Table of Contents

DEFINITIONS……………………………………………………………………………………………………………… 1

• NAME……………………………………………………………………………………………………………………. 2
• OWNERSHIP……………………………………………………………………………………………………….. 2
• MEMBERSHIP……………………………………………………………………………………………………… 2
• OBJECTS……………………………………………………………………………………………………………… 2
• POWERS AND RESPONSIBILITIES……………………………………………………………………. 2
• COMMITTEE MEMBERSHIPS……………………………………………………………………………… 3
• NO PERSONAL BENEFIT……………………………………………………………………………………. 4
• NOTICE………………………………………………………………………………………………………………… 4
• VOTING………………………………………………………………………………………………………………… 4
• QUORA……………………………………………………………………………………………………………… 5
• ANNUAL GENERAL MEETING………………………………………………………………………… 5
• SPECIAL GENERAL MEETING………………………………………………………………………… 5
• HALL COMMITTEE MEETINGS………………………………………………………………………… 6
• EXECUTIVE MANAGEMENT COMMITTEE……………………………………………………… 6
• INDEMNITY of TRUSTEES and MANAGEMENT COMMITTEE……………………….. 7
• AMENDMENT of CONSTITUTION…………………………………………………………………….. 7
• DISSOLUTION…………………………………………………………………………………………………… 7

DEFINITIONS:

The Trust is Oldbury-on-Severn War Memorial Hall Trust.

The Trust Premises is Oldbury-on-Severn War Memorial Hall and its curtilage. The Trustees consists of all current members of Oldbury on Severn Parish Council.

The Hall Committee (HC) and Executive Management Committee (EMC) are appointed to manage the hall in accordance with section 5 onward of this document.

Full Membership of the Trust is open to those over 18years of age and residing in the parish of Oldbury on Severn

Associate Membership of the Trust is open to those over 18 years of age and residing without the Parish of Oldbury on Severn

Village Organisations means those organisations, operating mainly or wholly within the Parish of Oldbury-on-Severn and in the interests of Parishioners, who are deemed at the Annual General Meeting to have an active interest in the operation of the Trust Premises and thus are invited by the AGM to appoint one representative to sit on the Hall Committee for the following year. These may include groups who meet regularly at the hall (a minimum of six meetings in the last twelve months), or who provide funding or services to assist in the running of the hall.

These may include private profit making enterprises and social/community groups run by and for their members, providing in both cases that the purpose for which they use the hall is open to and deemed to be of benefit to residents of the parish. The current list is given at appendix A.

1. NAME

The registered name of the charity is OLDBURY-ON-SEVERN WAR MEMORIAL HALL. Registered Charity Number 1049492.

2. OWNERSHIP

Ownership of the property known as Oldbury-on-Severn War Memorial Hall is vested in the Oldbury on Severn Parish Council as Sole Trustee.

3. MEMBERSHIP

All residents of Oldbury-on-Severn aged 18 and over are eligible to be Full Members of the Oldbury-on-Severn War Memorial Hall Trust. People residing without the parish boundary of Oldbury on Severn aged 18 and over are eligible to be Associate Members of the Oldbury on Severn War Memorial Hall Trust

 4. OBJECTS

The Trust Premises, the Trust funds and its income shall be applied for the purposes of provision and maintenance of a village hall for the use of the inhabitants of the Parish of Oldbury-on-Severn and the surrounding area, without distinction of sex, sexual orientation, age, disability, nationality, race or political, religious or other opinions, including use of the Trust Premises 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. The Trust Funds may also be used to maintain the Brass Tablet erected in the Parish Church.

5. POWERS AND RESPONSIBILITIES

The Parish Council may exercise such powers as it sees fit in lawful furtherance of the above Objects, and will review the minutes and actions of the Hall Committee and the Executive Management Committee at each bi-monthly meeting of the Parish Council. .

The Parish Council may devolve management of the Trust to the Executive Management Committee.

The Hall Committee shall be responsible for:

• overseeing the objects of the Trust on a strategic basis and endorsing or otherwise, as they see fit, the actions of the Executive Management Committee;
• representing the interests of hall users and other interested parties;
• electing the Executive Management Committee from within its

The Executive Management Committee shall be responsible for the day-to-day management of the Trust Property including:

• determining spending of the Trust funds;
• ensuring that Trust resources are used efficiently, to provide maximum benefit to
• Setting hire charges, preparing budgets and managing accounts;
• Administration of bookings;
• General maintenance and provision of services;
• Planning of future capital projects g. upgrades or refurbishment of facilities;
• Organising fundraising events;
• Promoting the hall both within and outside the parish;
• Setting up any working groups / working parties to organise or carry out specific events or tasks – such groups may include people from outside the Hall Committee;
• Reporting their actions to the Hall Committee.
• Maintain policies and procedures to show good governance

Notwithstanding any of the above points, the EMC will be expected to ensure that the Trustees are aware of and in agreement with any significant developments or actions undertaken. This shall be done by way of an annual meeting between the Trustees and the EMC, to take place in October or November of each year, as well as via the regular attendance of Trustee representatives at EMC & Hall Committee meetings.

6. COMMITTEE MEMBERSHIPS

• The Hall Committee (HC) consists of:
  • At least one, but not more than three, members of the Trustees, to be nominated by the Parish Council;
  • Representatives of Village Organisations nominated by those organisations to represent their interests;
  • Additional members, elected by the AGM.
• The Executive Management Committee (EMC) is elected from within the Hall Committee membership and consists of a maximum of 8 members:
  • Chair
  • Vice-Chair
  • Secretary
  • Treasurer
  • One representative of the Trustees (to be nominated by the Parish Council)
  • Additional roles, as deemed necessary by the EMC to fulfil the objects of the
  • If extra people are required for specialist advice the EMC may co-opt them as non- voting members for as long as may be.

7. NO PERSONAL BENEFIT

7.1      No member of any Committee of the Hall may personally benefit from their membership of the Hall or its Committees.

7.2.     All members of any Committee shall at the commencement of the meeting, declare any pecuniary or other interest pertaining to items on the agenda, where such interest might reasonably be seen to potentially influence their vote. They should not take part in discussion or voting on the relevant items

For the avoidance of doubt sections 8 to 10 apply to all meetings.

8. NOTICE

• At least 10 clear working days’ notice must be given for all meetings. In the event of an emergency the Chair of the EMC may call an emergency meeting of the EMC or the HC with the consent of the Trustees with 3 working days’ notice. All notices must be placed on the Hall notice board and on the Community Website. All committee members should be given notice personally.
• All notices must include the agenda for the meeting. No business shall be decided other than that which is detailed on the agenda.
• All meetings shall be chaired by the Chair of the EMC, or in his or her absence by the Vice-Chair. If neither of these officers are present, those Hall Committee members present shall elect one of their number to chair the
• Minutes of all meetings, including all resolutions and decisions, shall be prepared and circulated to HC and EMC members, the Parish Clerk and a copy placed on the community website within two weeks of the

9. VOTING

9.1      All Full Members and Associate Members may address any meeting at the discretion of the Chair.

9.2.     Only Full Members present may vote at any General Meeting (for the avoidance of doubt this includes Annual and Special)

9.3      At the AGM Full Members may nominate and vote for any Member (Full Member or

Associate Member) to the HC.

9.4.     Those nominated to membership of the HC or EMC will require to be proposed and seconded.

• Any Associate Member who is elected to the HC will be immediately upgraded to Full That person will remain a full Member until he/she leaves the HC at which point he/she will revert to Associate Member.
• Should there be multiple nominations for EMC positions, voting lists will be
• All other motions at AGMs, GMs, HC or EMC meetings may be taken by a show of hands at the discretion of the Chair unless specifically requested when a paper ballot will be required.
• Voting will be carried by a majority decision. In the event of a tied decision, the Chair will hold an additional, casting vote.

10. QUORA

• The Quorum for a General Meeting will be 15 Full Members.
• The Quorum for a HC meeting will be one third of the membership of the HC (rounded down to the nearest whole number).
• The Quorum for an EMC will be 4 members of the EMC.
• In the event that no quorum is present or the meeting has to be abandoned, the meeting shall stand adjourned and be reconvened not less than 21 days later, clear notice of this being given in the same fashion as was required for the original
• Should the reconvened meeting still not be quorate the matter shall be referred to the PC for a determination.

11. ANNUAL GENERAL MEETING

• An Annual General Meeting of the Trust shall be held once a year in or near the month of February, at such time and place as the EMC shall decide.
• At the start of the meeting each Village Organisation shall hand the name of its nominated representative for the coming year to the Chairman
• The business of the Annual General Meeting shall be:
  1. To receive and approve the Annual Report of the EMC, which shall include a report of the Accounts of the Trust for the preceding financial year and a report of the work and activities of the Trust;
• To appoint such auditors or independent examiners as are required by law to audit and/or examine the Accounts of the Trust for the forthcoming financial year
• At this point all members of the old HC and EMC will stand down except for the outgoing Chairman who will continue to chair this and subsequent meetings of the HC up to the point at which a new Chairman of the HC is elected. (see 13.5 below.). Nothing in this clause prohibits any member from re-standing.
• To approve the list of Village Organisations each of which shall be entitled to nominate one member to the Hall Committee for the forthcoming year (a member not being entitled to represent more than one organisation).
• To nominate and vote for additional members of the Hall Committee for the forthcoming
• To consider any other business of which due notice has been given in writing to the Secretary no less than 21 days before the meeting and has been included in the notice of the meeting referred to in clause 8.1 above.

12. SPECIAL GENERAL MEETING

• A Special General Meeting may be requested at any time by:
  • the Chair of the EMC;
  • the Trustees;
  • any three members of the EMC;
  • any eight Full Members.

Such a request must be made in writing to the Secretary and must give reasons for the request.

• A Special General Meeting must be called by the Secretary within 21 days of the receipt of a written request to do

13. HALL COMMITTEE MEETINGS

• The HC will meet at least three times per year.
• The first meeting of the HC will normally, if time permits, be held immediately following the AGM. If that is not practical the first meeting will be held as soon as possible at the discretion of the outgoing Chair.
• The first item on the agenda for the first meeting of the HC will be apologies for
• The second item on the agenda for the first meeting of the HC will be declarations of
• The third item on the agenda for the first meeting of the HC will be the election of the

EMC in accordance with section 6 above.

• All those elected under clause 13.5 above will normally be expected to stand until the next Annual General They may stand for re-election at that point.
• Any other items already published on the agenda may then be dealt

14. EXECUTIVE MANAGEMENT COMMITTEE

• A member of the EMC shall cease to hold office if he or she:
  • is disqualified from holding office by virtue of Section 72 of the Charities Act 1993 (or any statutory modification or re-enactment of that provision), or
  • becomes incapable by reason of mental disorder, illness or injury of managing his or her affairs, or
  • is absent without permission of the EMC from all its meetings held within any period of six months and the EMC resolves that he or she shall cease to hold office, or
  • gives written notice of resignation to the Secretary
• If a vacancy among the EMC occurs by death, resignation or disqualification, the EMC shall have the power to fill it from among the Hall Committee members or, if this fails, seek a co-optee to fill the Any such co-option should be ratified by the HC.
• The EMC shall meet at a frequency determined by its members, but not less than once every three
• The EMC shall have the power to enter into contracts for the purposes of the Charity on behalf of all members at all times to keep in repair and sufficiently insured against fire, theft, public liability and other insurable risks and may exercise on behalf of the Charity the powers referred to in Clause 5 above *NB SEE BELOW
• The EMC shall ensure that the Trust complies with its obligations under the Charities Act 1993 (or any statutory modification or re-enactment of that Act) with respect to the keeping of accounting records for the Trust, preparation of annual statements of the accounts for the Trust, auditing or independent examination of such statements, the preparation of an annual report and annual return, and transmission of such reports, returns and statements to the Charity Commission for England and
• The EMC may receive any additional donations or endowments for any special objects connected with the charity not inconsistent with this

15. INDEMNITY of TRUSTEES and MANAGEMENT COMMITTEE

15.1     The EMC will insure the Sole Trustee, the Trustees, the EMC and the HC against all liabilities properly (i.e. not illegally or recklessly) incurred by them. *NB SEE BELOW

16. AMENDMENT of CONSTITUTION

16.1     The constitution is the property of the Trustees. Any amendments may be proposed by the HC or EMC and referred to a general meeting. If agreed by a general meeting the proposal will be referred to the Trustees for a decision.

 17. DISSOLUTION

• If the HC or EMC decides at any time that on the ground of expense or otherwise it is necessary or desirable to dissolve the Trust, it shall call a meeting of the Trustees, at which only the Trustees will be voting
• If in agreement with the HC or EMC the Trustees will call a public meeting of all persons over 18 years of age residing in the Parish, of which not less than 21 days’ notice shall be
• If the meeting supports the decision the Trust will be
• All remaining assets must be applied for charitable purposes the same or similar to those of Oldbury-on-Severn War Memorial

*NB SEE BELOW

Insurance aspects are being investigated at the present. KSS 19.05.20

Appendix A – Village Organisations

The following were deemed at the Annual General Meeting of the Hall Committee held on 18^th February 2020 to be ‘village organisations’ as defined in this constitution for the following year.

These organisations are therefore eligible to propose or elect one representative to sit on the Hall Committee until the next AGM.

1. Oldbury Village Cinema Club
2. Oldbury-on-Severn Village History Group
3. Oldbury-on-Severn Community Shop
4. Oldbury-on-Severn Youth Club
5. Oldbury-on-Severn Cricket Club
6. 4Ward magazine
7. Oldbury-on-Severn CEVC School
8. Karen Porter Pilates
9. Belinda Orford Dance