CHARITY REGISTRATION

 

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The 'Cleaner Ocean Foundation' (COF) is a not-for-profit company (charity) without share capital that is dedicated to ocean conservation. COF is also keen to promote the ocean economy to provide jobs for a circular economy in a changing world. Our objectives reach out to conservation in the round, to include tackling climate change via contributions from Seavax, where the vessel is solar and wind powered, hence carbon neutral.

 

 

The Charity Commission's website

 

WEBSITE - You will find a lot of information about setting up and running your charity on their official Government website.

 

 

THE CHARITY COMMISSION

 

The Charity Commission is the regulator of charities in England and Wales and maintain the charity register for this geographical region. They are an independent, non-ministerial government department accountable to Parliament.

 

As the registrar of charities they are responsible for maintaining an accurate and up-to-date register of charities. This includes deciding whether organisations are charitable and should be registered. They also remove charities that are no longer considered to be charitable, no longer exist or do no longer operate.

 

The Charity Commission works across 4 sites in Liverpool, London, Newport and Taunton. Their Newport office operates bilingually in Welsh and English. The Commission employ approximately 350 people.

 

The Commission is the non-ministerial government department that regulates registered charities in England and Wales and maintains the Central Register of Charities.

The Charity Commission answers directly to the UK Parliament rather than to Government ministers. It is governed by a board, which is assisted by the Chief Executive (currently Helen Stephenson CBE who succeeded Paula Sussex in July 2017) and an executive team. The current Chair is William Shawcross. The previous Chair was Dame Suzi Leather, DBE, who was appointed Chair of the Commission's board on 1 August 2006.

 

 

REGISTRATION

 

The Cleaner Ocean Foundation is presently considering applying for registration, with an online application in progress. The decision that our trustees are facing in deciding whether or not to proceed is if it wants the extra expense of accounting and audit that the present system imposes, though an organisation can always de-register if circumstances demand.

 

Should funding become available for SeaVax then registration would have to follow, but until then the charity's income is only just above the threshold where registration is required.

 

Our objective is to channel monies raised directly to ocean cleaning research, rather than spend money on administration and fund raising professionals, or at least to keep overheads to a minimum such that contributors will be confident that their donations or grants will be used for the published objectives.

 

During the registration process we received a number of questions from the Commission, where on the application form it seems that we could (or did) not provide much information space being limited.

 

 

QUESTIONS & ANSWERS

 

Most of the questions that were asked during the application stage are covered in our Operational Protocols and is self-evident in our publications, though we accept that it may not be possible for scrutineers to examine all of such publications. This general Guidance and Reference is provided to every Trustee for use and in furtherance of the Objects in accordance with the Charities Act 2011 (see below). Essentially, the Foundation is of the view that its research qualifies for registration where:

 

* The subject matter of the proposed research is a useful subject of study

 

* It is intended that knowledge acquired as a result will be disseminated to others.

 

* The research is conducted for the benefit of the public or a section of the public in the saving of lives.

 

In answer to the questions posed, and we assume that many potential contributors will want the same assurances, our Foundation is concerned as to the unhealthy state of the oceans as it affects the health, hence the lives of marine animals and humans who derive food for life from the sea. We are active in the field of scientific research that is aimed at alleviating the present pollution problems in a way that is environmentally friendly, also promoting clean, or zero carbon transport as may benefit ocean acidification levels and reduction at some point in the future should any solar and wind powered platform derived from our experiments increase present average speeds over that set by Planet Solar in 2012, or other zero carbon transport concepts might add to current knowledge in the quest to slow climate change as per the 2008 Act.

We take a global view on how to achieve this:

 

1/  We are engaging with those governments and organisations that have identified these problems to provide them with information of what may be possible given the appropriate support, on a not for profit basis.

 

2/  We keep up with current technology as it may be applicable to the development of machines to clean the oceans from news feeds and review such information for onward transmission. This watching brief includes monitoring land based trends with the potential to reduce global warming as it affects acid oceans.

 

3/  We attend events such as Oceanology International (London), the Ocean Symposium (Hastings) and give presentations about plastic waste and the Seavax concept.

 

4/  We attend the European Maritime Days.

 

5/  We operate a number of websites designed to promote plastic awareness and publish progress on Seavax. 

 

6/  We are developing an ocean awareness game based on a Seavax vessel fishing for plastic waste.

 

7/  We design ocean cleaning machinery and support vehicles on the premises.

 

8/  We build prototypes on the premises and arrange for external facilities as they are needed.

 

9/  We test vessel models and filtrating machinery in our test tanks on the premises.

 

10/ We aim to produce half and full size Seavax prototypes as part of an ongoing programme.

 

11/ We scout potential collaborative research partners for technology that is needed for Seavax.

 

The above furthers our charitable ocean cleaning objectives for a water cleaning system that is capable of reversing the pollution trend by removing plastic waste with a comprehensive, Seavax like, system:

 

1)  That is coming to fruition as part of a planned programme that is entirely driven by funding levels.

 

2)  Where online information dissemination is letting governments know what may be possible in the future, planting the seeds for future food security.

 

3) Where networking at events and B2B meetings gives interested parties the opportunity to gain further insight into our ocean research activities.

 

4) Where we are implementing a long term plan to show what may be possible given international cooperation.

 

5) Where we foster and log Seavax enquiries for the eventual issue of free licenses.

 

6) Where we hope that this combination of efforts will eventually contribute to making the oceans healthier for marine life and for humans who eat seafood that is at present contaminated by marine waste.

What the benefits are ?

 

At this point in time it is difficult to say what the benefits of Seavax might be save for estimates. Whereas the Foundation's ocean awareness campaigns and international interactions are sure to make the public think more about how they dispose of plastic that may end up in the ocean. Equally, where the charity attends a number of ocean events, those persons viewing attendance lists may request one-to-one audience with our representatives to learn more.

 

Seavax is likely to have a significant effect on ocean cleanliness if the charity is successful in persuading world organisations and companies to invest in cleaning their geographical region (under free licenses) working in cooperation with other like minded organisations that we identify. The aim of such negotiations is to unite the world in a mass clean up operation that can only succeed with persistent and targeted communications and global coordination. This is so due to the fact that ocean currents know no geographical boundaries. It is thus pointless cleaning one ocean on its own where a neighbouring ocean will soon re-contaminate any patch that is cleaned in isolation.


Who the beneficiaries are ?

 

The beneficiaries are:

 

1.  The 3 billion people around the world who rely on fish and seafood products for their protein intake.

 

2.  Marine life as a whole; fish, shellfish, seabirds and marine mammals.

 

3.  Aquaculturists who rely on fish based feed for their farms and where applicable; healthy seas.

 

4.  Fishermen who need the demand for their catches and retailers on land that depend on fish products for their businesses.


How the beneficiaries become aware of the services ?

 

The internet is a wonderful tool for information dissemination and it is working for the Foundation in attracting potential end users, where they simply need to enter the appropriate key words to learn about the Seavax and Rivervax water filtration machines and project progress. Apart from that, the Android and iOS smart device games are sure to become reasonably popular with suitable promotions, and that in turn takes the next generation to the Seavax project on the charity's websites where they can learn about how the Foundation hopes to be able to persuade organisations around the world to get cleaning.


Who is providing the services, and how the trustees have satisfied themselves the persons providing them are appropriately qualified ?

 

The Foundation provides most of the design and development of the Seavax and Games. The Foundation provides the communications to world leaders and organisations. Staff engaged on these elements of the ocean cleaning drive will typically hold an appropriate degree or other qualification, City and Guilds or other skill proof, or will provide samples of their work and undergo a trial period involving close quality inspection.

 

a) Who carries out the research and the development projects ?

 

Apart from the Foundation developing Seavax, low level robotics and filtration modules and associated awareness services, collaboration with academic institutions, specialist product suppliers and subcontractors is envisaged, due to the high technology amalgamation, such as satellite ocean searches and fleet navigation coordination that is not within the scope of staff and is better adapted from outsourced hard and software. Although we have many contacts who might provide these services and who have expressed a willingness to work together, the Foundation is not yet in a position to name contributors. Such information is available to potential contributors subject to completion of a non-disclosure agreement.

 

b) How do the trustees decide who carries out the research and development ?

 

The Trustees decide who might be appropriate development partners or subcontractors based on their level and areas of expertise. On occasion the Knowledge Transfer Network (KTN) branch of the Dti can help by suggesting suitable partners. If the research is within in-house scope, the charity carries out that package of work. When the level of expertise exceeds in-house capabilities, then at that point the charity chooses partners who have similar objectives, are competitive in financial terms and have the ability to deliver their products or services in an agreed timescale.

 

c) How does the organisation ensure that it does not support non-charitable research, commercial research and exploitation for commercial purposes ?

 

The Foundation has a set of rules that every Trustee is required to read and every other officer of the charity must endorse, refer to when unclear as to any gray areas, and comply with when looking at charity compliance issues.

 

d) Who owns the intellectual property rights to the SeaVax and other research. How will the trustees ensure there are no personal benefits regarding intellectual property rights attached to the research ?

 

Some research and conceptual machines that have been produced to date do not belong to the Foundation. The charity has though secured virtually indefinite use of such on a free basis. Forward research generated IPR will be vested in the Foundation. As such there is no personal benefit from use of the intellectual property. The charity has an arrangement with Bluebird Marine Systems, who in turn have a system where free licenses may be issued at the appropriate time upon receipt of such a request, providing free licenses to operators around the world who it is hoped will be the end users.

 

e) How will the trustees ensure that any personal benefit to the researchers/ developers is no more than incidental ?

 

Please see the Operational Protocols and Aims & Research Declaration below.

 

f) Where will the useful results of the research be published. How will it be made available to the public ?

 

Our research will be self-published online, but is also available for publication and dissemination by the media in articles and to other third parties on a free basis.

 

g) How will conflicts of interest be managed ?

 

Potential conflicts of interest will be avoided. Where there might be necessary input that generates a potential conflict of interest, that arrangement will be carefully monitored for compliance. Typically, staff are bound by agreements at the outset that deal with such issues upfront. Similar agreements will be secured with outside contractors who have commercial interests to ensure that dissemination of information remains with the Foundation and that this is on a not-for-profit basis.

h) Can the trustees confirm they will operate within the limits of Charity Commission guidance ?

 

Please see the Operational Protocols and Aims & Research Declaration below. The Foundation believes that it operates in accordance with the Charities Act 2011, some of which is reproduced below for ease of reference. Hence, the charity can confirm the intention to operate within the guidance provided by the Commission and as seen in statute.

 

3) Please provide information about the educational games that the organisation is developing ?

 

The Seavax game is based on six ocean areas identified on a map of the world. The presumption is that the player wants to clean plastic from these geographical regions using a Seavax machine. They have to pass various levels to gain sufficient points to clean the world of plastic. In engaging with the game the player learns that cleaner oceans make happier fish.

 

a) Who has designed the educational games. Are they designed by experts in the educational field and can the trustees provide independent expert evidence on the educational merit of the games ?

 

The Seavax game is under development by professional game producers. The company concerned has produced many games for other concerns. It is up to the Foundation as to the brief and look of the game that the programmers meld with game objectives such that the player might enjoy cleaning the oceans. The charity is roughly 60% of the way through the development process and is looking forward to testing a beta version in the not too distant future. At this stage it is not possible to seek independent evidence where the product does not yet exist in a playable form. The cost of obtaining such evidence would need to come from generated funds that at present do not exist, though game testers may be able to give opinions on a free basis at the beta stage. 

 

b) Who will own the intellectual property rights to the games? If this is not the charity, how will the trustees ensure there are no personal benefits regarding intellectual property rights attached to the games ?

 

The Foundation will own the copyright on the game, operating under a free license to use the Seavax design. This license  may be sub-licensed on a free basis, subject to design copyrights that the charity already has free use of.

 

c) How does the organisation assess the impact of the games they provide for educational purposes ?

 

It is far too early to assess the impact of the SeaVax game. This will only come once the game is released. It is planned to release a similar game to raise awareness of pollution in rivers such as the Ganges, but only if the ocean cleaning game is well received and meets with general approval from the academic world.

 

4) What is the connection between Blue Growth and Cleaner Ocean Foundation Limited. Is the organisation independent ?

 

The Blue Growth website was an initiative of the Foundation it is not independent. The Foundation does however, work with other similar minded concerns to promote blue growth where cleaner oceans has been identified as the bedrock of restoring the sea state to pre-plastic health levels. Unfortunately, the Foundation cannot find a way to clean the ocean floor, that may be economically feasible - at this point in time. We must then concentrate efforts to remove the plastic as it comes into the oceans.

 

5) What is the nature of the relationship between Bluebird-electric and the organisation ?

 

The website www.bluebird-electric.net was the flagship site for the SeaVax project before the project was passed to the Cleaner Ocean Foundation. It was a legacy site that generated many visits due to the subject matter and so is of value for information dissemination purposes. The company that was running that site (on a not for profit basis) has ceased trading for the present leaving that website unattended if the Foundation had not agreed to update it on a free basis, whereas several contacts that are considered to be beneficial to the Foundation used those email contacts from the legacy site. The Foundation has thus negotiated to continue to update that site with details of ocean related events and other news that generate emails to the Foundation as to offers to operate Seavax machine when they become available, also continuing to use the established addresses on a free basis in the interests of continuity.

 

Interested parties should bear in mind that Seavax was conceived before the Foundation took over the project, where it was clear that the original developers would not qualify for funding from any source under current rules. The charity took up the challenge in the hope of more favourable treatment by those that may be approached to generate funds.

 

 

OPERATIONAL PROTOCOLS - AIMS & RESEARCH DECLARATION

The Foundation seeks to contribute to society through the pursuit, dissemination and application of knowledge free of mission drift. This may include innovative collaboration where the Foundation does not have such expertise in house and such skills are necessary to further the objects.

 

Staff are not offered any incentives other than equitable remuneration for their research while working for the Foundation on Seavax or any other ocean cleaning or zero carbon transport related project. IPR developed by the charity remains with the charity for free use and dissemination by/to others.

Our research is directed towards establishing an outcome, in this case the formulation of a system that may harvest plastics from the oceans on an equitable basis, not for the Foundation, but as a gift of knowledge to other nations.

Our regeneration ocean research is undertaken with the intention that the useful knowledge acquired from these efforts will be disseminated to the public and others so that they may use and benefit from that knowledge within a reasonable timeframe, typically 3-6 months from the research being conducted and assimilated.

Dissemination may take many forms, such as:

1. attending events and giving talks about our findings.
2. producing free games advocating clean oceans
3. offering the knowledge to all nations free of charges
4. publishing the knowledge in indexed form on the internet
5, filing of patents
6. arrangements for the use of the material for further research by the Foundation of other charities.

These activities are considered to be incidental, legitimate and reasonably necessary for the functioning of the Foundation.

Our research is undertaken for the benefit of all those citizens of planet earth who eat fish or other ocean produce, where at the moment such produce is tainted with toxins from plastics. Such endeavour is not for private or commercial consumption, but to bring about a situation where seas are healthier for the benefit of marine life.

Our research is undertaken with the aim that if our seas can be rid of toxic plastics that seabirds and marine mammals will not ingest solids that they mistake for food and so alleviate suffering.

Our research may be undertaken with sponsored collaborations provided only that there is no restriction on dissemination, and that there is no ownership of IPR to gain a commercial advantage. Any agreement as to research collaboration will define any sharing of work and responsibilities. Agreements will also deal with allocation of funding and resources, the non-ownership of the knowledge generated and the protection of the research limited to the extent of identifying the research as emanating exclusively from the Foundation or its collaborations, so giving a quality stamp to the work against imitators with commercial intentions.

Our research and dissemination is not to be carried out for any political gain, party or purpose, save those all party ambitions may accord with our own agenda so long as there is no profit motive.

The Foundation may (in effect) carry out contract research for non-charitable bodies to test and/or evaluate a piece of work or proposal by way of an agreed programme under the terms of a written agreement, to use the facilities of the Foundation for ocean research aimed at understanding problems associated with plastics or climate change, provided that the right to disseminate the knowledge gained in a reasonable time is secured and that there is adequate financial recovery for the charity under such arrangements, such as to generate funds for ocean plastic research and other related ocean issues.

CONTRACTS

The Foundation is to include a robust process whereby the authorisation of contracts by the Trustees to necessary sub contractors, collaborative research partners or commercial trading entities, is examined to eliminate potential conflicts of interest, and to ensure that:

a/ any research undertaken is in an area that furthers the aims of the charity.

b/ any research is for the public benefit, with any private benefit being incidental.

c/ the terms agreed by the charity are reasonable in relation to the circumstances known to the charity at the time.

d/ the charity's interest are/were protected.

e/ there is an adequate record of the decision making process.

f/ there is appropriate supervision and training of the charity's staff who may be involved in authorising contracts.

Should it be prudent to conduct significant research for fund raising purposes through a separate or non-charitable (trading) company, the Foundation will ensure that it has sufficient powers of investment or support for such endeavour, provided only that the charity considers it prudent and in the interest of the charity and such formal (arms-length) arrangement would not undermine or prejudice the ongoing work of the charity.

 

 

CLOSING A CHARITY

 

Charities can close for a number of reasons, such as:

* a merger with another charity
* the original purpose has been met or is no longer relevant, for example treating a disease that has since been eradicated * in the area the charity serves
* losing funds or funding
* a lack of members
* becoming a company or charitable incorporated organisation (CIO), which means creating a separate charity

 

 

GOVERNING STATUTE: CHARITIES ACT 2011

 

S. 1. Meaning of “charity”

(1) For the purposes of the law of England and Wales, “charity” means an institution which—

(a) is established for charitable purposes only, and

(b) falls to be subject to the control of the High Court in the exercise of its jurisdiction with respect to charities.

(2) The definition of “charity” in subsection (1) does not apply for the purposes of an enactment if a different definition of that term applies for those purposes by virtue of that or any other enactment.

 

S. 3 DESCRIPTIONS OF PURPOSE

(1) A purpose falls within this subsection if it falls within any of the following descriptions of purposes—

(a) the prevention or relief of poverty;

(b) the advancement of education;

(c) the advancement of religion;

(d) the advancement of health or the saving of lives;

(e) the advancement of citizenship or community development;

(f) the advancement of the arts, culture, heritage or science;

(g) the advancement of amateur sport;

(h) the advancement of human rights, conflict resolution or reconciliation or the promotion of religious or racial harmony or equality and diversity;

(i) the advancement of environmental protection or improvement;

(j) the relief of those in need because of youth, age, ill-health, disability, financial hardship or other disadvantage;

(k) the advancement of animal welfare;

(l) the promotion of the efficiency of the armed forces of the Crown or of the efficiency of the police, fire and rescue services or ambulance services;

(m) any other purposes—

(i) that are not within paragraphs (a) to (l) but are recognised as charitable purposes by virtue of section 5 (recreational and similar trusts, etc.) or under the old law,

(ii) that may reasonably be regarded as analogous to, or within the spirit of, any purposes falling within any of paragraphs (a) to (l) or sub-paragraph (i), or

(iii)that may reasonably be regarded as analogous to, or within the spirit of, any purposes which have been recognised, under the law relating to charities in England and Wales, as falling within sub-paragraph (ii) or this sub-paragraph.

 

S. 4 THE PUBLIC BENEFIT REQUIREMENT

(1) In this Act “the public benefit requirement” means the requirement in section 2(1)(b) that a purpose falling within section 3(1) must be for the public benefit if it is to be a charitable purpose.

(2) In determining whether the public benefit requirement is satisfied in relation to any purpose falling within section 3(1), it is not to be presumed that a purpose of a particular description is for the public benefit.

(3) In this Chapter any reference to the public benefit is a reference to the public benefit as that term is understood for the purposes of the law relating to charities in England and Wales.

(4) Subsection (3) is subject to subsection (2).

 

 

S. 11 CHARITABLE PURPOSES

In the rest of this Act, “charitable purposes” means, except in so far as the context otherwise requires, purposes which are exclusively charitable purposes (as defined by section 2(1)).

S. 177 Meaning of “charity trustees”

In this Act, except in so far as the context otherwise requires, “charity trustees” means the persons having the general control and management of the administration of a charity.

 

 

ADDITIONAL GUIDANCE

 

We refer our trustees and any reader with an interest in charitable operations to the official government guidance ‘Research by higher education institutions’ which explains when research will, and will not, be charitable, and what are private benefits, and when they are acceptable in furtherance of a main charitable aim. This can be accessed on our website here:

https://www.gov.uk/government/publications/research-by-higher-education-institutions


Charity Law Association

 

CHARITY LAW - If you need independent advice about charity law the Charity Law Association may be able to help.

 

 

CONTACTS

 

The Charity Commission for England and Wales

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 This website is provided on a free basis as a public information service. copyright © Cleaner Oceans Foundation Ltd (COFL) (Company No: 4674774) October 2018. Solar Studios, BN271RF, United Kingdom. COFL is a charity without share capital.

 

 

 

 

BLUE GROWTH IS GROWING THE OCEAN ECONOMY FOR A SUSTAINABLE WORLD