The 'Cleaner Ocean Foundation' (COF) is a not-for-profit company (a charity) without share capital that is dedicated to ocean conservation and general environmental advocacy or informational campaigns as to renewable energy. 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 and other vessel concepts, where these vessels are solar and wind powered, hence carbon neutral.
The objectives of the charity include education of the public for their own benefit and that of their habitats and limited political campaigning that is designed only to help the Foundation achieve its objectives. The Charity has no political agenda and supports no political party or views.
According to a decision letter dated February 4 2019, that was forthcoming only after a deadline was set by us to respond, or face a formal complaint as to the protracted delays. Our application was filed on 30/08/2018, meaning that it had been in the Commission's offices for 150 days, where most applications are decided in 14 days. That seemed to us to be wholly inappropriate given the urgency of our research and a possible maladministration, or abuse of a position of trust, where a special duty exists in respect of social issues such as plastic pollution.
The Commission did not seem to care about the urgency or the special duty of care, but embarked on what looks to us to be a fishing exercise.
The result of our application is that a Legal Estoppel has been created that our Foundation may rely on, in that according to their decision our charity is not required to register with the Charity Commission.
The Commission stressed that in coming to their decision, they were not making any judgement on the merits or otherwise of what our organisation is doing. They claim that their role is simply to make a decision on whether, on the basis of the information available to them, an organisation should be registered as a charity.
It follows that an organisation can be a charity, as in having adopted charitable objects and followed the published guidelines of the Charity Commission, and not be subject to the requirement to register their charity.
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 maintains the charity register for this geographical region. They are an independent, non-ministerial government department accountable to Parliament, but apparently not to the electorate.
As the registrar of charities they are responsible for maintaining an accurate and up-to-date register of charities. This includes deciding whether organisations meet their version of what a charity is, and so should be registered. They also remove charities that are no longer considered to be charitable under their rules, or that no longer exist or 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.
Commission is the non-ministerial government department that regulates registered charities in England and Wales and maintains the Central Register of Charities.
IS REGISTRATION NECESSARY ?
Apparently not. The Cleaner Ocean Foundation considered it necessary to apply for registration, to determine if registration was legally required.
In their own words: "Many organisations are set up to do things which benefit the community. Not all of these organisations will be capable of being charities. This is because not everything that benefits the community is charitable."
The decision that our trustees faced in deciding whether or not to proceed to test registration is if it wanted the extra expense of dual accounting and audit that the present charity system imposes, though an organisation can always de-register if circumstances demand. It appeared to the Foundation that the published agenda was exclusively charitable and for the benefit of mankind. The Charity Commission did not agree..
Should funding become available for SeaVax it seemed to the Foundation that registration would have to follow. But the Foundation's income was only just above the threshold where registration would have been required at the time of making application. As you may imagine, the leap to (not for profit) capitalization for such a large project as SeaVax, was and is daunting. With registration looking as though it may be a requirement, it was even more challenging, where donations and commercial associations could and can be accepted regardless of registration.
"For an application to the charity register to take place, an organisation must be established for exclusively charitable purposes for public benefit. Everything it is doing must further a charitable purpose - if only some of what it is doing furthers a charitable purpose, but not everything, then it will not be capable of being a [registered] charity". Apparently, and according to the Commission, this is because not everything that benefits the community is charitable.
Well, if that makes sense to you, you are better informed than us. Where we come from anything that benefits a community and is not-for-profit, is charitable. This is according to most dictionaries, but not according to charity bean counters. In our view a potential discrimination issue for any Human Rights activists looking for legal anomalies.
According to the Charity Commission an applicant needs to: ".. be able to demonstrate a clear connection between what they are doing and the furtherance of a charitable purpose for public benefit."
The Foundation has published its purpose and in its view clearly laid out why the research into low carbon transport and ocean pollution solutions is of benefit to the public by way of conservation. That this research and other associated research is published and available to all via search engines is self evident.
Regardless of any test of registration, our objective is to channel monies (donated) raised directly to ocean cleaning and environmental research, conservation and educational advancement activities no matter that the Commission's rules may not recognise (or indeed, fully comprehend) our methods in a modern world. 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 sufficient information space being limited. A second tranche of questions followed our initial response, some of which was repetitive and others seemingly joining dots that did not exist, by way of potential complications. Where we are a charity regardless of registration, it seems to us that much of the requested information was designed to put us to considerable cost, being rather off-putting and a drain on our limited resources. That said it was a learning experience that may well shape how the Foundation develops in years to come. Or, the extra efforts may force the Foundation to wind down and hope that other think tanks will take up the torch.
It became obvious early on that the Commission was working with and for other agencies, using their new powers to explore non-existent connections - and what appears to us - to use the non-existent, or previous associations as a reason to refuse registration. This is so despite the obvious charitable works that we do, and something for politicians and policy makers to think on where such an approach may work negatively for society and those in society who start out wanting to make a difference.
The Commission homed in on Bluebird Marine Systems and our takeover of the SeaVax project where that company had concluded a period of agreed research and objectives that exhausted them both financially and mentally.
The Commission suggested that the Foundation might be liable for any losses or liabilities of that company, despite the fact that Bluebird Marine had also traded not-for-profit and come out of that period to dormancy without any losses or liabilities. Regardless of that, one company cannot be held to be liable for the trading or non-trading of another - unless by special agreement. In taking over the SeaVax project and requiring use of the water test tank that they constructed, the Foundation agreed to assume forward liability in this regard, so relieving Bluebird of forward liabilities. In other words, the Commission were basing their decision in part on nothing at all. Bluebird Marine had ceased trading.
EDUCATION & PROMOTING A VIEW
According to the Commission, a charity cannot be registered if it advanced education and campaigns for a cleaner environment at the same time. The Commission say that such endeavour affects neutrality, not being consistent with either objective, suggesting that if (apparently) the objectives had been by separate charitable entities they would have been registrable. Hence, by advocating ocean cleaning using SeaVax or SeaVax like machines, the Foundation may be seen (in the words of the Commission) as not being neutral.
Likewise, the Commission are of the opinion that promoting a Blue or Circular Economy is not charitable, where they say this is a specific means to an end, rather than simple protection of the environment. Again, it appears that where one specific charitable object is linked to another, or cross-linked, the Commission say that is indistinguishable from promotion of a specific point of view, regardless of the fact that the Foundation gives no specifics as to how to achieve these objectives, merely agreeing that they are desirable targets if they can be achieved and citing examples of how they may be achieved with reference to other organizations looking to achieve Blue Growth and other countries hoping to achieve sustainable economies.
The Commission has though created a Legal Estoppel in saying that multiple charitable objects may not be linked in this way. Other concerns might take note that they do not have to waste time attempting to register with the Commission if they adopt a similar approach to the Foundation.
POOR PERFORMANCE = SDG 16 MALADMINISTRATION
Now that has been cleared up, our remaining concern is that the Charity Commissioners took so long to give us this information, given that their reply after 150 days of waiting was mostly a standard negative response with cut and paste sections that they thought could be applied to the Foundation.
The Commission should consider that they are paid civil servants, whereas our Trustees and volunteers receive no reward for their efforts, other than legitimate and very limited out of pocket expenses. In such circumstances where those who are unpaid are prepared to expend considerable effort hoping to change the world for the better, you might imagine a high degree of encouragement, rather than the put off that appears to be the norm from this experience, during which unnecessarily prolonged period the Commission effectively kept our Foundation in limbo. When, it was clear that they had decided rejection of our application in the first 14 days - as we say - mainly based on dots that they were joining that did not exist.
There are problems facing our world where governments are looking for solutions, but where funding is either not available or where the application process for limited funding and the associated legal constraints are so demanding as to put off any would be champions.
Generally, social technology champions are not bean counters. They are practical engineers who are willing to try and solve social issues to help their fellow man, where the bean counters of this world do not have the skills base or imagination that is required to come up with potential solutions, let alone the grunt to see development through to technology readiness level 1 to 9 or even 10; getting the end product into production.
Policy bean counters should then consider that there are only so many champions at any given point. Governments have missed many opportunities by either refusing grant applications for those with solutions that they did not recognise as problems early enough, or where funding rules are so horrendous that those with practical, rather than administrative skills would not in any event apply.
An example of a solution that was missed by the Dti in 1995 was an application by a practical man to develop the infrastructure for electric vehicles, that is now a high priority, because funding was refused in 1995. Had financial encouragement been forthcoming in 1995, we would most likely have EV service stations ready to go as needed. What actually happened is that the champion concerned carried on looking for financial assistance for as long as he could afford to carry the concept and then took another career path to survive. Doubtless, there will be other champions, but we are unlikely to meet the deadlines for the Climate Change Act as a result of the Dti's short sightedness in 1995.
In a world where we become financial slaves as soon as we enter university, funding is the all important incentive to nurture the solutions that our progeny will need to create a sustainable society.
Where we were not entirely averse to modifying our objects, we are now keen to stay as we are and have been operating for over 20 years without challenge, save that in the past we did not tackle such sizeable projects as SeaVax. The model document that our charity is based on was supplied to us by the Commission. Having considered the line of questioning and many of the legal cases, it seems that the Commission seek to change the objectives of many applicants, to bend to their will. In our view such attempts to force us to change our agenda would not allow us the freedoms to conduct experimental research the way that we believe is risk free for our volunteers and for the Foundation in terms of undue administrative burdens. If the British Government want such research conducted in a different way, they can always form such charities themselves? In a perfect world they might, but we live is a society that is imperfect.
You can see the questions and our answers below and come to your own conclusions. Please do not email us with questions as to your own charity or registration applications.
APPLICATION 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 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 and educational activities qualified 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, reduction of global warming and conservation of marine species. Conservation also includes saving a historic asset for the benefit of the public and appreciation of future generations.
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
Solar in 2012, or our other zero carbon transport concepts
might add to current knowledge in the quest to slow climate
change as per the Climate Change Act 2008.
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.
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 filtration 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.
12/ We test low carbon vessel models aiming for more efficient hulls for solar and wind power.
13/ We contribute to the upkeep of a historic building that would otherwise have no beneficial use.
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 low carbon, 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.
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
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.
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.
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.
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 Intellectual Property Rights (IPR) that are paid for by the Foundation, will be vested in the Foundation. Proprietary IPR, such as Apple and Microsoft hard and software and other third party algorithms and hard and software will not belong to the Foundation, but will be used in the course of operations to achieve our aims. As such there is no personal benefit from use of the or any intellectual property, be it proprietary or developed by the Foundation.
At time of writing, 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.
In anticipation of Bluebird Marine Systems winding down, the Foundation will secure, or will have secured whatever IPR is necessary to continue with our climate change and ocean conservation initiatives. BMS ceased trading in 2017. At time of writing the only liability that may have a bearing on BMS winding down, is that they will have to find another concern to use whatever assets they may have as a result of crowd funding, or they might find themselves in a breach of contract situation. To avoid any penalties arising, if the Foundation is for any reason unable to continue with ocean research, then BMS would have to find an alternative charity to undertake this work.
Other contributing companies are independent of the Foundation, meaning that their liability is theirs alone. For example, if a large corporation were to make a donation and then at some time in the future go into administration, that would have no effect or comeback on the Foundation. All contributions are accepted in good faith free of conditions, save where goods in kind may accepted as free issue, typically involving a PR return or other association for the contributor. Even so there would be no liability attaching to the Foundation.
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. It is likely that the British Library would have copies of such publications lodged. Patents would of course be published by the Intellectual Property Office during the course of such applications and grants.
g) How will conflicts of interest be managed ?
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
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, the website is not independent, it is operated by our charity in connection with our educational objectives. The Foundation does however, work with other similar minded concerns to promote blue growth ideals 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 we consider may be economically feasible - at this point in time. We must then concentrate efforts to remove the plastic as it comes into the oceans and promote low carbon vehicles (alternative energy) in the hope of reducing acid oceans and climate change.
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.
PROTOCOLS - AIMS & RESEARCH
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, to include low carbon
shipping and other energy and conservation projects. IPR developed by the charity
remains with the charity for free use and dissemination by/to
CLOSING A CHARITY
Charities can close for a number of reasons, such as:
GOVERNING STATUTE: CHARITIES ACT 2011
A charity is excepted if its income is £100,000 or less and it is in one of the following groups:
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:
CHARITY LAW - If you need independent advice about charity law the Charity Law Association may be able to help.
The Charity Commission for England and Wales
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CHARITY COMMISSION LINKS
This website is provided on a free basis as a public information service. copyright © Cleaner Oceans Foundation Ltd (COFL) (Company No: 4674774) December 2018. Solar Studios, BN271RF, United Kingdom. COFL is a charity without share capital.