HFRA 13 12 06 RCC: LACC Governance Arrangements - Appendix 3

TE comments 21.11.06

Dated 200

(1) Buckinghamshire and Milton Keynes Fire Authority

(2) East Sussex Fire Authority

(3) Hampshire Fire and Rescue Authority

(4) Isle of Wight County Council

(5) Kent & Medway Towns Fire Authority

(6) Oxfordshire County Council

(7) Royal Berkshire Fire Authority

(8) Surrey County Council

(9) West Sussex County Council

and

(10) South East Fire and Rescue Control Centre Limited

Members' agreement relating to the establishment of South East Fire and Rescue Control Centre Limited

Contents

1 Definitions and interpretation 33

2 Closing Arrangements 77

3 Membership Provisions 77

4 Voting Provisions 88

5 Directorship Provisions 99

6 Chairmanship 1111

7 Conduct of the Company's Affairs 1111

8 Information 1313

9 Long Term Agreement and Restriction on Performance of Functions 1414

10 Name 1414

11 Duration 1414

12 No assignment 1515

13 Waivers, remedies cumulative, amendments, etc. 1616

14 No partnership or agency 1717

15 Costs 1717

16 Entire Agreement 1717

17 Conflict with Memorandum and Articles etc 1818

18 Notices 1818

19 Governing law 1919

Schedule 1 - Particulars of the Company 2020

Schedule 2 - Agreed Proportions 2121

Appendix A - Memorandum of Association

Appendix B - Articles of Association

Members' agreement

Dated

Between

(1) Buckinghamshire and Milton Keynes Fire Authority of Cambridge Street, Aylesbury, Buckinghamshire HP20 1BD("Buckinghamshire");

(2) East Sussex Fire Authority of 20 Upperton Road, Eastbourne, East Sussex BN21 1EU ("East Sussex");

(3) Hampshire Fire and Rescue Authority of c/o Hampshire County Council, The Castle, Winchester, Hampshire SO23 8UJ ("Hampshire");

(4) Isle of Wight County Council of County Hall, High Street, Newport, Isle of Wight PO30 1UD ("Isle of Wight");

(5) Kent & Medway Towns FireAuthority of Kent Fire & Rescue Service Headquarters, The Godlands, Straw Mill Hill, Tovil, Maidstone, Kent ME15 6XB ("Kent");

(6) Oxfordshire County Council of County Hall, New Road, Oxford OX1 1ND ("Oxfordshire");

(7) Royal Berkshire Fire Authority of 103 Dee Road, Tilehurst, Reading, Berkshire, RG30 4FS ("Berkshire");

(8) Surrey County Council of County Hall, Penrhyn Road, Kingston Upon Thames, Surrey KT1 2DN ("Surrey");

(9) West Sussex County Council of County Hall, West Street, Chichester, West Sussex, PO19 1RQ ("West Sussex");

together the "Members"; and

(10) [South East Fire and Rescue Control Centre] Limited (the "Company") registered in England under number [      ] whose registered office is at [      ].

Recitals

A The Authorities are the "Fire and Rescue Authorities" (within the meaning set out in the FRSA 2004) for the Region, and each performs the Functions in respect of the area within the Region for which it is responsible.

B The Authorities have agreed to establish the Company to carry out the Functions from such time as the proposed regional control centre for the Region is ready for operational use.

C The Members wish to enter into this agreement with the Company to ensure that there is an agreed process:-

It is agreed:

1.1 Definitions

1.2 Interpretation

2.1 Time of Closing

2.2 Closing shall take place forthwith after the execution of this AgreementMatters to be dealt with at Closing

3.1 The Authorities agree and undertake with each other that :-

4.1 It is the intention of the Authorities that the voting rights of the Authorities in their capacities both as Members and as Directors shall be determined on the basis of one vote for every 500,000 of population plus one vote for any balance if the population is not an integral multiple of 500,000. For this purpose, population shall be determined by reference to [    ] and shall be reviewed [     ]. By way of example, if the population of an Authority is 1,650,000, that Authority will have 4 votes, being 3 x 500,000 plus 1 for the balance.

4.2 The initial voting rights shall be as follows:-

4.3 In the case of an equality of votes at a meeting of the Members or of the Directors, the Chairman shall have an additional casting vote.

5.1 It is the intention of the Authorities, that :-

5.2 The Authorities, in their capacity as Members, shall accordingly :-

5.3 The Authorities shall exercise their powers as Members and Directors to procure that the Company shall effect such insurance for the Directors against any such liability as is referred to in section 309A(1) of the Companies Act 1985 in such amount as the Authorities may agree from time to time.

6.1 The post of Chairman shall be held by each of the Members for successive periods of 12 months. The first Chairman shall be drawn by lot, and thereafter the order of appointment of the Chairman shall be alphabetical order (save that the representative first appointed shall not be re-appointed until a representative of each other Member has served a term as Chairman).

7.1 Special Majority

7.2 Budget

7.3 Initial Costs

8.1 Books and records

9.1 The Authorities shall seek to enter into a long term agreement between the Authorities and the Company, as to the performance of the Functions.

9.2 The Functions shall continue to be undertaken by the Authorities until the date on which the Authorities agree that that the Functions shall be undertaken by the Company, and the Authorities do not under this Agreement give the Company any authority to undertake the Functions.

11 Duration

11.1 Unless otherwise agreed in writing by all the Members, this Agreement shall continue until the date of commencement of the Company's winding-up.

11.2 None of the Members shall be entitled to enforce any provision of this Agreement, except in respect of accrued rights, once it has ceased to be a member of the Company.

11.3 Upon ceasing to be a member of the Company, a Member shall:

11.4 Despite the expiration or termination of this Agreement, it shall continue to bind the Members to such extent and for so long as may be necessary to give effect to the rights and obligations embodied in it.

13.1 No waiver

13.2 Rights and remedies

13.3 No variation

13.4 Third party rights

16.1 Definition

16.2 Entire agreement

18.1 Manner of service

18.2 Validity of service

19.1 Governing law and jurisdiction

In witness whereof this Agreement has been duly executed

Schedule 1 - Particulars of the Company

Name of Company:

Date of incorporation:

Place of registration:

Company registration number:

Accounting reference date:

Names and addresses of directors:

Name and address of secretary:

Name and address (and reference) of auditors:

Schedule 2 - Agreed Proportions

The Agreed Proportions shall be determined by reference to the following formula:

[to follow]

The Agreed Proportions shall be reviewed [annually] with effect from [date] and this Schedule 2 shall be deemed to have been amended to reflect the amended Agreed Proportions as agreed between the parties from time to time.

The initial Agreed Proportions are the proportions specified in the first column below in respect of the Authority specified in the corresponding part of the second column below:-

Signed by ** )

duly authorised for and on behalf of )

Buckinghamshire and Milton Keynes Fire Authority )

Signed by ** )

duly authorised for and on behalf of )

East Sussex Fire Authority )

Signed by ** )

duly authorised for and on behalf of )

Hampshire Fire andRescue Authority )

Signed by ** )

duly authorised for and on behalf of )

Isle of Wight County Council )

Signed by ** )

duly authorised for and on behalf of )

Kent & Medway Towns Fire Authority )

Signed by ** )

duly authorised for and on behalf of )

Oxfordshire County Council )

Signed by ** )

duly authorised for and on behalf of )

Royal Berkshire Fire Authority )

Signed by ** )

duly authorised for and on behalf of )

Surrey County Council )

Signed by ** )

duly authorised for and on behalf of )

West Sussex County Council )

Signed by ** )

duly authorised for and on behalf of )

South East Fire and Rescue Control Centre Limited )

Sec/WP/W/Corporate/HFRA HFRA 13 12 06 RCC Members Agreement 4 12 06