THE CHARITY COMMISSIONERS FOR ENGLAND AND WALES
Under the power given in the Charities Act 1993
Order that from today, the
31 July 2002
the following
SCHEME
Will affect the governing document of the charity
known as
NORTHWOOD HOUSE (276153)
at
Cowes, Isle of Wight

This Scheme has been adjudged as not liable to stamp duty.

Commissioners’ References:
Sealing: Wl27(S)02
Case No: 145869

1. Definitions

In this scheme:
“the charity” means the charity identified at the beginning of this scheme.
“the council” means the Isle of Wight Council.
“the governing document” means the conveyance dated l9th August 1929.

ADMINISTRATION

2. Administration

The charity is to be administered in accordance with the governing document as altered or affected by this scheme.

3. Alteration of the governing document

The governing document will take effect with:

(1) the following clause inserted immediately before clause (2):

(1)(a) Northwood House and Offices shall be used for such other charitable purposes as the trustees from time to time think fit and the trustees shall apply income received from such purposes towards the preservation and restoration of Northwood House and Offices for the benefit of the public.

(2) the words “for the inhabitants of and visitors to Cowes and of any district which may at any time hereafter be joined to and formed part of Cowes” in clause (2) replaced with “for the inhabitants of and visitors to Isle of Wight preference being given to inhabitants and visitors to Cowes”.

POWERS OF THE TRUSTEES

4. Powers of the trustees

In addition to any other powers which they have, the trustees may exercise the following powers in furtherance of the objects of the charity:

(1) Power to make rules and regulations consistent with this scheme for the management of the charity.

(2) If and in so far as the land identified in part 2 of the schedule to this scheme and numbered I and 2 is not required for the purposes specified in clause 3 above, the trustees may lease all or any part of the said land. They must comply with the restrictions on disposal imposed by section 36 of the Charities Act 1993, unless the lease is excepted from these restrictions by section 36(9)(b) or (c) or section 36(10) of that Act.

(3) Power to borrow money and to charge the property of the charity as security for any loan. (The trustees must comply with the restrictions on mortgaging imposed by section 38 of the Charities Act l993.)

(4) Power to raise funds. (The trustees must not undertake any permanent trading activity.)

TRUSTEES

5. Custodian trustee

The council will be the custodian trustee of the charity

6. Trustees

(1) There will be:

4 nominated trustees and 3 co-opted trustees appointed in accordance with clauses 7 and 8.

(2) The first nominated trustees are the persons listed in part 1 of the schedule to this scheme. Subject to clause 12 (termination of trusteeship) they will hold office for the periods shown in the schedule.

7. Nominated trustees

(1) The nominated trustees must be appointed by:

the council;
Cowes Town Council;
the Friends of Northwood House; and
the Cowes Community Partnership.

(2) Any appointment must be made at a meeting held according to the ordinary practice of the appointing body.

(3) Each appointment must be made for:

(a) 4 years; or

(b) if the appointment is being made to fill a casual vacancy, the unexpired term of the appointee’s predecessor.

(4) The appointment will be effective from the later of:

(a) the date of the vacancy; and

(b) the date on which the trustees or their secretary or clerk are informed of the appointment.

(5) The person appointed need not be a member of the appointing body.

8. Co-opted trustees

(1) The appointment of a co-opted trustee must be made by the trustees at a special meeting called under clause 16.

(2) An appointment may, but need not, be made before the date on which the term of office of an existing co-opted trustee comes to an end, to take effect on that date. In these circumstances:

(a) the appointment may not be made more than 3 months before the date on which the existing co-opted trustee’s term of office is due to end; and

(b) any co-opted trustee whose term of office is about to come to an end must not vote in favour of their own re-appointment.

(3) Each appointment must be for a term of 4 years.

9. New trustees

The trustees must give each new trustee, on their first appointment:

(1) a copy of the governing documents of the charity, including this scheme and any amendments made to it;

(2) a copy of the charity's latest report and statement of accounts.

10. Register of trustees

(1) The trustees must keep a register of the name and address of every trustee and the dates on which their terms of office begin and end. Every trustee must sign the register before acting as a trustee, whether on their first appointment or on any later re-appointment.

(2) The trustees must promptly report any vacancy in the office of nominated trustee to the appointing body.

11. Trustees not to have a personal interest

Except with the prior written approval of the Commissioners no trustee may:

(1) receive any benefit in money or in kind from the charity; or

(2) have a financial interest in the supply of goods or services to the charity; or

(3) acquire or hold any interest in property of the charity (except in order to hold it as a trustee of the charity).

12. Termination of trusteeship

A trustee will cease to be a trustee if he or she:

(1) is disqualified from acting as a trustee by section 72 of the Charities Act 1993; or

(2) is absent without the permission of the trustees from all their meetings held within a period of 6 months and the trustees resolve that his or her office be vacated; or

(3) gives not less than one month’s notice in writing of his or her intention to resign (but only if at least 3 trustees will remain in office when the notice of resignation is to take effect).

OFFICERS

13. Chairman

(1) At their first ordinary meeting in each year the trustees must elect one of their number to be chairman of their meetings.

(2) The trustees present at a meeting must elect one of their number to chair the meeting if the chairman is not present or the office of chairman is vacant.

 

14. Secretary or clerk

The trustees may appoint a secretary or clerk. The office may be held by:

(1) a trustee (who must not receive any reward for acting and who may be dismissed as secretary or clerk at any time); or

(2) some other suitable person (who may be employed upon such reasonable terms, including terms as to notice, as the trustees think fit).

MEETINGS OF TRUSTEES

15. Ordinary meetings

(1) The first meeting aiier the date of this scheme must be called by Michael Fisher or, if they do not do so within 3 months from that date, by any 2 trustees.

(2) The trustees must hold at least 4 ordinary meetings in each 12 month period.

(3) Ordinary meetings require at least 10 days notice.

(4) The chairman, or any 2 trustees, may call an ordinary meeting at any time.

16. Special meetings

(1) The chairman, or any 2 trustees, may call a special meeting at any time.

(2) Special meetings require at least 4 days’ notice, except that meetings to consider:

(a) the appointment of a co-opted trustee, or

(b) the amendment of this scheme under clause 23,
require at least 21 days’ notice.

(3) The notice calling a special meeting must include details of:

(a) the business to be transacted at the meeting; and

(b) any amendment to be made to this scheme (under clause 23).

(4) A special meeting may, but need not, be held immediately before or after an ordinary meeting.

17. Quorum

No business may be transacted at a meeting unless at least 3 trustees are present.

18. Voting

(1) Every matter must be decided by majority decision of the trustees present and voting at a duly convened meeting of the trustees.

(2) The chairman of the meeting may cast a second or casting vote only if there is a tied vote.

19. Recording of meetings

The trustees must keep a proper record of their meetings.

20. Trustees to act jointly

The trustees must exercise their powers jointly, at properly convened meetings.

CHARITY PROPERTY

21. Transfer of property

The title to the land described in part 2 of the schedule to this scheme is transferred by this scheme to the custodian trustee in trust for the charity.

22. Use of income and capital

(1) The trustees must firstly apply:

(a) the charity’s income; and

(b) if the trustees think fit, expendable endowment; and

(c) when the expenditure can properly be charged to it, its permanent endowment

in meeting the proper costs of administering the charity and of managing its assets (including the repair and insurance of its buildings).

(2) After payment of these costs, the trustees must apply the remaining income in furthering the objects of the charity.

(3) The trustees may also apply for the objects of the charity:

(a) expendable endowment; and

(b) permanent endowment, but only on such terms for the replacement of the amount spent as the Commission may approve by order in advance.

AMENDMENT OF SCHEME

23. Amendment of scheme

(1) Subject to the provisions of this clause, the trustees may amend the provisions of this scheme.

(2) Any amendment must be made by a resolution passed at a special meeting of the trustees. The notice of the special meeting must include notice of the resolution, setting out the terms of the amendment proposed.

(3) The trustees must not make any amendment which would:

(a) vary this clause;

(b) vary the definitions clause and the charity’s purposes (including the purposes for which any property of the charity is required to be used in specie) clause 3 of this scheme.

(c) confer a power to dissolve the charity;

(d) enable them to spend permanent endowment of the charity.

(4) The trustees must obtain the prior written approval of the Commissioners before making any amendment which would:

(a) affect the composition of the trustees or the terms on which they hold office;

(b) vary clause 11 of this scheme (Trustees not to have a personal interest);

(c) vary the name of the charity.

(5) The trustees must:

(a) promptly send to the Commissioners a copy of any amendment made under this clause; and

(b) keep a copy of any such amendment with this scheme.

GENERAL PROVISIONS

24. Questions relating to the Scheme

The Commissioners may decide any question put to them concerning:

(1) the interpretation of this scheme; or

(2) the propriety or validity of anything done or intended to be done under it.

SCHEDULE

PART 1

Nominated trustees

PART 2

The following land and buildings at Cowes, Isle of Wight, described in a conveyance of 19 August 1929 which was made between Herbert Joseph Ward and two others of the one part and the Urban District Council of Cowes of the second part:

1. Northwood House.

2. Land containing 737 square metres or thereabouts adjoining Park Court and used as a garden, being part of the land known as Northwood Park.

3. Land containing 8.98 hectares or thereabouts known as Northwood Park.