City of Winchester Trust
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The City of Winchester Trust Ltd



• The Articles of Association allow for the Trust to have a Board of Trustees (the Council) comprising not less than three Trustees but with no maximum. In practice this has meant approximately 18-20 Trustees at a time.

• Trustees are elected by the membership of the Trust, usually at the AGM. They may be co-opted by the Council prior to that. The term of office is three years, but Trustees who are willing to stand again may be re-elected as many times as the membership wishes.

• The following extract from the Articles of Association describes the power of Trustees:

Subject to the provisions of the Companies Acts, the Memorandum and the Articles and to any direction given by special resolution, the business of the Trust shall be managed by the Trustees who may exercise all the powers of the Trust .......

……In addition to all powers hereby expressly conferred upon them and without detracting from the generality of their powers under the Articles the Trustees shall have the following powers, namely:

(a) to expend the funds of the Trust in such a manner as they shall consider most beneficial for the achievement of the objects and to invest in the name of the Trust such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the objects of the Trust;

(b) to enter into contracts on behalf of the Trust.

• The Articles of Association also describe the way the Trustees must operate. In practice this means that Trustees meet as a Council on the first Tuesday of each month, and occasionally at other times, to direct and delegate the business of the Trust. Trustees are expected to attend these meetings and the AGM and any EGMs unless exceptionally they are unable to do so, in which case they are requested to tender their apologies to the Secretary in advance.

• Other business of the Trust is carried out through its groups and Committees, which have certain delegated authorities. Trustees are encouraged to contribute fully to projects and activities, making use of their skills and experience to further the objects of the Trust.

• Trustees are expected to represent the views and interests of the Trust at all times when representing the Trust.

• On the reverse of this page are extracts from Charity Commission guidance on being a trustee. All Trustees should comply with the responsibilities and rules set out on the next page, entitled ‘Being a Charity Trustee’.


Summary of responsibility

Charity Trustees are responsible for controlling the management and administration of a charity. They have and must accept ultimate responsibility for directing the affairs of a charity, and ensuring that it is solvent, well-run, and delivering the charitable outcomes for which it has been set up.

General responsibilities

Trustees must:

1. Ensure that the charity complies with charity law, and with the requirements of the Charity Commission as regulator; in particular ensure that the charity prepares reports on what it has achieved and annual returns and accounts as required by law.

2. Ensure that the charity does not breach any of the requirements or rules set out in its governing document and that it remains true to the charitable purpose and objects set out there.

3. Comply with the requirements of other legislation and other regulators (if any) which govern the activities of the charity.

4. Act with integrity, and avoid any personal conflicts of interest or misuse of charity funds or assets.

5. Ensure that the charity is and will remain solvent.

6. Use charitable funds and assets reasonably, and only in furtherance of the charity’s objects.

7. Avoid undertaking activities that might place the charity’s endowment, funds, assets or reputation at undue risk.

8. Take special care when investing the funds of the charity, or borrowing funds for the charity to use.

9. Use reasonable care and skill in their work as Trustees, using their personal skills and experience as needed to ensure that the charity is well-run and efficient.

10. Consider getting external professional advice on all matters where there may be material risk to the charity, or where the Trustees may be in breach of their duties.

Financial Conduct of Trustees

Trustees are not entitled to receive any payment out of the charity’s funds other than reasonable and necessary out-of-pocket expenses, such as the cost of travel to attend Trustee meetings. Additionally, they must not benefit, either directly or indirectly, from the charity by, for instance:

• taking a lease of the charity’s property;

• borrowing money from the charity; or

• making contracts to do business with the charity.

Trustees must ensure that any fundraising activity carried out by, or on behalf of, their charity is properly undertaken, and that all funds collected are properly accounted for.

Personal Conduct of Trustees

Trustees must act reasonably and prudently in all matters relating to the charity and need always to bear in mind that their prime concern is its interests. They must not let any personal views or prejudices affect their conduct as Trustees. They must exercise an appropriate degree of care in administering their charity.

Public Benefit

There is a general requirement that a charity’s activities are carried out for the public benefit. As long as they comply with the general purposes of the charity, this will normally be the case.

Trustees must be able to explain how the activities support its purposes and understand how the charity benefits the public by carrying out those purposes. In fulfilling this requirement, it is important that Trustees review and, if necessary, update their charity’s objects from time to time and regularly plan and review the work of the charity.

[Revised March 2016]