THIS DECLARATION
OF TRUST IS MADE
the 24th day of
March 2003 by
(a) Timothy John
Carswell, [address included on original document].
(b) James Matthew
Clarke, [address included on original document].
(c) Colin Clarke,
[address included on original document]
("the first
trustees" who together with the future trustees or trustee of this deed
are referred to as "the trustees")
WHEREAS the first
trustees hold £ 64.08 (sixty-four pounds and eight pence) being the current
balance of the charity's HSBC account number 11389556 on the trusts
declared in this deed and it is contemplated that further money or assets may
be paid or transferred to the trustees upon the same trusts.
NOW THIS DEED
WITNESSES AS FOLLOWS:
A Administration
The charitable
trust constituted by this deed ("the Charity") and its property
("the trust fund") shall be administered and managed by the trustees
under the name of StreetChild Romania or by such other name as the trustees
from time to time decide with the approval of the Charity Commission for
England and Wales ("the Commission").
B Objects
The trustees shall
hold the trust fund and its income upon trust to apply them for the following
objects ("the objects") in Cluj Napoca, Romania ("the area of
benefit")
to relieve poverty,
sickness and distress amongst homeless children in Cluj Napoca, Romania
C Powers
In furtherance of
the objects but not otherwise the trustees may exercise any of the following
powers:
(i) to raise funds
and invite and receive contributions: Provided that in raising funds the
trustees shall not undertake any substantial permanent trading activity and
shall conform to any relevant statutory regulations;
(ii) 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;
(iii) subject to
any consents required by law to sell, lease or otherwise dispose of all or any
part of the property comprised in the trust fund;
(iv) subject to any
consents required by law, to borrow money and to charge the whole or any part
of the trust fund with repayment of the money so borrowed;
(v) 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;
(vi) to establish
or support any charitable trusts, associations or institutions formed for the
objects or any of them;
(vii) to appoint
and constitute such advisory committees as the trustees may think fit;
(viii) to employ
such staff (who shall not be trustees) as are necessary for the proper pursuit
of the objects and to make all reasonable and necessary provision for the
payment of pensions and superannuation to staff and their dependants;
(ix) to permit any
investments comprised in the trust fund to be held in the name of any clearing
bank, any trust corporation or any stockbroking company which is a member of
the Stock Exchange (or any subsidiary of such a stockbroking company) as
nominee for the trustees and to pay any such nominee reasonable and proper
remuneration for acting as such;
(x) to delegate to
any one or more of the trustees the transaction of any business or the
performance of any act required to be transacted or performed in the execution
of the trusts of the Charity and which is within the professional or business
competence of such trustee or trustees: Provided that the trustees shall
exercise reasonable supervision over any trustee or trustees acting on their
behalf under this provision and shall ensure that all their acts and
proceedings are fully and promptly reported to them;
(xi) to do all such
other lawful things as are necessary for the achievement of the objects.
D Appointment of
trustees:
(1) Subject to the
provisions of clause F the first trustees shall hold office for
the following
periods respectively:
(a) Timothy John
Carswell, five years;
(b) James Matthew
Clarke, four years;
(c) Colin Clarke,
one year.
(2) There shall be
at least three trustees. Every future trustee shall be appointed for a term of
3 years by a resolution of the trustees passed at a special meeting called
under clause K. If a trustee is to be appointed to replace a trustee who is
leaving office he or she may be appointed not more than three months before
the other trustee leaves office but shall not take office until the other
trustee has left office. In such a case the retiring trustee shall not be
entitled to vote in favour of his or her own appointment.
(3) In selecting
persons to be appointed as trustees, the trustees shall take into account the
benefits of appointing a person [who through residence, occupation, employment
or otherwise has special knowledge of the area of benefit or] who is
[otherwise] able by virtue of his or her personal or professional
qualifications to make a contribution to the pursuit of the objects or the
management of the Charity.
(4) When any new
trustee is appointed the trustees shall ensure that any land belonging to the
Charity which is not vested or about to be vested in the Official Custodian
for Charities or in a custodian trustee and all other property of the Charity
which is not vested or about to be vested in the Official Custodian for
Charities, a custodian trustee or a nominee is effectively vested in the
persons who are the trustees following such appointment.
(5) If for any
reason trustees cannot be appointed in accordance with the foregoing
provisions, the statutory power of appointing new or additional trustees shall
be exercisable.
E Eligibility
for trusteeship
(1) No person shall
be appointed as a trustee:
(a) if they are
under the age of 18 years unless the charity is a registered company; or
(b) in
circumstances such that, had he or she already been a trustee, he or she would
have been disqualified from office under the provisions of the following
clause.
(2) No person shall
be entitled to act as a trustee whether on a first or on any subsequent entry
into office until after signing in the minute book of the trustees a
declaration of acceptance and willingness to act in the trusts of the Charity.
F Determination
of trusteeship
A trustee shall
cease to hold office if he or she:
(1) is disqualified
from acting as a trustee by virtue of section 72 of the Charities Act 1993 (or
any statutory re-enactment or modification of that provision);
(2) becomes
incapable by reason of mental disorder, illness or injury of managing and
administering his or her own affairs;
(3) is absent
without the permission of the trustees from all their meetings held within a
period of six months and the trustees resolve that his or her office be
vacated; or
(4) notifies to the
trustees a wish to resign (but only if at least two trustees will remain in
office when the notice of resignation is to take effect).
G Vacancies
If a vacancy occurs
the trustees shall note the fact in their minute book at their next meeting.
Any eligible trustee may be re-appointed. So long as there shall be fewer than
two trustees none of the powers or discretions hereby or by law vested in the
trustees shall be exercisable except for the purpose of appointing a new
trustee or trustees.
H Ordinary
meetings
The trustees shall
hold at least two ordinary meetings in each year.
I Calling
meetings
The first meeting
of the trustees shall be called by Timothy John Carswell or if no meeting has
been called within three months after the date of this deed by any two of the
trustees. Subsequent meetings shall be arranged by the trustees at their
meetings or may be called at any time by the chairman or any two trustees upon
not less than ten days' notice being given to the other trustees.
J Chairman
The trustees at
their first ordinary meeting in each year shall elect one of their number to
be chairman of their meetings until the commencement of the first ordinary
meeting in the following year. The chairman shall always be eligible for
re-election. If the chairman is not present within ten minutes after the time
appointed for holding a meeting or there is no chairman the trustees present
shall choose one of their number to be chairman of the meeting.
K Special
meetings
A special meeting
may be called at any time by the chairman or any two trustees upon not less
than four days' notice being given to the other trustees of the matters to be
discussed, but if the matters include an appointment of a trustee [or a
proposal to amend any of the trusts of this deed] then upon not
less than 21 days'
notice being so given. A special meeting may be called to take place
immediately after or before an ordinary meeting.
L Quorum
There shall be a
quorum when at least one third of the number of trustees for the time being or
two trustees, whichever is the greater, are present at a meeting.
M Voting
Every matter shall
be determined by a majority of votes of the trustees present and voting on the
question. The chairman of the meeting shall have a casting vote whether he or
she has or has not voted previously on the same question but no trustee in any
other circumstances shall give more than one vote.
N Minutes
The trustees shall
keep minutes, in books kept for the purpose, of the proceedings at their
meetings.
O Accounts
The trustees shall
comply with their obligations under the Charities Act 1993 (or any statutory
re-enactment or modification of that Act) with regard to:
(1) the keeping of
accounting records for the Charity;
(2) the preparation
of annual statements of account for the Charity;
(3) the auditing or
independent examination of the statements of account of the Charity; and
(4) the
transmission of the statements of account of the Charity to the
Commissioners.
P Annual Report
The trustees shall
comply with their obligations under the Charities Act 1992 (or any statutory
re-enactment or modification of that Act) with regard to the preparation of an
annual report and its transmission to the Commissioners.
Q Annual Return
The trustees shall
comply with their obligations under the Charities Act 1993 (or any statutory
re-enactment or modification of that Act) with regard to the preparation of an
annual return and its transmission to the Commissioners.
R General power
to make regulations
Within the limits
of this deed the trustees shall have full power from time to time to make
regulations for the management of the Charity and for the conduct of their
business, including the calling of meetings, the deposit of money at a bank
and the custody of documents.
S Bank account
Any bank account in
which any part of the trust fund is deposited shall be operated by the
trustees and shall be held in the name of the Charity. All cheques and orders
for the payment of money from such account shall be signed by at least two
trustees.
T Trustees not
to be personally interested
No trustee shall
acquire any interest in property belonging to the Charity (otherwise than as a
trustee for the Charity) or receive remuneration or be interested (otherwise
than as a trustee) in any contract entered into by the trustees.
U Management of
land
Subject to any
consents which may be required by law, the trustees shall either sell or let
any land belonging to the Charity which is not required to be retained or
occupied in furtherance of the objects.
V Leases
The trustees shall
ensure that on the grant by them of any lease the tenant shall execute a
counterpart lease. Every lease shall contain a covenant on the part of the
tenant for the payment of rent and a proviso for re-entry on non-payment of
the rent or non-performance of the covenants contained in the lease.
W Repair and
insurance
The trustees shall
keep in repair and insure to their full value against fire and other usual
risks all the buildings of the Charity which are not required to be kept in
repair and insured by the tenant and shall also insure suitably in respect of
public liability and employer's liability.
X Amendment of
Trust Deed
(1)The trustees may
amend the provisions of this deed, provided that:
(a) no amendment
may be made to clause B (the objects clause) unless it appears to the trustees
that the objects can no longer provide a suitable and effective method of
using the trust fund;
(b) no amendment
may be made to clause B (the objects clause), clause T (trustees not to be
personally interested clause) or this clause without the prior consent in
writing of the Commissioners; and
(c) no amendment
may be made which has the effect of the charity ceasing to be a charity at
law.
(2) Any amendment
shall be made by deed under the authority of a resolution passed at a special
meeting of the trustees.
(3) The trustees
should promptly send to the Commissioners a copy of any amendment made under
this clause.
IN WITNESS whereof
the parties hereto have hereunto set their respective hands the day and year
first before written.
Signed as a deed by
the said:
Timothy John Carswell
[address included
on original document]
in the presence of:
David Carlton
[address included on original document]
Signed as a deed by
the said:
James Matthew Clarke
[address included
on original document]
in the presence of:
David Carlton
[address included on original document]
Signed as a deed by
the said:
Colin Clarke
[address included
on original document]
in the presence of:
David Carlton
[address included on original document]
At the meeting of trustees dated 20th March 2004 - Amy Ciortea replaced Colin Clarke as a trustee, thanks were recorded to Colin for fulfilling his term of office. Amy's term of office was recorded as two years and the Charity Commission were advised accordingly Addendum At a meeting of trustees dated 15th March 2006 - Amy Ciortea's term of office was extended by a further three years, the Charity Commissioners were informed on the charities annual return At a meeting of trustees dated 15th March 2006 - James Clarke's term of office was extended by a further four years, the Charity Commissioners were informed on the charities annual return At a meeting of trustees dated 15th March 2006 - Tim Carswell's term of office was extended by a further four years, the Charity Commissioners were informed on the charities annual return
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