Policies and Procedures

Chapel St. Leonards Parish Council

Contractual Joint Venture Procedure and Policy 2021

Introduction.

Should the Council ever consider entering into a Joint venture with any other organisation, there are important rules and regulations that need to be adhered to, in order to avoid any possible serious consequences.

What is a Joint Venture?

A Joint venture is where two or more parties forge a collaboration whereby each party brings to the table something that the other party or parties lack and need in order to fulfil their objectives. The result being a synergistic way for progress. Success depends on careful planning and communication. A clear agreement is an essential part of building a good joint venture relationship.

What is meant by a Contractual Joint Venture?

This Venture is termed as a Contractual joint venture and will not constitute a partnership. Members will provide services to one another at “arm’s length” while remaining independent entities. There will be no pooling of profits and losses. Each Member is responsible only for its own actions and/or as directed by the Management Committee.

Basic Principles

Chapel St. Leonards Parish Council needs to retain its identity and under such circumstances can only venture into a Contractual Venture. By this method each party or “participant” is responsible for its own funds, staffing, costs and any losses. This can be in the form of funds, manpower, equipment etc.

Procedure

1) The participants decide in their joint Venture Agreement what the object of their relationship is and how to achieve it.

2)  It must be decided what each participant must contribute to the relationship and what the rights and obligations of each participant are.

3) It must be decided when the object of the relationship is achieved and how it is to be disbanded.

4) It is important that good and regular forms of communication take place and set up during the planning stage.

5) It is vital that each participant has a Joint Venture leader, and the respective leaders need to be able to work closely and harmoniously with one another.

6) It should be made clear right from the start the responsibilities involved by each participant

7) A formal written agreement then needs to be completed and agreed and signed by the heads of each participating party.

Chapel St. Leonards Parish Council

CONTRACTUAL JOINT VENTURE AGREEMENT

THE JOINT VENTURE AGREEMENT (the “Agreement”) made and entered into this

……………………………………… (The Execution date).

BETWEEN:

--------------------------------------------------------- of -----------------------------------------------------

 and

---------------------------------------------------------of------------------------------------------------------

(Individually the “Member” and collectively the “Members”)

BACKGROUND:

A. The members wish to enter into an association of mutual benefit and agree to jointly invest (be it in time or finance) and set up a joint venture enterprise.

B. This agreement sets out the terms and conditions governing this association.

IN CONSIDERATION OF: and is a condition of the Members entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration is acknowledged, the Members agree as follows:

Formation

By this Agreement the Members enter into a joint venture (the “Venture”) in accordance with the laws of the Country of England. The rights and obligations of the Members will be provided under common law or as stated in the applicable legislation of the Country of England (the “Act) except as otherwise provided here.

Name

The business name of the Venture will be …………………………………………………….

Purpose

The exclusive purpose of the Venture (the “purpose”) will be

……………………………………………………………………………………………………..

Term

The duration of this Venture (the “term”) will begin on …………. ….. and continue in force

and effect until ……………………………………….

Place of Business

The principal office of the business of the Venture will be located at

…………………………………………………………………………………………………….

or such other place as the Members may from time to time designate.

Business Management

The Venture will be directed, controlled and managed by a management committee (the “management committee”). Within the limits or purpose of the Venture and the terms of Agreement, the Management Committee will have full authority to bind the Members in all matters relating to the direction, control and management of the Venture, Authority to bind the Venture in contract or in any third-party business relationship lies exclusively with the Management Committee, or its delegate.

Representation

The Management Committee will consist of one representative for each Member unless otherwise agreed by all the Members Each Representative will have the authority to bind their respective Member in decisions relating to the Venture. Each Member may replace its Representative or appoint a temporary alternate at its own discretion giving 5 working days reasonable notice to the remaining Members.

Accountancy

All actions and decisions respecting the appointment b of an accounting firm for the Venture require consent and agreement of a majority of the Management Committee.

Appointment of Managers

A Manager or Managers may be appointed by the Management Committee where necessary or desirable. Duties of the managers will be determined by the Management Committee.

Management Duties

Except as otherwise specified in this agreement, the duties and obligations of the Management Committee in relation to the Venture will include the following: -

(a) managing the day-to-day business of the Venture.

(b) monitoring, controlling and directing the financial business and operational affairs of the Venture.

(c) proper maintenance of books of account and financial records according to accepted accountancy practices.

(d) monitoring, analysing and acting on all issues over which it would have express or implied authority according to this Agreement; and

(e) all responsibilities attached to hiring of production and administration of staff including any required labour negotiations, and all responsibilities attached to hiring of third-party contractors.

Member Duties

Each Member will be responsible for its respective duties as follows; -

Duties of Members may be amended, from time to time, by decision of the Members, provided that the “Members’ interests are not affected except with the unanimous consent of the Members.

Capital Contributions

Each of the members has contributed to the capital of the Venture, in cash or property in agreed upon value, as follows (the “capital contribution.

All Members will contribute their respective Capital Contributions in full and on time.

Withdrawal of Capital

No Member will have the right to demand or withdraw any portion of their capital contribution without the express written consent of the remaining Members.

The Members will not be personally liable for the return of all or part of the Capital Contributions of a Member, except as otherwise provided in this agreement.

Confidentiality

All matters relating to this agreement and the Venture will be treated by the Members as confidential and no Member will disclose or allow to be disclosed any Venture matter or matters, directly or indirectly, to any third party without prior written approval of all members except where the information properly comes into the public domain.

Dissociation of a Member

Where a member is in breach of this agreement and that Member has not remedied the breach on notice from the Venture, the remaining Members will have the right to terminate this agreement with regards to that individual defaulting Member and take whatever action is necessary to protect the interests of the Venture.

Dissolution of the Joint Venture

The Venture will be dissolved and its assets liquidated in the event of the following; -

a) The Term expires and is not extended

b) A unanimous vote by the Members to dissolve the Venture

c) On satisfaction of the purpose.

d) Loss or incapacity through any means substantially all of the Venture’s assets.

e) Where only one Member remains.

IN WITNESS WHEREOF the Members have duly affixed their signatures 

Dated: …………………………………………………

Signature …………………………………………………….

Participating Joint Member Name ………………………………………………….

Signature …………………………………………………….

Chapel Parish Council Joint Member name …………………………………………...