Trust Documents
TRUST DEED OF SAM LING GIBSON TRUST
THIS TRUST DEED made on 14th October 2019 by the First Trustees:
- Geraldine Ling
- Katherine Zeserson
- Kath Schofield
- Justine O’Driscoll
- Joyce Kane
WITNESSES AS FOLLOWS:
1. INTRODUCTION
1.1 The First Trustees hold £1,070.00 on the trusts declared in this Deed
1.2 Further money or property may be paid or transferred to the Trustees for the Charity
2. NAME & OBJECTS
2.1 The name of the Charity is The Sam Ling Gibson Trust(or any other name chosen by resolution of the Trustees)
2.2 The Objects are the promotion of community development , benefitting children, young people and the wider society in an area of social and economic deprivation in Bogota, Colombia by all or any of the following means:
The advancement of education including, but not limited to, training or retraining particularly among children and young people
Community activities including, but not limited to, gardening, cooking, crafts
Promotion of environmental sustainability
such other means as may from time to time be determined subject to the prior written consent of the Charity Commissioners for England and Wales
The Trustees must use the income of the Charity in promoting the Objects
The Trustees have the following powers, which may be exercised only in promoting the Objects:
To promote or carry out research
To provide advice
To publish or distribute information
To co-operate with other bodies
To support, administer or set up other charities
To raise funds (but not by means of taxable trading)
To borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act)
To acquire or hire property of any kind
To let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act)
To make grants or loans of money and to give guarantees
To set aside funds for special purposes or as reserves against future expenditure
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)
To delegate the management of investments to a financial expert, but only on terms that:
the investment policy is recorded in writing for the financial expert by the Trustees
every transaction is reported promptly to the Trustees
the performance of the investments is reviewed regularly with the Trustees
the Trustees are entitled to cancel the delegation arrangement at any time
the investment policy and the delegation arrangement are reviewed at least once a year
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
the financial expert must not do anything outside the powers of the Trustees
To insure the property of the Charity against any foreseeable risk and take out other insurance policies to protect the Charity when required
To pay for indemnity insurance for the Trustees
Subject to clause 7.3, to employ paid or unpaid agents, staff or advisers
To enter into contracts to provide services to or on behalf of other bodies
To establish or acquire subsidiary companies to assist or act as agents for the Charity
2.22 To do anything else within the law which promotes or helps to promote the Objects
3. THE TRUSTEES
3.1 The Trustees as charity trustees have control of the Charity and its property and funds
3.2 The full number of Trustees is 5 – 10 individuals
3.3 Subject to clause 4.7, the First Trustees are entitled to hold office for life
3.4 Future Trustees must be appointed by resolution of the Trustees
3.5 Every future Trustee must sign a declaration of willingness to act as a Trustee of the Charity before he or she may vote at any meeting of the Trustees
3.6 A Trustee automatically ceases to be a Trustee if he or she:
is disqualified under the Charities Act from acting as a charity trustee or trustee for a charity
is incapable, whether mentally or physically, of managing his/her own affairs
is absent from three consecutive meetings of Trustees and is asked by a majority of the other Trustees to resign
resigns by written notice to the Trustees (but only if at least two Trustees will remain in office)
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
3. 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
3.8 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
4. PROCEEDINGS OF TRUSTEES
4.1 The Trustees must hold at least four meetings each year
4.2 A quorum at a meeting of the Trustees is three Trustees
4.3 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
4.4 The Chairperson or (if the Chairperson is unable or unwilling to do so) some other Trustee chosen by them presides at each meeting of the Trustees
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
Every Trustee has one vote on each issue. The Chairperson of a meeting does not have a second or casting vote
A procedural defect of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting of the Trustees
5. ADMINISTRATIVE POWERS OF TRUSTEES
The Trustees have the following powers in the administration of the Charity
5.1 To appoint the Chairperson, a Treasurer and any other honorary officers from among their number
5.2 To delegate any of their functions to committees consisting of two or more persons appointed by them (but at least one member of every committee must be a Trustee and all proceedings of committees must be reported promptly to the Trustees
5.3 To make rules consistent with this Deed to govern their proceedings and proceedings of committees
5.4 To make regulations consistent with this Deed to govern the administration of the Charity including the use and application of the income and the operation of bank accounts and the commitment of funds
6. BENEFITS TO TRUSTEES
6.1 The property and funds of the Charity must only be used for promoting Objects and do not belong to the Trustees
6.2 No Trustee may receive any payment of money or other material benefit (whether direct or indirect) from the Charity except:
under clauses 3.15 ( indemnity insurance) and 7.3 (contractual payments)
reimbursement of reasonable out-of-pocket expenses actually incurred in the administration of the Charity
interest at a reasonable rate on money lent to the Charity
a reasonable rent or hiring fee for property let or hired to the Charity
an indemnity in respect of any liabilities properly incurred in the running the Charity (including the costs of a successful defence to criminal proceedings)
payment to a company in which the Trustee has no more than a 1 per cent shareholding
in exceptional cases, other payments or benefits (but only with the written approval of the Commission in advance)
A Trustee may not be an employee of the Charity, but a Trustee or any connected person may enter into a contract with the Trustees to supply goods or services in return for a payment or other material benefit but only if:
the goods or services are actually required for the Charity
the nature and level of the benefit is no more than reasonable in relation to the value of the goods or services and is set at a meeting of the Trustees in accordance with the procedure in clause 7.4
not more than one half of the Trustees are interested in such a contract in any one financial year
Whenever a Trustee has a personal interest in a matter to be discussed at a meeting of the Trustees or any committee, the Trustee concerned must:
declare an interest before the meeting or at the meeting before discussion on the matter begins
be absent from the meeting for that item unless expressly invited to remain in order to provide information
not be counted in the quorum during that part of the meeting
be absent during the vote and have no vote on the matter
7. PROPERTY AND FUNDS
7.1 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 3.12 until needed
7.2 Investments and other property of the Charity may be held:
in the names of the Trustees (or in the name of the trustee body if incorporated under the Charities Act)
in the name of a nominee company acting under the control of the Trustees or of a financial expert acting under their instructions
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
in the case of land, by the Official Custodian for Charities under an order of the Commission or the Court
7.3 Documents and physical assets may be deposited with any company registered or having a place of business in England and Wales as custodian
7.4 Any nominee company acting under clause 8.2(2), any trust corporation appointed under clause 8.2(3) and any custodian appointed under clause 8.3 may be paid reasonable fees
8. RECORDS & ACCOUNTS
8.1 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:
annual returns
annual reports
annual statements of account
8.2 The Trustees must maintain proper records of:
all proceedings at meetings of the Trustees
all reports of committees
all professional advice obtained
8.3 Accounting records relating to the Charity must be made available for inspection by any Trustee at any time during normal office hours
8.4 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
9. AMENDMENTS
This Deed may be amended by supplemental deed on a resolution passed by a majority of the Trustees but:
9.1 No amendment is valid if it would make a fundamental change to the Objects or to this clause or destroy the charitable status of the Charity
9.2 Clause 7 may not be amended without the prior written consent of the Commission]
10. DISSOLUTION
10.1 The Trustees may at any time decide by resolution passed by at least a majority of the Trustees that the Charity is to be dissolved. The Trustees will then be responsible for the orderly winding up of the Charity’s affairs
10.2 After making provision for all outstanding liabilities of the Charity, the Trustees must apply the remaining property and funds in one or more of the following ways:
by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects
directly for the Objects or charitable purposes within or similar to the Objects
in such other manner consistent with charitable status as the Commission approve in writing in advance
A final report and statement of account relating to the Charity must be sent to the Commission
11. INTERPRETATION
In this deed:
11. The following expressions have the following meanings:
‘area of benefit’ means Colombia and the UK
‘beneficiaries:’ means the general public
‘the Chairperson’ means the person appointed by the Trustees to preside at their meetings
‘the Charities Act’ means the Charities Act 1993
‘the Charity’ means the charitable trust created and governed by this Deed
‘charity trustees’ has the meaning prescribed by section 97(1) of the Charities Act
‘the Commission’ means the Charity Commissioners for England and Wales
‘connected person’ means any spouse, partner, brother, sister, child, parent, grandchild or grandparent of a Trustee, any firm of which a Trustee is a member 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
‘the First Trustees’ means the parties to this Deed
‘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 section 43(3)(a) of 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
novation means the substitution of a new legal obligation for an old one
‘the Objects’ means the charitable objects set out in clause 2
‘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 or corporation 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 [not] including a fax message
‘year’ means calendar year
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 the parties have executed this Deed
SIGNED AS A DEED BY
Trustee: Katherine Zeserson Trustee: Geraldine Ling Trustee: Kath Schofield Trustee: Justine O’Driscoll Trustee: Joyce Kane
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