HAYLE'S VILLAGE HALL

Registered Charity #268429

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PASSMORE EDWARDS INSTITUTE - HAYLE
 
 
   

CONSTITUTION ADOPTED JULY 2011

   
    Click here for a PDF copy of the signed document.    
         
    THIS DECLARATION OF TRUST IS MADE
the 26th day of February, 2010 by
John Bennett,
Jeremy J. Clarke,
William Glanville,
Frank C. Goff,
Denis Hollow,
Esme Jelbert,
Robert H. Lello,
Robert H. Mims,
Jayne Ninnes,
Terrance Pinnington,
Richard Selby-Boothroyd,
Ray Wyse
(“the first Trustees”)
The first Trustees hold the sum of approximately £2,000 in bank accounts and the property and land of the Passmore Edwards Institute (Land Registry title number CL250338) on the trusts declared in this deed and they expect that more money or assets will be acquired by them on the same trusts.
NOW THIS DEED WITNESSES AS FOLLOWS:
1. Administration
The charitable trust created by this deed (“the Charity”) shall be administered by the Trustees. (In this deed, the expression “the Trustees” refers to the individuals who are the Trustees of the Charity at any given time. It includes the first Trustees and their successors. The word “Trustee” is used to refer to any one of the Trustees.)
2. Name
The Charity shall be called Passmore Edwards Institute but the Trustees may by resolution change the Charity’s name from time to time. Before doing so they must obtain the written approval of the Charity Commission for England and Wales (“the Commission”) for the new name.
3. Application of income
The Trustees must apply the income of the Charity in furthering the following objects (“the objects”):
(i) the provision and maintenance of a village hall for the use of the inhabitants of the Parish of Hayle and neighbourhood (hereinafter called "the area of benefit") without distinction of political, religious or other opinions, including use for meetings, lectures and classes, and for other forms of recreation and leisure-time occupation, with the object of improving the conditions of life for the said inhabitants.
(ii) The said land and building shall be held upon trust for the purposes of a village hall as aforesaid.
4. Application of capital
At their discretion, the Trustees may spend all or part of the capital of the Charity in furthering the objects.
5. Powers
In addition to any other powers they have, the Trustees may exercise any of the following powers in order to further the objects (but not for any other purpose):
(i) to raise funds. In exercising this power, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
(ii) to buy, take on lease or in exchange, hire or otherwise acquire property and to maintain and equip it for use;
(iii) to sell, lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power, the Trustees must comply as appropriate with sections 36 and 37 of the Charities Act 1993, as amended by the Charities Act 2006;
(iv) to borrow money and to charge the whole or any part of the property belonging to the Charity as security for repayment of the money borrowed. The Trustees must comply as appropriate with sections 38 and 39 of the Charities Act 1993, as amended by the Charities Act 2006, if they wish to mortgage land owned by the Charity;
(v) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
(vi) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects;
(vii) to acquire, merge with or enter into any partnership or joint venture arrangement with any other Charity formed for any of the objects;
(viii) to create such advisory committees as the Trustees think fit;
(ix) to employ and remunerate such staff as are necessary for carrying out the work of the Charity;
(x) to do any other lawful thing that is necessary or desirable for the achievement of the objects.
6. Statutory powers
Nothing in this deed restricts or excludes the exercise by the Trustees of the powers given by the Trustee Act 2000 as regards investment, the acquisition or disposal of land and the employment of agents, nominees and custodians.
7. Delegation
(i) In addition to their statutory powers, the Trustees may delegate any of their powers or functions to a committee of two or more Trustees. A committee must act in accordance with any directions given by the Trustees. It must report its decisions and activities fully and promptly to the Trustees. It must not incur expenditure on behalf of the Charity except in accordance with a budget previously agreed by the Trustees.
(ii) The Trustees must exercise their powers jointly at properly convened meetings except where they have:
(a) Delegated the exercise of the powers (either under this provision or under any statutory provision), or
(b) Made some other arrangements, by regulations under clause 21.
(iii) The Trustees must consider from time to time whether the powers or functions which they have delegated should continue to be delegated.
8. Duty of care and extent of liability
When exercising any power (whether given to them by this deed, or by statute, or by any rule of law) in administering or managing the Charity, each of the Trustees must use the level of care and skill that is reasonable in the circumstances, taking into account any special knowledge or experience that he or she has or claims to have (“the duty of care”).
No Trustee, and no one exercising powers or responsibilities that have been delegated by the Trustees, shall be liable for any act or failure to act unless, in acting or in failing to act, he or she has failed to discharge the duty of care.
9. Appointment of Trustees
(i) There must be at least seven Trustees. Apart from the first Trustees, every Trustee must be appointed by a resolution of the Trustees passed at a special meeting called under clause 15 of this deed.
(ii) In selecting individuals for appointment as Trustees, the Trustees must have regard to the skills, knowledge and experience needed for the effective administration of the Charity.
(iii) The Trustees must keep a record of the name and address and the dates of appointment, re-appointment and retirement of each Trustee.
(iv) The Trustees must make available to each new Trustee, on his or her first appointment:
(a) a copy of this deed and any amendments made to it;
(b) a copy of the Charity’s latest report and statement of accounts.
10. Eligibility for trusteeship
(i) No one shall be appointed as a Trustee:
(c) if he or she is under the age of 18 years; or
(d) if he or she would at once be disqualified from office under the provisions of clause [11 ] of this deed.
(ii) No one shall be entitled to act as a Trustee whether on appointment or on any re-appointment as Trustee until he or she has expressly acknowledged, in whatever way the Trustees decide, his or her acceptance of the office of Trustee of the Charity.
11. Termination of trusteeship
A Trustee shall cease to hold office if he or she:
(i) is disqualified for acting as a Trustee by virtue of section 72 of the Charities Act 1993 or any statutory re-enactment or modification of that provision;
(ii) becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs;
(iii) is absent without the permission of the Trustees from all their meetings held within a period of six months and the Trustees resolve that his or her office be vacated; or
(iv) notifies to the Trustees a wish to resign (but only if enough Trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings).
12. Vacancies
If a vacancy occurs the Trustees must note the fact in the minutes of their next meeting. Any eligible Trustee may be re-appointed. So long as there are fewer than three Trustees, none of the powers or discretions conferred by this deed or by law on the Trustees shall be exercisable by the remaining Trustees except the power to appoint new Trustees.
13. Ordinary meetings
The Trustees must hold at least two ordinary meetings each year. One such meeting in each year must involve the physical presence of those Trustees who attend the meeting. Other meetings may take such form, including videoconferencing, as the Trustees decide provided that the form chosen enables the Trustees both to see and to hear each other.
14. Calling meetings
The Trustees must arrange at each of their meetings the date, time and place of their next meeting, unless such arrangements have already been made. Ordinary meetings may also be called at any time by the person elected to chair meetings of the Trustees or by any two Trustees. In that case not less than ten days’ clear notice must be given to the other Trustees. The first meeting of the Trustees must be called by or, if no meeting has been called within three months after the date of this deed, by any two of the Trustees.
15. Special meetings
A special meeting may be called at any time by the person elected to chair meetings of the Trustees or by any two Trustees. Not less than four days’ clear notice must be given to the other Trustees of the matters to be discussed at the meeting. However, if those matters include the appointment of a Trustee or a proposal to amend any of the trusts of this deed, not less than 21 days’ notice must be given. A special meeting may be called to take place immediately after or before an ordinary meeting.
16. Chairing of meetings
The Trustees at their first ordinary meeting in each year must elect one of their number to chair their meetings. The person elected shall always be eligible for re-election. If that person is not present within ten minutes after the time appointed for holding a meeting, or if no one has been elected, or if the person elected has ceased to be a Trustee, the Trustees present must choose one of their number to chair the meeting.
The person elected to chair meetings of the Trustees shall have no other additional functions or powers except those conferred by this deed or delegated to him or her by the Trustees.
17. Quorum
(i) Subject to the following provision of this clause, no business shall be conducted at a meeting of the Trustees unless at least one third of the total number of Trustees at the time, or two Trustees (whichever is the greater) are present throughout the meeting.
(ii) The Trustees may make regulations specifying different quorums for meetings dealing with different types of business.
18. Voting
At meetings, decisions must be made by a majority of the Trustees present and voting on the question. The person chairing the meeting shall have a casting vote whether or not he or she has voted previously on the same question but no Trustee in any other circumstances shall have more than one vote.
19. Conflict of interest
A Trustee must absent himself or herself from any discussions of the Trustees 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).
20. Minutes
The Trustees must keep minutes, in books kept for the purpose or by such other means as the Trustees decide, of the proceedings at their meetings. In the minutes the Trustees must record their decisions and, where appropriate, the reasons for those decisions. The Trustees must approve the minutes in accordance with the procedures, laid down in regulations made under clause 21 of this deed.
21. General power to make regulations
The Trustees may from time to time make regulations for the management of the Charity and for the conduct of their business, including:
(i) the calling of meetings;
(ii) methods of making decisions in order to deal with cases or urgency when a meeting is impractical;
(iii) the deposit of money at a bank;
(iv) the custody of documents; and
(v) the keeping and authenticating of records. (If regulations made under this clause permit records of the Charity to be kept in electronic form and requires a Trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.)
The Trustees must not make regulations which are inconsistent with anything in this deed.
22. Accounts, Annual Report and Annual Return
The Trustees must comply with their obligations under the Charities Act 1993, as amended by the Charities Act 2006, with regard to:
(i) the keeping of accounting records for the Charity;
(ii) the preparation of annual statements of account for the Charity;
(iii) the auditing or independent examination of the statements of account of the Charity;
(iv) the transmission of the statements of account of the Charity to the Commission;
(v) the preparation of an annual report and its transmission to the Commission;
(vi) the preparation of an annual return and its transmission to the Commission.
23. Registered particulars
The Trustees must notify the Commission promptly of any changes to the Charity’s entry on the Central Register of Charities.
24. Bank account
Any bank or building society account in which any of the funds of the Charity are deposited must be operated by the Trustees and held in the name of the Charity. Unless the regulations of the Trustees make other provision, all cheques and orders for the payment of money from such an account shall be signed by at least two Trustees.
25. Trustees not to benefit financially from their Trusteeship
(i) :
(a) No Trustee may buy goods or services from the Charity, or sell goods or services to the Charity, or receive remuneration, or receive any other financial benefit from the Charity or from any trading company owned by the Charity, except in accordance with this deed or with the prior written approval of the Commission and any conditions it prescribes.
(b) The Trustees may employ, or enter into a contract for the supply of goods or services with, one of their number. Before doing so, the Trustees must be satisfied that it is in the best interests of the Charity to employ, or contract with, that Trustee rather than someone who has no connection with the Charity.
(c) In reaching that decision, they must balance the advantage of employing a Trustee against the disadvantages of doing so (especially the loss of the Trustee’s services as a result of dealing with the Trustee’s conflict of interest as required by the next sub-clause). The remuneration or other sums paid to the Trustee must not exceed an amount that is reasonable in all the circumstances. The Trustees must record the reason for their decision in their minute book.
(d) A Trustee must be absent from the part of any meeting at which his or her employment or remuneration, or any matter concerning the contract, are discussed. He or she must also be absent from the part of any meeting at which his or her performance in that employment, or his or her performance of the contract, is considered. He or she must not vote on any matter relating to his employment or the contract and must not be counted when calculating whether a quorum of Trustees is present at the meeting.
(e) At no time may a majority of the Trustees benefit under this provision.
(ii) This clause applies to a firm or company of which a Trustee is:
(a) a partner;
(b) an employee;
(c) a consultant;
(d) a director; or
(e) a shareholder, unless the shares of the company are listed on a recognised stock exchange and the Trustee holds less than 1% of the issued capital, as it applies to a Trustee personally.
(iii) In this clause:
(a) “Charity” shall include any company in which the Charity:
i. holds more than 50% of the shares; or
ii. controls more than 50% 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.
(b) “Trustee” shall include any child, parent, grandchild, grandparent, brother, sister or spouse of the Trustee or any person living with the Trustee as his or her partner.
26. Repair and insurance
The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of the Charity (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employer’s liability.
27. Expenses
The Trustees may use the Charity’s funds to meet any necessary and reasonable expenses which they incur in the course of carrying out their responsibilities as Trustees of the Charity.
28. Amendment of Trust Deed
(i) The Trustees may amend the provisions of this deed, provided that:
(a) no amendment may be made to clause 3 (Application of Income), clause 8 (Duty of care), clause 25 (Trustees not to benefit financially from their trusteeship), clause 29 (Dissolution) or this clause without the prior consent in writing of the Commission; and
(b) no amendment may be made whose effect is that the Charity ceases to be a Charity at law.
(ii) Any amendment of this deed must be made by deed following a decision of the Trustees made at a special meeting.
(iii) The Trustees must send to the Commission a certified copy of the deed effecting any amendment made under this clause within three months of it being made.
29. Dissolution
The Trustees may dissolve the Charity if they decide that it is necessary or desirable to do so. To be effective, a proposal to dissolve the Charity must be passed at a special meeting by a two-thirds’ majority of the Trustees. Any assets of the Charity that are left after the Charity’s debts have been paid (‘the net assets’) must be given:
(i) to another Charity (or other Charities) with objects that are no wider than the Charity’s own, for the general purposes of the recipient Charity (or Charities); or
(ii) to any Charity for use for particular purposes which fall within the Charity’s objects.
The Commission must be notified promptly that the Charity has been dissolved and, if the Trustees were obliged to send the Charity’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Charity’s final accounts.
30. Interpretation
In this deed, all references to particular legislation are to be understood as references to legislation in force at the date of this deed and also to any subsequent legislation that adds to, modifies or replaces that legislation.
   
         
         
         
         
         
         
   

1981 CONSTITUTION

   
         
   

Sealed 7th October 1981
430(S) County – Cornwall.
81. Place – Hayle.
Charity – Passmore Edwards Institute.

____L.2.____
268,429 A/1.

Stamp 50p Scheme including appointment of Trustees.

CHARITY COMMISSION.

In the matter of the Charity known as Passmore Edwards Institute, at Hayle, in the County of Cornwall, regulated by conveyance dated the 20th September 1893; and
In the matter of the Charities Act, 1960.
_______________________

THE CHARITY COMMISSIONERS FOR ENGLAND AND WALES
HEREBY ORDER that the following Scheme be approved and
established:-

SCHEME.

1. Administration of Charity. - The above-mentioned Charity and the property thereof specified in the schedule hereto and all other the property (if any) of the Charity shall be administered and managed in conformity with the provisions of the above-mentioned conveyance dated the 20th September 1893 as affected by the provisions of the Scheme by the Committee of Management hereinafter constituted as the charity trustees thereof within the meaning of section 46 of the Charities Act, 1960:

Provided that until the end of the first annual general meeting to be held as hereinafter provided after the date of this Scheme the Charity shall be administered by the existing Committee of Management of the Charity in accordance with the provisions of the Scheme.

OBJECT.

2. Object of Charity. - (1) The object of the Charity shall be the provision and maintenance of a village hall for the use of the inhabitants of the Parish of Hayle and neighbourhood (hereinafter called "the area of benefit") without distinction of political, religious or other opinions, including use for meetings, lectures and classes, and other forms of recreation and leisure-time activities, with the object of improving the conditions for the said inhabitants.

(2) All the said land and building shall be held upon trust for purposes of a village hall as aforesaid.

COMMITTEE OF MANAGEMENT.

3. Constitution. - Subject as hereinafter provided, the Committee of Management (hereinafter referred to as the Committee) shall consist when complete of fifteen (hereinafter referred to as Members) being

Seven Elected Members and
Eight Representative Members.

4. Elected Members. - Subject as hereinafter provided for casual vacancies, the Elected Members shall be appointed at the annual general meeting to be held as hereinafter and shall hold office from the end of the annual meeting at which they are appointed.

5. Representative Members. - (1) One Representative shall be appointed by each of the following associations:

Hayle Community Association,
Hayle Old Cornwall Society,
Hayle Rowing Club,
Hayle Royal British Legion,
Hayle Town Council,
Hayle and District Chamber of Commerce,
Hayle and District Age Concern, and
Connor Downs and Upton Towans Community Association.

(2) Each organisation shall notify the name of the person appointed by it to the secretary off the Committee.

(3) The appointment of a Representative Member may be made not more than one month before the annual general meeting and the term of office of a Representative Member so appointed shall commence at the end of that meeting.

(4) If an organisation entitled to appoint a Representative Member fails to do so within the said period of one month before the annual general meeting the appointment shall be made as soon as practicable after that meeting. The term of office of a Representative Member so appointed and of a Representative Member appointed to fill a casual vacancy shall commence on the day on which notification is received by the said secretary.

6. Co-optative Members. - The Committee may appoint if they think fit not more than two Co-optative Members. Each appointment of a Co-optative Member shall be made at a meeting of the Committee to take effect from the date of that meeting.

7. Termination of Membership. - (1) Any Member who is adjudged bankrupt or makes a composition or arrangement with his or her creditors or who is incapacitated from acting or who communicates in writing to the Committee a wish to resign shall thereupon cease to be a Member.

(2) All the Members shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.

8. Additional Representative Members. - The Committee shall have power by a resolution passed at a duly constituted meeting by the votes of not less than two thirds of the Members for the time being to allow the appointment of an additional Representative Member by any organisation in the area of benefit not already named in this Scheme.

9. Alteration of constitution of Committee. – The constitution of the Committee as hereinbcfore provided may on the application of the Committee be altered from time to time by Order of the Charity Commissioners.
10. Casual vacancies. - (1) Upon the occurrence of a casual vacancy the Committee shall cause a note thereof entered in their minute book at their next meeting and in the case of a vacancy in the office of Representative Member shall cause notice thereof to be given as soon as possible to the organisation entitled to fill the vacancy.

(2) A casual vacancy in the office of Elected Member shall be filled at a meeting of the Committee to take effect at the date of that meeting.

11. Failure to Appoint. - The proceedings of the Committee shall not be invalidated by any vacancy among Members or by any failure to appoint or any defect in the appointment or qualification of a Member.

12. Declaration by Members. - No person shall be entitled to act as a Member whether on a first or on any subsequent entry into office until after signing in the minute book of the Committee a declaration of acceptance and of willingness to act in the trusts of this Scheme.

13. Members not to be personally interested. – Except in special
circumstances with the approval in writing of the Commissioners no Member shall take or hold any interest in any property belonging to the Charity otherwise than as a Trustee for the purposes thereof, or receive any remuneration, or be interested in the supply of work or goods, at the cost of the Charity.

MEETINGS AND PROCEEDINGS OF THE COMMITTEE.

14. Meetings of the Committee - The Committee shall hold at least two ordinary meetings in each year. A special meeting may be summoned at any time by the chairman or by two Members upon seven clear days' notice being given to al1 the other Members of the matters to be discussed.

15. Chairman. - (1) At the first meeting in each year after the annual general meeting the Committee shall elect one of their number to be chairman of their meetings until commencement of the first meeting after the annual general meeting in the following year and may also elect one of their number to be vice-chairman. The chairman and vice-chairman shall always be eligible for re-election.

(2) If the chairman and vice-chairman (if any) are absent from any meeting of the Committee the Members shall choose one of their number to be chairman of the meeting before any other business is transacted.

16. Voting. - Except as hereinbefore provided every matter shall be determined by the majority of votes the Members present and voting on the question but in case of equality of votes the chairman of the meeting shall have a second or casting vote.

17. Minutes and accounts. - A minute book and book of account shall be provided and kept by the Committee.

18. Rules. - Within the limits prescribed by this Scheme the Committee may from time to time make and alter rules for the conduct of their business and for the summoning and conduct of their meetings and in particular with reference to –

(1) the terms and conditions upon which the said building may be used for the purposes specified in this Scheme by persons or bodies other than the Committee and the sum (if any) to be paid for such use;

(2) the appointment of an auditor, treasurer and such other unpaid officers as the Committee consider necessary and the fixing of their respective terms of office;

(3) the engagement and dismissal of such paid officers and servants as the Committee may consider necessary; and

(4) the number of Members who shall form a quorum at meetings of the Committee, provided that the number of Members who shall form a quorum shall not be less than one-third of the total number Members for the time being.

INSURANCE.

19. Insurance. - The Committee shall insure the building and the furniture and effects therein to the value thereof against fire and other usual risks and shall suitably insure against risks arising out of the ownership of property and the employment of persons.

APPLICATION OF INCOME.

20. Receipts and expenditure. - (l) The income of the Charity including all payments for the use of the said building and all donations for the benefit thereof shall be paid into a trust account at such bank as the Committee from time to time shall prescribe.

(2) The moneys standing to the credit of the said account shall be applied as the Committee shall decide in insuring as aforesaid, in maintaining and repairing the said building and the furniture and effects therein and in paying all rent (if any), rates, taxes, salaries of paid officers and servants and other outgoings and in otherwise furthering the object of the Charity.

21. Surplus Cash - Sums of cash at any time belonging to the Charity and not needed for immediate working purposes shall be invested in trust for the Charity.

ANNUAL GENERAL MEETING.

22. Annual general meeting. - (1) There shall be an annual general meeting in connection with the Charity which shall be held in the month of October in each year or as soon as practicable thereafter.

(2) All inhabitants of the area, of benefit of 18 years of age and upward shall be entitled to attend and vote at the annual general meeting.

(3) The first annual general meeting shall be convened by the existing Committee of Management of the Charity and every subsequent annual general meeting shall be convened by the Committee.

(4) Public notice of every annual general meeting shall be given in the area of benefit at least 14 days before the date thereof.

(5) Before any other business is transacted at the first annual general meeting after the date of this Scheme, the persons present thereat shall appoint a chairman of the meeting. The chairman of subsequent annual general meetings shall be the chairman for the time being of the Committee, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.
(6) The Committee shall present to each annual general meeting the report and accounts of the Charity for the preceding year.

GENERAL PROVISIONS.

23. Donations. - The Committee may accept any donation or property for the general purposes of the Charity and may also accept donations or property for any special objective connected with the Charity not inconsistent with the provisions of this Scheme.

24. Questions under Scheme. - Any question as to the construction of this Scheme or as to the regularity or the validity of any acts done or about to be done under this Scheme shall be determined by the Commissioners upon such application made to them for the purpose as they think sufficient.

SCHEDULE.

The following adjoining land situate in the Parish Hayle in the County of Cornwall with the buildings there known as Passmore Edwards Institute:

1. Land comprised in the above-mentioned conveyance dated the 20th September 1893 and made between Harvey and Company Limited of the one part and James Bazeley and six others of the other part and enrolled in the Central Office of the Supreme Court of Judicature on the 5th September 1893.

2. Land comprised in a conveyance made the 27th September 1893 between Richard Oke Millett of the first part Charles Dewen Millett and another of the second part and James Bazeley and six others of the third part.

3. Land comprised in a conveyance made the 27th November 1894 between Roger William Giffard Tyringham of the one part and James Bazeley and six others of the other part.

£583.34 cash on deposit account at the branch of Barclays Bank Limited at Foundry Square, Hayle.

£21.03 cash on current account at the said branch of the said bank.

This schedule is made up to the 30th June 1981.

Sealed by Order of the Commissioners this 7th day of October 1981.