1. The Trust shall be called The Romney Marsh Historic Churches
Trust.
2. The objects of the Trust shall be to preserve and maintain the fabric
of the churches of Brenzett, Brookland, Burmarsh, Dymchurch, East Guldeford,
Fairfield, Ivychurch, Lydd, Newchurch, New Romney, Old Romney, St.Mary
in the Marsh, Snargate and Snave and the ruined churches of Broomhill,
Eastbridge, Hope, and Midley, in the counties of Kent and East Sussex and
for other religious purposes in connection with the said churches and to
advance the education of the public in the history and architecture of
the said churches.
3. In furtherance of the above objects but not otherwise the Trust shall have the following powers:-
(a) To make grants for the work of repair, maintenance and restoration
of the fabric of the churches mentioned above as the respective Parochial
Church Councils may request and as the Executive Committee may approve.
(b) To act as an advisory body.
(c) To raise funds and to invite and receive contributions from any
person or persons whatsoever by way of subscription donation and otherwise
provided that the Trust shall not undertake any permanent trading activities
in raising funds for its primary charitable objects.
(d) To do all such lawful acts or things as are necessary for the attainment
of the objects of the Trust, and so far as may be necessary or desirable
to do such acts in collaboration with any person, body, institution, authority
or otherwise.
4. Membership of the Trust shall be open to any person who is interested
in the said objects of the Trust and the annual subscription shall be determined
by resolution of the Annual General Meeting from time to time.
5. The management of the Trust shall be vested in a council consisting
of not more than 24 members (hereinafter called "the Council") PROVIDED
THAT the Council shall have power to co-opt not more than two additional
members and shall also have power to fill any casual vacancy.
6. Two Patrons may be elected by the Annual General Meeting. Two Presidents
and any number of Vice-Presidents may be elected annually by the Annual
General Meeting. The Chairman, Honorary Treasurer and Honorary Secretary
shall be elected annually by the Council and the chairman for the time
being of the Council shall also be the Chairman of the Annual General Meeting.
7. The members of the Trust shall at the first meeting after the adoption
of these rules and at every Annual General Meeting thereafter elect the
Council. Each member thereof shall take office at the end of the meeting
at which they are elected and shall hold office until the end of the third
Annual General Meeting after the meeting at which they were elected. Any
member co-opted to the Council to fill any casual vacancy shall hold office
until the next Annual General Meeting. All members of the Council shall
be eligible for re-election to serve a further term or further terms of
office.
8. There shall be at least one general meeting of the Trust every year
and the Council shall meet as often as shall be found necessary.
9. The Council shall appoint an Executive Committee to deal with business
arising between meetings of the Council, of which the Chairman, Honorary
Treasurer and Honorary Secretary shall be ex officio members, together
with such other members of the Trust as are appointed by the Council.
10. Once in every year the Council shall convene an Annual General Meeting
of the Trust which all members shall be entitled to attend, for the purpose
of receiving the annual report of the Council, the annual statement of
accounts, for accepting resignations of members of the Council, for electing
representatives to serve on the Council, for appointing an auditor or auditors,
for making recommendations to the Council and, whenever necessary, for
voting on proposals to amend the rules as herein provided.
11. The Chairman of the Council or the Honorary Secretary may at any time at their discretion and shall within twenty-one days of receiving a written request so to do signed by not less than twenty members having the power to vote and giving the reasons for the request, call a special General Meeting of the Trust for the purpose of altering the rules in accordance with the provisions hereof or of considering any other matter which may be referred to the members by the Council or for any other purpose.
12. (a) All questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote thereat. No member shall exercise more than one vote but in the case of an equality of votes the Chairman shall have a second or casting vote.
(b) Six members of the Council shall constitute a quorum for meetings
of the Council. The quorum for meetings of the executive committee shall
be such number as shall be determined by the Council. Twelve members shall
form a quorum at General Meetings of the Trust.
(c) Minute books shall be kept by the Trust, the Council and the Executive Committee and the appropriate Secretary shall enter therein a record of all proceedings and resolutions.
13. (a) All moneys raised by or on behalf of the Trust shall be applied to further the objects of the Trust and for no other purpose.
(b) Accounts shall be kept by the Honorary Treasurer and shall be examined
annually and presented to members at the Annual General Meeting, A statement
of the accounts shall be made available to all members of the Trust.
14. The title of all and any property which may be acquired by or for
the purposes of the Trust shall be vested in Trustees who shall be appointed
by the Council and who shall enter into a Deed of Trust setting forth the
purposes and conditions under which they hold the said property in trust
for the Trust. The number of Trustees shall not be less than two nor more
than four.
15. Any member may determine his or her membership at any time by notice
in writing to the Honorary Secretary.
16. No amendment shall be made to these rules except by a resolution
passed by a simple majority of members present and entitled to vote at
a General Meeting. No alteration may be made to the objects of the Trust
without the prior approval of the Charity Commissioners and no alteration
may be made the effect of which would cause the Trust at any time to cease
to be a Charity at law.
17. At any time before the dissolution of the Trust the members of the
Trust may agree by resolution in General Meeting to transfer the Trust
property to a company limited by guarantee established for charitable purposes
in substance the same as those pursued by the Trust.
18. The dissolution of the Trust may be effected only by a resolution
passed by a two-thirds majority of the members of the Trust present in
person or by proxy at a special General Meeting convened for that purpose
and of which notice has been served on every then member at his or her
last known address in the United Kingdom. Any assets remaining on dissolution
of the trust after satisfying all outstanding debts and liabilities shall
not be distributed amongst the members of the Trust but shall be given
or transferred to some other charitable organisation or organisations having
similar objects.
19. Trust moneys may be invested in the purchase of or at interest upon the security of such freehold and/or leasehold property stocks funds shares securities policies or assurance or other investments of whatsoever nature and wheresoever and whether involving liability or not and whether producing income or not as the Council shall in its absolute discretion think fit to the intent that the Council shall have the same full and unrestricted powers of investing and transposing investments in all respects as if it were absolutely entitled thereto beneficially.
Clause 14 of the Constitution of the Trust shall have effect as if the
title of all and any property which may be acquired by or for the purposes
of the Trust may also be vested in a corporation lawfully entitled to act
as custodian trustee.
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