Orpen Hall Management Committee – Terms of Reference
- The Orpen Memorial Hall is a registered charity with the terms of the Trust set out in a Charity Commission Scheme dated 8th Feb 1944, Charity Number 208912.
- West Bergholt Parish Council assumed responsibility of the Village Hall charity as the Sole Trustee, by the Will of Osmond George Orpen proved in the Principal Registry on 9th Feb 1918.
- The Parish Council, meeting as the Sole Trustee Committee, agreed to adopt the Orpen Hall Management Committee (OHMC) Terms of Reference (TOR) at its meeting held on 23rd October 2019 and has recorded the decision under Minute ref 6/10 2019/20.
- The Sole Trustee Committee will re-adopt these Terms of Reference annually or as deemed by the members of the Sole Trustee Committee. The Parish Council meeting as the Sole Trustee Committee will review them at its first meeting after the Annual General Meeting of the charity.
- The Clerk will be nominated to be responsible for producing the Agenda and Minutes for the Sole Trustee Committee.
- All serving Parish Councillors are appointed to the Sole Trustee Committee and will be responsible for the running of the hall and charity and must ensure the Orpen Hall Management Committee (OHMC) remains solvent. The Chair of the Parish Council will be the Chair of the Sole Trustee meetings.
- The Parish Clerk is employed by the Parish Council to act as the Clerk, Secretary and as the Treasurer to the Orpen Hall Management Committee (OHMC) and is responsible for the production of Agenda and Minutes for the Trust, the management of contracts and all policies pertaining to the Orpen Hall Management Committee (OHMC). The responsibility will extend to the submission of the OHMC financials to the Charity Commission.
- The Sole Trustee Committee will seek to ensure the use by the inhabitants of the Parish without distinction of sex, sexual orientation, age, disability, nationality, race or political, religious or other opinions of the facilities the Trust provides.
2. Membership of the Orpen Hall Management Committee (OHMC).
- The Orpen Hall Management Committee (OHMC) shall be open to members of the Orpen Memorial Hall Trust and any members of the public the Trust has invited and believes provides benefit to the operation of the committee.
- The Committee should consist of a maximum of eight members, at least three of which must be Councillors appointed by the Sole Trustee Committee; the Chairman of the Trust is by default an ex-officio member.
- The quorum of the Orpen Hall Management Committee (OHMC) will be three Councillors.
- All members of OHMC will have an equal vote with the majority vote deciding matters.
- The Chairman and Vice Chairman of OHMC will be elected annually from the Councillor members by its membership.
- The Sub Committee shall include the Hall Administrator, who has no voting privileges.
- Membership is for a nominal 12 months extendable through the Annual General Meeting of the Trust.
- The OHMC will operate within the requirements of the Charities Commission and Charity Law and any adopted policies.
- The OHMC is accountable to the Sole Trustee Committee.
- The OHMC will submit all Minutes of meetings to the next appropriate meeting of the Sole Trustee Committee.
- The OHMC will submit a budget to the Sole Trustee Committee for the forthcoming financial year at the appropriate meeting in November, which should include a forecast of income and expenditure for ratification.
- An annual report on its activity will be published through the Annual Parish Meeting.
- The Parish Council, meeting in private as the Sole Trustee Committee, will meet at least two times a year or, as and when required. The Sole Trustee will discuss: the composition of the OHMC, policy matters, annual budget and charging policy/rates. These meetings will exclude any non-Councillor members of the OHMC. The general public has no right of admission to these meetings.
- A schedule of at least six OHMC meetings a year shall be agreed at a meeting of the Orpen Hall Management Committee (OHMC). Additional meetings may be called, if required. Meetings will be held on the first Monday of the month unless notified differently.
- Meetings will be presided over by the OHMC Chairman or if unavailable the Vice Chairman.
- An agenda will be published at least 3 working days agreed prior to the meeting taking place.
- A special meeting of the OHMC may be summoned at the request of the Chairman or the Vice Chairman of the OHMC. At least 3 working days’ notice of meetings shall be given to members by written notices left at, or sent by post or e-mail, to the member’s last known address. Notices of special meetings must include the matters to be discussed.
- Minutes of the meeting will be recorded and sent to the Parish Clerk for distribution to Trust members.
- An Annual General Meeting for the charity will be held in April of each year. All inhabitants of the area of benefit aged 18 years and over are entitled to attend and vote at the AGM on any matter put forward by Resolution to amend the Scheme, and to hear the Chairman’s Annual Report and presentation of accounts by the Treasurer.
5. The OHMC Functions
- To advise, and make recommendations to, the Sole Trustee Committee on all matters relating to the management of the village hall including recommended hiring rates, hiring terms and conditions.
- To manage the day to day running of the village hall including but not limited to maintenance, licensing and legislative issues.
- Hire of the Orpen and John Lampon Halls and scheduling.
- Maintenance of the Halls internal and external area, including the car park.
- Storage units sited on the car park internal and external fabric.
- Hire of the above storage units, scheduling and determining hire charges.
- Liaising & work scheduling of the Hall Administrator associated with the day-to-day running of the Halls.
- Liaising with the Hall cleaners.
- Maintenance of CCTV systems, fire and intruder alarm systems.
- Liaising with the Social Club Joint Steering Group, including licence agreement monitoring.
- Financial budgeting and forecasting associated with the sub committee’s roles and responsibilities.
- Monitoring of health and safety issues and liaising with the Parish Clerk any mitigation action required.
- Updating and monitoring the committee’s risk register and reporting findings to the Parish Clerk.
- To operate to the agreed village hall budget for cleaning, repairs and maintenance to the village hall, pavilion, grounds and car park and authorise payments within that budget.
- Make recommendations to the Sole Trustee Committee on any refurbishment, extensions or investment considered appropriate for the village hall.
- The accounts of the OHMC must be kept in a separate account from those of the Parish Council and appropriate returns made to the Charity Commission. The Treasurer for the OHMC will produce a report of income and expenditure for each OHMC meeting. The charity accounts will be Audited or Independently Examined according to Charity Commission requirements and presented at the AGM of the charity in April of each year. The charity’s financial year will end on 31st March.
- In addition to the independent examination of the accounts, the Trust will appoint independent auditors annually, who may be those as used by the Parish Council.
- Bank Account: All money received is to be paid into the Village Hall charity account (Orpen Memorial Hall) held at Barclays Bank, or an appropriate bank nominated by the OHMC and Sole Trustee.
- Cheques for the payment of all accounts shall be signed by any two of five nominated Councillors signatories. Where internet banking is used, transactions will be checked at OHMC meeting, then reviewed and certified for payment by the RFO or the Chairman of the Trust when WBPC passes its transactions for online payment.
- A spending limit for running the Charity shall be agreed annually.
- The Trust will keep in reserves a sum that equals to three month’s budgeted expenditure, which will be agreed annually by the Trust.
- Copies of all VAT invoices for Services supplied to the OHMC are to be forwarded to the Sole Trustee committee to be processed appropriately by HMRC and the reclaimed revenue to be transferred to OHMC.
7. Working Groups
- The OHMC may appoint such working groups as it may consider necessary to undertake specific tasks e.g.: to develop an improvement project or to research grant applications. The OHMC can empower any such working groups to co-opt persons who are not members of the OHMC, with the approval of the OHMC. The proceedings and any recommendations of such working groups shall be reported back to the OHMC promptly after such working group meetings. The OHMC and the Sole Trustee are under no obligation to adopt the recommendations. Under their terms of reference, working groups may carry out functions delegated by the OHMC, but they do not have the power to authorise expenditure.
8. Model Code of Conduct
- Councillors are bound by the CBC Model Code of Conduct dated June 2012. Councillors and Non-Councillors of OHMC are bound by a duty to avoid a conflict of interest. All members of OHMC and/or a sub-committee must declare any conflict of interest they or any ‘connected person’ may hold in a matter to be discussed by OHMC, e.g. award of a contract, etc. Having declared a conflict of interest, the member may participate in discussion, but will be asked to leave the meeting while the relevant matter is decided.
- All Contractors, hirers or licence holders will be overseen and managed by the Hall Administrator of the OHMC. Any complaints, disputes or queries from contractors, hirers or licence-holders will be directed in the first instance to the Parish Clerk. If no resolution of the matter can be achieved, the matter should be referred to the OHMC to resolve and if no resolution can be achieved, then onto the Sole Trustee to resolve.
 The Charity Commission defines a ‘connected person’ as family, relatives or business partners of a trustee, as well as businesses in which a trustee has an interest through ownership or influence. The term includes a trustee’s spouse or unmarried or civil partner, children, siblings, grandchildren and grandparents, as well as businesses where a trustee or family member holds at least one-fifth of the shareholding or voting rights.