Jen’s Cancer Trust
TRUST DEED
(Lodged with Registers of Scotland, Book of Councils and Session. Deed Reference: 13/16767)
(Lodged with Registers of Scotland, Book of Councils and Session. Deed Reference: 13/16767)
We, Andrew
John Stuart Lowndes residing at 1, Baldoran Drive, Milton of Campsie, Glasgow,
G66 8FZ, Anne Elizabeth Young residing at 50, Calico Way, Lennoxtown, Glasgow,
G66 7GB; Charles Grant Young, 50 Calico Way, Lennoxtown, Glasgow, G66 7GB;
Eleanor Margaret Matthews, 61, Hartington Road, Brighton, BN2 3LJ; Scott Charles
Young, 64, Castle Circle, Lennoxtown, Glasgow, G66 7BE; and Grant Michael Young
residing at 10, Glazertbank, Lennoxtown, Glasgow, G66 7GL in order to create a
trust to be known as ‘Jen’s Cancer Trust’ (the Trust”)
(One) appoint as trustees ourselves (who and
whose successors are referred to as “the Trustees”)
(Two) pay the sum of £1 to the Trustees: And
we direct as follows:-
Trust purposes
1. The Trustees shall hold and apply the
sum of £1 paid by us to them, and such other funds and assets as may from time
to time be comprised in the Trust Property, in trust for the following
purposes:-
(a) To raise monies to donate to
cancer research charities
(b) To raise monies to donate
towards charities supporting those in palliative and end of life care
(c) To raise awareness of cancer,
cancer care supports and treatments
2. The expenses of creating and
administering the Trust, and any tax payable in relation to the Trust, shall be
met in priority to all other payments and transfers of assets out of the Trust
Property.
Powers
3. In the administration of the Trust, the
Trustees shall, in addition to the powers and rights which are conferred by law
upon trustees who are acting without remuneration, have the fullest powers with
regard to investment, sale, administration and management of the Trust Property
as if they were owners; in particular (but without limiting the scope of the
powers which they may exercise under the preceding provision), the Trustees
shall have the following powers:-
(a) To
promote the main activities of the Trust Purposes as described above
(b) To
carry on any other activities which further any of the Trust Purposes.
(c) To
take such steps as may be deemed appropriate for the purpose of raising funds.
(d) To
accept grants, donations and legacies of all kinds (and to accept any
reasonable conditions attaching to them).
(e) To
establish and/or support any other charity, and to make donations for any
charitable purpose falling within the Trust’s Purposes.
(f) To
purchase, take on lease, hire, or otherwise acquire, any property or rights.
(g) To
improve, manage, develop, or otherwise deal with, all or any part of the Trust
Property.
(h) To
sell, let, hire out, license, or otherwise dispose of, all or any part of the
Trust Property.
(i) To
borrow money, and to give security in support of any such borrowings by the
Trust.
(j) To
employ such staff as are considered appropriate for the proper administration
of the Trust or for the proper conduct of the Trust’s activities, and to make
reasonable provision for the payment of pension and/or other benefits for
members of staff, ex-members of staff and their dependants.
(k) To
engage such consultants and advisers as are considered appropriate from time to
time.
(l) To
effect insurance of all kinds (which may include officers’ liability
insurance).
(m) To
invest any funds which are not immediately required for the administration of
the Trust or for the Trust’s activities, in such investments as may be
considered appropriate (and to dispose of, and vary, such investments).
(n) To
liaise with other voluntary sector bodies, local authorities, UK or Scottish
government departments and agencies, and other bodies, all with a view to
furthering the Trust Purposes.
(o) To form any company which is a charity
with objects which are similar (wholly or in part) to those of the Trust, and,
if considered appropriate, to transfer to any such company (without any payment
being required from the company) the whole or any part of the Trust Property.
(p) To
retain any property comprised in the Trust Property for such time as the
Trustees think proper.
(q) To
have any part of the Trust Property registered in the name of a nominee and to
pay reasonable fees to such nominee.
(r) To
grant proxies in favour of any of the Trustees (or any other person) to attend,
act and vote for the Trustees at any meetings (whether of the nature of general
meetings, class meetings, creditors’ meetings or otherwise) relating to any
investment held by the Trustees or relating to any claim by the Trustees in any
liquidation or sequestration proceedings.
(s) To
compromise or settle by arbitration all disputed claims by or against the Trust
or the Trust Property.
(t) To
appoint one or more of the Trustees (or any firm of which any of the Trustees
is a partner) to be solicitors to the Trust or agent for the Trustees in any
other capacity, and to pay to such solicitors or other agent his/her/their
usual charges.
(u) To
reimburse any of the Trustees out of the Trust Property, in relation to all
expenses reasonably incurred by him/her in the administration of the Trust.
(v) To
do anything which may be incidental or conducive to the furtherance of any of
the Trust Purposes.
Number of Trustees
4. The
number of Trustees shall not be less than 3 nor more than 6.
Appointment/removal/resignation
5. The Trustees shall be entitled, by way
of a resolution passed by majority vote at a meeting of the Trustees, to
appoint any individual as a Trustee.
6. The
Trustees shall have power to remove any individual as a Trustee, by way of a
resolution passed at a meeting of the Trustees by a majority of two thirds or
more of the Trustees then in office.
7. An individual holding office as a
Trustee may retire by giving notice in writing to that effect to the secretary
to the Trust.
Procedure at Trustees’ meetings
8. Subject to the provisions of the
following paragraphs, the Trustees may regulate their proceedings as they think
fit.
9. A meeting of the Trustees shall be held
at least once in each year.
10. Any Trustee may call a meeting of the
Trustees, or request the secretary to the Trust to call a meeting of the
Trustees.
11. No notice of a meeting of the Trustees
need be given to any Trustee who is absent from the United Kingdom.
12. Questions arising at a meeting of the
Trustees shall be decided by a majority of votes; where there is an equality of
votes, the chairperson of the meeting shall have a casting vote.
13. No business shall be dealt with at a
meeting of the Trustees unless a quorum is present; the quorum for meetings of
the Trustees shall be [insert number].
14. If at any time the number of Trustees in
office falls below the number fixed as the quorum, the remaining Trustee or Trustees
may act only for the purpose of appointing an additional Trustee or Trustees.
15. The Trustees shall appoint one of the
Trustees to be chair, and may at any time remove the person so appointed from
that office.
16. Unless he/she is unwilling to do so the
Trustee serving as chair shall preside as chairperson at every meeting of the
Trustees at which he/she is present; if the chair is unwilling to act as
chairperson or is not present within 15 minutes after the time when the meeting
was due to commence, the Trustees present may elect from among themselves the
person who will act as chairperson of the meeting.
17. All acts bona fide done by any meeting of the Trustees, by a committee of
the Trustees or by a person acting as a Trustee, shall, notwithstanding that it
is afterwards discovered that there was a defect in the appointment of any
Trustee or that any of them had ceased to hold office or was not entitled to
vote, be as valid as if every such person had been duly appointed and had
continued to be a Trustee and had been entitled to vote.
18. A resolution in writing signed by all the
persons holding office as Trustees at the time shall be as valid and effective
as if it had been passed at a meeting of the Trustees duly convened and held; a
resolution of that kind may take the form of a number of copies containing the
text of the resolution, with each copy being signed by one or more Trustees.
Delegation
19. The Trustees may delegate any of their
powers to any committee consisting of one or more Trustees; any such delegation
of powers may be made subject to such conditions as the Trustees may impose,
and may be revoked or altered.
20. Subject to any condition imposed in
pursuance of the preceding clause, the proceedings of a committee consisting of
two or more Trustees shall be governed by the provisions of clauses 8 to 18 so
far as they are capable of applying.
Remuneration
21. No
Trustee may serve as an employee (full-time or part-time) of the Trust, and no
Trustee may be given any remuneration by the Trust for carrying out his/her
duties as a trustee.
Secretary
22. The Trustees shall appoint a secretary to
the Trust for such term, at such remuneration (if any), and on such conditions,
as the Trustees may think fit; and any secretary so appointed may be removed by
them.
23. The Trustees shall ensure that the
secretary:
(a) keeps proper minutes of all proceedings
at meetings of the Trustees (and at meetings of committees of the Trustees)
including the names of the Trustees present at each such meeting
(b) keeps
proper records and documents in relation to all other matters connected with
the administration and management of the Trust.
Accounts
24. The Trustees shall ensure that proper
accounting records are maintained, in accordance with all applicable statutory
requirements.
25. The Trustees shall prepare annual
accounts, complying with all relevant statutory requirements; if an audit is
required under any statutory provisions or if the Trustees otherwise think fit,
the Trustees shall ensure that an audit of such accounts is carried out by a
qualified auditor.
26. An accountant engaged in an audit of the
Trust’s accounts shall be entitled to have access to all accounting records and
other documents relating to the Trust.
Operation of bank accounts
27. The signature of two Trustees shall be
required in relation to all cheques issued by the Trust and all other
operations (excluding lodgement of funds) on the bank and building society
accounts held by the Trust.
Payments to charities etc
28. The receipt of the treasurer or other
appropriate officer for any funds or other assets paid or transferred by the
Trustees to any charity shall represent sufficient discharge to the Trustees.
Limitations on liability
29. The Trustees shall not be liable for loss
or depreciation of the value of investments retained or made by them, nor for
omissions, nor for neglect in management, nor for insolvency of debtors, nor
for the acts, omissions, neglect or default of one another or of any banker,
solicitor, factor or other agent employed by them.
Conduct of Trustees
30. Each
of the Trustees shall, in exercising his/her functions as a trustee of the
Trust, act in the interests of the Trust; and, in particular, must
(a) seek,
in good faith, to ensure that the Trust acts in a manner which is in accordance
with its objects (as set out in this trust deed)
(b) act
with the care and diligence which it is reasonable to expect of a person who is
managing the affairs of another person
(c) in
circumstances giving rise to the possibility of a conflict of interest of
interest between the Trust and any other party
(i) put
the interests of the Trust before that of the other party, in taking decisions
as a Trustee
(ii) where
any other duty prevents him/her from doing so, disclose the conflicting interest
to the Trust and refrain from participating in any discussions or decisions
involving the other Trustees with regard to the matter in question
(d) ensure
that the Trust complies with any direction, requirement, notice or duty imposed
on it by the Charities and Trustee Investment (Scotland) Act 2005.
Amendment of Trust
Deed/winding-up
31. If in the opinion of the Trustees any
change in circumstances or alteration in the law has made or is likely to make
execution of the Trust Purposes impossible or impracticable, or if in the
opinion of the Trustees the administration of the Trust could be improved, or
the Trust Purposes be advanced in a more appropriate manner, the Trustees may
(subject to clauses 32 and 34) in their discretion,
(a) supplement or amend the provisions of
this trust deed or any deed supplemental to this trust deed; or
(b) wind up the Trust and transfer the Trust
Property (after settlement of all debts and liabilities) to some other charity
or charities having similar objects to those of the Trust.
32. In no circumstances is the Trust Property
to be held or applied for any purpose which is not an exclusively charitable
purpose.
Interpretation
33. In this trust deed
“charity” means a body which is either a “Scottish charity” within
the meaning of section 13 of the Charities and Trustee Investment (Scotland)
Act 2005 or a “charity” within the meaning of section 96 of the Charities Act
1993
“charitable purpose” means
a charitable purpose under section 7 of
the Charities and Trustee Investment (Scotland) Act 2005 which is also regarded as a
charitable purpose in relation to the application of the Taxes Acts;
“the Trust
Deed” means this trust deed
(including any supplementation or amendment effected in accordance with the provisions
of clauses 30 and 31);
“the Trust
Property” means the sum of £1 paid by
us to the Trustees, and such other funds and assets as may from time to time be
received by the Trustees as trustees under the Trust Deed (from us or any other
person), and the assets in which any funds so received may from time to time be
invested.
“the Trust
Purposes” means the purposes specified
in clause 1.
34. Any reference in this trust deed to a
provision of any legislation shall include any statutory modification or re-enactment
of that provision in force from time to time.
We declare
that the Trust Deed shall be irrevocable.
This trust
deed, consisting of this and the six preceding pages, is executed as follows:-
SIGNED by
the said
Andrew John Stuart Lowndes
Anne Elizabeth Young
Charles Grant Young
Eleanor Margaret Matthews
Scott Charles Young
Grant Michael Young
At 50
Calico Way, Lennoxtown, Glasgow, G66 7GB
On Monday
25th February 2013
in the
presence of
Councillor John Dempsey
