Trustees 16 - 25

 

POWERS AND RESPONSIBILITIES OF TRUSTEES
    16. The Trustees as charity trustees have control of the Charity and its property and funds.
    17. The Trustees may exercise in their capacity as Trustees responsible for the management of the Charity’s business all the powers of the Charity set out in these Rules which are not reserved for the general meeting including the following powers in the administration of the Charity:
        17.1 to spend the funds of the Charity in such a manner as they shall consider most beneficial for the achievement of the Objects;
        17.2 to invest in the name of the Charity such part of the Charity's funds as they see fit;
        17.3 to enter into contracts on behalf of the Charity;
        17.4 to borrow or raise money and to mortgage or charge the Charity's undertaking, property and uncalled capital and to issue debentures, debenture stock and other securities as security for any debt, liability or obligation of the Charity or of any third party;
        17.5 to make loans to Members and others with such security and subject to such conditions and limits of amount as may be imposed by the Act and at law;
        17.6 to make rules which govern the taking of decisions by Trustees;
        17.7 to establish procedures to assist the resolution of disputes or differences within the Charity;
Trustees may delegate to committees
17.8 to delegate any of their functions to committees consisting of two or more individuals appointed by them. At least one member of every committee must be a Trustee and all proceedings of committees must be reported promptly to the Trustees; and
17.9 to make rules of procedure for all or any committees.
Residuary powers of members
17.10 The Members may, by special resolution, direct the Trustees to take or refrain from taking specified action provided that such direction is in accordance with the Act and the Charities Act. No such special resolution invalidates anything which the Trustees have done before the passing of the resolution.
    18. NUMBER OF TRUSTEES
        18.1 There shall be at least three and not more than nine Trustees all of whom must support the Objects. Only Members (or persons who will become Members on their appointment as a Trustee) who are at least 18 years old shall be eligible to be appointed as Trustees.
        18.2 A person may not act as a Trustee unless he/she has signed a written declaration of willingness to act as a charity trustee of the Charity.
    19. APPOINTMENT AND RETIREMENT OF TRUSTEES
Methods of appointing Trustees
        19.1 The first Trustees will be the subscribing members of the Charity.  Subsequent Trustees are elected by the Members or co-opted by the Trustees.
        19.2 Any person who is willing to act as a Trustee, and is permitted by law to do so, may be appointed to be a Trustee: –
            19.2.1 by ordinary resolution of the Members; or
            19.2.2 by a decision of the Trustees, but such person shall only hold office until the general meeting following her/his appointment.
Rotation of Trustees
        19.3 One third (or the number nearest one third) of the Trustees must retire at each AGM, those longest in office retiring first and the choice between any of equal service being made by drawing lots.  A retiring Trustee shall be eligible for re-election.
Termination of Trustees' appointment by Members’ Resolution
        19.4 Trustees may be appointed or removed at any time by ordinary resolution of the Members (but only if at least two Trustees will remain in office).  If a Trustee is to be removed, the resolution must be passed not less than 14 days after the views of the Trustee concerned have been invited.  
        19.5 Where the Trustee has made representations to the Members within 14 days of having been invited to do so, the Members shall give consideration to those representations prior to any resolution being made.
Automatic Termination of Trustee’s Appointment
        19.6 A Trustee's term of office automatically terminates if he or she:
            19.6.1 retires or is removed from office pursuant to Rules 19.3 or 19.4;
            19.6.2 is prohibited by law from being a director of a company;
            19.6.3  is prohibited by the Relevant Authority from undertaking a controlled function (as defined in the Financial Services and Markets Act 2000);
            19.6.4 ceases to be a Member of the Charity;
            19.6.5  is absent from three consecutive meetings of the Trustees and is asked by a majority of the other Trustees to resign;
            19.6.6 is removed by a resolution passed by two-thirds of the Trustees, excluding the Trustee subject to the proposed removal.
Alternate Trustees and technical defect
        19.7 Trustees shall not be entitled to appoint alternate Trustees.
        19.8 A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.
    20. NUMBER AND DECISION MAKING AT TRUSTEES’ MEETINGS
        20.1 The Trustees must hold at least three meetings or such other minimum as the Trustees may decide and report to the Members each year.
        20.2 Any issue may be determined by a simple majority of the votes cast at a meeting, but a written resolution signed by a majority of the Trustees is as valid as a resolution passed at a meeting.  
        20.3 A written resolution may be contained in more than one document and will be treated as passed on the date of the last signature required to reach a majority.
        20.4 Every Trustee has one vote on each issue but, in case of an equality of votes, the Chair shall be entitled to a second or casting vote.
        20.5 A procedural defect of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.
    21. CALLING A TRUSTEES’ MEETING
        21.1 Any Trustee may call a Trustees’ meeting by giving 7 days’ notice of the meeting to the Trustees or by authorising the Secretary (if any) to give such notice.  Trustees may unanimously agree to shorter notice.
        21.2 Notice of any Trustees’ meeting must indicate:
                    (a) its proposed date and time;
                    (b) where it is to take place;
                    (c) if it is anticipated that Trustees participating in the meeting will not be in the same place, how it is proposed that they should communicate with each other during the meeting, including by suitable electronic means;
                    (d) the proposed business of the meeting.
        21.3 Notice of a Trustees’ meeting must be given to each Trustee, but need not be in writing.
    22. PARTICIPATION IN TRUSTEES’ MEETINGS
        22.1 Subject to the Rules, Trustees participate in a Trustees’ meeting, or part of a Trustees’ meeting, when:
            22.1.1 the meeting has been called and takes place in accordance with the Rules; and
            22.1.2 they can each communicate to the others any information or opinions they have on any particular item of the business of the meeting.
        22.2 In determining whether Trustees are participating in a Trustees’ meeting, it is irrelevant where any Trustee is or how they communicate with each other.
        22.3 If all the Trustees participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is located.
    23. QUORUM FOR TRUSTEES’ MEETINGS
        23.1 At a Trustees’ meeting, unless a quorum is participating, no proposal is to be voted on, except a proposal to call another meeting.
        23.2 The quorum for a Trustees’ meetings is two.
        23.3 If the total number of Trustees for the time being is less than the quorum required, the Trustees must not take any decision other than a decision to co-opt an additional Trustee under rule 19.2.2 or to call a general meeting so as to enable the Members to appoint further Trustees.
    24. CHAIRING OF TRUSTEES’ MEETINGS
        24.1 The Trustees may appoint any Trustee to preside at meetings.
        24.2 The person so appointed for the time being is known as the Chair.
        24.3 The Trustees may terminate the Chair’s appointment at any time.
        24.4 If the Chair is not participating in a Trustees’ meeting within ten minutes of the time at which it was to start, the participating Trustees must appoint one of themselves to preside at it.

    25. TRUSTEES’ DISCRETION TO MAKE FURTHER RULES
        25.1 The Trustees may make and revoke from time to time, in accordance with these Rules and the Act, regulations which are binding on the Charity relating to proceedings of general meetings of the Charity and on their own decision making processes.