The Constitution

The Constitution of the Waltham Village Institute

Charity No. 521518

As set out in the original 1953 conveyance

THE FIRST SCHEDULE

The Charity shall be administered and managed by the members of the Committee of Management hereinafter referred to as the Trustees thereof.

1. ‘’The trust premises" shall be held upon trust for the purposes of physical and mental training and recreation and social, moral and intellectual development through the medium or reading and recreation rooms, library, lectures classes recreations and entertainments or otherwise as may be found expedient for the benefit of the inhabitants of the Parish of Waltham in the County of Leicester and its immediate vicinity, without distinction of sex or of political, religious or other opinions.

2. The general management and control of the Trust premises and the arrangements for their use shall be vested in a committee of management (hereinafter called "the Committee"), consisting of not more than twenty Members (exclusive of members co-opted) of whom five shall be elected at each appointment of members at the Annual General Meeting.  The organisations mentioned in the Second Schedule hereto, shall each have the right to appoint one member of the Committee on the occasion of each annual appointment of members at the Annual General meeting. In addition to the members of the Committee appointed and elected as above, the Committee shall have the power to co-opt not more than five members to represent abilities and interests in the said Parish not represented by those elected.

3. There shall be an Annual General meeting, to be convened by the Committee in the month of July in each year [the first of such meetings was convened in July 1954].  A minimum of one week's notice of the Annual General Meeting is to be given by affixing notices to some conspicuous part of the trust premises or other conspicuous place or places in the Parish. This shall invite inhabitants of the Parish of Waltham of the age of eighteen years or upwards of either sex, to attend for the purpose of receiving the Report and Accounts of the Committee, for accepting the resignations of members of the Committee and for the purpose of electing Five members under clause 2 hereof and for taking such action it may decide under clause 7 hereof.  If in any year an Annual General Meeting shall not be convened and held in the month of July, the Annual General Meeting for that year shall be held as soon as practicable after the month of July.

N.B. In recent years, to maximise attendance, the Annual General Meeting is held in September.

4. The Committee shall have power by a resolution of the Committee passed at a meeting, at which not less than two thirds of all the members of the committee vote in favour of the Resolution, to allow any existing organisation in the said Parish not mentioned in the second schedule hereto and any other organisation which may hereafter be formed in the said Parish having aims of a social, recreational or educational character, consistent with those upon which the trust premises are held;  to appoint an additional member to the Committee. For this purpose the total number of members of the Committee, as provided for in clause 2 above, may be increased. But no such resolution shall be effective until it has been approved by the Charity Commission

5. All members of the Committee shall retire annually at the Annual General Meeting. Every organisation entitled to appoint a member to the Committee shall make the appointment at any time within one month before the Annual General Meeting.  Should this be a new member, to take the place of an existing retiring member, the retiring member of the Committee shall retire at the Annual General Meeting.  

6. A casual vacancy arising from the death, resignation or removal of an appointed member of the Committee shall be filled by the organisation by which such member has been appointed. The person so appointed shall retire at the time when the vacating member would have retired. In the event of a vacancy arising through the death, resignation or removal of a member of the Committee elected at the Annual General Meeting, the Committee shall have power to fill such vacancy until the next Annual General Meeting.

7. If any organisation entitled to appoint a member of the Committee ceases to exist or fails to make an appointment before the Annual General Meeting in any year, the Annual General Meeting shall decide in what way, if at all, the vacancy shall be filled.

8. The proceedings of the Committee shall not be invalidated by any vacancy among its members or by any defect in the appointment or qualification of any member.

9. The Committee may from time to time make and alter Rules and Regulations for the conduct of its business, recording all such decisions in the  Minute Book of its meetings, with particular reference to:

(a) The terms and conditions upon which the Trust premises may be used for entertainments, meetings, social gatherings and other purposes and the sum (if any) to be paid for such use,

(b) The appointment of an Auditor, Treasurer and such other unpaid officers as it may consider necessary and the fixing of their respective terms of office.

(c) The engagement and dismissal of paid officers and employees for the Trust premises as it may consider necessary.

N.B. The number of Members who shall form a quorum, shall never be less than a third of the total number of members of the Committee.

10. All payments in respect of the use of the Trust premises and all donations for the benefit thereof shall be paid into a ‘Trust’ Account at the Midland Bank Ltd. at Melton Mowbray or at such other Bank as shall from time to time be substituted therefor by the Committee. Any such substitution is to be endorsed by the Committee with a copy of the resolution relating thereto held in the Minute Book.

11. The moneys held in credit of the said Account shall be applied, as the Committee shall decide, in repairing, improving and insuring the trust premises, the furniture and effects therein and in paying all rent (if any), rates, taxes, salaries of paid officers and employees and other outgoings. To also provide furniture, games, books, newspapers, periodicals, other means of recreation and otherwise for the upkeep and improvement of the trust premises.

12. The Committee shall provide the Trustees with sufficient funds to meet all such expenditure (if any) in connect ton with the trust premises as the Trustees may be liable for and shall keep the Trustees indemnified against all liability (if any) in respect thereof.

13. The Committee may from time to time, upon the vote of a majority of its members and (when necessary) with the consent of the Charity Commission, obtain such advances on the security of the Trust premises or any part thereof, by mortgage or otherwise as may be required for maintaining, extending or improving the property or any part thereof, or for erecting any buildings thereon or for work carried on therein.

14. If the Committee by a majority decides at any time that on the grounds of expense or otherwise it is necessary or advisable to discontinue the use of the trust premises in whole or in part, it shall call an extraordinary meeting of the inhabitants of the Parish of Waltham of the age of eighteen years or upwards. Notice of such a meeting shall be given with not less than fourteen days notice, stating that such a resolution will be proposed thereat. The notices shall be posted in a conspicuous place or places on the Trust premises and throughout the Parish and advertised in a newspaper circulating in the said Parish. If a decision shall be confirmed by a majority of the inhabitants present at the meeting, the Committee may with the consent of the Charity Commission, let or sell the Trust premises or any part thereof. All moneys arising from such letting or sale (after payment of any liabilities properly payable thereof) shall with the consent as above, be used either in the purchase of other premises approved by the Committee to be held by the Trust for the purposes of and subject to the provisions as set out in this document, or as near thereto as circumstances will permit. If this is not achievable, the funds arising shall be put to other charitable purposes or objects for the benefit of the inhabitants of the Parish of Waltham as may be approved by the Charity Commissioners. Meanwhile such moneys held shall be invested in the names of the Official Trustees of Charitable Funds and any income arising therefrom shall be accumulated (for such time as may be allowed by law) by investing the same with any resulting income added to the capital value of such investments to be used for any purpose for which the income of the trust premises may properly be applied.

15. Elected members shall be appointed at the Annual General Meeting of the Charity to be held as before set out and shall be entitled to hold office from the end of the Annual General Meeting at which they are appointed  until the end of the Annual General .Meeting in the following year.

16. First Elected Members

17. First Representative Trustees

18. Declaration by Members: No person shall be entitled to act as a Member whether on a first or on any subsequent entry into office until they have signed the Minute Book of the Committee, giving a declaration of acceptance and of a willingness to act as a Trustee of the scheme.

19. Determination of Membership: Any Member who is adjudged bankrupt or makes a composition or arrangement with his creditors or who is incapacitated from acting or who communicates in writing to the Committee a wish to resign shall thereupon cease to be a Member

20. Temporary provisions of first Annual General Meeting

21. First meeting of the Committee

22. Chairman:  At the first meeting in each year after the Annual General Meeting of the Charity, the Committee shall elect one or their members to be chairman of the meetings of the Committee until the commencement of the first meeting after the Annual General Meeting in the following year. The Chairman shall always be eligible for re-election. If at any meeting of the Committee the chairman is not present within ten minutes after the time appointed for holding the meeting and there is no  Vice-Chairman present, the Members present shall choose one of their number to be Chairman of the meeting

23. Voting: Every matter shall be determined by the majority of votes of the Members present voting on the proposal. In the case of equality of votes, the chairman of the meeting shall have a casting vote whether he has or has not previously voted on the same proposal. No other member in any other circumstances shall have more than one vote.

24. Members not to be personally interested: No Member shall receive any remuneration or be interested in the supply of work or goods at the cost of the Charity.

25. Questions under the Scheme: Any question as to the construction of this Scheme or as to the regularity or the validity of any acts done or about to be done under this Scheme shall be determined conclusively by the Charity Commission upon such application made to it.

Notes

1. All reference to the ‘Minister of Education’ in the original Constitution Conveyance document have been replaced by the Charity Commission
2. All wording of clauses relating to the initial setup and first meetings have been omitted from this version as no longer relevant, although the headings remain

3. Terminology and wording has been modified from that within the original conveyance document to modern English usage without detracting from the original intent

The second Schedule