TCEP Introduction
THE CHAUCER FOUNDATION
The Chaucer Foundation was incorporated as a company limited by guarantee in May 1990. The Charity Commission formally granted the Company charitable status in June 1990.
On 1 July 1990, the two owners of all the issued shares in Chaucer Corporation Ltd. each donated their entire holdings in the Company to The Chaucer Foundation, to become part of its first permanent endowment and principal future source of income.
OBJECTS OF THE CHAUCER FOUNDATION
The first part of paragraph three of the Memorandum of Association of The Chaucer Foundation states:-
"3). The objects for which the Company is established and which shall be achieved in all countries of the world and without differentiation between individual persons on the grounds of their colour, nationality, politics, race, religion or sex, are:-
(1) The advancement of education through teaching and research, and through being an examining body, and by the example and influence of the Company's corporate life and that of The Convocation;
(2) To preserve life, and relieve distress, hardship, poverty, sickness and suffering;"
Sub-clause 3).(3)(15) includes the special powers, in furtherance of the objects, which a charitable company must have in order to qualify for registration as a housing association.
MANAGEMENT SYSTEM
The management system for The Chaucer Foundation has been designed to incorporate features derived from three existing types of corporate structure:-
(1) the good management systems which have already been introduced into successful multi-national companies;
(2) the traditional management system of universities, in which the Governing Body is responsible for day-to-day management but where The Senate retains responsibility for all academic matters, with both bodies functioning independently of each other;
(3) the requirements of a modern charitable company.
THE SENATE
A charitable company is prohibited from directly undertaking any permanent trading activities in its own right. For this reason, The Senate will be established as the Board of Directors of Chaucer Corporation Ltd. and would be a committee of The Court, governed directly by The Convocation through Bye Laws passed at a General Meeting. This arrangement will enable The Senate to undertake its course development and examination validation responsibilities under separate corporate status, initially under external supervision and ultimately under powers granted to it by Royal Charter. Every member of The Senate will chair one of the Boards' of Studies responsible for course unit validation.
The mathematically-derived management structures envisaged, for each group of three neighbouring line management levels, have been derived from the concept of a pyramid-shaped Geometric Progression in the ratio of 1:3:9. For example, it is anticipated that there would be three posts of Assistant Chair of The Senate created which, collectively, would undertake all the responsibilities that might previously have comprised the separate post of Deputy Chair. Each holder of an Assistant Chair post would also be the head of one of the first three Schools to be established.
On the subsequent granting of university status, the posts of Chair and Assistant Chair of The Senate would be-renamed Vice-Chancellor and Pro Vice- Chancellor, respectively.
CONTRACTUAL ARRANGEMENTS
Chaucer Corporation Ltd. is expected to negotiate one flexible staffing contract with The Chaucer Foundation, which would specify both the total number and type of posts to be filled each term. Every post would be filled by one full-time equivalent student undertaking vocationally-taught coursework. It is envisaged that The Chaucer Foundation would contract The Senate, through Chaucer Corporation Ltd., to provide external assessment and examination systems.
The introduction of flexible two-way contractual arrangements is intended to enable both The Chaucer Foundation and Chaucer Corporation Ltd. to separately maximise their potential marketing opportunities. The charitable company would be responsible for directly providing both conventionally and vocationally-taught course units, whilst the principal subsidiary commercial company would undertake responsibility for providing examination validation systems and group management.
FRANCHISED LIMITED PARTNERSHIP BUSINESSES
One of the first management research projects is expected to involve the design and development of traditional craft-related businesses, each of which could be operated as a small limited partnership. This form of business ownership structure, as an independent branch of a larger organisation, is expected to have two main advantages over the conventional design of franchised sole proprietorship businesses. Firstly, it should help to minimise both the amount of capital required at the outset and also the conventional start-up period risks. Secondly, it has the potential to reduce the number of occasions in which the non-availability of immediate access to appropriate sources of specialised advice and, if necessary temporary assistance, might otherwise result in a considerable amount of essential but unprofitable and possibly expensive, financial budget amendment work having to be undertaken in the relative isolation of a sole proprietorship environment.
The proposed limited partnership agreement terms will be designed to compliment those of the fixed-term, renewable, franchise licence, which each new business would require. Whilst the franchised traditional craft business concept was initially intended for use within third world countries, there should also be potential for development in countries which are now converting to market-based economies.
The terms of the limited partnership agreement are also expected to include provision for each permanent member of staff to purchase a pre- determined share of the partnership capital, both at the commencement of the agreement and also at intervals during its term. It is envisaged that a form of Purchase-As-You-Earn scheme would be created, to enable part of the business share to be held in trust and then purchased by staff members in instalments, out of earned income. In the special case where each member of staff owned an equal share in the business, the ownership structure would become that of a limited co-operative.
APPLICATION OF THE CHAUCER FOUNDATION'S INCOME
The heading and clause (3)(1) of paragraph five of the Memorandum of Association are reproduced below:-
"5). The income and property of the Company shall be applied solely towards the promotion of its objects, as set forth in the Memorandum of Association and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to members of The Convocation and no member of The Court shall be appointed to any office of the Company paid by salary or fees or receive any remuneration or other benefit in money or money's worth from the Company, provided that nothing stated in this paragraph shall prevent any payment being made in good faith by the Company in any of the following circumstances:-
(3) of fees, remuneration or other benefit in money or money's worth to a company or corporate body of which a member of The Convocation may be a member, provided that:-
(1) preference must always be given by the Company, and every subsidiary of the Company, to contracting all work which is expected to result in any such fees, remuneration or other benefit in money or money's worth becoming payable by the Company, to a company or corporate body in which the Company, through a subsidiary company, owns not less than fifty- percent of the capital of that company or corporate body in question;"
Updated text from Information Sheet Number Two published in 1990.
Copyright Richard West. Page updated 23 October 2010.