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TICCIH Statutes / DATED 22 December 1999
 English version Catalan version
DECLARATION OF TRUST
The International Committee For The Conservation of the Industrial Heritage
Follett Stock, Malpas Road,Truro, Cornwall, TR1 1QH
THIS DECLARATION OF TRUST IS MADE the 22nd December 1999 by Sir Neil Cossons of the Old Rectory, Rushbury, Shropshire ST6 7EB and Stuart Smith of Chygarth, 5 Beacon Terrace, Camborne, Cornwall TR14 7BU "the First Trustees” who together with the future trustees or trustee of this deed are referred to as "the Trustees".
WHEREAS the First Trustees hold the sum of £one thousand pounds on the trusts declared in this deed and it is contemplated that further money or assets may be paid or transferred to the trustees upon the same trusts. NOW THIS DEED WITNESSES AS FOLLOWS :
A. ADMINISTRATION
The charitable trust
constituted by this deed ("the Charity") and its property ("the Trust Fund")
shall be administered and managed by the Trustees under the name of The
International Committee For The Conservation of the Industrial Heritage
("TICCIH") or by such other names the Trustees from time to time decide with the
approval of the Charity Commissioners for England and Wales ("the
Commissioners").
B. OBJECT
The Trustees shall hold the
Trust Fund and its income upon trust to apply them for promoting and advancing
the education and international cooperation of people in safeguarding conserving
investigating documenting and researching all aspects of the industrial heritage
in the world ("the Object")
C. POWERS
In furtherance of the Object
but not otherwise the Trustees may exercise any of the following powers
:
1- to raise funds and invite and receive
contributions, provided that in raising funds the Trustees shall not undertake
any substantial permanent trading activity and shall conform to any relevant
statutory regulations.
2- to buy, take on lease
or in exchange, hire or otherwise acquire any property necessary for the
achievement of the Object and to maintain and equip it for use.
3- subject to any consents required by law, to sell,
lease or otherwise dispose of all or any part of the property comprised in the
Trust Fund.
4- subject to any consents required
by law, to borrow money and to charge the whole or any part of the Trust Fund
with repayment of the money so borrowed.
5- to
co-operate with other charities, voluntary bodies and statutory authorities
whether national or international in nature operating in furtherance of the
Object or of similar charitable purposes and to exchange information and advice
with them.
6- to establish and support any
charitable trusts, associations or institutions whether in the United Kingdom or
elsewhere in the world formed for the Object or any of them.
7- to appoint and constitute such specialist national or
international committees as the Trustees may think fit.
8- to employ such staff (who shall not be Trustees) as
are necessary for the proper pursuit of the Object and to make or reasonable and
necessary provision for the payment of pensions and superannuation to staff and
their dependents.
9- to permit any investments
comprised in the Trust Fund to be held in the name of any clearing bank, any
Trust Corporation or any Stockbroking company which is a member of the Stock
Exchange (or any subsidiary of such a Stockbroking company) as Nominee for the
Trustees and to pay any such Nominee reasonable and proper remuneration for
acting as such.
10- to delegate to any one or
more of the Trustees the transaction of any business or the performance of any
act required to be transacted or performed in the execution of the trusts of the
Trust and which is within the professional or business competence of such
Trustee or Trustees provided that the Trustees shall exercise reasonable
supervision over any Trustee or Trustees acting on their behalf under this
provision and shall ensure that all their acts and proceedings are fully and
promptly reported to them;
11- to acquire with
or without valuable consideration any legal and equitable estate or interest in
land or property and in any rights actions or privileges which the Trustees may
think necessary for the promotion of its objects and to construct maintain
demolish adapt and alter any buildings or erections or mobile structures
necessary or convenient for the objects of the Trust and to make regulations for
any property which may be so acquired.
12-
subject to such consents as may be required by law to sell improve mortgage
develop exchange lease licence dispose of turn to account or otherwise deal with
any or all of the property and rights of the Trust.
13- subject and without prejudice to any use for the
Object of the Trust by the Trustees to permit the property of the Trust or any
part of it to be used free of rent/or payment for the said objects by such
organisations or persons as the Trust may determine but subject to payment in
respect of and incidental to maintenance and use thereof and otherwise on such
terms are as agreed, or to be used otherwise for the objects of the charity
subject to payment sufficient at lease to defray the expenses in respect of
incidental to the use but not so as to interfere substantially with the use of
such property for the said objects.
14- to edit
print publish and issue either gratuitous or otherwise books papers reports
promotional material periodicals circulars articles films and other matters or
records in any form to increase public knowledge and awareness of the objects of
the Trust or any part or parts of the Trust or its property and otherwise in
furtherance of the objects of the Trust to hold conferences exhibitions seminars
workshops meetings lectures courses and discussions and otherwise carry out such
other activities as may stimulate the exchange of scientific technical practical
and organisational information relating to industrial heritage in the
furtherance of the Object.
15- to establish
promote form and support or aid in the establishment formations a board of any
charitable associations or institutions to subscribe or guarantee money for
charitable purposes in any way connected with or calculated to further the
objects of the Trust and to otherwise encourage and promote links and co-operate
with other charities voluntary bodies and governmental or non-governmental
authorities operating in furtherance of the said objects for similar charitable
objects and to exchange information and advice with them.
16- subject to such consent as may be required by law to
enter into and carry in to effect any arrangement for the transfer of the whole
or any part of the undertaking and assets of the Trust or any arrangement for
amalgamation with or any arrangement to acquire the whole or any part of the
undertaking and assets of any other charitable institution or institutions
having objects altogether or mainly similar to those of the Trust provided that
any charitable institution or institutions which may acquire any part of the
assets or undertaking of the Trust or be created as a result of any such merger
or amalgamation or in whose name on behalf of the Trust the whole or any part of
the assets or undertaking of any institution or institutions are acquired shall
prohibit the distribution of its or their income amongst its or their members to
an extent that is not less than is imposed on the Trust.
17- to do all such other lawful things as are
necessary for the achievement of the Object.
D. MEMBERSHIP
The members of the Trust
shall be such persons or organisations as are admitted to membership in
accordance with the provisions of this deed. No person shall be admitted a
member of the Trust unless his application for membership is approved by the
Trustees. There shall be two categories of membership namely individual members
and national members to which the following provisions will apply:
1- Individual membership shall be open to any
individual actively concerned with conservation investigation documentation
research interpretation or education concerning industrial heritage.
2- National membership shall be open to any sovereign
country recognised/being a member of the United Nations which has set up a
national committee which complies with such rules and regulations as are
prescribed from time to time by the Trustees and which will have appointed one
of its committee to be its national representative. Full membership for national
membership shall be conditional on the establishment of a national committee and
the employment of a national representative as aforesaid. The national
representative shall represent the relevant national committee at general
meetings of the members of the Trust. Each national member shall have one vote
which shall be exercised by the national representative.
3- An individual member or a national member shall cease
to be a member.
a- by retirement/resignation
approved by the Trustees
b- in the event of
non-payment of membership fees in two successive calendar
years
c- by removal by a majority of the
national representatives present and voting at any general
meeting
d- on dissolution of the
Trust
e- on death
4-
The Trustees reserve the right to suspend the membership of an individual member
or national member subject to such suspension being subsequently ratified by a
majority of the national representatives present and voting at the next duly
convened general meeting.
E. GENERAL MEETINGS
1-The Trust shall
hold a general meeting of the individual members and national members not less
than once in every three successive years from the date of this deed to be held
at such time and at such place as the Trustees shall determine
2- The Trustees shall be entitled to call general meetings and shall
be required to do so on the requisition of a such number of the national
representatives of the Trust as represents one third of the total number of
national representatives .
3- All general meetings
shall be called by at least 21 clear days notice, the notice to specify the time
and place of the meeting and the general nature of the business to be
transacted. The notice shall be given to all individual members and national
members and to the Trustees and the Trust’s accountants. The accidental omission
to give notice of a meeting to or the non-receipt of a notice of a meeting by
any person entitled to receive notice shall not invalidate the proceedings of
that meeting.
4- No business shall be transacted at
any general meeting unless a quorum is present. One third of the membership
entitled to vote upon the business to be transacted at the meeting and present
whether in person or by duly authorised representatives shall constitute a
quorum. If a quorum is not present within half an hour from the time appointed
for the meeting or if during a meeting there is no longer a quorum the meeting
shall stand adjourned to the same day in the next week at the same time and
place or to such time and place as the Trustees may determine.
5- The Chairman of the Trustees or in his absence some other Trustee
nominated by the Trustees shall preside as Chairman of the general meeting but
if neither the chairman nor such any other Trustee if any be present within 15
minutes after the time appointed for holding the meeting and willing to act, the
Trustees present shall elect one of their number to be Chairman and if there is
only Trustee present and willing to act he shall be Chairman.
6- If no Trustee is willing to act as a Chairman or if no Trustee is
present within 15 minutes after the time appointed for holding the meeting the
members present and entitled to vote shall choose one of their number to be the
Chairman.
7- A Trustee shall not withstanding that
he is not a member be entitled to attend and speak at any general
meeting.
8- Individual members shall be entitled to
attend and speak at general meetings but shall not be entitled to a
vote.
F. APPOINTMENT OF TRUSTEES
1- The body
of Trustees (the Board) shall be composed of not more than Fourteen Trustees.
The first Trustees shall be the following who shall hold office until the next
general meeting of the Trust.
Sir Neil Cossons / Mr Stuart
Smith
2- At the first general meeting all the
Trustees shall retire from office, and at every subsequent general meeting
one-third of the Trustees who are subject to retirement by rotation or, if their
number is not three or a multiple of three, the number nearest to one third
shall retire from office; but, if there is only one Trustee who is subject to
retirement by rotation, he shall retire. Reappointment of Trustees or the
appointment of new Trustees shall be determined by the national representatives
in general meeting.
3- the Trustees to retire by
rotation shall be those who have been longest in office since their last
appointment or reappointment, but as between persons who became or were last
reappointed trustees on the same day those to retire shall (unless they
otherwise agree among themselves) be determined by lot.
4- If the Trust at the general meeting at which a trustee retires by
rotation, does not fill the vacancy the retiring trustee shall, if willing to
act, be deemed to have been reappointed unless at the meeting it is resolved not
to fill the vacancy or unless a resolution for the reappointment of the trustee
is put to the meeting and lost.
5- No person other
than a trustee retiring by rotation shall be appointed or reappointed a trustee
at any general meeting unless:
a- he is recommended
by the trustees;
b- not less than fourteen nor
more than thirty-five clear days before the date appointed for the meeting,
notice executed by a member qualified to vote at
the meeting has been given to the Trust of the
intention to propose that person for appointment
or reappointment stating the particulars which would, if
he were so appointed or reappointed, be required
to be included in the Trust's register of trustees
together with a notice executed by that person of
his willingness to be appointed or reappointed.
G. ELIGIBILITY FOR TRUSTEESHIP
1- No
person shall be appointed as a Trustee:
a-
unless he or she has attained the age of 18 years; or
b- in circumstances such that, had he
or she already been a Trustee, he or she would have been
disqualified from office under the provision of
the following clause.
2- No person shall be
entitled to act as a Trustee whether on a first or on any subsequent entry into
office until after signing in the minute book of the Trustees a declaration of
acceptance and willingness to act in the trusts of the Trust.
H. DETERMINATION OF TRUSTEESHIP
A
trustee shall cease to hold office if he or she :
1- 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);
2- becomes incapable by reason of
mental disorder, illness or injury of managing and administering his or her own
affairs;
3- is absent without the permission of the
Trustees from all their meetings held within a period of six months and the
trustees resolve that his or her office be vacated; or
4- notifies to the Trustees a wish to resign (but only if at least two
trustees will remain in office when the notice of resignation is to take
effect).
I. VACANCIES
If a vacancy occurs the
Trustees shall note the fact in their minute book at their next meeting. Any
eligible trustee may be re-appointed. So long as there shall be fewer than two
trustees none of the powers or discretions hereby or by law vested in the
Trustees shall be exercisable except for the purpose of appointing a new trustee
or trustees.
J. TRUSTEE MEETINGS
The Trustees shall
hold at least one meeting in each year.
K. CALLING MEETINGS
The first meeting
of the Trustees shall be called by the first named trustees or if no meeting has
been called within three months after the date of this deed by any two of the
Trustees. Subsequent meetings shall be arranged by the Trustees at their
meetings or may be called at any time by the chairman or any two trustees upon
not less than ten days’ notice being given to the other trustees.
L. PRESIDENT/CHAIRMAN
The first chairman of
the Board shall ( subject to his appointment as a trustee ) be Professor Louis
Bergeron. The National Representatives at the first general meeting and
subsequently at each general meeting thereafter shall elect the President from
amongst the Trustees who shall hold office until the next general meeting of the
members The chairman shall always be eligible for re-election. If the chairman
is not present within ten minutes after the time appointed for holding a meeting
or there is no chairman the trustees present shall choose one of their number to
be chairman of the meeting.
M. SPECIAL TRUSTEE MEETINGS
A special
meeting may be called at any time by the chairman or any two trustees upon not
less than four days’ notice being given to the other trustees of the matters to
be discussed, but if the matters include an appointment of a trustee or a
proposal to amend any of the trusts of this deed then upon not less than 21
days’ notice being so given. A special meeting may be called to take place
immediately after or before an ordinary meeting.
N. QUORUM
There shall be a quorum when at
least one third of the number of trustees for the time being or two trustees,
whichever is the greater, are present at a meeting.
O. VOTING
Every matter shall be determined by
a majority of votes of the trustees present and voting on the question. The
chairman of the meeting shall have a casting vote whether he or she has or has
not voted previously on the same question but no trustee in any other
circumstances shall give more than one vote.
P. MINUTES
The Trustees shall keep minutes,
in books kept for the purpose, of the proceedings at their meetings.
Q. ACCOUNTS
The Trustees shall comply with
their obligations under the Charities Act 1993 (or any statutory re-enactment or
modification of that Act) with regard to :
1-
the keeping of accounting records for the Charity;
2- the preparation of annual statements of account for
the Charity;
3- the auditing or independent
examination of the statements of account of the Charity; and
4- the transmission of the statements of account of the
Charity to the Commissioners.
R. ANNUAL REPORT
The Trustees shall comply
with their obligations under the Charities Act 1993 (or any statutory
re-enactment or modification of that Act) with regard to the preparation of an
annual report and its transmission to the Commissioners.
S. GENERAL POWER TO MAKE REGULATIONS
Within
the limits of this deed the Trustees shall have full power from time to time to
make regulations for the management of the Trust and for the conduct of their
business, including the calling of meetings, the deposit of money at a bank and
the custody of documents.
T. BANK ACCOUNT
Any bank account in which any
part of the Trust Fund is deposited shall be operated by the Trustees and shall
be held in the name of the Charity. All cheques and orders for the payment of
money from such account shall be signed by at least two trustees.
U. TRUSTEES NOT TO BE PERSONALLY
INTERESTED
1- Subject to the provisions
of sub-clause
2- Of this clause, no trustee
shall acquire any interest in property belonging to the Charity (otherwise than
as a trustee for the Charity) or receive remuneration or be interested
(otherwise than as a trustee) in any contract entered into by the
Trustees.
3- Any trustee who is a solicitor,
accountant or other person engaged in any profession may charge and be paid all
the usual professional charges for business done by him or her or his or her
firm when instructed by the other trustees to act in a professional capacity on
behalf of the Charity: Provided that at no time shall a majority of the Trustees
benefit under this provision and that a trustee shall withdraw from any meeting
of the Trustees at which his or her own instruction or remuneration, or that of
his or her firm, is under discussion.
V. MANAGEMENT OF LAND
Subject to any consents
which may be required by law, the Trustees shall either sell or let any land
belonging to the Charity which is not required to be retained or occupied in
furtherance of the objects.
W. LEASES
The Trustees shall ensure that on
the grant by them of any lease the tenant shall execute a counterpart lease.
Every lease shall contain a covenant on the part of the tenant for the payment
of rent and a proviso for re-entry on non-payment of the rent or non-performance
of the covenants contained in the lease.
X. REPAIR AND INSURANCE
The Trustees shall
keep in repair and insure to their full value against fire and other usual risks
all the buildings of the Charity which are not required to be kept in repair and
insured by the tenant and shall also insure suitably in respect of public
liability and employer’s liability.
Y. AMENDMENT OF TRUST DEED
1- The Trustees may amend the provisions of this deed,
provided that :
a- no amendment may be made to
clause B (the objects clause) unless it appears to the Trustees that
the Object can no longer provide a suitable and
effective method of using the Trust Fund.
b- no
amendment may be made to clause S (trustees not to be personally interested
clause) or this clause without the prior
consent in writing of the
Commissioners.
c- no amendment may be
made which has the effect of the Charity ceasing to be a charity at
law.
2- Any amendment shall be made by deed
under the authority of a resolution passed at a special meeting of the
Trustees.
3- The Trustees should promptly send
to the Commissioners a copy of any amendment made under this clause.
Z. DISSOLUTION
If the Trustees decide that it
is necessary or advisable to dissolve the Trust it shall call a meeting of all
Trustees of the Trust of which not less than 21 days notice ( or such shorter
period of notice as may be agreed by all the trustees ) stating the terms of the
resolution to be proposed shall be given. If the proposal is confirmed by a two
thirds majority of those present and voting, the Trustees shall have the power
to realise any assets held by or on behalf of the Trust. Any assets remaining
after the satisfaction of any proper debts and liabilities shall be given or
transferred to such other charitable institution or institutions having objects
similar to the objects of the Trust as the members of the Trust may determine or
failing that shall be applied for some other charitable purpose. A copy of the
statement of accounts or accountants statement for the final accounting period
of the charity shall be sent to the Charity Commissioners
IN WITNESS whereof the parties hereto have hereunto set their respective
hands this day and year first before written.
SIGNED as a Deed by the said | 
