Your opportunity to take part in the consultation process for a new Constitution for the Memorial Hall.

View or download the draft consultation  pdf 64

Read about the background to the new Constitution, the consultation process and timetable.

Background:

When the construction of Lee Memorial Hall was first proposed back in 1923 a ‘Declaration of Trust’ was drawn up with three notable members of the local community as Trustees.

Their responsibilities were to oversee the raising of funds, building the hall and then its ongoing management. Subsequently they set up a management committee to undertake the day to day work. With the creation of the Management Committee came a separate constitution that identified their responsibilities – but with the three original Trustees retaining power of veto.

Charitable Status:

At a much later date, the Hall became a registered charity, and with it became subject to charity law. At this point the role of the members of the management committee changed as they were then recognised as having Charity Trustee status. The three Holding Trustees, as the original three became known, still had responsibility for the legal ownership of the of the building and land on behalf of the Charity but their authority over decisions made by the Charity Trustees became unclear.

Official Custodian:

A general concern of the Charity Commission (CC) was that title deeds that were held by Holding Trustees often became lost over time or would fail to be updated to reflect changes to the Holding Trustees. To resolve this, they recommended to all similar charities that the legal ownership of the building and land be put in the trust of the Official Custodian (the CC’s land holding service) in order to avoid this problem arising in the future. For the Memorial Hall, this was done in 2015.

This left the management of the Hall in the theoretical position whereby the Holding Trustees no longer had control of the legal title to the building and land, but two of the three still had power of veto over any decision made by a majority of Charity Trustees.

Given this and other issues of constitutional concern in 2016 the Management Committee decided that it was time to bring all the governing documents into line with current law.

Charitable Incorporated Organisation (CIO)

A further point to be considered was the personal liability of the Trustees. In law all contracts for work or hire were with the individual trustees, not the Hall Charity as an entity – as would be the case with a limited company. This was because the legal structure of the Hall Charity as an unincorporated trust does not give the Hall a distinct legal ’personality’ separate from the trustees. Although unlikely, individual trustees were potentially personally liable should there ever be a claim against the Hall that was not covered by insurance. This was a problem common to many charities and in 2006, a new structure – that of a Charitable Incorporated Organisation (CIO) was introduced by Act of Parliament, with the aim being to resolve these issues whilst allowing charities to avoid an undesirable degree of additional legal and administrative complexity.

Following much investigation, the current Holding and Charity Trustees decided to begin a process of converting Lee Memorial Hall to a CIO.

Registering the new Organisation:

The steps for approval are as follows:

  • Create a draft constitution using an approved template;
  • Consult those who currently elect or appoint the current trustees and obtain their approval;
  • Register the new CIO and submit the new Constitution for approval by the CC;
  • Following approval and setting up of the new body, the assets of the original charity are transferred to the CIO and the appointed trustees take on responsibility;
  • The original Hall charity is then wound up.

Whilst this work is being carried out by and in agreement with the current Trustees, it is being done under the guidance of a solicitor who is a specialist In Charity Law – namely James Evans, a partner in the firm of Tozers LLP in Exeter.

It had been our hope that all these steps would have been completed in time for adoption at the Hall AGM in April 2018. However, there have been various unavoidable delays since we decided on this path last October.

The intention now is that subject to agreement on the new Constitution at the AGM, we will seek the approval of the community for the Trustees to proceed with the remaining steps soon after.

Consultation and Timetable:

Comments of approval or objection, requests for further information, hard copy versions of the document etc. to the Chairman, Alan Bannister by 16th April 2018 – in advance of the AGM on 23th April.

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