Trust Deed

Trust Deed of the Kieran Mess Foundation

We Frank Mess residing at 17 Woodhill Crescent, Girdle Toll, Irvine, Ayrshire.KA11 1QR,

Peter Mess residing at 19 Slains Avenue, Castlepark, Ellon, Aberdeenshire.AB41 9ZA and Graham Sommerville residing at 5 Ormiston Place, Lawthorn, Irvine, Ayrshire.KA11 2EH,

In order to create a trust to be known as “The Kieran Mess Foundation”.

              One             Appoint as trustees ourselves who and whose successors are referred to as “the trustees”

Two                 Pay the sum of £1.00 to the trustees: And direct as follows:

Trust Purposes

One          The trustees shall hold and apply the sum of £1.00 paid by us to them, and such other funds and assets as may from time to time be comprised in Trust Property, in trust for the following purposes, with the advice and direction of a Paediatric Macmillan Outreach Nurse and a CLIC Sargent (Cancer, Leukaemia in Children) Social Worker to the parents or guardians of a child or children who have been diagnosed and have a limited life expectancy caused by a Brain Tumour. To fund a holiday or much needed respite at the discretion of the Trustees and the professional bodies named above.

            This will be done through raising funds by-

                        a. Fundraising Events

                     b. Cash Donations

                        c. Sponsored Events

                    d. Raffles

                                                                       e. Coffee Mornings

Two          The expenses of creating and administering the Trust, and any tax payable in relation to the Trust, shall be met in priority to all other payments and transfers of assets out of Trust Property.

Powers

Three        In the administration of the Trust, the Trustees shall, in addition to the powers and rights which are conferred by law upon Trustees who are acting without remuneration, have the fullest powers with regard to investment, sale, administration and management of the Trust Property as if they are owners; in particular (but without limiting the scope of the powers which they may exercise under the preceding provision), the Trustees shall have the following powers;

a.                       Fundraising and Arranging Sponsored Events

b.               To carry on any other activities which further any of the Trust Purposes

c.                To take such steps as may be deemed appropriate for the purpose of raising funds

d.                      To accept grants, donations and legacies of all kinds (and to accept any reasonable conditions attaching to them)

e.                 To establish and / or support any other charitable body, and to make donations for      any charitable purpose falling within the Trust Purposes

f.                       To improve, manage, develop, or otherwise deal with, all or any part of the Trust  Property

g.                       To engage such consultants and advisors as are considered appropriate from time to time

h.                      To liaise with other voluntary sector bodies, local authorities, UK or Scottish government departments and agencies, and other bodies, all with a view to furthering the Trust Purposes

i.                         To retain any property comprised in the Trust Property for such time as the Trustees think proper

j.                        To reimburse any of the Trustees out of the Trust Property, in relation to all expenses reasonably incurred by him/her in the administration of the Trust

k.                       To do anything which may be incidental or conductive to the furtherance of any of the Trust Purposes

No of Trustees

Four         The number of Trustees shall not be less then 3 or more than 5

Appointment / Removal / Resignation

Five          The Trustees shall be entitled, by way of a resolution passed by majority vote at a meeting of the Trustees, to appoint any individual as a Trustee

Six          The Trustees shall have the power to remove any individual as a Trustee, by way of a resolution passed at a meeting of the Trustees by a majority of three quarters or more of the Trustees then in office

Seven        An individual holding office as a Trustee may retire by giving notice in writing to that effect to the secretary to the Trust

Procedure at Trustees’ meetings

Eight        Subject to the provisions of the following paragraphs, the Trustees may regulate their proceedings as they think fit

Nine          A meeting of the Trustees shall be held at least once in each year

Ten           Any Trustee may call a meeting of the Trustees, or request the secretary to the

Trust to call a meeting pf the Trustees

Eleven         No notice of a meeting of the Trustees need be given to any Trustee who is absent from the United Kingdom

Twelve         Questions arising at a meeting of the Trustees shall be decided by a majority of votes; where there is an equality of votes, the chairperson of the meeting shall have a casting vote  

Thirteen       No business shall be dealt with at a meeting of the Trustees unless a quorum is present; the quorum for meetings of the Trustees shall be 3

Fourteen       If any of the number of Trustees in office falls below the number fixed as the quorum, the remaining Trustee or Trustees may act only for the purposes of appointing an additional Trustee or Trustees

Fifteen         The Trustees shall appoint one of the Trustees to be chair, and may at any time remove the person so appointed from that office

Remuneration

Sixteen         No Trustee may serve as an employee (full-time or part-time) of the Trust and no Trustee may be given any remuneration by the Trust for carrying out his / her duties as a Trustee

Secretary

Seventeen      The Trustees shall appoint a secretary to the Trust for such term, at such remuneration (if any), and on such conditions, as the Trustees may think fit; and any secretary so appointed may be removed by them

Eighteen         The Trustees shall ensure that the Secretary;

a.              keeps proper minutes of all proceedings at meetings of the Trustees, including the names of the Trustees present at each such meeting

b.          Keeps proper records and documents in relation to all other matters connected with the administration and management of the Trust

Accounts

Nineteen        The Trustees shall ensure that proper accounting records are maintained, in accordance with all applicable statutory requirements

Twenty          The Trustees shall prepare annual accounts, complying with all relevant statutory requirements: if an audit is required under any statutory provisions or if the Trustees otherwise think fit, the Trustees shall ensure that an audit of such accounts is carried out by a qualified auditor

Twenty One     An accountant engaged in an audit of the Trust’s accounts shall be entitled to have access to all accounting records and other documents relating to the Trust

Operation of Bank Accounts

Twenty Two     The signature of two Trustees namely Mr Frank Mess and Mr Graham Sommerville shall be required in relation to all cheques issued by the Trust and all other operations (excluding lodgement of funds) on the bank and building society accounts held by the Trust

Payments to Charities etc

Twenty Three    The receipt of the treasurer or other appropriate officer for any funds or other assets paid or transferred by the Trustees to any charitable body shall represent sufficient discharge to the Trustees

Amendment of Trust Deed / Winding up

Twenty Four     If in the opinion of the Trustees any change in circumstances or alteration in the law has made or is likely to make execution of the Trust Purposes impossible or impracticable, or if in the opinion of the Trustees could be improved, or the Trust Purposes be advanced in a more appropriate manner, the Trustees may (subject to clauses 25 and 26) in their discretion

a.   supplement or amend the provisions of this Trust deed or any deed supplemental to this Trust deed; or

b.      wind up the Trust and transfer the Trust Property (after settlement of all debts and liabilities) to some other charitable body or bodies having similar objects to those of the Trust

Twenty Five   The Trustees shall not take any of the steps referred to in clause twenty four without the authority of a resolution passed at a meeting of the Trustees by a majority of three quarters or more of the Trustees then in office

Twenty Six    In no circumstances is the Trust Estate to be held or applied for any purpose which is not an exclusively charitable purpose

Interpretation

Twenty Seven    In this Trust Deed

‘Charitable’ shall be interpreted as charitable within the meaning of section 505 of the Income and Corporation Taxes Act 1988 (including any statutory amendment or re-enactment for the time being in force);

‘The Trust Deed means this Trust Deed (including any supplementation or amendment effected in accordance with the provisions of clauses 24 to 26);

‘The Trust Property’  means the sum of £1.00 paid by us to the Trustees, and such other funds and assets as may from time to time be received by the Trustees as Trustees under the Trust Deed

(from us or any other person), and the assets in which any funds so received may from time to time be invested.

‘The Trust Purposes’ means the purpose specified in clause one

We declare that the Trust Deed shall be irrevocable.

This Trust Deed, consisting of this and the 4 preceding pages, is executed as follows;

Signed by the said Frank Mess, Graham Sommerville and Peter Mess

At Irvine, Ayrshire

On, 27^th August 2006

In the presence of – Mr James Davidson

“Committed to providing additional quality of life to Children with Brain Tumours in the

Greater Glasgow / West of Scotland Area”