituted by Special Resolution dated [ ]6 This clause substituted by Special Resolution dated [ ]


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7.2 The body or bodies to which property is transferred under clause 7.1 shall be

determined by the Members at or before the time of dissolution or, failing such

determination by such court as may acquire jurisdiction.

7.3 To the extent that effect cannot be given to the provisions of clauses 7.1 and 7.2, therelevant property shall be applied to some other charitable object or objects.


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We, the subscribers to this memorandum of association wish to be formed into acompany pursuant to this memorandum.

Names, Addresses and descriptions of Subscribers

Directors of Trust to complete Names and Signature before witnesses here

Names, address and descriptions of witnesses to the above Signatures:

Director Names, addresses and descriptions

of witnesses


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THE COMPANIES ACT 1985 as amended by THE COMPANIES ACT 1989

A COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

OF


Adopted by Special Resolution dated [ ]

Interpretation

1. In these regulations:

“the Act” means the Companies Act 1985 as amended by the

Companies Act 1989 and the Companies Act 2006 and

any statutory modification or re-enactment thereof for

the time being in force.

“Affiliate” means a person admitted as an affiliate of the Trust

pursuant to Article 64.

“Area” means (a) the Cairngorms National Park as defined in theCairngorms National Park Designation, Transitional andConsequential Provisions (Scotland) Order 2003 as

subsequently amended from time to time and (b) suchland adjoining the Cairngorms National Park as can, forpractical purposes, fall within the scope of a project orinitiative undertaken by the Trust from time to time.

“Articles” means the articles of association of the Trust andreference to an Article is to one of the Articles.

“Authority” means The Cairngorms National Park Authority createdby the Cairngorms National Park Designation,Transitional and Consequential Provisions (Scotland)

Order 2003 and any statutory successor as accessauthority for the whole or substantially all of the Area.

“Trust” means Cairngorms Local Action Trust, a companylimited by guarantee and not having a share capital.

“clear days” in relation to the period of a notice means that periodexcluding the day when the notice is given or deemed tobe given and the day for which it is given or on which itis to take effect.

“Community Led Local Development”

means a method for involving partners at local level,including the civil society and local economic actors, in


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designing and implementing local integrated strategiesthat help their areas make a transition to a moresustainable future.

“Director” means a Director of the Trust.

“executed” includes any mode of execution, signature, subscriptionor sealing.

“Charity Law” means the law of Scotland so far as applicable to theregulation and operation of charities and trustees ofcharities including but not limited to the provisions ofthe Charities and Trustee Investment (Scotland) Act2005 as amended, consolidated and supplemented fromtime to time.

“General Meeting” means a Annual General Meeting or an Extraordinary

General Meeting held for any of the purposes specified inthe Act or in the Articles.

“Local ActionGroup (LAG)”

means a partnership of private and public stakeholderswith an interest in delivery of the Local DevelopmentStrategy for the area. This will be the body responsiblefor delivery of the strategy and making investmentdecisions.

“Local Development

Strategy (LDS)” means a document which sets out the investmentpriorities, agreed following consultation within the area,for Community Led Local Development within that areaand which will be delivered by a Local Action Group(LAG)

“Member” means a member of the Trust.

“month” means a calendar month;

“the Objects” has the meaning set out in clause 3.1 of the Trust’sMemorandum of Association

“Private Director” means a Director representing themselves as anindividual, a private company, or a community orcharitable organisation.

“Public Director” means a Director representing a publicly fundedorganisation – a local authority, non-departmental publicbody, or central government and its agencies.

“Registered Office” means the registered office of the Trust.

“Secretary” means the secretary of the Trust or any other personappointed to perform the duties of the secretary of the


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Trust pursuant to the Act, including a joint, assistant ordeputy secretary.

“the United Kingdom” Means Great Britain and Northern Ireland

Unless the context otherwise requires, words or expressions contained in the Articles bear the

same meaning as in the Act but excluding any statutory modification thereof not in force whenthese regulations become binding on the Trust.

The provisions of the Interpretation Act 1978 shall apply to the construction and interpretation ofthe Articles.

For the avoidance of doubt no provisions contained in any of Tables A to F inclusive set out in theCompanies (Tables A to F) Regulations (S1 1985 No. 805) shall apply to the Trust.

Diectors

2. The Directors of the Trust shall be drawn from an appointed with the approval of theCairngorms Local Action Group, or its successor.

3. In the event of the number of Directors falling below three, the Directors shall convene anExtraordinary General Meeting of the Trust for the purposes of considering whether theTrust should be wound up.

Admission of Members

4. Not used

Cessation of Directorship

5 Notwithstanding the other provisions of the Articles a Director shall cease to be aMember of the Trust on the earliest to occur of

5.1 its dissolution (or in the case of a natural person who is a Director at the date of adoptionof these Articles, their death)

5.2 the expiry of one month from the date on which they or it has given notice in writingaddressed and delivered to the Secretary of the Trust of their resignation as a Director

5.3 the date on which the Directors, acting in their sole discretion, pass a resolution for suchDirector’s removal pursuant to Article 26 whether or not assigning any reason for such

removal.

General Meetings

6 All General Meetings shall be either Annual General Meetings or Extraordinary GeneralMeetings.

7 The Directors may call general meetings and, on the requisition of voting members pursuant

to the provisions of the Act, shall forthwith proceed to convene an extraordinary generalmeeting for a date not later than eight weeks after receipt of the requisition.


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8 The Trust shall hold an annual general meeting in each year. Not more than fifteen monthsshall elapse between the date of one annual general meeting of the Trust and that of the next.The annual general meeting shall be held at such times and places as the Directors shallappoint. All general meetings other than annual general meetings shall be called extraordinarygeneral meetings.

Notice of General Meetings

9 An Annual General Meeting and an Extraordinary General Meeting called for the purposeof considering a special resolution or special business shall be called by at least 21 cleardays’ notice and all other Extraordinary General Meetings shall be called on at least 14days’ notice, but subject in each case to the provisions of the Act with respect to short

notice.

10 A notice convening a General Meeting shall specify the time and place of the GeneralMeeting, the terms of any resolution which is to be proposed as a special resolution or

extraordinary resolution or which constitutes a resolution requiring special notice, thegeneral nature of any other business to be transacted at the General Meeting and whetherthe General Meeting is an Annual General Meeting or an Extraordinary General Meeting.

11 Notice of every General Meeting shall be given to all the Members and to the auditor.

12 The accidental omission to give notice of a General Meeting to, or the non-receipt ofnotice of a General Meeting by, any person entitled to receive notice pursuant to Article11 shall not invalidate the proceedings at that General Meeting.

Proceedings at General Meetings

13 No business shall be transacted at any General Meeting unless a quorum is present. Aquorum shall comprise a majority of the Directors. For a quorum, those Directorspresent must also be in a proportion of over 50% private Director and less than 50% publicDirector.

14 If the quorum required under Article 13 is not present within half an hour after the timeappointed for the General Meeting, or if during a General Meeting such a quorum ceasesto be present, the General Meeting shall stand adjourned to such time and place as may befixed by the Directors. If the General Meeting is adjourned for more than 21 days, not less

than 10 days notice shall be given of the adjourned date and time but otherwise it shall notbe necessary to give the Members notice of the adjournment.

15 The chairman of the Board of Directors or in their absence some other Director nominatedby the Directors at the time shall preside as chairman of the meeting, but if neither thechairman nor such other Director (if any) be present within fifteen minutes after the timeappointed for holding the meeting and willing to act, the Directors present shall elect one oftheir number to be chairman and, if there is only one Director present and willing to act, heshall be chairman. If no Director is willing to act as chairman, or if no Director is presentwithin fifteen minutes after the time appointed for holding the meeting, the members presentand entitled to vote shall choose one of their number to be chairman.


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16 The chairman may, with the consent of a General Meeting at which a quorum is present(and shall if so directed by the General Meeting), adjourn the General Meeting from timeto time and from place to place.

17 No business shall be transacted at an adjourned General Meeting other than businesswhich could properly have been transacted at the General Meeting which was adjourned if

the adjournment had not taken place.

18 A resolution put to the vote of a General Meeting shall be decided on a show of handsunless before, or on the declaration of the result of, the show of hands a poll is demandedby the chairman or by at least two of the Members at the time (including those notpresent) and a demand by any person as proxy for a Member shall be deemed to be ademand by such Member. Unless a poll is demanded, a declaration by the chairman that aresolution has been carried or carried unanimously or by a particular majority or lost ornot carried by a particular majority, and an entry to that effect in the minutes of themeeting, shall be conclusive evidence of the fact without proof of the number orproportion of the votes recorded in favour of or against the resolution.

19 The demand for a poll may, before the poll is taken, be withdrawn but only with theconsent of the chairman; a demand so withdrawn shall not invalidate the result of a showof hands declared before the demand was made nor the result of a show of hands declaredafter the demand is so withdrawn.

Votes of Directors at General Meetings

20 At General Meetings, each Director shall, on a show of hands and on a poll, have one votewhich must be given personally.

21 Not used.

22 Not used.

23 Not used.

24 Not used.

25 Any resolution for the admission of a person to, or removal of a person from, Directorshipof the Trust shall take the form of a special resolution.

26 In the case of an equality of votes, whether on a show of hands or on a poll, the chairmanof the meeting shall have a casting vote in addition to the vote to which he may be entitledas a member.

27 No objection may be raised as to the validity of any vote, or to the qualification of anyvoter, except at the General Meeting at which the vote objected to is tendered or thevoter purports to vote. Every vote not disallowed at the General Meeting shall be validand any such objection shall be referred to the chairman of the General Meeting whosedecision shall be final and conclusive.

Number and status of Directors


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28 The number of Directors shall not at any time be less than two but shall not be subject to anymaximum. The Directors shall be deemed for the purposes of Charity Law to be thetrustees of the Trust.

Appointment and Retiral of Directors

29 Not used.

30 Not used.

31 The Directors shall be entitled from time to time to appoint persons to hold office asDirectors provided that:

31.1 The aggregate number of Directors appointed pursuant to this Article 31 and holding officeat any time shall not exceed three and

31.2 Any Director so appointed shall retire on the fourth anniversary of the date of their

appointment but shall be eligible for re-appointment for a further term of four years.

32 No person shall be appointed as a Director pursuant to any of Articles 29, 30 and 31

32.1 If they are disqualified by law from holding office as a Director and

32.2 Unless they are a British citizen.

Disqualification and Removal of Directors

33 A Director shall vacate office on the earliest to occur of the following events:

33.1 they cease to be a director by virtue of any provision of the Act or becomes prohibited bylaw from being a director of a company;

33.2 they become bankrupt or apparently insolvent;

33.3 they become incapable for medical reasons of fulfilling the duties of their office and suchincapacity is expected to continue for a period of more than six months;

33.4 they resign office by notice to the Trust;

33.5 they are absent (without permission of the Directors) from meetings of Directors formore than six consecutive months and the Directors resolve to remove them from office;

33.6 the Member who appointed them ceases to be a Member;

33.7 they are removed by written notice from the appointing Member pursuant to Articles 29or 30;

33.7 they are removed by special resolution of the Members;

33.8 the fourth anniversary of any appointment pursuant to Article 31.


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Directors’ Interests

34 Subject to the provisions of the Act, the Charity Law and the provisions of clause 4 of thememorandum of association and provided that they have disclosed to the Directors thenature and extent of any material interest of themselves, a Director notwithstanding theiroffice:

34.1 may be a party to, or otherwise interested in, any transaction or arrangement with theTrust or in which the Trust is otherwise interested;

34.2 may be a director or other officer of, or employed by, or a party to any transaction orarrangement with, or otherwise interested in, any body corporate promoted by the Trustor in which the Trust is otherwise interested; and

34.3 shall not, by reason of their office, be accountable to the Trust for any benefit which theyderives from any such office or employment or from any such transaction or arrangementor from any interest in any such body corporate and no such transaction or arrangement

shall be liable to be treated as void on the ground of any such interest or benefit.

35 For the purposes of the preceding Article:

35.1 a general notice given to the Directors that an Director is to be regarded as having aninterest of the nature and extent specified in the notice in any transaction or arrangementin which a specified person or class of persons is interested shall be deemed to be adisclosure that the Director has an interest in any such transaction of the nature andextent so specified; and

35.2 an interest of which an Director has no knowledge and of which it is unreasonable toexpect them to have knowledge shall not be treated as an interest of theirs.

Directors’ Remuneration and Expenses

36 No Director shall be entitled to any remuneration, whether in respect of their office asDirector or as holder of any executive office under the Trust except under the terms of acontract of employment in a form approved by the Directors.

37 The Directors may be paid all travelling and other expenses properly incurred by them inconnection with the discharge of their duties but not in connection with their attendance

at meetings of Directors, General Meetings or Ordinary Meetings.

Powers of Directors

38 Subject to the provisions of the Act, the memorandum of association and the Articles andto any directions given by special resolution, the business of the Trust shall be managed bythe Directors who may exercise all the powers of the Trust.

39 No alteration of the memorandum of association or the Articles and no direction given byspecial resolution shall invalidate any prior act of the Directors which would have beenvalid if that alteration had not been made or that direction had not been given.


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40 The powers conferred by Article 38 shall not be limited by any special power conferred onthe Directors by the Articles.

41 A meeting of Directors at which a quorum is present may exercise all powers exercisableby the Directors.

42 The Directors may, by power of attorney or otherwise, appoint any person to be theagent of the Trust for such purpose and on such conditions as they may determine,including authority for the agent to delegate all or any of their powers.

Proceedings of Directors

43 Subject to the provisions of the Articles, the Directors may regulate their proceedings asthey think fit. Any Director or Directors may participate in a meeting of the Directors orof any committee thereof of which they are a member by conference telephone or similarcommunications equipment by means of which all the persons participating in such meetingcan hear each other at the same time. Participation in a meeting in this manner shall be

deemed to be presence in person at the meeting by such Director or Directors.

44 Any Director may call a meeting of the Directors or request the Secretary to call ameeting of the Directors and the Directors shall meet not less than four times in eachaccounting period of the Trust.

45 No notice of a meeting of Directors need be given to a Director who is absent from theUnited Kingdom.

46 The Directors shall appoint one of their number as the chairman of the Trust to presideover General Meetings and meetings of the Directors. The chairman may be a Directorappointed pursuant to Article 29 or a Director appointed pursuant to Article 31. TheDirectors may also appoint a deputy chairman. In the absence of the chairman (or thedeputy chairman) at any such meeting, the Directors shall appoint another of their numberas chairman pro tem.

47 Questions arising at a meeting of Directors shall be decided by a majority of votes but inno circumstances shall the chairman have a second or casting vote.

48 The quorum for the transaction of the business of the Directors may be fixed by theDirectors and, unless so fixed at any other number, shall be [two].

49 The continuing Directors or a sole continuing Director may act notwithstanding vacanciesbut if the number of remaining Directors is less than the number fixed as the quorum, theyor he may act only for the purpose of calling a General Meeting.

50 All acts done by a meeting of Directors or by a meeting of a committee of Directors or bya person acting as an Director shall, notwithstanding that it is afterwards discovered thatthere was a defect in the appointment of any Director or that any of them was disqualifiedfrom holding office or had vacated office or was not entitled to vote, be as valid as if everysuch person had been duly appointed and was qualified and had continued to be anDirector and had been entitled to vote.


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51 Except as otherwise provided by the Articles, an Director shall not vote at a meeting ofDirectors or at a meeting of a committee of Directors on any resolution concerning amatter in which they have, directly or indirectly, an interest or duty which is material andwhich conflicts or may conflict with the interests of the Trust unless the interest or dutyarises only because the case falls within either or both of the following paragraphs:

51.1 the resolution relates to the giving to the Director of a guarantee, security or indemnity inrespect of money lent to, or any obligation incurred by the Director for the benefit of, theTrust or any of its subsidiaries;

51.2 the resolution relates to the giving to a third party of a guarantee, security or indemnity inrespect of an obligation of the Trust or any of its subsidiaries for which the Director hasassumed responsibility in whole or part (and whether alone or jointly with others) under aguarantee or indemnity or by the giving of security.

52 For the purposes of the preceding Article, an interest of a person who is, for any purposeof the Act (excluding any statutory modification not in force at the date of incorporation of

the Trust), connected with a Director shall be treated as an interest of the Director.

53 A Director shall not be counted in the quorum present at a meeting in relation to aresolution on which they are not entitled to vote.

54 The Trust may by ordinary resolution suspend or relax to any extent, either generally or inrespect of any particular matter, any provision of the Articles prohibiting an Director fromvoting at a meeting of the Directors or at a meeting of a committee of Directors.

55 If a question arises at a meeting of Directors or at a meeting of a committee of Directorsas to the right of a Director to vote, the question may, before the conclusion of themeeting, be referred to the chairman of the meeting and the chairman’s ruling in relation

to any Director other than himself shall be final and conclusive.

56 The Directors may invite or allow any person to attend and speak, but not to vote, at anymeeting or meetings of the Directors or of any committee of the Directors.

Delegation to Committees

57 Without derogation from their legal responsibilities, the Directors may delegate any oftheir powers to a single Director or a committee consisting of not less than one Director

and such other persons, being Affiliates in whom the Directors have confidence.

58 Any delegation of powers under the preceding Article may be made subject to suchconditions as the Directors may impose and either collaterally with or to the exclusion oftheir own powers and may be revoked or altered.

59 Subject to any condition imposed pursuant to Article 59, the proceedings of a committeeconsisting of two or more Directors shall be governed by the Articles regulating theproceedings of meetings of Directors so far as they are capable of applying.

60 Each committee shall regulate its proceedings in accordance with the directions issued by

the Directors and shall give effect to any instruction or decision on matters of principleissued or made by the Directors.


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61 All acts done by a committee shall, notwithstanding that it is afterwards discovered thatthere was a defect in the appointment of any Member of the committee or that anyMember of the committee was not qualified to act as such, be as valid as if very suchperson had been duly appointed and was so qualified.

Secretary

62 Subject to the provisions of the Act, the Secretary shall be appointed by the Directors forsuch term, at such remuneration and upon such conditions as they may think fit; and anySecretary so appointed may be removed by them.

Affiliates

63 The Directors shall from time to time make provision for the association with the Trust ofnatural persons, organisations and legal persons who and which are in sympathy with theobjects of the Trust for the purpose of engaging the support of such persons in the

promotion of the objects of the Trust including provisions as to

63.1 the holding of annual or other open meetings for the purposes of reporting on theactivities of the Trust

63.2 the fixing of subscriptions for Affiliates.

63.3 the involvement of Affiliates in the activities of the Trust.

63.4 the provision of information to Affiliates with respect to the Trust.

Minutes

64 The Directors shall ensure that minutes are made and retained in respect of allproceedings at General Meetings, meetings of the Directors and meetings of committees.

Accounts

65 Each Director shall be entitled to have access to the books and records of the Companyon all reasonable occasions.

66 Accounting records shall be kept in accordance with the Act and Charity Law and shall, in

particular, contain entries from day to day of all sums of money received and expended bythe Trust and the matters in respect of which such receipt and expenditure take place and

a record of the assets and liabilities of the Trust.

67 The Directors have the responsibility for the preparation of the annual financial statementsof the Trust in the form and with the content required by the Act and Charity Law.

Independent Examination

68 At each Annual General Meeting the Members shall appoint a suitably qualified person or

persons to carry out only such examination or audit as is required by the Act and CharityLaw from time to time in relation to the financial statements for the accounting periodthen current and to make a report to the Members on such financial statements.


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Notices

69 The Trust may give any notice to a Member either personally or by sending it by post in apre-paid envelope addressed to the Member at his registered address or by leaving it atthat address.

70 Any notice, if sent by post, shall be deemed to have been given at the expiry of 24 hoursafter posting and for the purpose of proving that any notice was given, it shall be sufficientto prove that the envelope containing the notice was properly addressed and posted.

71 A Member present at any General Meeting shall be deemed to have received notice ofsuch General Meeting and, where requisite, of the purposes for which it was called.

72 For the avoidance of doubt any notice given by the Trust to a Member or by a Member inrelation to a General Meeting may be given in any form permitted under the provisions ofthe Companies Act 2006.

Winding-Up

73 If the Trust is wound up, the liquidator shall transfer the assets of the Trust in accordancewith clause 7.1 of the Memorandum of Association.

Indemnity

74 Subject to the provisions of the Act but without prejudice to any indemnity to which anDirector may otherwise be entitled, every Director or other officer or auditor of theTrust shall be indemnified out of the assets of the Trust against any loss or liability whichhe/she may sustain or incur in connection with the execution of his/her duties of officeincluding, without prejudice to that generality, any liability incurred in defending anyproceedings, whether civil or criminal, in which judgement is given in his/her favour or inwhich he/she is acquitted or in connection with any application in which relief is granted bythe court from liability for negligence, default, breach of duty or breach of trust in relationto the affairs of the Trust.

Document Control

Version

0 Initial Drafting

0.1 DC draft based on COAT version 9 Sep 2014 and submitted to LAG 16 Sep1 Draft following 16 Sep LAG meeting

1.1 DC insertion of additional objects and definitions. Submitted in Business Plan


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Appendix 2: Cairngorms Local Action Group and Cairngorms Local Action Group

Board Terms of Reference

Purpose of Cairngorms Local Action Group

These terms of reference of the Cairngorms Local Action Group (CLAG) are made in accordance

with, and to ensure delivery of, Article 34 of EU Regulation 1303/2013 [the Common ProvisionsRegulation].

The CLAG shall take lead responsibility for delivery of the Cairngorms LEADER business plan andensuring delivery of that plan makes a meaningful, valuable contribution toward the CairngormsLocal Development Strategy (LDS) and, through that, the Cairngorms National Park PartnershipPlan (CPPP).

Key responsibilities of CLAG are:

- have oversight of the LDS and LEADER business plan, ensuring that LEADER investments

are made comm

150328CairngormsLEADER_BusinessPlanFinalV3.1

Documents

Transcript of 150328CairngormsLEADER_BusinessPlanFinalV3.1