This constitution is a reflection of the Deed of Trust that was made in 2006, in order to create the Kingspan Insulation Community Trust, and an Amendment Deed made in 2012 to reflect the changing scope of the Trust. It is not a facsimilie of the Deed itself. The Deed of Trust is available from the Charity Commission.
The charitable trust (“the Charity”) shall be administered by the Trustees. (In this constitution, the expression “the Trustees” refers to the individuals who are the Trustees of the charity at any given time. It includes the first Trustees and their successors. The word “Trustee” is used to refer to any one of the Trustees.)
The Charity shall be called The Kingspan Insulation Community Trust but the Trustees may by resolution change the Charity’s name from time to time. Before doing so they must obtain the written approval of the Charity Commissioners for England and Wales (“the Commission”) for the new name.
Application of Income
The Trustees must apply the income of the Charity in furthering the following objects (“the objects”):
- to support with funding for the benefit of the inhabitants of such Parishes as the Trustees shall in their absolute discretion determine; such projects as the Trustees shall in their absolute discretion determine, concerned with the conservation, protection and improvement of the physical and natural environment;
- to support with funding for the benefit of the inhabitants of such Parishes as the Trustees shall in their absolute discretion determine; such projects as the Trustees shall in their absolute discretion determine, concerned with the conservation of the physical and natural environment by promoting diversity;
- to support with funding for the benefit of the inhabitants of such Parishes as the Trustees shall in their absolute discretion determine; such projects as the Trustees shall in their absolute discretion determine, concerned with the promotion and facilitation of participation of young people in healthy recreation in the interests of health and fitness; and
- to support with funding for the benefit of the inhabitants of such Parishes as the Trustees shall in their absolute discretion determine; such projects as the Trustees shall in their absolute discretion determine, concerned with advancing the education of the public in issues of road safety with the object of reducing death and injury on the roads particularly by promoting safe practices in relation to road use.
Application of Capital
At their discretion, the Trustees may spend all or part of the capital of the Charity in furthering the objects.
In addition to any other powers they have, the Trustees may exercise any of the following powers in order to further the objects (but not for any other purpose):
- to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
- to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects;
- to create such advisory committees as the Trustees think fit;
- to do any other lawful thing that is necessary or desirable for the achievement of the objects.
Nothing in this constitution restricts or excludes the exercise by the Trustees of the powers given by the Trustee Act 2000 as regards investment, the acquisition or disposal of land and the employment of agents, nominees and custodians.
In addition to their statutory powers, the Trustees may delegate any of their powers or functions to a committee of two or more Trustees. A committee must act in accordance with any directions given by the Trustees. It must report its decisions and activities fully and promptly to the Trustees. It must not incur expenditure on behalf of the Charity except in accordance with a budget previously agreed by the Trustees.
The Trustees must exercise their powers jointly at properly convened meetings except where they have:
- delegated the exercise of the powers (either under this provision or under any statutory provision); or
- made some other arrangements, by regulations under their “General Powers to Make Regulations”.
The Trustees must consider from time to time whether the powers or functions which they have delegated should continue to be delegated.
Duty of Care and Extent of Liability
When exercising any power (whether given to them by this constitution, or by statute, or by any rule of law) in administering or managing the Charity, each of the Trustees must use the level of care and skill that is reasonable in the circumstances, taking into account any special knowledge or experience that he or she has or claims to have (“the duty of care”). No Trustee, and no one exercising powers or responsibilities that have been delegated by the Trustees, shall be liable for any act or failure to act unless, in acting or in failing to act, he or she has failed to discharge the duty of care.
The Trustees will ensure that personal data is stored and processed in a manner compliant with the Data Protection Act 1998 including its 8 principal guidelines, namely that data shall be:
- fairly and lawfully processed;
- processed for limited purposes;
- adequate, relevant and not excessive;
- not kept longer than necessary;
- processed in accordance with the data subjects' rights;
- secure; and
- not transferred to countries outside the EEA without adequate protection.
Appointment of Trustees
There must be at least five trustees. Apart from the first Trustees, every Trustee must be appointed by a resolution of the Trustees passed at a special meeting called under the “Special Meetings” clause of this constitution.
In selecting individuals for appointment as Trustees, the Trustees must have regard to the skills, knowledge and experience needed for the effective administration of the Charity (ecological Trustee only).
The Trustees must keep a record of the name and address and the dates of appointment, re-appointment and retirement of each Trustee.
The Trustees must make available to each new Trustee, on his or her first appointment:
- a copy of this constitution and any amendments made to it;
- a copy of the Charity’s latest report and statement of accounts.
The first Trustees shall hold office for the following periods respectively:
- Community Trustees - three years, at which point they may be re-appointed for a further three years, after due consideration of other candidates;
- Ecology Trustee - three years, at which point he/she may be re-appointed for a further three years, after due consideration of other candidates; and
- Kingspan Insulation Trustee - until cessation of employment by Kingspan Insulation, or three years, at which he/she may be re-appointed for a further three years.
Eligibility for Trusteeship
No one shall be appointed as a Trustee:
- if he or she is under the age of 18 years; or
- if he or she would at once be disqualified from office under the provisions of the “Termination of Trusteeship” clause of this constitution.
No one shall be entitled to act as a Trustee whether on appointment or on any re-appointment as Trustee until he or she has expressly acknowledged, in whatever way the Trustees decide, his or her acceptance of the office of Trustee of the Charity.
Termination of Trusteeship
A Trustee shall cease to hold office if he or she:
- is disqualified from acting as a Trustee by virtue of section 72 of the Charities Act 1993 or any statutory re-enactment or modification of that provision;
- becomes incapable by reason of mental disorder, illness or injury of managing his or her own affairs;
- is absent without the permission of the Trustees from all their meetings held within a period of two years and the Trustees resolve that his or her office be vacated; or
- notifies to the Trustees a wish to resign (but only if enough Trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings).
If a vacancy occurs the Trustees must note the fact in the minutes of their next meeting. Any eligible Trustee may be re-appointed. So long as there are fewer than three Trustees, none of the powers or discretions conferred by this constitution or by law on the Trustees shall be exercisable by the remaining Trustees except the power to appoint new Trustees.
The Trustees must hold at least one ordinary meeting each year. One such meeting in each year must involve the physical presence of those Trustees who attend the meeting. Other meetings may take such form, including videoconferencing, as the Trustees decide provided that the form chosen enables the Trustees both to see and to hear each other.
The Trustees must arrange at each of their meetings the date, time and place of their next meeting, unless such arrangements have already been made. Ordinary meetings may also be called at any time by the person elected to chair meetings of the Trustees or by any two Trustees. In that case not less than ten days’ clear notice must be given to the other Trustees.
A special meeting may be called at any time by the person elected to chair meetings of the Trustees or by any two Trustees. Not less than four days’ clear notice must be given to the other Trustees of the matters to be discussed at the meeting. However, if those matters include the appointment of a Trustee or a proposal to amend any of the trusts of this constitution, not less than 21 days’ notice must be given. A special meeting may be called to take place immediately after or before an ordinary meeting.
Chairing of Meetings
The Trustees at their first ordinary meeting in each year must elect one of their number to chair their meetings. The person elected shall always be eligible for re-election. If that person is not present within ten minutes after the time appointed for holding a meeting, or if no one has been elected, or if the person elected has ceased to be a Trustee, the Trustees present must choose one of their number to chair the meeting.
The person elected to chair meetings of the Trustees shall have no other additional functions or powers except those conferred by this constitution or delegated to him or her by the Trustees.
Subject to the following provision of this clause, no business shall be conducted at a meeting of the trustees unless at least one half of the total number of trustees at the time, or three trustees (whichever is the greater) are present throughout the meeting.
The Trustees may make regulations specifying different quorums for meetings dealing with different types of business.
At meetings, decisions must be made by a majority of the Trustees present and voting on the question. The person chairing the meeting shall have a casting vote whether or not he or she has voted previously on the same question but no Trustee in any other circumstances shall have more than one vote.
Conflict of Interest
A Trustee must absent himself or herself from any discussions of the Trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Charity and any personal interest (including but not limited to any personal financial interest).
The Trustees must keep minutes, in books kept for the purpose or by such other means as the Trustees decide, of the proceedings at their meetings. In the minutes the Trustees must record their decisions and, where appropriate, the reasons for those decisions. The Trustees must approve the minutes in accordance with the procedures, laid down in regulations made under the “General Power to Make Regulations” clause of this constitution.
General Power to Make Regulations
The Trustees may from time to time make regulations for the management of the Charity and for the conduct of their business, including:
- the calling of meetings;
- methods of making decisions in order to deal with cases or urgency when a meeting is impractical
- the deposit of money at a bank;
- the custody of documents; and
- the keeping and authenticating of records. (If regulations made under this clause permit records of the Charity to be kept in electronic form and requires a Trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.)
The Trustees must not make regulations which are inconsistent with anything in this constitution.
Accounts, Annual Report and Annual Return
The Trustees must comply with their obligations under the Charities Act 1993 with regard to:
- the keeping of accounting records for the Charity;
- the preparation of annual statements of account for the Charity;
- the auditing or independent examination of the statements of account of the Charity;
- the transmission of the statements of account of the Charity to the Commission;
- the preparation of an annual report and its transmission to the Commission.
The Trustees must notify the Commission promptly of any changes to the Charity’s entry on the Central Register of Charities.
Any bank or building society account in which any of the funds of the Charity are deposited must be operated by the Trustees and held in the name of the Charity. Unless the regulations of the Trustees make other provision, all cheques and orders for the payment of money from such an account shall be signed by at least two Trustees.
Trustees not to Benefit Financially from their Trusteeship
Unless expressly authorised in writing in advance by the Commission to do so, no Trustee may buy goods or services from the Charity, or sell goods or services to the Charity or receive remuneration, or receive any other financial benefit from the Charity or from any trading company owned by the Charity.
Repair and Insurance
The Trustees must insure suitably in respect of public liability and employer’s liability.
The Trustees may use the Charity’s funds to meet any necessary and reasonable expenses which they incur in the course of carrying out their responsibilities as Trustees of the Charity.
Amendment of Constitution
The Trustees may amend the provisions of this constitution, provided that:
- no amendment may be made to the “Application of Income”, “Duty of Care”, “Trustees not to Benefit Financially from their Trusteeship” or “Dissolution” clauses or this clause without the prior consent in writing of the Commission; and
- no amendment may be made whose effect is that the Charity ceases to be a charity at law.
Any amendment of this constitution must be made by deed following a decision of the Trustees made at a special meeting.
The Trustees must send to the Commission a certified copy of the Deed of Trust effecting any amendment made under this clause within three months of it being made.
The Trustees may dissolve the Charity if they decide that it is necessary or desirable to do so. To be effective, a proposal to dissolve the Charity must be passed at a special meeting by a two-thirds’ majority of the Trustees. Any assets of the Charity that are left after the Charity’s debts have been paid (‘the net assets’) must be given:
- to another Charity (or other charities) with objects that are no wider than the Charity’s own, for the general purposes of the recipient Charity (or charities); or
- to any Charity for use for particular purposes which fall within the Charity’s objects.
The Commission must be notified promptly that the Charity has been dissolved and, if the Trustees were obliged to send the Charity’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Charity’s final accounts.
In this constitution, all references to particular legislation are to be understood as references to legislation in force at the date the constitution was agreed and also to any subsequent legislation that adds to, modifies or replaces that legislation.