THE BOC HERITAGE TRUST
DECLARATION OF TRUST

THIS DECLARATION OF TRUST IS MADE the 16^th day of February 2007 by:-

MICHAEL WILLIAM BARTON of Ladycroft, Quernmore, Lancaster, LA2 9EF

and

DAVID ROBERT ALLEN, of 55, Chantry Heath Crescent, Knowle, Solihull, B93 9NH

and

MICHAEL JULIAN PARR, of 11, Eden Close, London, W8 6UW

(“the First Trustees” who together with the future Trustees or Trustee of this deed are referred to as “the Trustees” which expression shall include the Trustees or Trustee for the time being).

WHEREAS the First Trustees hold the sum of ten pounds on the trusts declared in this deed and it is contemplated that further money or assets may be paid or transferred to the Trustees upon the same trusts.

NOW THIS DEED WITNESSETH AS FOLLOWS:

1. Administration

   The charitable trust constituted by this deed (“the Charity”) and its property (“the Trust Fund”) shall be administered and managed by the Trustees under the name of THE BOC HERITAGE TRUST or by such other names as the Trustees from time to time decide with the approval of the Charity Commissioners for England and Wales (“the Commissioners”).

2. Objects

   The Trustees shall hold the Trust Fund and its income upon trust to apply them for the following Objects (“the Objects”):

   The advancement of education by the making available for study and research of material of all types relating to the automotive engineering and automotive designs of Bristol Motor Cars (“the Marque”) for the benefit of the public including making available for study and research reports, documents, drawings, artefacts and any other material relating to or associated with the Marque including the history of the companies, products and personalities associated with the Marque.

3. Powers

   In furtherance of the Objects but not otherwise the Trustees may exercise any of the following powers:

   1. to establish, provide and maintain a library of printed, recorded and filmed material connected with the science of mechanical and automotive engineering and design and of similar material;
   2. to establish, provide and maintain a museum of exhibits, artefacts and memorabilia connected with the science of mechanical and automotive engineering and design and of similar exhibits;
   3. to establish and maintain workshops or facilities for research and study connected with the science of mechanical and automotive engineering and design or restoration;
   4. to award prizes, grants, loans or scholarships for research or courses connected with the science of mechanical or automotive engineering and design or restoration;
   5. to allow reasonable public access to any material in the hands of the Trustees and to supply copies to any bona fide researcher or to loan material to other museums or libraries;
   6. to publish the results of any research connected with the Objects;
   7. to organise conferences, seminars and lecturers that support the Objects;
   8. to maintain and publish for the public benefit a register of vehicles of the Marque including records of their sporting achievements;
   9. to raise funds, invite and receive contributions and to make reasonable charges for the provision of services: Provided that in raising funds or providing services the Trustees shall not undertake any substantial permanent trading activity and shall conform to any relevant statutory regulations;
   10. to invest the funds of the Charity in any of the investments for the time being authorised for the investment of trust funds;
   11. to buy, take on lease or in exchange, hire or otherwise acquire any property necessary for the achievement of the Objects and to maintain and equip it for use;
   12. subject to any consents required by law to sell, lease or otherwise dispose of all or any part of the property comprised in the Trust Fund;
   13. subject to any consents required by law to borrow money and to charge the whole or any part of the Trust Fund with repayment of the money so borrowed.
   14. To co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or of similar charitable purposes and to exchange information and advice with them;
   15. to establish or support any charitable trusts, associations or institutions formed for the Objects or any of them;
   16. to appoint or constitute such advisory committees as the Trustees may think fit;
   17. to appoint some person to act as Honorary Secretary of the Trust: Such person may be (but need not be) a Trustee;
   18. to appoint some person to act as Honorary Treasurer of the Trust: Such person may be (but need not be) a Trustee and may be (but need not be) the Honorary Secretary.
   19. to employ such staff (who shall not be Trustees) as are necessary for the proper pursuit of the Objects and to make all reasonable and necessary provision for the payment of pensions and superannuation to staff and their dependants;
   20. to permit any investments comprised in the Trust Fund to be held in the name of any clearing bank, any trust corporation or any stock broking company which is a member of the stock Exchange (or any subsidiary of such a stock broking company) as nominee for the Trustees and to pay any such nominee reasonable and proper remuneration for acting as such;
   21. to delegate to any one or more of the Trustees the transaction of any business or the performance of any act required to be transacted or performed in the execution of the trusts of the Charity and which is within the professional or business competence of such Trustee or Trustees: Provided that the Trustees shall exercise reasonable supervision over any Trustee or Trustees acting on their behalf under this provision and shall ensure that all their acts and proceedings are fully and properly reported to them.
   22. to do all such other lawful things as are necessary for the achievement of the Objects.

4. Appointment of Trustees

   1. The body of Trustees shall consist when complete of three persons being two nominated Trustees and one co-opted Trustee.
   2. Two of the nominated Trustees shall be appointed by the Committee of Management or such other persons for the time being having responsibility for the management of the Bristol Owners Club (BOC).
   3. Each appointment shall be made for a term of four years at a meeting convened and held according to the ordinary practice of the appointing body. The chairman of the meeting shall cause the name of each person appointed to be notified forthwith to the Trustees. The person appointed may be, but need not be, a member of the appointing body.
   4. In the event that the Bristol Owners Club shall be wound up or dissolved or otherwise cease business the power of nomination of charity Trustees shall pass to any company or association which is the successor to the trade or business of the Bristol Owners Club: Provided that the power of nomination shall not pass to any entity controlled by five or fewer persons or persons acting together to secure control whatever their number.
   5. The First Trustees shall hold office for the following periods respectively:-

      Michael Julian Parr	(nominated by BOC);	4 years
      David Robert Allen	(nominated by BOC);	4 years
      Michael William Barton	(co-opted)	4 years

      At the expiration of such term of office the retiring First Trustees shall be eligible for re-appointment.
   6. Future co-opted Trustees shall be persons who are able by virtue of their personal or professional qualifications to make a contribution to the pursuit of the Objects or the management of the Charity. They shall be appointed for a term of four years by a resolution of the Trustees passed at a special meeting of which not less than 21 days notice has been given.
   7. If for any reason Trustees cannot be appointed in accordance with the foregoing provisions, the statutory power of appointing new or additional Trustees shall be exercisable.

5. Eligibility for Trusteeship

   1. No person shall be appointed as a Trustee:
      1. unless he or she has attained the age of 18 years; or
      2. in circumstances such that, had he or she already been a Trustee, he or she would have been disqualified from office under the provisions of the following clause.
   2. No person shall be entitled to act as a Trustee whether on a first or any subsequent entry into office until after signing in the minute book of the Trustees a declaration of acceptance and willingness to act in the trusts of the Charity.

6. Determination of Trusteeship.

   A person shall cease to hold office if he or she:
   1. is disqualified from acting as a Trustee by virtue of the Charities Act 2006 (or any statutory re-enactment or modification of that provision);
   2. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
   3. is absent without the permission of the Trustees from four consecutive meetings and the Trustees resolve that his or her office be vacated; or
   4. notifies to the Trustees a wish to resign (but only if at least two Trustees will remain in office when the notice of resignation is to take effect).

7. Vacancies.

   If a vacancy occurs the Trustees shall note the fact in their minute book at their next meeting. Any eligible Trustee may be re-appointed. So long as there shall be fewer than two Trustees none of the powers or discretions hereby or by law vested in the Trustees shall be exercisable except for the purpose of appointing a new Trustee or Trustees.

8. Meetings.

   The Trustees shall hold at least two ordinary meetings in each twelve month period.

   The first meeting of the Trustees shall be called by Michael William Barton or if no meeting has been called within three months after the date of this deed by any two of the Trustees. Subsequent meetings shall be arranged by the Trustees at their meetings or may be called at any time by the chairman or any two Trustees upon not less than ten days’ notice being given to the other Trustees.

9. Chairman.

   The Trustees at their first ordinary meeting in each year shall elect one of their number to be chairman of their meetings until the commencement of the first ordinary meeting in the following year. The chairman shall always be eligible for re-election. If the chairman is not present within ten minutes after the time appointed for holding a meeting or there is no chairman the Trustees present shall choose one of their number of be chairman of the meeting.

10. Special Meetings.

    A special meeting may be called at any time by the chairman or any two Trustees upon not less than four days’ notice being given to the other Trustees of the matters to be discussed, but if the matters include an appointment of a Trustee or a proposal to amend any of the trusts of this deed then upon not less than 21 days’ notice being so given. A special meeting may be called to take place immediately after or before an ordinary meeting.

11. Quorum.

    There shall be a quorum when a majority of the number of Trustees for the time being or two Trustees, whichever is the greater, are present at a meeting.

12. Voting.

    Every matter shall be determined by a majority of votes of the Trustees present and voting on the question. In the case of an equality of votes, the chairman of the meeting shall have a casting vote whether he or she has or has not voted previously on the same question but no Trustee in any other circumstances shall have more than one vote.

13. Minutes.

    The Trustees shall keep minutes, in books kept for the purpose, of the proceedings at their meetings.

14. Accounts.

    The Trustees shall comply with their obligations under the Charities Act 2006 (or any statutory re-enactment or modification of that Act) with regard to:
    1. the keeping of accounting records for the Charity.
    2. the preparation of annual statements of account for the Charity;
    3. the auditing or independent examination of the statements of account of the Charity; and
    4. the transmission of the statements of account of the Charity to the Commissioners.

15. Annual Report.

    The Trustees shall comply with their obligations under the Charities Act 2006 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Commissioners.

16. Annual Return

    The Trustees shall comply with their obligations under the Charities Act 2006 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Commissioners.

17. General power to make regulations.

    Within the limits of this deed the Trustees shall have full power from time to time to make regulations for the management of the Charity and for the conduct of their business, including the calling of meetings, the deposit of money at a bank and the custody of documents.

18. Bank account

    Any bank account in which any part of the Trust Fund is deposited shall be operated by the Trustees and shall be held in the name of the Charity. All cheques and orders for the payment of money from such account shall be signed by at least two Trustees.

19. Trustees not to be personally interested.

    1. Subject to the provisions of sub-clause (2) of this clause, no Trustee shall acquire any interest in property belonging to the Charity (otherwise than as a Trustee for the Charity) or receive remuneration or be interested (otherwise than as a Trustee) in any contract entered into by the Trustees: Provided nevertheless that a Trustee may be reimbursed any reasonable and proper expenses incurred by him or her in carrying out his or her duties including any travelling or other expenses incurred by him or her as a Trustee.
    2. Any Trustee who is a solicitor, accountant or other person engaged in any profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other Trustees to act in a professional capacity on behalf of the Charity: Provided that at no time shall a majority of the Trustees benefit under this provision and that a Trustee shall withdraw from any meetings of the Trustees at which his or her own instruction or remuneration, or that of his or her own firm, is under discussion.

20. Management of land.

    1. Subject to any consents which may be required by law, the Trustees shall either sell or let any land belonging to the Charity which is not required to be retained or occupied in furtherance of the Objects.
    2. Legal title to all land owned by the Charity shall be vested in the Official Custodian for Charities.

21. Leases.

    The Trustees shall ensure that on the grant by them of any lease the tenant shall execute a counterpart lease. Every lease shall contain a covenant on the part of the tenant for the payment of rent and a proviso for re-entry or non-payment of the rent or non-performance of the covenants contained in the lease.

22. Conservation, Maintenance, Repair and Insurance.

    1. The Trustees shall do all in their power to conserve the historic artefacts and documents entrusted to their care and shall maintain and keep in good repair all the buildings and other property administered and managed by the Trustees.
    2. The Trustees shall insure to their full value against fire and other usual risks all the property of whatever class administered and managed by the Trustees.
    3. The Trustees shall insure suitably in respect of public liability and employer’s liability.

23. President, Vice Presidents, Patrons

    1. The Trustees may elect a President also Vice Presidents and Patrons. Such persons may be (but need not be) Trustees.
    2. The President and any Vice Presidents shall in each case be elected for such terms as the Trustees shall think fit and may be re-elected.

24. Membership.

    1. All persons, companies, partnerships, associations, trusts or other bodies who are in sympathy with the Objects of the Trust may become members of The BOC Heritage Trust on terms as shall from time to time be determined by the Trustees.
    2. The members of the Trust will have no formal powers and the rights and privileges of such members will at all times be subject to the discretion of the Trustees.
    3. Any member can be removed as a member of the Trust if at any time the Trustees in their absolute and unfettered discretion consider that member to have acted in such a way as may bring the reputation of the Trust into disrepute or has acted in a way which is calculated to restrict the achievement of the Objects as set out herein.

25. Amendment of Trust Deed

    1. The Trustees may by deed or deeds stated to be supplemental hereto vary or amend the provisions of the deed, provided that:
       1. no amendment may be made to clause B (the Objects clause); Clause D (the Appointments of Trustees clause); S (the Trustees not to be personally interested Clause): clause Z (the Dissolution clause) or this clause without the prior consent in writing of the Committee of Management or such other persons for the time being having responsibility for the management of the Bristol Owners Club or its successor in business and of the Commissioners: and
       2. no amendment may be made which has the effect of the charity ceasing to be a charity at law.
    2. Any amendment shall be made under the authority of a resolution passed at a special meeting of the Trustees.
    3. The Trustees should promptly send to the Commissioners a copy of any amendment made under this clause.

26. Dissolution

    1. If the Trustees resolve that it is necessary or desirable that the charity shall be dissolved, any surplus assets after realisations necessary to satisfy all proper debts and liabilities of the charity, shall be gifted or transferred by the Trustees to one or more registered charities having broadly similar Objectives to those set out in clause B above including, but not restricted to, The National Motor Museum Trust and The British Motor Industry Heritage Trust provided that these bodies have charitable status at the date of dissolution, or failing that, shall be applied by the Trustees for some other charitable purpose.
    2. The choice of beneficiaries on a dissolution shall be at the discretion of the Trustees but their decision shall require the consent of the Committee of Management or such other persons for the time being having responsibility for the management of the Bristol Owners Club or its successor in business.

IN WITNESS whereof the parties hereto have executed their Declaration of Trust as a Deed the day and year first before written