Adopted on the 16th day of December 2016
1. Definitions and interpretation
1.1 In this Constitution:
‘area of benefit’ means the Parish of Bulphan
‘Charity’ means Bulphan Village Hall Management Committee
‘charity trustees’ means the persons having the general management and control of the administration of the Charity
‘connected persons’ means and includes, in relation to a charity trustee:
● that person’s spouse or long term partner
● that person’s relatives, namely their children, parents, grandchildren, grandparents, brothers, sisters and their spouses and persons related by marriage
‘holding/custodian trustees’ means any holding/custodian trustee(s) from time to time appointed by the Charity in accordance with this Constitution
‘Objects’ means the objects of the Charity described in Clause 3
‘Property’ means the Bulphan Village Hall and any other land (freehold or leasehold) acquired by the Charity
‘secretary’ means the secretary of the Charity or any other person appointed to perform the duties of the secretary of the Charity
‘Voluntary Organisation’ means an independent organisation within the area of benefit or established for purposes that add value to the area of benefit as a whole, or a significant section of the area of benefit, and which are not permitted by their constitution or governing document to make a profit for private distribution.
1.2 Words importing the singular only shall include the plural; words denoting one gender shall include each gender and all genders; and words importing natural persons shall include also corporations.
1.3 References to an Act of Parliament are to the Act as amended or reenacted from time to time and to any subordinate legislation made under it.
The Charity is a charitable unincorporated association whose name is Bulphan Village Hall Management Committee.
3.1 To hold and manage the Property for the purposes of a village hall for the use of the inhabitants of the area of benefit without distinction of sex, sexual orientation, age, disability, nationality, race or political, religious or other opinions, including use of the Property for meetings, lectures and classes or other forms of recreation and leisure time occupation in the interests of social welfare and with the object of improving the conditions of life for the said inhabitants.
3.2 To further or benefit the inhabitants in the area of benefit by providing grants to Voluntary Organisations with the object of improving the conditions of life for those inhabitants utilising the services of said organisations.
4. Administration, repairs and insurance, and use of income and capital
4.1 The Charity must be administered by the charity trustees. The charity trustees are the charity trustees within the meaning of Section 177 of the Charities Act 2011. The charity trustees must act reasonably and prudently in all matters relating to the Charity and must always pursue the interests of the Charity to the exclusion of personal prejudices and interests.
4.2 The charity trustees 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 charity trustees consider 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.
5. Powers of holding trustees and vesting in the Official Custodian for Charities
5.1 The holding trustees and all persons holding any interest in land beneficially owned by the Charity must take such steps as may be necessary for the purpose of vesting in the Official Custodian for Charities all freehold and leasehold lands belonging to the Charity.
5.2 Pending such vesting in the Official Custodian for Charities:
5.2.1 the holding trustees have no powers of management except such as are expressly conferred on them by this Constitution
5.2.2 the holding trustees have the custody of all securities and documents of title relating to the Property but the charity trustees or any of them have free access thereto and are entitled to take photocopies of them
5.2.3 the holding trustees must do all that is asked of them by the charity trustees in relation to the Property unless it involves a breach of trust or involves a personal liability upon them. Provided they act only in accordance with the lawful directions of the charity trustees, the holding trustees shall not be liable for the act and defaults of the charity trustees or any of its members
5.2.4 the powers of appointing new or additional holding trustees and of discharging holding trustees are exercisable by the charity trustees alone, but the holding trustees have the same power of applying to the court or to the Charity Commission for the appointment of a new holding trustee as has any other trustee for a charity. The holding trustees are disqualified from holding office as charity trustees and no charity trustee may be appointed a holding trustee so long as he or she remains a charity trustee.
6. Powers of the charity trustees
The charity trustees have 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 charity trustees 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 owned by the Charity
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 charity trustees) and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependents
6.7 to cooperate 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 subcommittees as the charity trustees may think fit. Such subcommittees shall be answerable to the charity trustees and all their acts and proceedings must be fully and promptly reported to the charity trustees
6.9 to delegate to any one or more of the charity trustees any business of the Charity which is within the professional or business competence of such member or members. The charity trustees must agree the terms of reference of any such delegation and include them in the minutes of the meeting of the charity trustees at which the decision to delegate is made. The charity trustees must exercise reasonable supervision over any such charity trustee or charity trustees acting on their behalf under this provision and must ensure that all their acts and proceedings are fully and promptly reported to the charity trustees
6.10 to insure the charity trustees 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 charity trustee and any connected persons for services rendered to the Charity
6.11.1 the amount or maximum amount of the remuneration is set out in an agreement in writing between the charity trustees and the charity trustee concerned
6.11.2 such charity trustee 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 charity trustee and any connected persons shall be taken unanimously by the other charity trustees present and voting at the meeting at which the decision is made
6.11.4 the other charity trustees are satisfied that they have explored all other avenues of service provision by third parties and that the services rendered by the charity trustee or any connected persons and the payment of remuneration are in the best interests of the Charity
6.11.5 the other charity trustees are satisfied that the level of remuneration is reasonable and proper having regard to the services rendered by such charity trustee and any connected persons to the Charity
6.11.6 the other charity trustees are satisfied that the services rendered to the Charity are of special value to the Charity having regard to such charity trustee’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 charity trustees 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 charity trustees for the time being in receipt of remuneration do not exceed a minority of the charity trustees and
6.11.9 the charity trustees have had regard to any guidance given by the Charity Commission concerning the making of such agreement.
6.12 other than where the Property 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 London Stock Exchange (or any subsidiary of such stockbroking company) as nominee for the charity trustees, 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 charity trustees 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 charity trustees
7.1 The charity trustees shall comprise:
7.1.1 5 elected members
7.1.2 5 appointed members and may include not more than
7.1.3 3 co-opted members All such charity trustees are charity trustees for the purposes of charity law. Elected charity trustees
7.2 The elected charity trustees must be elected at an annual general meeting or a special general meeting convened in the circumstances described in clause 14.7
Appointed charity trustees
7.3 The charity trustees shall maintain a list of user bodies that they consider to be supportive of the Objects and which have indicated a wish to appoint a charity trustee of the Charity. Each listed user body shall have the right to appoint one charity trustee. Any such appointment must be made according to the ordinary practice of the appointing body and must be notified in writing to the secretary
7.4 Where any application for the right to appoint a charity trustee is received from any existing or newly formed body operating in the area of benefit, the charity trustees may, with the approval of not less than two thirds of all the charity trustees, add such body to the list of user bodies and allow such body to appoint a charity trustee
7.5 The charity trustees may, with the approval of (a) the body concerned and (b) not less than two thirds of all the charity trustees, remove a body from such list of user bodies
7.6 A minute of the relevant resolution, authenticated by the chairman, should be (a) placed with the title deeds and (b) kept with the charity trustees’ working papers
7.7 The charity trustees must promptly report any vacancy in the office of an appointed member to the body entitled to fill it.
Co-opted charity trustees
7.8 Co-opted charity trustees must be appointed at a duly constituted meeting of the charity trustees.
Term of office
7.9 Subject to Clauses 7.10 and 7.11, the period of office of charity trustees starts:
7.9.1 In the case of elected charity trustees, at the end of the annual general meeting at which they are elected
7.9.2 In the case of appointed charity trustees appointed at the annual general meeting in any year, at the end of that meeting or, in the case of an appointed charity trustee 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
7.9.3 In the case of -charity trustees, from the date of their cooption
7.10 All charity trustees 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 reelected or reappointed
7.11 In the event of a casual vacancy of an elected charity trustee, the charity trustees must minute it at their next meeting and they may appoint a replacement charity trustee. The period of office of a charity trustee appointed to fill a casual vacancy starts at the end of the meeting of the charity trustees at which he or she was so appointed
New charity trustees
7.12 The charity trustees must give each new charity trustee on their first appointment a copy of this Constitution and any amendments made to it, and a copy of the Charity’s latest report and statement of accounts
Register of charity trustees
7.13 The charity trustees must keep a register of the name and address of every charity trustee and the dates on which their terms of office begin and end
8. Eligibility to be a charity trustee
8.1 No person may be elected or appointed as a charity trustee:
8.1.1 unless he or she has attained the age of 18 years or 8.1.2 if he or she is disqualified from acting as a charity trustee by virtue of Section 178 of the Charities Act 2011 or
8.1.3 in circumstances such that, had he or she already been a charity trustee, he or she should have been disqualified from office under the provision of Clause 9.
8.2 No person shall be entitled to act as a charity trustee whether on a first or any subsequent entry into office until after signing in the minute book of the charity trustees a declaration of acceptance and willingness to act in the trusts of the Charity.
9. Termination of charity trusteeship
9.1 A person shall cease to be a charity trustee if he or she:
9.1.1 is disqualified from acting as a charity trustee by virtue of Section 178 of the Charities Act 2011
9.1.2 in the written opinion, given to the Charity, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a charity trustee and may remain so for more than three months; or
9.1.3 is absent without the permission of the charity trustees from all their meetings held within a period of six months and the charity trustees resolve that his or her office be vacated; PROVIDED that where a charity trustee disqualified under this clause is an appointed charity trustee the charity trustees must advise the appointing organisation of the disqualification and the organisation shall have the right within one month to appoint an alternative charity trustee.
9.2 A person shall cease to be a charity trustee if he or she notifies the charity trustees in writing of his or her wish to resign (but only if at least three charity trustees will remain in office when the notice of resignation is to take effect)
9.3 The charity trustees 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 charity trustees in accordance with Clause 7 or (b) convened a special general meeting in accordance with Clause 14.7
10. Charity trustees not to be personally interested
Except with the prior written approval of the Charity Commission, no charity trustee 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 or
10.3 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 charity trustees 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 charity trustees shall appoint a secretary and treasurer and may remove them from office at their discretion. The offices may be held by:
11.2.1 charity trustees (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 charity trustees think fit).
12. Meetings of the charity trustees
12.1 The charity trustees must hold at least two ordinary meetings in each year.
12.2 Meetings of the charity trustees may be arranged by the charity trustees at their meetings or may be called at any time by the chairman or any two charity trustees 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 charity trustees upon not less than seven clear days’ notice being given to all other charity trustees of the matters to be discussed.
12.4 If the chairman is absent from any meeting, the vicechairman (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 charity trustees for the time being or three charity trustees, whichever is the greater, are present at a meeting.
12.6 Except where otherwise provided in this Constitution, every issue may be determined by a simple majority of the votes cast at a meeting of the charity trustees
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 charity trustees shall not be invalidated by any failure to appoint or any defect in the appointment or qualification of any charity trustees
13. Recording of Meetings
The charity trustees must keep proper minutes of its meetings. The minute book must be available for inspection upon reasonable request by any charity trustee. The minute book must be retained by:
13.1 the secretary or
13.2 another suitable person appointed by the charity trustees to do so
14. Annual General Meeting and Special Meetings
14.1 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 charity trustees may allow inhabitants who are under 18 to attend (but not vote at) the meeting
14.3 Annual general meetings shall be convened by the charity trustees. 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 governors think fit
14.4 There shall be a quorum when at least seven people are present at an annual general meeting
14.5 The chairman of the charity trustees 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 charity trustee chosen by the charity trustees, failing which by such person as the persons present shall by lot determine
14.6 The charity trustees must present to each annual general meeting the annual report and accounts of the Charity for the preceding year
14.7 The charity trustees 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 charity trustees 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 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 charity trustees 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 charity trustees 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 charity trustees 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 charity trustees in the name of the Charity at such bank or building society as the charity trustees shall from time to time decide. All cheques and orders for payment of money from such account shall be signed by at least two charity trustees.
19. Disposal of Trust Property, Incorporation and Dissolution
19.1 Subject to the provisions of this Clause,
19.1.1 if the charity trustees decide at any time that on the grounds of expense of otherwise it is necessary or advisable to discontinue the use of the Property and the trust fund in whole or in part for the Objects, the charity trustees may sell or require the sale of the Property and other property comprised in the trust fund or any part of it on such terms as may be approved by the charity trustees in accordance with the provisions of Sections 117 to 123 of the Charities Act 2011
19.1.2 if the charity trustees decide that the Charity should incorporate, the charity trustees may transfer or require the transfer of the Property and the trust fund or any part of it to the new charitable corporate body having the same objects as the Charity
19.2 The charity trustees may only do so if:
19.2.1 the decision to sell or incorporate is confirmed by a resolution passed at a special general meeting of the inhabitants of the age of 18 years and upward of the area of benefit and
19.2.2 such resolution is passed by three quarters of such inhabitants present and voting at such meeting
19.3 Not less than fourteen days’ notice of such special general meeting (stating the terms of the resolution that will be proposed) must be posted in a conspicuous place or placed on the Property and advertised in a newspaper circulating in the area of benefit
19.4 Following the sale of the Property and the trust fund in whole or in part in the circumstances described in clause 19.1.1, all monies belonging to the Charity including the proceeds of sale of any fixtures and fittings (after satisfaction of any liabilities properly payable) must be applied:
19.4.1 in the purchase or lease of other property approved by the charity trustees and to be held upon the trusts of the Charity for to such charitable purposes as near thereto as circumstances permit or
19.4.2 towards such other charitable purposes or objects for the benefit of the inhabitants of the area of benefit as may be approved by the Charity Commission
19.5 Pending such application, such monies must be invested and any income arising shall either be accumulated (for such time as may be allowed by law) by investing the same and the resulting income to be applied as the capital of such investments or must be used in furthering the purposes specified in this Constitution.
19.6 In the event of the Charity being dissolved a copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Charity Commission
20. Amendment of the Constitution
20.1 Subject to the provisions of this clause, this Constitution may be amended.
20.2 Any amendment must be made by a resolution passed at either the annual general meeting or a special general meeting.
20.3 The notice of the meeting must include notice of the resolution, setting out the terms of the amendment proposed.
20.4 No amendment must be made which would vary this clause.
20.5 The prior written approval of the Charity Commission must be obtained to any amendment which would:
20.5.1 vary Clauses 3 (objects), 10 (members not to be personally interested) and 19 (disposal of trust property, incorporation and dissolution)
20.5.2 vary the composition of the charity trustees or the terms on which members hold office (other than amendments made under Clause 7.8)
20.5.3 change the name of the Charity
20.5.4 vary the powers of investment exercisable by the charity trustees
20.6 The charity trustees must:
20.6.1 promptly send to the Charity Commission a copy of any amendment made under subclause 20.2 and
20.6.2 keep a copy of such amendment with this Constitution
Within the limits prescribed by this Constitution the charity trustees may from time to time make and alter rules for the management of the Charity and in particular with reference to:
21.1 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 charity trustees for the purposes specified in this Constitution and the sum (if any) to be paid for such use
21.2 the deposit of money at a proper bank or building society and the safe custody of documents
21.3 the appointment of an auditor or an independent examiner
21.4 the engagement or dismissal of such officers, servants and agents as the charity trustees may consider necessary and the payment of such persons (not being charity trustees)
21.5 the summoning and conduct of meetings 22. Indemnity The charity trustees and the holding/custodian trustees or their successors in title 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. This Constitution was adopted as the Constitution of Bulphan Village Hall Management Committee at a Special General Meeting at Bulphan Village Hall on 16th December 2016.
The charity trustees and the holding/custodian trustees or their successors in title 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.