K: PROJECTS
The Trust endeavours to raise donations from Rotarians and the public for use in projects devised or adopted by Rotary Clubs to reduce the amount of CO2 in the earth’s atmosphere. The Trustees will determine from time to time the terms under which grants will be offered to Rotary Club projects. A summary of the terms is shown in this document, and the full version will be provided to any Rotary Club seeking a grant for a project. The Trust does not guarantee to support a project, even if it complies with the grant terms operating at that time.

Only when the project has been -

• submitted on the official application forms, completed by an accredited representative of a registered Rotary Club,
• approved by The CO2 Offset Trust Trustees,
• confirmed as approved to the applicant,
• completed by the applicant in accordance with the agreed terms,
• independently verified as completed in accordance with the application, will it be possible to claim whatever grant was awarded by the Trustees. In certain instances an intermediate grant may be awarded, on verified completion of an interim part of the project.

If the Rotary Club changes parts of, or the entire project during implementation, responsibility rests with that Rotary Club to seek approval from the Trustees for the changes made. If that approval is not applied for, or not given by the Trustees in writing, the grant may be partly or totally with-held, notwithstanding the fact that it had been originally approved.

Project applications will be independently accredited as removing CO2 in accordance with the aims of the Trust, by people or organisations appointed to advise the Trustees. Neither the Trust, or its advisors, will be liable for the consequences of these assessments, nor for any claims or damages (whether indirect, incidental, special, consequential or otherwise) arising out of or in any way connected with the assessment of CO2 removal.
Nor will the Trust be liable for any consequences arising out of the project itself, which remains the sole responsibility of the Rotary Club carrying out the project.

L: LINKS TO THIRD-PARTY WEBSITES
This website will contain hyperlinks to websites operated by parties other than the Trust. Such hyperlinks are provided for reference only. The Trust does not control such websites and is not responsible for their contents. The inclusion of hyperlinks to such websites does not imply any endorsement of the material on such websites or any association with their operators. In particular and without limitation to the rest of this agreement the Trust has no control over any Rotary Clubs, news groups, chat rooms or e-mail discussion forums which you may come across via this site. Additionally, and again without limitation to the rest of this agreement, you should not download phonographic work or films from the internet without first checking that it is legal to do so in your jurisdiction. The Trust reserves the right to remove any such hyperlink at any time and without notice and shall not be obliged to give a reason for doing so.
If you become concerned about the content of a site linked to or from the Trust site (or anything on The Trust site), please inform our Webmaster immediately via e-mail to info@CO2OffsetTrust.org

M: MESSAGES FROM THE TRUST AND ITS OPERATIVES
Any e-mail or other form of communication between representatives of the Trust and other parties will be deemed covered by the terms of this agreement.

N: NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of this website, you warrant to the Trust that you will not use this website for any purpose that is unlawful or prohibited by these terms, conditions, and notices.

O: OTHER GENERAL TERMS
This agreement is governed by the laws of England & Wales, where the website originates and is designed to be accessed and is deemed to be made in England. You hereby consent to the exclusive jurisdiction of the English courts in all disputes arising out of or relating to the use of this website. Use of this website is unauthorised in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and the Trust as a result of this agreement or use of this website. Each and every provision of these terms and conditions is separate and severable. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the validity and enforceability of the remainder of the terms and conditions shall not be affected. This agreement constitutes the entire agreement between the customer and the Trust with respect to this website and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written, between the customer and the Trust with respect to this website. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
You have the opportunity to take independent legal advice on the terms of this agreement before using or continuing to use the Trust website. In proceeding you warrant that you believe these terms to be reasonable in their entirety. If you would like to see a copy of this agreement in another language prior to proceeding please tell us immediately.
Any rights not expressly granted herein are reserved.
You will be responsible for all charges, fees, duties, taxes, and assessments arising out of the use of this website.

P: TRUST BYLAWS
The following sections cover the Trust’s application of

• SECTION Q: Conflict of Interest Policy
• SECTION R: The Appointment and Removal of Trustees.
• SECTION S: Dissolution of the Trust (As defined by the UK Charity Commission):

Q: CONFLICT OF INTEREST POLICY The CO2 Offset Trust operates a Conflict of Interest Policy as described by the UK Charity Commission under its ‘Model Trust Deed for Charitable Trusts’. This is enhanced by the adoption of the US Department of the Treasury, Internal Revenue Service recommended procedures:

UK Charity Commission ‘Model Trust Deed for Charitable Trusts’

Conflict of Interest (Para 19) A Trustee must absent himself or herself from any discussions of the Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Charity and any personal interest (including but not limited to any personal financial interest)

Option 2 (Para 25) (a)Subject to paragraph (b) of this sub clause, no Trustee may receive remuneration for any service provided to the Charity and no Trustee may acquire any interest in property belonging to the Charity or be interested in any contract entered into by the Trustee otherwise than as a Trustee of the Charity unless expressly authorised in writing in advance by the (Charity) Commission to do so.

(b)Any Trustee who is a solicitor, accountant or engaged in any profession may charge and be paid all the usual professional charges for business done by him or his or her firm, when instructed by the other Trustees to act in a professional capacity on behalf of the Charity. However, at no time may a majority of the Trustees benefit under this provision and a Trustee must withdraw from any meeting of the Trustees at which his or her own instruction or remuneration or performance, or that of his or her firm, is under discussion.

The CO2 Offset Trust also enhances its Conflict of Interest Policy by the adoption of the US Department of the Treasury, Internal Revenue Service Section 501(c)3 Form 1023 Appendix A, Guidelines for a Sample Conflict of Interest Policy – as follows:

Purpose (Article 1): The purpose of this Conflict of Interest Policy is to protect this tax-exempt organization’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable charitable, state and federal laws governing conflict of interest applicable to non-profit and charitable organizations. Definitions (Article 2): The Trust: The CO2 Offset Trust, as registered under UK charity law with the Charity Commission.

Interested Person: Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.

Financial Interest: A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

• a. An ownership or investment interest in any entity with which the organization has a transaction or arrangement.
• b. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement, or
• c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement.

Procedures (Article 3)

1. Duty to Disclose:
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors, Trustees and members of committees with governing board delegated powers considering the proposed transaction or arrangement.

2. Determining whether a Conflict of Interest Exists:
After disclosure of the financial interest and all material facts, and after discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.

3. Procedures for addressing the conflict of interest:
a)An interested person may make a presentation to the Trustees, but after the presentation he/she shall leave the meeting during the discussion of and the vote on, the transaction or arrangement involving the possible conflict of interest.

b)The Trust meeting chairperson shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

c)After exercising due diligence, the Trustees shall determine whether the Trust can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

d)If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing Trustees shall determine by a majority vote of the disinterested Trustees whether the transaction or arrangement is in the organisation's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.

4. Violations of the conflict of interest policy:
a.If the Trust has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

b.If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Trust board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary or corrective action.

Records of Proceedings (Article 4):
The minutes of the governing Trust and all committees with Trust delegated powers shall contain:
a.The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest; the nature of the financial interest; any action taken to determine whether a conflict of interest was present, and the governing Trust or committees decision as to whether a conflict of interest in fact existed.

b.The names of the persons who were present for discussions and votes relating to the transaction or arrangement; the context of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings

Compensation (Article 5):
a.A voting member of the governing Trust who receives compensation directly or indirectly from the organisation for services is precluded from voting on matters pertaining to that member’s compensation.

b.A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly from the organisation for services, is precluded from voting on matters pertaining to that member’s compensation.

c.No voting member of the Trust or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly from the organisation, either individually or collectively, is prohibited form providing information to any committee regarding compensation.

Annual Statements (Article 6):
Each Trustee, director or principle officer and member of a committee with governing Trust delegated powers shall annually sign a statement which affirms such person:

• a. Has received a copy of the Conflicts of Interest Policy
• b. Has read and understands the policy
• c. Has agreed to comply with the policy
• d. Understands that the organisation is charitable and in order to maintain its federal tax exemption status it must it must engage primarily in activities which accomplish one or more of its existing tax-exempt purposes.

• a.Whether compensation arrangements and benefits (where paid) are reasonable, based on competent survey information and the result of arm’s length bargaining.
• b.Whether partnerships, joint ventures and arrangements with management organisations conform to the Trust’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further the Trust’s charitable purposes and do not result in personal gain, impermissible private benefit or an excess benefit transaction.

R: APPOINTMENT AND REMOVAL OF TRUSTEES:

• 1.All Trustees will be Members of a Rotary Club affiliated to Rotary International.
• 2.To meet the requirement in 1 above, a Trustee must maintain membership of their Club throughout their term, including paying the annual membership dues required by their Club and Rotary International.
• 3.Initial Trustees will be appointed by the UK Founding Rotary Clubs
• 4.A Founding Rotary Club that desires a member to take up a position as Trustee may propose a Club Member and must provide good reason for that person to join the Trust. Approval, where a vacancy exists, will require a majority of two-thirds of the existing Trustees, with the Chair holding a casting vote when necessary.
• 5.In selecting individuals for appointment as Trustees, the Rotary Club and the Trustees must have regard to the skills, knowledge and experience needed for the effective administration of the charity.
• 6.The maximum number of Trustees will not exceed ten.
• 7.The normal Term of Trustee appointments will be three years. Initially this may be adjusted to ensure that eventually not more than one third of the Trustees appointments are due each year. Once these adjustments have been made, three-year appointments will be the norm.
• 8. The Rotary Club to which a Trustee belongs will be required to re-nominate that person for an additional term, if he/she is willing to stand again.
• 9.A re-nominated Trustee requires a majority vote of two-thirds of the remaining Trustees to be re-elected to the Trust. The Chair has the casting vote if required.
• 10.A Trustee who, after substantive evidence has been provided, is in the view of the other Trustees failing to act in the best interest of the Trust, may be dismissed by a resolution of the Trustees. Such a vote will require a majority of two-thirds of the remaining Trustees to pass, with the Chair holding the casting vote when necessary. An explanation of the grounds for dismissal will immediately be communicated to the Board or Council of the nominating Club.
• 11.A Trustee will cease to hold office if he or she:
  • Is disqualified from acting as a Trustee by virtue of Section 72 of the Charities Act 1993 or any statutory re-enactment or modification of that provision.
  • Becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs;
  • Ceases to be a Member of a Rotary Club affiliated to Rotary International.
  • Is absent without the approval of the Trustees from all their meetings held within a period of six months and the Trustees resolve that his or her office be vacated; or
  • Gives at least one months notice to the Trust of a wish to resign, the resignation will only be accepted if enough Trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings.

• 12For meetings on any subject pertaining to the Trust, the Secretary in consultation with the Chair - and having first checked that a quorum will be available - shall fix the date and time of each meeting and give at least seven days notice to the Trustees by distributing an agenda.
• .Agenda distribution may be made using any medium appropriate to the circumstances, as long as it is expected to reach all Trustees in adequate time.
• For clarity, “Meetings” may be face to face or by Conference Call or any other method of communication agreed by the Trustees and appropriately and formally ‘called’ using approved methods and periods of notice.
• To be quorate at least four of the Trustees shall be present at any meeting.
• Four or more Trustees can request the Secretary to call an Extraordinary Trustees Meeting by detailing the reason; the Secretary will give at least seven days notice to all Trustees via an Agenda