2023-11-30-annual-report

PaperTraiL LEGACY ARCHIVE RESEARCH Annual Report 2022 - 2023 FOR CHARITY COMMISSION NI Paper Trail (Legacy Archive Research) Ashton Centre. 5 Churchill St. Belfast. B T15 2BP info@papertrai l.pro l +44 {0) 2895 818 575 Company No. N1627631 Charity No. NIC102485

Paper Trail Annual Report 2022 - 2023 FOR CHARITY COMMISSION NI CONTENTS PAGE 3 GOVERNING DOCUMENT- ARTICLES OF ASSOCIATION PAGE 30 TRUSTEES I STATEMENT FROM TRUSTEES PAGE 31 ANNUAL REPORT BY CHAIR PAGE 31 FINANCIAL REVIEW PAGE 31 PURPOSES OFTHE CHARITY PAGE32 FUNDED WORK PAGE 33 PUBLIC BENEFIT PAGE 36 MEDIA PAGE 37 COMPLIMENTS PAGE 38 CONCLUSION BY CHAIR Paper Trail (Legacy Archive Research) Ashton Centre. 5 Churchill St. Belfast. B T15 2BP info@papertrai l.pro l +44 {0) 2895 818 575 Company No. N1627631 Charity No. NIC102485

ANNUAL REPORT FOR CHARITY COMMISSION NI

FINANCIAL YEAR ENDING 30[TH] NOVEMBER 2023

GOVERNING ARTICLES OF ASSOCIATION OF PAPER TRAIL (LEGACY ARCHIVE RESEARCH) COMPANY LIMITED BY GUARANTEE

COMPANY NAME

1. The company’s name is :

Paper Trail (Legacy Archive Research) or Paper Trail (and in this document is called “the

Charity”).

Company Number NI627631 (incorporated 5[th] November 2014)

Charity Number NIC102483 (registered with Charity Commission NI 25[th] June 2015)

INTERPRETATION

1. In the articles:

“ address ” means a postal address or, for the purposes of electronic communication, a fax number, an e-mail or postal address or a telephone number for receiving text messages in each case registered with the Charity;

“ the articles ” means the Charity’s articles of association;

“ the Charity ” means the company intended to be regulated by the articles;

“ clear days ” in relation to the period of a notice means a period excluding:

the day when the notice is given or deemed to be given; and the day for which it is given or on which it is to take effect;

“ the Commission ” means the Charity Commission for Northern Ireland;

“ Companies Act ” means the Companies Act 2006;

“ the Directors ” means the directors of the Charity. The Directors are charity trustees as defined by section 180(1) of the Charities Act (Northern Ireland) 2008;

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“ document ” includes, unless otherwise specified, any document sent or supplied in electronic form;

“ electronic form ” has the meaning given in section 1168 of the Companies Act 2006;

• “ the memorandum ” means the Charity’s memorandum of association;

“ officers ” includes the Directors and the secretary (if any);

“ the seal ” means the common seal of the Charity if it has one;

• “ secretary ” means any person appointed to perform the duties of the secretary of the Charity;

“ the United Kingdom ” means Great Britain and Northern Ireland;

and words importing one gender shall include all genders, and the singular includes the plural and vice versa.

Unless the context otherwise requires words or expressions contained in the articles have the same meaning as in the Companies Act but excluding any statutory modificiation not in force when this constitution becomes binding on the Charity.

Apart from the exception mentioned in the previous paragraph a reference to an Act includes any statutory modification or re-enactment of it for the time being in force.

LIABILITY OF MEMBERS

1. (1) The liability of the members is limited.

2. (2) Every member of the Charity promises, if the Charity is dissolved while he, she or it is a member or within twelve months after he, she or it ceases to be a member, to contribute such sum (not exceeding £1) as may be demanded of him, her or it towards the payment of the debts and liabilities of the Charity incurred before he, she or it ceases to be a member, and of the costs, charges and expenses of winding up, and the adjustment of the rights of the contributories among themselves.

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OBJECTS

1. The Charity’s objects (“Objects”) are to:

2. (1) Advance justice and human rights and the relief of those who have lost family members or friends in situations of conflict, but lack relevant information about the background and circumstances concerning these events, through:

   • (i) identifying potential sources of information and assessing the possibility of access to these sources;

   • (ii) researching and analysing conflict-related archives, reports, publications and other material and conducting interviews;

   • (iii) liaising with such family members and friends.

3. (2) Advance the education of and inform legal professionals, academics and others by:

   • (i) undertaking or commissioning research and other forms of investigation into the background and circumstances of conflict-related events that occurred during the recent period of hostilities in Northern Ireland;

   • (ii) undertaking more general research and investigations for the benefit of the public;

and disseminating the results of such research and investigations.

POWERS

1. The Charity has power to do anything which is calculated to further its Objects or is conducive or incidental to doing so. In particular, the Charity has power:

2. (a) to raise funds and accept gifts and carry out trading in support of its objectives and comply with any relevant statutory regulations;

3. (b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use ;

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• (c) to sublease or licence any part of the property on long lease to the Charity or any part of the property belonging to the Charity, having due regard to the requirements of, or conditions established by, statutory authorities or bodies providing funds or assistance of any kind to the Charity . In exercising this power, the Charity must comply as appropriate with sections 57 and 58 of the Charities Act (Northern Ireland) 2008;

• (d) to borrow money and provide security for repayment of the money borrowed;

• (e) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;

• (f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the Objects;

• (g) to enter into any partnership or joint venture or arrangement with any other charity;

• (h) to establish or acquire subsidiary companies;

• (i) to enter in to contracts to provide services to or on behalf of other bodies;

• (j) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;

• (k) to employ and remunerate such staff as are necessary for carrying out the work of the Charity. The Charity may employ or remunerate a Director only to the extent it is permitted to do so by article 7 and provided it complies with the conditions in that article;

• (l) to:

• deposit or invest funds

• employ a professional fund-manager; and

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• arrange for the investments or other property of the Charity to be held in the name of a nominee;

in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act (Northern Ireland) 2001;

• (m) to provide indemnity insurance for the Directors in accordance with, and subject to the conditions in, section 93 of the Charities Act (Northern Ireland) 2008;

• (n) to do all such other lawful things as may be necessary for or incidental to the attainment and furtherance of the above Objects or any of them.

APPLICATION OF INCOME AND PROPERTY

1. (1) The income and property of the Charity shall be applied solely towards the promotion of the Objects.

2. (2) (a) A Director is entitled to be reimbursed from the property of the Charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Charity.

   • (b) A Director may benefit from trustee indemnity insurance cover purchased at the Charity’s expense in accordance with, and subject to the conditions in, section 93 of the Charities Act (Northern Ireland) 2008.

   • (c) A Director may receive an indemnity from the Charity in the circumstances specified in article 54.

   • (d) A Director may not receive any other benefit or payment unless it is authorised by article 7.

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• (3) Subject to article 7, none of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the Charity. This does not prevent a member who is not also a Director receiving:

• (a) a benefit from the Charity in the capacity of a beneficiary of the Charity;

• (b) reasonable and proper remuneration for any goods or services supplied to the Charity.

Benefits and Payments to Charity Directors and Connected Persons

General Provisions

1. (1) No Director or connected person may:

2. (a) buy any goods or services from the Charity on terms preferential to those applicable to members of the public;

3. (b) sell goods, services or any interest in land to the Charity;

4. (c) be employed by, or receive any remuneration from, the Charity;

5. (d) receive any other financial benefit from the Charity;

unless the payment is permitted by sub-clause (2) of this article, or authorised by the court or the Charity Commission.

In this article a ‘financial benefit’ means a benefit, direct or indirect, which

is either money or has a monetary value.

Scope and Powers Permitting Directors’ or Connected Persons’ Benefits

• (2) (a) A Director or connected person may receive a benefit from the Charity in the capacity of a beneficiary of the Charity provided that a majority of the Directors do not benefit in this way.

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• (b) A Director or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the Charity where that is permitted in accordance with, and subject to the conditions in, section 88 to 90 of the Charities Act (Northern Ireland) 2008.

• (c) Subject to sub-clause (3) of this article, a Director or connected person may provide the Charity with goods that are not supplied in connection with services provided to the Charity by the Director or connected person.

• (d) A Director or connected person may receive interest on money lent to the Charity at a reasonable and proper rate which must be 2 per cent (or more) below the base rate of a clearing bank to be selected by the Directors.

• (e) A Director or connected person may receive rent for premises let by the Director or connected person to the Charity. The amount of the rent and other terms of the lease must be reasonable and proper. The Director concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

• (f) A Director or connected person may take part in the normal trading and fundraising activities of the Charity on the same terms as members of the public.

Payment for Supply of Goods Only – Controls

• (3) The Charity and its Directors may only rely on the authority provided by sub-clause (2)(c) of this article if each of the following conditions is satisfied:

• (a) The amount or maximum amount of the payment for the goods is set out in an agreement in writing between the Charity or its

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Directors (as the case may be) and the Director or connected person supplying the goods (‘the supplier’) under which the supplier is to supply the goods in question to or on behalf of the Charity.

• (b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.

• (c) The other Directors are satisfied that it is in the best interests of the Charity to contract with the supplier rather than with someone who is not a Director or connected person. In reaching that decision the Directors must balance the advantage of contracting with a Director or connected person against the disadvantages of doing so.

• (d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the Charity.

• (e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of Directors is present at the meeting.

• (f) The reason for their decisions is recorded by the Directors in the minutes of their meeting.

• (g) A majority of the Directors then in office are not in receipt of remuneration or payments authorised by article 7.

• (4) In sub-clauses (2) and (3) of this article:

• (a) ‘Charity’ includes any company in which the Charity:

  • (i) holds more than 50 per cent of the shares; or

  • (ii) controls more than 50 per cent of the voting rights attached to the shares; or

  • (iii) has the right to appoint one or more directors to the board of the company.

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• (b) ‘connected person’ includes any person within the definition in article 58 ‘Interpretation’.

DECLARATION OF DIRECTORS’ INTERESTS

1. A Director must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Charity or in any transaction or arrangement entered into by the Charity which has not previously been declared. A Director must absent himself or herself from any discussions of the Directors in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Charity and any personal interest (including but not limited to any personal financial interest).

CONFLICTS OF INTEREST

1. (1) If a conflict of interest arises for a Director because of a duty of loyalty owed to another organisation or person and the conflict is not authorised by virtue of any other provision in the Articles, the unconflicted Directors may authorise such a conflict of interests where the following conditions apply:

   • (a) the conflicted Director is absent from the part of the meeting at which there is discussion of any arrangement or transaction affecting that other organisation or person;

   • (b) the conflicted Director does not vote on any such matter and is not to be counted when considering whether a quorum of Directors is present at the meeting;

   • (c) the unconflicted Directors consider it is in the best interests of the Charity to authorise the conflict of interest in the circumstances applying.

2. (2) In this article, a conflict of interests arising because of a duty of loyalty owed to another organisation or person only refers to such a conflict which

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does not involve a direct or indirect benefit of any nature to a Director or to a connected person.

MEMBERS

1. (1) The subscribers to the Memorandum are the first members of the Charity.

2. (2) Membership is open to other persons or organisations which:

   • (a) apply to the Charity in the form required by the Directors; and

   • (b) are approved by the Directors.

3. (3) Membership is not transferable.

4. (4) The Directors must keep a Register of names and addresses of members.

CLASSES OF MEMBERSHIP

1. (1) The Directors may establish classes of membership with different rights and obligations and shall record the rights and obligations in the Register of Members.

2. (2) The Directors may not directly or indirectly alter the rights or obligations attached to a class of membership.

3. (3) The rights attached to a class of membership may only be varied if:

   • (a) three-quarters of the members of that class consent in writing to the variation; or

   • (b) a special resolution is passed at a separate General Meeting of the members of that class agreeing to the variation.

4. (4) The provisions in these articles about General Meetings shall apply to any meeting relating to the variation of the rights of any class of members.

TERMINATION OF MEMBERSHIP

1. Membership is terminated if:

2. (1) the member dies or, if it is an organisation, ceases to exist;

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• (2) the member resigns by notice to the Charity unless, after the resignation, there would be less than two members;

• (3) such member is removed from membership by a resolution of the Directors that it is in the best interests of the Charity that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:

• (a) the member has been given at least twenty-one days’ notice in writing of the meeting of the Directors at which the resolution will be proposed and the reasons why it is to be proposed;

• (b) the member or, at the option of the member, the member’s representative (who need not be a member of the Company) has been allowed to make representations to the meeting.

GENERAL MEETINGS

1. (1) The Charity must hold its first Annual General Meeting within eighteen months after the date of its incorporation.

2. (2) An Annual General Meeting must be held in each subsequent year and not more than fifteen months may elapse between successive Annual General Meetings.

3. The Directors may call a General Meeting at any time.

NOTICE OF GENERAL MEETINGS

1. (1) The minimum periods of notice required to hold a General Meeting of the Charity are:

   • (a) twenty-one clear days for an Annual General Meeting or a General Meeting called for the passing of a special resolution;

   • (b) fourteen clear days for all other General Meetings.

2. (2) A General Meeting may be called by shorter notice if it is so agreed by a majority in number of members having a right to attend and vote at the

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meeting who together hold not less than ninety per cent of the total voting rights.

• (3) The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an Annual General Meeting, the notice must say so. The notice must also contain a statement setting out the right of members to appoint a proxy under section 324 of the Companies Act 2006 and article 22.

• (4) The notice must be given to all the members and to the Directors and auditors.

• The proceedings at a meeting shall not be invalidated because a person who was entitled to receive notice of the meeting did not receive it because of an accidental omission by the Charity.

PROCEEDINGS AT GENERAL MEETINGS

1. (1) No business shall be transacted at any General Meeting unless a quorum is present.

2. (2) The quorum shall be three voting members present in person, by proxy or by their authorised representative.

3. (1) If:

   • (a) a quorum is not present within half an hour from the time appointed for the meeting; or

   • (b) during a meeting such a quorum ceases to be present;

   • the meeting shall stand adjourned to such time and place as the Directors

   • shall determine.

4. (2) The Directors must reconvene the meeting and must give at least seven days’ notice of the reconvened meeting stating the date, time and place of the meeting.

5. (3) If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting, the members present in

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person or by proxy at that time shall constitute the quorum for that meeting.

1. (1) General Meetings shall be chaired by the person who has been appointed to chair meetings of the Directors.

2. (2) If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting, a Director nominated by the Directors shall chair the meeting.

3. (3) If there is only one Director present and willing to act, he or she shall chair the meeting.

4. (4) If no Director is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present in person or by proxy and entitled to vote must choose one of their number to chair the meeting.

5. (1) The members present in person, by proxy or authorised representative at a meeting may resolve by ordinary resolution that the meeting shall be adjourned.

6. (2) The person who is chairing the meeting must decide the date, time and place at which the meeting is to be reconvened unless those details are specified in the resolution.

7. (3) No business shall be conducted at a reconvened meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.

8. (4) If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the reconvened meeting stating the date, time and place of the meeting.

9. (1) Any vote at a meeting shall be decided by a show of hands unless before, or on the declaration of the result of, the show of hands a poll is demanded:

   • (a) by the person chairing the meeting; or

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• (b) by at least three members present in person, by proxy or authorised representative and having the right to vote at the meeting; or

• (c) by a member or members present in person, by proxy or authorised representative representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting.

• (2) (a) The declaration by the person who is chairing the meeting of the result of a vote shall be conclusive unless a secret ballot is demanded.

• (b) The result of the vote must be recorded in the minutes of the Charity but the number or proportion of votes cast need not be recorded.

• (3) (a) A demand for a secret ballot may be withdrawn before the secret ballot is taken, but only with the consent of the person who is chairing the meeting.

• (b) If the demand for a secret ballot is withdrawn, the demand shall not invalidate the result of a show of hands declared before the demand was made.

• (4) (a) A secret ballot must be taken as the person who is chairing the meeting directs, who may appoint scrutineers (who need not be members) and who may fix a time and place for declaring the results of the secret ballot.

• (b) The result of the secret ballot shall be deemed to be the resolution of the meeting at which the secret ballot is demanded.

• (5) (a) A secret ballot demanded on the election of a person to chair a meeting or on a question of adjournment must be taken immediately.

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• (b) A secret ballot demanded on any other question must be taken either immediately or at such time and place as the person who is chairing the meetings directs.

• (c) The secret ballot must be taken within thirty days after it has been demanded.

• (d) If the secret ballot is not taken immediately, at least seven clear days’ notice shall be given specifying the time and place at which the secret ballot is to be taken.

• (e) If a secret ballot is demanded, the meeting may continue to deal with any other business that may be conducted at the meeting.

CONTENT OF PROXY NOTICES

1. (1) Proxies may only validly be appointed by a notice in writing (a “proxy notice”) which –

   • (a) states the name and address of the members appointing the proxy; (b) identifies the person appointed to be that member’s proxy and the General Meeting in relation to which that person is appointed;

   • (c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the Directors may determine; and

   • (d) is delivered to the Charity in accordance with the articles and any instructions contained in the notice of the General Meeting to which they relate.

2. (2) The Charity may require proxy notices to be delivered in a particular form and may specify different forms for different purposes.

3. (3) Proxy notices may specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

4. (4) Unless a proxy notice indicates otherwise, it must be treated as -

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• (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and

• (b) appointing that person as a proxy in relation to any adjournment of the General Meeting to which it relates as well as the meeting itself.

DELIVERY OF PROXY NOTICES

1. (1) A person who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a General Meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the Charity by or on behalf of that person.

2. (2) An appointment under a proxy notice may be revoked by delivering to the Charity a notice in writing given by or on behalf of the person by whom or on whose behalf the proxy notice was given.

3. (3) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

4. (4) If a proxy notice is not executed by the person appointing the proxy, it must be accompanied by written evidence of the authority of the person who executed it to execute it on the appointer’s behalf.

WRITTEN RESOLUTIONS

1. (1) A resolution in writing agreed by a simple majority (or in the case of a special resolution by a majority of not less than seventy-five per cent) of the members who would have been entitled to vote upon it had it been proposed at a General Meeting shall be effective provided that:

2. (a) a copy of the proposed resolution has been sent to every eligible member;

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• (b) a simple majority (or in the case of a special resolution a majority of not less than seventy-five per cent) of members has signified its agreement to the resolution; and

• (c) it is contained in an authenticated document which has been received at the registered office within the period of twenty-eight days beginning with the circulation date.

• (2) A resolution in writing may comprise several copies to which one or more members have signified their agreement.

VOTES OF MEMBERS

1. (1) Subject to article 11, every member, whether an individual or an organisation, shall have one vote.

2. (2) Any objection to the qualification of any voter must be raised at the meeting at which the vote is tendered and the decision of the person who is chairing the meeting shall be final.

3. (1) An organisation that is a member of the Charity may nominate any person to act as its representative at any meeting of the Charity.

4. (2) The organisation must give written notice to the Charity of the name of its representative. The representative shall not be entitled to represent the organisation at any meeting unless the notice has been received by the Charity. The representative may continue to represent the organisation until written notice to the contrary is received by the Charity.

5. (3) Any notice given to the Charity will be conclusive evidence that the representative is entitled to represent the organisation or that his or her authority has been revoked. The Charity shall not be required to consider whether the representative has been properly appointed by the organisation.

DIRECTORS

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1. (1) A Director must be aged sixteen years or older.

2. (2) No one may be appointed a Director if he or she would be disqualified from acting under the provisions of article 36.

3. The number of Directors shall not be less than three.

4. A Director may not appoint an alternate Director or anyone to act on his or her behalf at meetings of the Directors.

POWERS OF DIRECTORS

1. (1) The Directors shall manage the business of the Charity and may exercise all the powers of the Charity unless they are subject to any restrictions imposed by the Companies Act, the articles or any special resolution.

2. (2) No alteration of the articles or any special resolution shall have retrospective effect to invalidate any prior act of the Directors.

3. (3) Any meeting of Directors at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Directors.

RETIREMENT OF DIRECTORS

1. A Director shall, subject to articles 35 and 36, hold office until the second Annual General Meeting following his/her appointment.

2. (1) A retiring Director shall be eligible for re-election.

3. (2) If a Director is required to retire at an Annual General Meeting by a provision of the articles, the retirement shall take effect upon the conclusion of the meeting.

APPOINTMENT OF DIRECTORS

1. The Directors shall be elected by the members at an Annual General Meeting.

2. The Directors may appoint one or more persons who are willing to act to be Directors.

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1. A Director appointed by a resolution of the other Directors must retire at the next Annual General Meeting.

DISQUALIFICATION AND REMOVAL OF DIRECTORS

1. A Director shall cease to hold office if he or she:

2. (a) ceases to be a Director by virtue of any provision in the Companies Act or is prohibited by law from being a director;

3. (b) is disqualified from acting as a Trustee by virtue of section 86 of the Charities Act (Northern Ireland) 2008 (or any statutory re-enactment or modification of that provision);

4. (c) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

5. (d) resigns as a Director by notice to the Charity (but only if at least two Directors will remain in office when the notice of resignation is to take effect);

6. (e) is removed from office by resolution of the Charity in General Meeting;

7. (f) is absent from three successive meetings of the Directors without giving adequate reason to the Directors and the Directors resolve by a majority that his or her office is to be vacated.

REMUNERATION OF DIRECTORS

1. The Directors must not be paid any remuneration unless it is authorised by article

PROCEEDINGS OF DIRECTORS

1. (1) The Directors may regulate their proceedings as they think fit, subject to the provisions of the articles.

2. (2) Any Director may call a meeting of the Directors.

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• (3) The secretary (if any) must call a meeting of the Directors if requested to do so by a Director.

• (4) Questions arising at a meeting shall be decided by a majority of votes.

• (5) In the case of an equality of votes, the person who is chairing the meeting shall have a second or casting vote.

• (6) A meeting may be held by suitable electronic means agreed by the Directors in which each participant may communicate with all other participants.

• (1) No decision may be made by a meeting of the Directors unless a quorum is present at the time the decision is purported to be made. ‘Present’ includes being present by suitable electronic means agreed by the Directors in which a participant or participants may communicate with all the other participants.

• (2) The quorum shall be two Directors or such other number as may be decided from time to time by the Directors.

• (3) A Director shall not be counted in the quorum present when any decision is made about a matter upon which that Director is not entitled to vote.

• If the number of Directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a General Meeting.

• (1) The Directors may appoint a Director to chair their meetings and may at any time revoke such appointment.

• (2) If no-one has been appointed to chair meetings of the Directors or if the person appointed is unwilling to preside or is not present within fifteen minutes after the time appointed for the meeting, the Directors present may appoint one of their number to chair that meeting.

• (3) The person appointed to chair meetings of the Directors shall have no functions or powers except those conferred by the articles or delegated to him or her by the Directors.

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1. (1) A resolution in writing agreed by a simple majority of all the Directors entitled to receive notice of a meeting of Directors or of a committee of Directors and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Directors or (as the case may be) a committee of Directors duly convened and held provided that:

   • (a) a copy of the resolution is sent or submitted to all the Directors eligible to vote; and

   • (b) a simple majority of Directors has signified its agreement to the resolution in an authenticated document or documents which are received at the registered office within the period of twenty-eight days beginning with the circulation date.

2. (2) The resolution in writing may comprise several documents containing the text of the resolution in like form to each of which one or more Directors has signified their agreement.

3. (1) The Directors may delegate any of their powers or functions to a committee of two or more Directors and members but the terms of any delegation must be recorded in the minutes.

4. (2) The Directors may impose conditions when delegating, including the conditions that:

   • (a) the relevant powers are to be exercised exclusively by the committee to whom they delegate;

   • (b) no expenditure may be incurred on behalf of the Charity except in accordance with a budget previously agreed with the Directors.

5. (3) The Directors may revoke or alter a delegation.

6. (4) All acts and proceedings of any committees must be fully and promptly reported to the Directors.

VALIDITY OF DIRECTORS’ DECISIONS

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1. (1) Subject to paragraph 44(2), all acts done by a meeting of Directors, or of a committee of Directors, shall be valid notwithstanding the participation in any vote of a Director:

2. (i) who was disqualified from holding office;

   • (ii) who had previously retired or who had been obliged by the constitution to vacate office;

   • (iii) who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;

if without:

• (i) the vote of that Director; and

• (ii) that Director being counted in the quorum;

the decision has been made by a majority of the Directors at a quorate meeting.

• (2) Paragraph 44(1) does not permit a Director or a connected person to keep any benefit that may be conferred upon him or her by a resolution of the Directors or of a committee of Directors if, but for paragraph 44(1), the resolution would have been void, or if the Director has not complied with article 8.

THE SEAL

1. If the Company has a Seal, it shall only be used by the authority of the Directors or of a committee of Directors authorised by the Directors. The Directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a Director and by the secretary (if any) or by a second Director.

MINUTES

1. The Directors must keep minutes of all:

2. (1) appointments of Officers made by the Directors;

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• (2) proceedings at meetings of the Charity;

• (3) meetings of the Directors and committees of Directors including:

• (a) the names of the Directors present at the meeting;

• (b) the decisions made at the meetings; and

• (c) where appropriate the reasons for the decisions.

ACCOUNTS

1. (1) The Directors must prepare for each financial year accounts as required by the Companies Act. The accounts must be prepared to show a true and fair view and follow accounting standards issued or adopted by the Accounting Standards Board or its successors and adhere to the recommendations of applicable Statements of Recommended Practice.

2. (2) The Directors must keep accounting records as required by the Companies Act.

ANNUAL REPORT AND RETURN AND ACCOUNTS

1. (1) The Directors must comply with their obligations under the Charities Act (Northern Ireland) 2008 with regard to:

   • (a) the transmission of the statements of account to the Commission;

   • (b) the preparation of an Annual Report and its transmission to the Commission;

   • (c) the preparation of an Annual Return and its transmission to the Commission.

2. (2) The Directors must notify the Commission promptly of any changes to the Charity’s entry on the Register of Charities.

MEANS OF COMMUNICATION TO BE USED

1. (1) Subject to the articles, anything sent or supplied by or to the Charity under the articles may be sent or supplied in any way in which the Companies Act

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2006 provides for documents or information which are authorised or required by any provision of that Act to be sent or supplied by or to the Charity.

• (2) Subject to the articles, any notice or document to be sent or supplied to a Director in connection with the taking of decisions by Directors may also be sent or supplied by the means by which that Director has asked to be sent or supplied with such notices or documents for the time being.

• Any notice to be given to or by any person pursuant to the articles:

• (1) must be in writing; or

• (2) must be given in electronic form.

• (1) The Charity may give any notice to a member either:

  • (a) personally; or

  • (b) by sending it by post in a prepaid envelope addressed to the member at his, her or its address; or

  • (c) by leaving it at the address of the member; or

  • (d) by giving it in electronic form to the member’s address.

• (2) A member who does not register an address with the Charity or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the Charity.

• A member present in person at any meeting of the Charity shall be deemed to have received notice of the meeting and of the purposes for which it was called.

• (1) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.

• (2) Proof that an electronic form of notice was given shall be conclusive where the company can demonstrate that it was properly addressed and sent in accordance with section 1147 of the Companies Act 2006.

• (3) In accordance with section 1147 of the Companies Act 2006, notice shall be deemed to be given:

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• (a) forty-eight hours after the envelope containing it was posted; or

• (b) in the case of an electronic form of communication, forty-eight hours after it was sent.

INDEMNITY

1. (1) The Charity may indemnify every Director against any liability incurred in successfully defending legal proceedings in that capacity, or in connection with any application in which relief is granted by the Court from liability for negligence, default, or breach of duty or breach of trust in relation to the Charity.

2. (2) In this article a “relevant Director” means any Director or former Director of the Charity.

RULES

1. (1) The Directors may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the Charity.

2. (2) The bye laws may regulate the following matters but are not restricted to them:

   • (a) the admission of members of the Charity (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;

   • (b) the conduct of members of the Charity in relation to one another, and to the Charity’s employees and volunteers;

   • (c) the procedure at General Meetings and meetings of the Directors in so far as such procedure is not regulated by the Companies Act or by the articles;

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• (d) generally, all such matters as are commonly the subject matter of company rules.

• (3) The Charity in General Meeting has the power to alter, add to or repeal the rules or bye laws.

• (4) The Directors must adopt such means as they think sufficient to bring the rules and bye laws to the notice of members of the Charity.

• (5) The rules or bye laws shall be binding on all members of the Charity. No rule or bye law shall be inconsistent with, or shall affect or repeal anything contained in the articles.

DISPUTES

1. If a dispute arises between members of the Charity about the validity or propriety of anything done by the members of the Charity under these articles, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

DISSOLUTION

1. (1) The members of the Charity may at any time before, and in expectation of, its dissolution resolve that any net assets of the Charity after all its debts and liabilities have been paid, or provision has been made for them, shall on or before the dissolution of the Charity be applied or transferred in any of the following ways:

2. (a) directly for the Objects; or

   • (b) by transfer to any charity or charities for purposes similar to the Objects; or

   • (c) to any charity or charities for use for particular purposes that fall within the Objects.

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• (2) Subject to any resolution of the members of the Charity, the Directors of the Charity may at any time before, and in expectation of, its dissolution resolve that any net assets of the Charity after all its debts and liabilities have been paid, or provision has been made for them, shall on dissolution of the Charity be applied or transferred:

• (a) directly for the Objects; or

• (b) by transfer to any charity or charities for purposes similar to the Objects; or

• (c) to any charity or charities for use for particular purposes that fall within the Objects.

• (3) In no circumstances shall the net assets of the Charity be paid to or distributed among the members of the Charity (except to a member that is itself a charity) and, if no such resolution in accordance with article 57(1) is passed by the members or the Directors, the net assets of the Charity shall be applied for charitable purposes as directed by the Court or the Commission.

INTERPRETATION

1. In article 7, sub-clause (2) of article 9 and sub-clause (2) of article 44 ‘connected person’ means:

2. (a) a child, parent, grandchild, grandparent, brother or sister of the Director;

3. (b) the spouse or civil partner of the Director or of any person falling within paragraph (a) above;

4. (c) a person carrying on business in partnership with the Director or with any person falling within paragraph (a) or (b) above;

5. (d) an institution which is controlled -

   • (i) by the Director or any connected person falling within paragraph (a), (b), or (c) above; or

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• (ii) by two or more persons falling within sub-paragraph d(i), when taken together;

• (e) a body corporate in which -

• (i) the Director or any connected person falling within paragraphs (a) to (c) has a substantial interest; or

• (ii) two or more persons falling within sub-paragraph (e)(i) who, when taken together, have a substantial interest.

• (iii) Section 89(5) and paragraphs 2 to 4 of Schedule 5 of the Charities Act (Northern Ireland) 2008 applies for the purposes of interpreting the terms used in this sub-clause.

TRUSTEES DURING PERIOD

Niall Pádraig Ó Murchú (Chair)

Lesley Veronica (Vice Chair)

Rosie Kinnear (Treasurer)

Stuart Andrew Magee

Sinéad O’Neill-Nicholl

Paper Trail’s Board is well-balanced and victim-led with many of those on the Board impacted by the conflict. Two of our trustees supported the Victims’ Forum too. No person or organisation has the power to appoint trustees to the Paper Trail Board.

STATEMENT FROM TRUSTEES

We have regarded Charity Commission NI’s statutory guidance on the public benefit requirement as laid out in CCNI PBR1 The Public Benefit Requirement. The Articles of Association (our Governing Document) was prepared with the support and guidance of Phil Nicholls of Phil Nicholls Associates. This expert advice was provided by Work West under the Social Entrepreneur Programme in 2014.

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ANNUAL REPORT BY PAPER TRAIL CHAIR, NIALL Ó MURCHÚ

FINANCIAL YEAR ENDING 30[TH] NOVEMBER 202

Reporting Accountant: Gerard Gollogly, Gollogly & Co.

Please see attached Financial Statements for the Year and Independent Examiner’s Report. Passed by Chair.

No funds are held by the charity as a custodian trustee.

Paper Trail’s funding requirements are prepared each quarter for two funders: Victims and Survivors Service (VSS) and Peace IV (PIV). Gap funding was provided by The Executive Office via Victims and Survivors Service in lieu of funding from the expected Peace Plus. The funders’ financial year begins each April and no drawdown on the following quarter’s funds are allowed unless Paper Trail meets their strict funding requirements and targets. We have successfully passed the funders’ requirements each quarter during this financial period.

Any reserves/deficit carried forward is due to the different financial cycle of the funder (ending April of each year). By the end of each year ending April, Paper Trail has drawn down and spent all of its funds provided by the funder for salary of the employee and project costs which advance the purposes of the charity.

PURPOSES OF THE CHARITY

The charity’s Purposes or Objects are laid out in 4 above, namely:

• (1) Advance justice and human rights and the relief of those who have lost family members or friends in situations of conflict, but lack relevant information about the background and circumstances concerning these events, through:

• (i) identifying potential sources of information and assessing the possibility of access to these sources;

• (ii) researching and analysing conflict-related archives, reports, publications and other material and conducting interviews;

• (iv) liaising with such family members and friends.

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• (2) Advance the education of and inform legal professionals, academics and others by:

• (i) undertaking or commissioning research and other forms of investigation into the background and circumstances of conflict-related events that occurred during the recent period of hostilities in Northern Ireland;

• (ii) undertaking more general research and investigations for the benefit of the public;

and disseminating the results of such research and investigations.

FUNDED WORK

The charity is funded by VSS and PIV to provide advocacy support for victims and survivors of the conflict. This funded work has at its core the purposes of the charity above. PIV and VSS provide funding for:

• The position of Advocacy Support Worker, (the charity’s Project Manager)

• Project Costs

Advocacy support can entail liaising with families and statutory bodies and legal teams dealing with the legacy of the past conflict. The main reason that victims and survivors seek support from Paper Trail is legacy archive research.

Project costs do not only include mileage, expenses and marketing though. Paper Trail is also funded to:

• Train victims and survivors the skills of legacy archive research

• Train victims and survivors the skills of oral history and storytelling

• Lead research trips to the National Archives, Kew

• Produce podcasts and videos relating to the conflict and the charity’s legacy

archive research

• Produce Legacy Archive Reports and/or booklets

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PUBLIC BENEFIT

Our funded work is monitored and evaluated by the funders, VSS and PIV, on a quarterly basis. Whilst we were greatly impacted by the global pandemic, we remained open throughout and reengineered the focus of our work to the provision of services online. In 2022 – 2023, these services proved successful and we have continued to develop them.

For example, Public Records were closed or highly restricted and we could not meet clients face-to-face. Therefore, our classes and tours were stopped but increased our output for online meetings, published work and expert reports.

Our trips to archives were also curtailed but we have a repository of our own from which we drew. You can read the impact these had in the Media and Compliment sections.

Caseload: By the end of November 2023, the charity was managing a total caseload of 285 individual beneficiaries requiring advocacy support and training.

Training: By the end of November 2023, we had trained a further 24 victims and survivors from across the community in: (1) Legacy archive Research First Steps; (2) Oral History. - We had also developed free e-learning courses https://www.papertrail.pro/e learning/

Public Record Research Trips: By the end of November 2023, we led 2 intensive research trips to London National Archives on behalf of our beneficiaries even though the archives remained restricted.

Podcasts and Videos: By the end of November 2023, we had developed a further 8 original podcasts and 8 original videos relating to victims’ issues.

You can listen to some of the podcasts linked below. You can view some of the videos here: https://www.youtube.com/channel/UCopVzok59odDrhGLBTY1_4A https://www.youtube.com/@papertrailpro

EXTRA – No Targets Set

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Freedom of Information Requests: By the end of November 2023, we had initiated, fought and/or won more than 18+ Freedom of Information requests, Subject Access requests and Public Interest Tests for targeted legacy archive information. You can read the fruits of these in the media section below.

Summary Reports/Expert Witness Reports: By the end of November 2023, we had produced another 7 Summary Reports to be used by the courts in live cases at Inquest and Judicial Review. This covered multiple killings and scores of injuries during the conflict. You can read about our new evidence in one example: Bloody Friday https://www.papertrail.pro/bloody-friday-the-missing-warnings/

Time for Truth Campaign: the charity’s Project Manager is a leading member and spokesperson for the Time for Truth Campaign (www.tftcampaign.com/) which advocates for victims and survivors of the conflict. The Time for Truth Campaign began in February 2018 with the support of Paper Trail’s Board and has 3 simple objectives which benefit victims and survivors of the conflict regardless of background or creed:

1. Implement the Stormont House agreement and properly resource its mechanisms for dealing with the past

2. Fund the court’s legacy inquests as set out by the Lord Chief Justice Declan Morgan

3. Properly resource the Office of the Police Ombudsman

In February 2018, over 7 thousand victims and survivors, friends and supporters joined the high-profile Time for Truth March in Belfast.

In June 2019, over 5 thousand victims and survivors, friends and supporters joined the high-profile Time for Truth March in Belfast.

In December 2020, the Time for Truth Campaign submitted 15 thousand signatures in a petition to the Northern Ireland Office on World Human Rights Day. Throughout 2022 – 2023, we lobbied politicians across the country and beyond and organised protests in defence of victims’ rights https://tftcampaign.com/blog/ .

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MEDIA EXAMPLES

Covert History Ireland Magazine: Neither Confirm, Nor Deny – The McGurk’s Bar Massacre Cover-Up Continues https://coverthistory.ie/2022/12/01/neither-confirm-nordeny-the-mcgurks-bar-massacre-cover-up-continues-the-information-commissionersoffice-ico-has-upheld-the-police-ombudsmans-decisio/

The Justice Gap: “We’re not asking for special treatment. We’re asking for rights enjoyed by citizens elsewhere in Britain.” https://www.thejusticegap.com/were-not-asking-forspecial-treatment-were-asking-for-rights-enjoyed-by-citizens-elsewhere-in-britain/

TG4: Ar Lorg Na Fírinne – International Film released

https://www.tg4.ie/en/player/play/?pid=6317170934112&title=Ar%20Lorg%20na%20F %C3%ADrinne&series=Ar%20Lorg%20na%20F%C3%ADrinne&genre=Faisneis

Irish News: Belfast rally hears calls for controversial Legacy Bill to be scrapped https://www.irishnews.com/news/northernirelandnews/2023/03/29/news/belfast_rall - y_hears_calls_for_controversial_legacy_bill_to_be_scrapped 3172688/

Donegal Live: Pettigo family continues fight for justice

https://www.donegallive.ie/news/local-news/1026091/pettigo-family-continues-tofight-for-justice.html

Belfast Telegraph: Relatives of McGurk’s Bar victims lodge complaint against the Police Ombudsman for maladministration

https://www.belfasttelegraph.co.uk/news/northern-ireland/relatives-of-mcgurks-barvictims-lodge-complaint-with-police-ombudsman/2108072424.html

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Irish Echo: Irish Government’s inter-state case against the UK Government welcomed https://www.irishecho.com/2023/12/irish-government-inter-state-case-reaction

McGurk’s families contest Information Tribunal against the police https://mcgurksbar.com/mcgurks-anniversary-tribunal-against-police/

Belfast Telegraph: Jeffrey Donaldson and NI Secretary hit out at “misguided” Irish government over case against UK’s Troubles bill https://www.belfasttelegraph.co.uk/news/politics/jeffrey-donaldson-and-ni-secretaryhit-out-at-misguided-irish-government-over-case-against-uks-troublesbill/a1842118595.html

Irish Legal News: Ireland to Bring inter-state case over UK’s Troubles law https://www.irishlegal.com/articles/ireland-to-bring-inter-state-case-over-uks-troubleslaw

Irish News: Legal Law challenge

https://www.irishnews.com/news/northernirelandnews/2023/11/23/news/legacy_law_ - challenge_amnesty_for_crimes_of_torture_undermines_the_entire_legal_system_ 3796347/

Impartial Reporter: Inquest ordered into 1974 murder of Jim Murphy https://www.impartialreporter.com/news/24058549.inquest-ordered-1974-murder- jim murphy/

Irish News: Soldier F – Family hoes to clear British Army victim’s name after ex-soldier - - - charged with murder https://www.irishnews.com/news/northern ireland/family hopes to-clear-british-army-victims-name-after-ex-soldier-charged-with-murderNDYQBQX6VFCLVPIOXICZIMV57E/

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North Belfast News: General Frank Kitson “should have been tried for war crimes” https://belfastmedia.com/general-frank-kitson-death

Consortium News: Leaving Irish Troubles for the West https://consortiumnews.com/2024/02/27/leaving-irish-troubles-for-the-west/

Andersonstown News: Decision to prosecute British soldier for 1972 murder https://belfastmedia.com/decision-to-prosecute-british-soldier-for-1972-murder-ofpatrick-mcveigh-welcomed

Videos and Podcasts

Check out our most recent work across our networks:

Time for Truth https://tftcampaign.com/film/

Paper Trail Pro https://www.papertrail.pro/paper-trail-pro-podcast/

Paper Trail Blog https://www.papertrail.pro/blog

Paper Trail YouTube https://www.youtube.com/channel/UCYC5NLXFeVED0l9mFR57ArQ McGurk’s Bar https://mcgurksbar.com/blog/

From a publisher online: “Ciaran MacAirt the finest researcher in Ireland. His indefatigably knows no bounds. His objectivity in analysis is something MSM folks should learn from. And, he writes superbly. Essential reading.

Covert History Ireland and UK Magazine: “Ciarán MacAirt has just published one of the finest pieces of writing - ever - about the dirty war in Northern Ireland. His exposure of the BBC's laughable 'Panorama' is devastating. This is a MUST READ.”

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Both refer to my recent research release, Spooks: The Battle for Belfast and the BBC https://mcgurksbar.com/spooks-the-battle-for-belfast-and-the-bbc/

Client: “Thanking you Ciarán for the great work you are doing for us all. I am indebted to you for the information you provided to me regarding the attempted murders of me and my 2 friends in July 1972. I gave that information to Kevin Winter's office.”

Client on social media: “My uncle was murdered by the state and paramilitaries. The police investigation was botched – and intentionally so. The coroner’s report – erroneous. Now, 50 years later and after 4 years of work, helped by Paper Trail, Ciarán MacAirt, Pat Finucane Centre and KRW Law – Attorney General orders a new inquest [into murder of her uncle]”

Client on social media: “Thank you so much, Ciarán MacAirt who answered all my silly questions and guided me with his wealth of knowledge and kindness.”

CONCLUSION BY CHAIR

With reference to the charity’s Purposes above, Paper Trail continues (A) to advance the human rights of victims and survivors seeking truth, justice and acknowledgement; and (B) to advance the education of and inform legal professionals, academics and others.

The benefit to the individual victim and survivor and to the public is evidenced by the numbers of (1) victims and survivors seeking advocacy support and (2) training from the charity; (3) the demographic spread of those seeking support from across the community; (4) the feedback we have received from victims and survivors we work with and their legal representatives; (5) the content we create for online and offline publication; (6) the great achievements we had in targeting and retrieving critical information for beneficiaries; and (7) the extensive media attention in the work we do, the archives we discover and the families we support.

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The Board remains very impressed with the quality and value of Paper Trail’s work, especially as the sole employee has been able to innovate and maintain an exceptional level of output despite the socio-economic landscape over the last number of months. Excellent work again.

PASSED BY THE BOARD ON 07/11/2023

SIGNED BY NIALL Ó MURCHÚ (CHAIR): ____

DATE:

30/09/2024

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