Consolidated Scheme including Appointment of Trustees 16th April 2020
(Scheme sealed 2nd May 1995 combined with Amendments accepted 16th April 2020)
County – Gloucestershire
Place – Chedworth
Charity – Chedworth Village Hall – Registered Charity: 301483
Scheme including appointment of Trustees
1. Administration of Charity
1.1 The above-mentioned Charity and the property thereof shall be administered and managed subject to and in accordance with the provisions of this Scheme.
1.2 The name of the Charity shall be Chedworth Village Hall or such other name as the Committee of Management from time to time by resolution may decide with the prior approval of the Charity Commissioners.
2.1 Chedworth Parish Council shall continue to be the Custodian Trustee of the Charity.
2.2 Until the end of the first annual general meeting to be held hereinafter provided the existing Committee of Management of the Charity at the date of this Scheme shall be the Managing Trustees of the Charity as the charity trustees thereof, but from and after the date of that meeting the Committee of Management hereinafter constituted shall be the Managing Trustees of the Charity as the charity trustees thereof as aforesaid.
3. Object of Charity
3.1 The object of the Charity shall be the provision and maintenance of a village hall for the use of the inhabitants of Chedworth and the neighbourhood thereof (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.
3.2 The land and buildings belonging to the Charity shall be held upon trust for the purposes of a village hall as aforesaid.
4. Administration, repairs and insurance, and use of income and capital
4.1 The Charity, the Property and the trust fund must be administered by the management committee. The members of the management committee are the charity trustees within the meaning of Section 177 of the Charities Act 2011. Until the end of the first annual general meeting to be held after the date hereof, the management committee shall comprise the following persons:
- Elected Members
- Appointed Members
- Co-opted Members
4.2 The management committee must:
- 4.2.1 ensure that the Property and all buildings thereon and other property of the Charity are at all times kept in repair and sufficiently insured against all insurable risks including fire, theft and public liability and must whenever necessary procure a professional valuation for such purposes, and
- 4.2.2 take out such insurance as the management committee considers necessary to protect the Charity’s property including but not limited to public liability insurance (to include the liability of the Charity to its volunteers) and employer’s liability insurance.
4.3 The management committee must firstly apply:
- 4.3.1 the Charity’s income, and
- 4.3.2 if the management committee think fit, expendable endowment and
- 4.3.3 when the expenditure can properly be charged to it, its permanent endowment in meeting the proper costs of administering the Charity and of managing its property (including the repair and insurance of its buildings).
- 4.4 After payment of these costs, the management committee must apply the remaining income in furthering the Objects.
4.5 The management committee may also apply for the Objects:
- 4.5.1 expendable endowment and
- 4.5.2 permanent endowment, but only on such terms for the replacement of theamount spent as the Charity Commission may approve by order in advance.
5. Custodian trustee
5.1 The Parish Council is the custodian trustee of the Charity and the provisions of Section 2(4) of the Public Trustee Act 1906 applies to the Parish Council and to the management committee respectively in like manner as they apply to the public trustee and managing trustees.
5.2 The Parish Council has no powers of management except such as are expressly conferred on it by in this Schedule.
5.3 The Parish Council has the custody of all securities and documents of title relating to the Property but the members of the management committee or any of them have free access and are entitled to take photocopies of them.
5.4 The Parish Council must do all that is asked of it by the management committee in relation to the Property unless it involves a breach of trust or involves a personal liability upon it. Provided it acts only in accordance with the lawful directions of the management committee, the Parish Council should not be liable for the act and defaults of the management committee or any of its members.
5.5 The powers of appointing new or additional custodian trustees and of discharging custodian trustees are exercisable by the management committee alone, but the Parish Council has the same power of applying to the court or to the Charity Commission for the appointment of a new custodian trustee as has any other trustee for a charity.
6. Powers of the management committee
The management committee has the following powers, which may be exercised only in promoting the Objects:
6.1 to raise funds and invite and receive contributions and endowments (whether for general or special purposes). In raising funds the management committee must not undertake any trading activities which are liable to tax other than charity trading and must conform to relevant requirements of the law
6.2 to buy, take on lease or in exchange, hire or otherwise acquire any property necessary for the achievement of the Objects and to maintain and equip it for use
6.3 subject to Clause 19 and subject to the restrictions imposed by the Charities Act 2011, to sell, lease or otherwise dispose of all or any part of the Property and other property comprised in the trust fund
6.4 to deposit or invest funds in any manner (but to invest only after obtaining advice from a financial expert)
6.5 to borrow money by mortgage or otherwise or to seek grant aid as may be required for maintaining, extending or improving the Property or any part thereof or erecting any building thereon or for any work carried on therein and to charge the whole or any part of the Property and the trust fund with repayment of the money so borrowed or granted (but only in accordance with the restrictions imposed by the Charities Act 2011)
6.6 to employ staff (who shall not be members of the management committee) and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependents
6.7 to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the Objects or of similar charitable purposes and to exchange information and advice with them
6.8 to appoint, constitute and provide clear terms of reference for, such sub-committees as the management committee may think fit. Such sub-committees shall be answerable to the management committee and all their acts and proceedings must be fully and promptly reported to the management committee
6.9 to delegate to any one or more of the members of the management committee any business of the Charity which is within the professional or business competence of such member or members. The management committee must agree the terms of reference of any such delegation and include them in the minutes of the meeting of the management committee at which the decision to delegate is made
6.10 to insure the members of the management committee against the costs of a successful defence to a criminal prosecution brought against them as charity trustees or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty (unless the member concerned knew that, or was reckless, whether the act or omission was a breach of trust or breach of duty)
6.11 to remunerate any member of the management committee and any connected persons for services rendered to the Charity PROVIDED THAT:
- 6.11.1 the amount or maximum amount of the remuneration is set out in an agreement in writing between the management committee and the member concerned
- 6.11.2 such member and all connected persons (if any) shall not be present at or take part in any discussions or decision relating to such remuneration or the performance and supervision of such services
- 6.11.3 any decision to remunerate such member and any connected persons shall be taken unanimously by the other members present and voting at the meeting at which the decision is made
- 6.11.4 the other members are satisfied that they have explored all other avenues of service provision by third parties and that the services rendered by the member or any connected persons and the payment of remuneration are in the best interests of the Charity
- 6.11.5 the other members are satisfied that the level of remuneration is reasonable and proper having regard to the services rendered by such member and any connected persons to the Charity
- 6.11.6 the other members are satisfied that the services rendered to the Charity are of special value to the Charity having regard to such member’s ability, qualifications, or experience and/or to the level of remuneration for which he/she has agreed to provide them
- 6.11.7 all deliberations and decisions of the management committee under the above are minuted and the secretary is instructed to display the minute of such deliberations and decisions on the Charity’s notice board immediately after the minutes have been approved
- 6.11.8 the number of such members for the time being in receipt of remuneration do not exceed a minority of the members of the management committee and
- 6.11.9 the management committee has had regard to any guidance given by the Charity Commission concerning the making of such agreement.
6.12 other than where the Property and the trust fund is held by a custodian trustee, to permit any investments comprised in the trust fund to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the International Stock Exchange (or any subsidiary of such stockbroking company) as nominee for the management committee, and to pay such a nominee reasonable and proper remuneration for acting as such
6.13 to do anything else within the law which promotes or helps to promote the Objects. In the exercise of these powers the management committee members must always be mindful that they are charity trustees within the definition of Section 177 of the Charities Act 2011 as the persons having the general management and control of the administration of a charity.
7. The management committee
7.1 The first members of the management committee described in Clause 4.1 shall hold office until the end of the first annual general meeting of the Charity.
7.2 Subject to Clause 7.1, the management committee shall consist of:
- 7.2.1 six (6) elected members
- 7.2.2 four (4) appointed members and may include not more than
- 7.2.3 two(2) co-opted members.
All such members of the management committee are charity trustees for the purposes of charity law.
7.3 The elected members must be elected at an annual general meeting or a special general meeting convened in the circumstances described in clause 9.3.
7.4 Each of the following bodies may appoint one member:
- Chedworth Pre-school
- Chedworth Back Row Club
- Royal British Legion
- Chedworth Table Tennis Club
7.5 Any such appointment must be made according to the ordinary practice of the appointing body and must be notified in writing to the secretary. An appointment must not be made more than two months before the annual general meeting.
7.6 The person appointed need not be a member of the relevant appointing body.
7.7 The management committee must promptly report any vacancy in the office of an appointed member to the body entitled to fill it.
7.8 Where any application for representation on the management committee is received from any existing or newly-formed body operating in the area of benefit, the management committee may, with the approval of not less than two-thirds of all the members of the management committee, allow such body to appoint a member of the management committee in the same manner as if such organisation had been named in Clause 7.4. A minute of the relevant resolution, authenticated by the chairman and the secretary, should be (a) placed with the title deeds and (b) kept with the management committee’s working papers.
7.9 Co-opted members must be appointed at a duly constituted meeting of the management committee.
Term of office
7.10 Subject to Clauses 7.11 and 7.12, the period of office of members of the management committee starts:
- 7.10.1 in the case of elected members, at the end of the annual general meeting at which they are elected
- 7.10.2 in the case of appointed members appointed at the annual general meeting in any year, at the end of that meeting or, in the case of an appointed member appointed after such annual general meeting, or to fill a casual vacancy, on the day on which notification of his appointment is received by the secretary
- 7.10.3 in the case of co-opted members, from the date of their co-option.
7.11 All members of the management committee 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 reappointed.
7.12 In the event of a casual vacancy, the management committee must minute it at their next meeting and, if in the office of an appointed member, notify as soon as possible the proper appointing body who may on such notice appoint an alternative member to represent them. A casual vacancy in the office of an elected member may be filled by the management committee. The period of office of a member elected to fill a casual vacancy starts at the end of the meeting of the management committee at which he or she was so elected.
7.13 The management committee must give each new member on their first appointment a copy of this Schedule and any amendments made to it, and a copy of the Charity’s latest report and statement of accounts.
Register of members
7.14 The management committee must keep a register of the name and address of every member of the management committee and the dates on which their terms of office begin and end.
8. Eligibility for membership of the management committee
8.1 No person may be elected or appointed as a member of the management committee:
- 8.1.1 unless he has attained the age of 18 years or
- 8.1.2 if he is disqualified from acting as a member of the committee by virtue of
- 8.1.3 in circumstances such that, had he already been a member of the management committee, he should have been disqualified from office under the provision of Clause 9.
8.2 No person shall be entitled to act as a member of the management committee whether on a first or any subsequent entry into office until after signing in the minute book of the management committee a declaration of acceptance and willingness to act in the trusts of the Charity.
9. Termination of membership of the management committee
9.1 A person shall cease to be a member of the management committee if he:
- 9.1.1 is disqualified from acting as a member of the management committee by virtue of Section 178 of Charities Act 2011
- 9.1.2 becomes incapable by reason of a mental disorder, illness or injury of managing and administering his own affairs or
- 9.1.3 is absent without the permission of the management committee from all their meetings held within a period of six months and the management committee resolve that his office be vacated; PROVIDED that where a member disqualified under this clause is an appointed member of an organisation the management committee must advise the appointing organisation of the disqualification and the organisation shall have the right within one month to appoint an alternative member to represent them on the management committee.
9.2 A person shall cease to be a member of the management committee if he notifies the management committee in writing of his wish to resign (but only if at least three members of the management committee will remain in office when the notice of resignation is to take effect).
9.3 The members of the management committee may not all resign at the same time unless and until they have (a) co-opted or procured the appointment of at least three new members in accordance with Clause 7 or (b) convened a special general meeting in accordance with Clause 14.7.
10. Members not to be personally interested
Except with the prior written approval of the Charity Commission, no member of the management committee may:
- 10.1 receive any benefit in money or in kind from the Charity other than in respect of insurance provided pursuant to Clause 6.10 and remuneration paid in accordance with Clause 6.11 or
- 10.2 have a financial interest in the supply of goods or services to the Charity
- 10.3 or acquire or hold any interest in property of the Charity (except in order to hold it as a trustee of the Charity).
Chairman and vice-chairman
11.1 At their first ordinary meeting in each year after the annual general meeting, the management committee shall elect a chairman and may elect a vice-chairman of their meetings. The chairman and vice-chairman remain in office until their respective successors are elected.
Secretary and treasurer
11.2 The management committee shall appoint a secretary and treasurer and may remove them from office at their discretion. The offices may be held by:
- 11.2.1 members (who must not receive any reward for acting) or
- 11.2.2 other suitable persons (who may be employed upon such reasonable terms, including terms as to notice, as the management committee think fit).
12. Meetings of the management committee
12.1 The management committee must hold at least two ordinary meetings in each year.
12.2 The first meeting of the members of the management committee must be called by the chairman or if no meeting has been called within three months after the date of this Schedule by any two of the first members of the management committee. Subsequent meetings may be arranged by the members of the management committee at their meetings or may be called at any time by the chairman or any two members of the management committee upon not less than ten days’ notice having been given to all other members.
12.3 A special meeting may be called at any time by the chairman or any two members upon not less than seven clear days’ notice being given to all other members of the management committee of the matters to be discussed.
12.4 If the chairman is absent from any meeting, the vice-chairman (if any) shall preside; otherwise the members present must, before any other business is transacted, choose one of their number to be chairman of the meeting.
12.5 There shall be a quorum when at least one third of the number of members of the management committee for the time being or three members, whichever is the greater, are present at a meeting.
12.6 Except where otherwise provided in this Schedule, every issue may be determined by a simple majority of the votes cast at a meeting of the management committee.
12.7 The chairman of the meeting may cast a second or casting vote only if there is a tied vote.
12.8 The proceedings of the management committee shall not be invalidated by any failure to appoint or any defect in the appointment or qualification of any members.
13. Recording of meetings
The management committee must keep proper minutes of its meetings. The minute book must be available for inspection upon reasonable request by any member of the management committee. The minute book must be retained by:
- 13.1 the secretary or
- 13.2 another suitable person appointed by the management committee to do so.
14. Annual general meeting and special meetings
14.1 The first annual general meeting must be held within twelve months after the date of this Schedule and subsequent annual general meetings must be held not more than fifteen months after the holding of the preceding annual general meeting.
14.2 All inhabitants of the area of benefit of 18 years and upward must be entitled to attend and vote at the annual general meeting. The management committee may allow inhabitants who are under 18 to attend (but not vote at) the meeting.
14.3 The first annual general meeting after the date of this Schedule must be convened by the first members of the management committee described in Clause 4.1 and subsequent annual general meetings by the management committee. Public notice of every annual general meeting must be given in the area of benefit of at least fourteen days before the date thereof by affixing a notice to some conspicuous part of the Property or other conspicuous place in the area of benefit and by such other means as the convenors think fit.
14.4 There shall be a quorum when at least [five] people are present at an annual general meeting.
14.5 The chairman of the management committee must be the chairman of an annual general meeting. In his absence, the chair must be taken by the vice-chairman (if any), failing which by any other member of the management committee chosen by the management committee, failing which by such person as the persons present shall by lot determine.
14.6 The management committee must present to each annual general meeting the annual report and accounts of the Charity for the preceding year.
14.7 The management committee may convene, and the secretary shall within 21 days of receiving a written request so to do signed by not less than 10 inhabitants of the area of benefit giving reasons for the request call, a special general meeting of all the inhabitants of the area of benefit of eighteen years and upwards. Public notice must be given of any such meeting, specifying the business to be discussed, in the same way as for an annual general meeting.
14.8 The secretary or other person appointed by the management committee must keep minutes of proceedings at every annual general meeting and special general meeting.
14.9 Every matter for consideration at an annual general meeting or a special general meeting must be decided (save as otherwise provided herein) by a majority decision of those present and voting. The chairman of the meeting may cast a second or casting vote only if there is a tied vote.
The management committee must comply with their obligations under the Charities Act 2011 with regard to:
15.1 the keeping of accounting records for the Charity
15.2 the preparation of annual statements of account for the Charity
15.3 the auditing or independent examination of the statements of account for the Charity and
15.4 the transmission of the statements of account of the Charity to the Charity Commission.
16. Annual Report
The management committee must comply with their obligations under the Charities Act 2011 with regard to the preparation of an annual report and its transmission to the Charity Commission.
17. Annual Return
The management committee must comply with their obligations under the Charities Act 2011 with regard to the preparation of an annual return and its transmission to the Charity Commission.
18. Receipts and expenditure
The income of the Charity, including all donations and bequests, must be paid into an account operated by the management committee in the name of the Charity at such bank or building society as the management committee shall from time to time decide. All cheques and orders for payment of money from such account shall be signed by at least two members of the management committee.
Subject to such consents as are required by law, the Committee may let any part of the land belonging to the Charity which is not required for use for the object of the Charity, provided that the letting does not unduly interfere with the use of the remaining land or buildings for that purpose.
If at any time the Committee decide that on the grounds of expense or otherwise it is necessary or advisable to discontinue the use of the whole or part of the said land and building for the purposes of a village hall, and that decision is confirmed by a resolution passed by a majority of the inhabitants of the area of benefit of 18 years of age and upward attending and voting at a meeting of which public notice has been given in the area of benefit at least 14 days before the date thereof, the Committee may subject to such consents as are required by law sell the said land and buildings or any part thereof and may do and execute all proper acts and assurances for carrying any such sale into effect.
21. Proceeds of sale
21.1 Unless the Commissioners otherwise direct the clear proceeds of tiny such sale as aforesaid shall be invested in trust for the Charity.
21.2 Thereafter, the Committee shall apply the clear income and subject to the approval of the Commissioners the property of the Charity in furthering the object of the Charity or for such other charitable purposes for the general benefit of the inhabitants of the area of benefit as the Committee think fit.
The Committee may accept any donations or property for the general purposes of the Charity and they may also accept donations or property for any special objects connected with the Charity not inconsistent with the provisions of this Scheme.
23. 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.
24. Amendment of Schedule
24.1 Subject to the provisions of this clause, this Schedule may be amended.
24.2 With the exception of an amendment made by virtue of Clause 7.8, any other amendment must be made by a resolution passed at either the annual general meeting or a special general meeting.
24.3 The notice of the meeting must include notice of the resolution, setting out the terms of the amendment proposed.
24.4 No amendment must be made which would vary this clause.
24.5 The prior written approval of the Charity Commission must be obtained to any amendment which would:
- 24.5.1 vary Clauses 3 (Objects), 10 (members not to be personally interested) and 19 (disposal of trust property, incorporation and dissolution).
- 24.5.2 vary the composition of the management committee or the terms on which members hold office (other than amendments made under Clause 7.8)
- 24.5.3 change the name of the Charity
- 24.5.4 vary the powers of investment exercisable by the management committee.
24.6 The management committee must:
- 20.6.1 promptly send to the Charity Commission a copy of any amendment made under sub-clause 20.2 and
- 20.6.2 keep a copy of such amendment with this Schedule.
Within the limits prescribed by this Schedule the management committee may from time to time make and alter rules for the management of the Charity and in particular with reference to:
25.1 the terms and conditions upon which the Property or any part of the trust fund may be used by persons or bodies other than the management committee for the purposes specified in this Schedule and the sum (if any) to be paid for such use
25.2 the deposit of money at a proper bank or building society and the safe custody of documents
25.3 the appointment of an auditor or an independent examiner
25.4 the engagement or dismissal of such officers, servants and agents as the management committee may consider necessary and the payment of such persons (not being members of the management committee)
25.5 the summoning and conduct of meetings.
The members of the management committee, the holding/custodian trustees or their successors in title, and the Official Custodian for Charities shall be entitled to an indemnity out of the assets of the Charity against all liabilities properly incurred by them in the management of the affairs of the Charity.