Bamboozle Theatre Company’s Articles of Association set out the rules and responsibilities of its Trustees. This document serves as a summary of the key points for Trustees, particularly for prospective new Trustees. Bamboozle Theatre Company Limited is registered with Companies House and the Charity Commission, meaning Bamboozle is both a limited company and a registered charity. Bamboozle’s Trustees are also Members, meaning they alone have voting rights to control the Charity and act in its best interests. The Trustees may create different classes of Members with different rights and liabilities, this is recorded in our register of Members. The Trustees of the charity are “the people responsible under the charity’s governing document for controlling the management and administration of the charity, regardless of what they are called” The objective of the charity is to advance the education of the public (particularly students) who have emotional, behavioural and/or learning disabilities, their parents, carers, teachers and others working with them by the provision of such artistic and educational activities as the executive committee see fit. Trustees must help Bamboozle to obey the law and meet its charitable aims. Trustees are not allowed to gain any special treatment from Bamboozle. They can benefit from the Charity’s work as any other member of the public, but the most of our Trustees must not be benefitÝng from the charity. Trustees can be paid to provide services to the charity as long as this is not part of their Trustee duties, is within the law and is decided to be in the best interests of the Charity by other Trustees or the Senior Leadership Team. Trustees must let other Trustees know about any ‘conflicts of interest’, other work they do that might overlap with Bamboozle’s work. Trustees should not be part of any decision making on areas where there is a conflict of interest. Trustees would have to pay a maximum of £10 each to settle any debts if the charity were to close. Trustees will be covered by Bamboozle’s indemnity insurance Trustees must be aged 16 or above Our board must have at least 3 Trustees. There is no maximum number of Trustees for Bamboozle’s board. Trustees can give a subcommittee of Trustees the power to make decisions without the need to call on all Trustees. All Trustees of Bamboozle have a responsibility to keep children safe. This means we must also conduct a check of their police records through an Enhanced Child Workforce DBS check (without children’s barred list checks). Trustees must pass the ‘fit and proper persons test’. This means they must not have been removed from acting as a Trustee or disqualified by a charity regulator. This may happen if they have a criminal conviction involving dishonesty, deception, or if they are bankrupt. Another good guide for Trustees to follow are the ‘Nolan Principles’. These are seven standards of how anyone working for the benefit of the public should behave: • Honesty: Trustees should be truthful • Openness: Trustees should be transparent about their decisions and actions • Objectivity: Trustees should make decisions based on evidence, rather than bias or discrimination • Selflessness: Trustees should act in the public interest, not for personal gain • Integrity: Trustees should avoid being influenced by outside individuals or organisations • Accountability: Trustees are accountable to the public for their decisions and actions • Leadership: Trustees should promote and support the principles by example The board of Trustees meet a minimum of 4 times per year over Teams/similar, in person or a hybrid combination Any Trustee may call a meeting of Trustees Trustees will be sent ‘papers’ over email containing any important information for their next meeting at least one week in advance, and are expected to review any papers before each meeting. All meetings must be ‘quorate’ meaning they must be attended by 3 Trustees or one tenth of all Trustees (whichever is bigger). Trustees must decide on one person to be a ‘chair person’ to manage board meetings. If the chair person cannot attend a board meeting, or is more than 15 minutes late, the Trustees may choose a Trustee at the meeting to chair. Bamboozle must hold an ‘annual general meeting’ (AGM) each year. At the ‘Annual General Meeting’, one third of the members must retire their position. These will be the longest serving since their last appointment. These members may be reappointed at the same meeting should they wish to increase their term and Trustees vote to confirm. Individual members are free to end their term at any time by serving notice in writing, unless this reduces our members to below 2 Trustees, in which case Trustees must help to recruit new members before resigning. If a Trustee fails to attend meetings or respond to communications for 6 months without any notice, they will automatically resign from their position as Trustee.