DATED 01 December 2014
HICKLING PLAYING FIELD
OR RECREATION GROUND
DEED OF AMENDMENT OF
THIS DEED is made the 1st.day of December.2014
BY [The trustee(s) in place at the time....] as Trustee(s) of HICKLING PLAYING FIELD OR RECREATION GROUND Registered Charity Number 270199 (“the Charity”)
A. This Deed is supplemental to a Conveyance establishing the Charity dated 6th May 1937 (“the Conveyance”) and two Schemes Ordered by the Charity Commission dated 20th August 1976 and 11th May 2010 (“the Schemes”)
B. This Deed is supplemental also to a Special Resolution amending administrative provisions dated 30th January 2012
C. The registered objects of the Charity (“the Objects”) are for ease of reference set out in the First Schedule to this Deed
D. The Trustees are the current trustees of the Charity and they wish to introduce alternative and further provisions governing the administration of the Charity as set out in this Deed
1. The Trustees by this Deed and in accordance with the provisions of Section 280 of the Charities Act 2011 hereby adopt the rules and regulations concerning the administration of the affairs of the Charity as set out in the Second Schedule to this Deed.
2. The provisions hereby adopted replace all earlier administrative provisions and are not intended to replace the objects of the charity nor to amend the schemes.
3. This Deed has been signed on behalf of the Trustees
To provide a playing field or recreation ground for the Parish of Hickling
The Trustees have the following powers, which may be exercised only in promoting the objects of the Charity:
1.1. To provide advice.
1.2. To publish or distribute information and conduct resident and user surveys.
1.3. To co-operate with other bodies.
1.4. To support other charities.
1.5. To raise funds (but not by means of taxable trading).
1.6. To borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act).
1.7. To acquire or hire furniture and equipment or services as required for the maintenance and running of charity property.
1.8. To let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act). And only with the prior consent of the members of the Charity as stated elsewhere in this document.
1.9. To make grants or loans of money for community projects in Hickling, but only with the prior consent of members of the Charity as stated elsewhere in this document.
1.10. To set aside funds for special purposes or as reserves against future expenditure.
1.11 To deposit or invest funds in any manner (but to invest only after obtaining such advice from a financial expert as the Trustees consider necessary and having regard to the suitability of investments and the need for diversification).
1.12. To delegate the management of investments to a financial expert, but only on terms that:
1.13. the investment policy is recorded in writing for the financial expert by the Trustees;
1.13.2. every transaction is reported promptly to the Trustees;
1.13.3. the performance of the investments is reviewed regularly with the Trustees;
1.13.4. the Trustees are entitled to cancel the delegation arrangement at any time;
1.13.5. the investment policy and the delegation arrangement are reviewed at least once a year;
1.13.6. all payments due to the financial expert are on a scale or at a level which is agreed in advance and are reported promptly to the Trustees on receipt;
1.13.7. the financial expert must not do anything outside the powers of the Trustees.
1.14 To insure the property of the Charity against any foreseeable risk and take out other insurance policies to protect the Charity when required.
1.15 To employ paid or unpaid agents, staff or advisers.
1.1 6 To enter into contracts to provide services to or on behalf of other bodies.
1.17 To establish a trading subsidiary company to assist the Charity.
1.18 o pay the costs of administering the Charity.
1.18 To do anything else within the law which promotes or helps to promote the objects.
2.1. No sale or lease of assets or programme of sale or lease of assets or other disposal of assets with a total value of greater than £10,000 (to be adjusted for inflation from this date in accordance with RPI) shall be made until it has been approved by a two thirds majority of votes cast in a poll of members.
2.2. No charges on any Charity property with a total value greater than £10,000 (to be adjusted for inflation from this date in accordance with RPI) shall be accepted until it has been approved by a two thirds majority of votes cast in a poll of members.
2.3. No development of the recreation ground shall be undertaken, and no planning permission for such development applied for, until it has been approved by a two thirds majority of votes cast in a poll of members.
2.4. No merger of the Charity with any other organisation shall be decided until it has been approved by a two thirds majority of votes cast by members present by secret ballot at a general meeting of the Charity.
2.5. The Charity shall not be dissolved until any such decision has been approved by a two thirds majority of votes cast by members present by secret ballot at a general meeting of the charity
2.6 The Charity shall not make grants or loans of money for community projects in Hickling greater than the value of £1000 (to be adjusted for inflation from this date in accordance with RPI) unless it is approved by a two thirds majority of votes cast in a poll of members.
2.6. All changes to this constitution must be approved by a two thirds majority of votes cast by members present by secret ballot at a general meeting of the Charity.
2.7. All expenses for any poll or vote of members called by the Charity to authorise charity actions shall be paid out of charity funds.
3.1. Membership of the Charity is open to any resident of Hickling aged 16 years and over, any owner of a second or holiday home in Hickling, the owner of any business currently operating in Hickling and their employees currently working in Hickling. These classes of persons will automatically be deemed eligible to be members; membership is not transferable.
3.2. A member may resign by written notice to the Trustees.
4.1. All members are entitled to attend general meetings of the Charity in person
4.2. General meetings are called by at least 14 clear days’ written notice specifying the business to be transacted. Notices shall be duly served following display on notice boards at the staithe and chapel car park and at Hickling Barn.
4.3. There is a quorum at a general meeting if the number of members personally present is at least 5 Trustees (or one half of their number if the number of Trustees is less than 5) and 5 other members (or one half of their number if smaller)
4.4. The Chairman or (if the chairman is unable or unwilling to do so) some other Trustee elected by those present presides at a general meeting.
4.5. Every issue at a general meeting, unless otherwise specified in this constitution, is determined by a simple majority of the votes cast by the members present in person.
4.6. Except for the Chairman of the meeting, who has a second or casting vote, every member present in person is entitled to one vote on every issue.
4.7. The Trustees shall call an Annual General Meeting in every year by the 30th September with all members being entitled to attend. At the AGM Trustees shall:-
4.7.1. table the accounts of the Charity for the previous financial year
4.7.2. table a report of the Trustees on the continuance of the nominating organisations and the activities of the Charity since the previous AGM
4.7.3. elect elected Trustees and receive the names of nominated Trustees to replace those retiring from office
4.7.4. appoint an auditor or independent examiner
4.7.5. discuss and determine any issues of policy or deal with any other business of which proper notice has been given
4.8 An EGM may be called at any time by the Trustees in accordance with clause 4.2 above,
4.9 Any motion requiring constitutional change must be made and publicised at the notice boards at the Chapel Pit, the Parish Staithe and at Hickling Barn with at least 7 clear days notice of the forthcoming General meeting
4.10 All general meetings of the Charity must be held in the village of Hickling.
5.1. The Trustees as charity trustees have control of the Charity and its property and funds. All Trustees (except the nominated Trustee from District or County Council) must be members of the Charity.
5.2. The full number of Trustees is fifteen individuals comprising up to nine Trustees to be appointed by key stakeholders being Hickling Parish Council, the Hickling Football Club, Hickling Hunnies, the Phoenix Trust, the Hickling Snooker Club, Hickling School, St Mary’s Church Hickling, Hickling Methodist Chapel and one of the three District or County Councillors with each stakeholder organisation nominating one Trustee, (“the Nominated Trustees”); The right of village groups to nominate Trustees will be reviewed by the Trustees annually and reported to the Charity AGM; the removal of the right of a group to nominate a Trustee will require the approval by a two-thirds majority of a motion by way of secret ballot of members present at a general meeting of the Charity;
If any nominating organisation is in legal dispute with the Charity, its right to nominate a Trustee will be suspended until the dispute is settled. There will also be up to three elected Trustees who will be appointed in accordance with the terms of this Deed (“the Elected Trustees”); up to three co-opted Trustees may be appointed from time to time until the next AGM of the Charity one of whom shall be a currently appointed Parish Councillor, subject to the approval of the elected and nominated Trustees in office at the time.(“the Co-opted Trustees”).
5.3. At the Charity’s Annual General Meeting the current Trustees will all resign and new trustees will be appointed by the members present and voting in accordance with the previous sub-clause which new trustees will continue in office until the next AGM. All Trustees will hold office for a period of one year and will retire at each AGM but (subject to clause 5.6 below) will be eligible for reappointment
5.4. A retiring Trustee who is competent to act may be re-appointed at the end of the term of office.
5.5. Every Trustee must sign a declaration of willingness to act as a Trustee of the Charity before he or she may act as a Trustee.
5.6. A Trustee automatically ceases to be a Trustee if he or she:
5.6.1. is disqualified under the Charities Act from acting as a charity trustee or trustee for a charity;
5.6.2. is incapable, whether mentally or physically, of managing his/her own affairs;
5.6.3. is absent from three consecutive meetings of the Trustees and is asked by a majority of the other Trustees to resign;
5.6.4. resigns by written notice to the Trustees (but only if at least two Trustees will remain in office);
5.6.5. is removed by a resolution passed by all the other Trustees after they have invited the views of the Trustee concerned and considered the matter in the light of any such views;
5.6.6. ceases to be the appointed nominee of a key stakeholder
5.6.7 ceases to be a member of the Charity with the exception of the nominated District or County councillor post which shall be exempt from a requirement to be a member of the Charity.
5.7 A retiring Trustee is entitled on written request to an indemnity from the continuing Trustees at the expense of the Charity in respect of any liabilities properly incurred during his/her trusteeship.
5.8 A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken by the Trustees.
5.9 Casual vacancies may be filled by co-option and such co-opted Trustees serve until the next AGM.
6.1. The Trustees must hold at least four meetings each year.
6.2. A quorum at a meeting of the Trustees is 50% of Trustees (rounded up to nearest whole number).
6.3. A meeting may be held either in person or by suitable electronic means agreed by the Trustees in which all participants may communicate with all the other participants.
6.4. The Chairman or (if the Chairman is unable or unwilling to do so) some other Trustee chosen by them presides at each meeting of the Trustees.
6.5. Except where otherwise provided in this Deed, every issue may be determined by a simple majority of the votes cast at a meeting of the Trustees but a resolution which is in writing and signed by all the Trustees is as valid as a resolution passed at a meeting. For this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature.
6.6. Except for the Chairman of the meeting, who has a second or casting vote, every Trustee has one vote on each issue.
6.7. A procedural defect of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting of the Trustees.
6.8 All meetings of Trustees must take place in the village of Hickling
6.9 Any member shall be entitled to attend as observer all Trustee meetings for the first 12 months after this Deed is effective. Thereafter Trustee meetings shall be open to the public at the discretion of the Trustees.
The Trustees have the following procedural powers in relation to decision-making:
7.1. To appoint the Chairman and a Treasurer from among their number.
7.2. To delegate any of their operational functions to committees consisting of two or more persons appointed by them (but at least one of the members of every committee must be a Trustee and all proceedings of committees must be reported promptly to the Trustees).
7.3. To make rules consistent with this Deed to govern their proceedings and proceedings of general meetings and meetings of committees.
7.4. To make regulations consistent with this Deed to govern the administration of the Charity including the use and application of the property and funds, the operation of bank accounts and the commitment of funds.
8.1. The property and funds of the Charity must only be used for promoting the Objects and do not belong to the Trustees.
8.2. No Trustee or connected person may receive any payment of money or other material benefit (whether direct or indirect) from the Charity except:
8.2.1. re-imbursement of reasonable out-of-pocket expenses (including authorised hotel and travel costs) actually incurred in the administration of the Charity;
8.3 Whenever a Trustee or a connected person has a personal interest in a matter to be discussed at a meeting of the Trustees or any committee, the Trustee concerned must:
8.3.1 declare the nature and extent of the interest before the meeting or at the meeting before discussion on the matter begins;
8.3.2 be absent from the meeting for that item unless expressly invited to remain in order to provide information;
8.3.3 not be counted in the quorum for that part of the meeting;
8.3.4 be absent during the vote and have no vote on the matter.
9.1. Funds which are not required for immediate use (including those which will be required for use at a future date) must be placed on deposit or invested in accordance with clause 1.12 until needed.
9.2. Investments and other property of the Charity may be held:
9.2.1. in the names of the Trustees (or in the name of the trustee body
if incorporated under the Charities Act);
9.2.2. in the name of a nominee company acting under the control of the Trustees or of a financial expert acting under their instructions;
9.2.3. in the name of a trust corporation as a holding trustee for the
Charity which must be appointed (and may be removed) by deed executed by the Trustees;
9.2.4 in the case of land, by the Official Custodian for Charities under an order of the Commission or the Court.
9.3 Documents and physical assets may be deposited with any company registered or having a place of business in England and Wales as custodian.
9.4 Any nominee company acting under clause 9.2.2, and any trust corporation appointed under clause 9.2.3 and any custodian appointed under
Clause 9.3 may be paid reasonable fees.
10.1. The Trustees must comply with the requirements of the Charities Act as to the keeping of financial records, the audit or independent examination of the accounts and the preparation and transmission to the Commission of:
10.1.1. annual returns;
10.1.2. annual reports; and
10.1.3. annual statements of account.
10.2 The Trustees must maintain proper records of:
10.2.1 all proceedings at meetings of the Trustees;
10.2.2 all reports of committees; and
10.2.3 all professional advice obtained.
10.3 Accounting records relating to the Charity must be made available for inspection by any Trustee at any time during normal office hours.
10.4 A copy of the Charity’s latest available statement of account must be supplied on request to any Trustee. A copy must also be supplied, within two months, to any person who makes a written request and pays the Charity's reasonable costs.
10.5 Signed minutes of all Trustee meetings shall be published and made available to any member of the charity on request.
In this Deed:
11.1 The following expressions have the following meanings:
'the Chairman' means the person appointed by the Trustees to preside at their meetings;
‘the Charities Act’ means the Charities Acts 1993 and 2006 and 2011;
‘the Charity’ means the charitable trust created by the conveyance and governed by the schemes and this Deed;
'charity trustees' has the meaning prescribed by section 97(1) of the Charities Act;
'the Commission' means the Charity Commission for England and Wales or any body which replaces it;
‘Connected Person’ means any spouse, civil partner, brother, sister, child, parent, grandchild or grandparent of a Trustee, any person in an equivalent relationship with a Trustee, a business partner of a Trustee, any firm of which a Trustee is a member or employee, a director or employee of a company of which a Trustee is a director or employee and any company of which a Trustee is a director, employee or shareholder having a beneficial interest in more than 1 per cent of the share capital;
‘custodian’ has the meaning prescribed by section 17(2) of the Trustee Act 2000;
'financial expert' means an individual, company or firm who is authorised to give investment advice under the Financial Services and Markets Act 2000;
‘financial year’ means the Charity’s financial year;
‘firm’ includes a limited liability partnership;
'fundamental change' means such a change as would not have been within the reasonable contemplation of a person making a donation to the Charity;
'holding trustee' means an individual or corporate body responsible for holding the title to property but not authorised to make any decisions relating to its use, investment or disposal;
‘indemnity insurance’ means insurance against personal liability incurred by any Trustee for an act or omission which is or is alleged to be a breach of trust or breach of duty, unless the Trustee concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty.
'independent examiner' has the meaning prescribed by the Charities Act;
'material benefit' means a benefit which may not be financial but has a monetary value;
‘month’ means calendar month;
‘nominee company’ means a corporate body registered or having a place of business in England and Wales;
'the Objects' means the charitable objects set out in the Conveyance and shown for ease of reference in the First Schedule hereto;
'taxable trading' means carrying on a trade or business for the principal purpose of raising funds, and not for the purpose of actually carrying out the Objects, the profits of which are liable to income tax;
'trust corporation' has the meaning prescribed by section 205(1)(xxviii) of the Law of Property Act 1925 but does not include the Public Trustee;
'Trustee' means a trustee of the Charity and ‘Trustees’ means the trustees of the Charity;
‘written’ or ‘in writing’ refers to a legible document on paper or a document sent by electronic means which is capable of being printed out on paper;
'year' means calendar year;
“poll of members ' means a poll of members of the Charity, carried out under the supervision of a person or persons independent of the Trustees and of the membership of the Charity, taking place by secret ballot. Voting will take place between 2pm and 8pm on the day of the poll.
“resident“ means any person whose domicile is within the Parish boundary of Hickling
“Hickling” is the Parish of Hickling in Norfolk, England.
11.2 References to an Act of Parliament are references to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.
IN WITNESS of the above this Deed has been executed on behalf of the Trustees by two of their number duly authorised so to do
SIGNED as a Deed on behalf of
the HPFRGC Trustees by R. COOK, CHAIRMAN 01 Dec 14
and S SAINSBURY, SECRETARY 01 Dec 14