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ITEM EX13

EXECUTIVE – 11 NOVEMBER 2003

OXFORD CASTLE - CHARITABLE TRUST

Report by Head of Property and Solicitor to the Council



  1. This report seeks approval to the arrangements for the new charitable trust to be created to operate the Heritage Centre on the site.

    2. Background

  2. It is intended that the County Council will enter into an agreement with the Oxford Preservation Trust (OPT) whereby, subject to reinstatement of the Historic Buildings as part of the main redevelopment scheme for the Oxford Castle site, and grant funding by the Heritage Lottery Fund, the Council will grant to OPT a lease of that part of the site to be used as a Heritage Interpretation Centre. The Council and the Trust will jointly set up a new Charitable Company which will operate the Centre.

  3. The formation of a new charitable trust, provisionally named "The Oxford Castle Trust" was first proposed in early 1999 when the idea was reported to and supported by the Consultative Forum on the basis that the Trustees would be representative of a large number of "interest groups".

  4. A first draft of a Memorandum and Articles of Association along those lines was considered by the Castle Member Officer Working Group at its meeting on 28 July 1999. The Group received advice from Messrs Herbert Smith, the Council’s consultant solicitors, that such an approach needed extreme caution and the recommendation that any Trust should have a limited number of Trustees. It was pointed out that Trustees could not be "representatives" and once appointed had to act in furtherance of the Trust’s objectives. This advice and recommendation was accepted and after further discussion at a subsequent meeting of the Group Herbert Smith produced a revised draft Memorandum and Articles of Association. With only minor modification these draft documents formed part of OPT’s Stage 1 Bid to the Heritage Lottery Fund. This was reported to the Group at its meeting on 17 October 2001. The matter has not been progressed since that time.

  5. A number of decisions now need to be made so that the Development Agreement between the Council and the OPT can be concluded and approved terms for the new trust can be appended to the Agreement. It is intended that the Trust should be brought into existence early in 2004 so that the Trustees are able to track progress and join discussions between the Council and OPT when appropriate.

    6. The Proposals

  6. A copy of the draft Memorandum and Articles of Association as submitted to the Heritage Lottery Fund, has been placed in the Members’ Resource Centre.

  7. The documents follow a form known to be acceptable to the Charity Commissioners.

  8. The Objects of the Trust are widely drawn (Art. 3 of the Memorandum). It is intended to operate the Heritage Centre on the site once it has been provided. It has been understood from the outset that this role would not be undertaken by OPT itself and a dedicated special purpose charity is the preferred way forward.

  9. Herbert Smith’s original draft gave one nomination of a Trustee to the Wesley Society. Subsequently, the Society withdrew from being directly involved in the project and it was then considered that its nomination right should be reallocated. For the purposes of submitting a draft with its Stage 1 bid the nomination was provisionally changed to the City Council (Art. 3 of the Articles – 3.2.3). However, this would disturb the proportion of Trustees nominated by local authorities and bring the Trust into the accounting regime applicable to "Influenced" companies. It is considered important to avoid the effects of being deemed "Influenced" by ensuring at all times no more than two Trustees are either Members or officers of local authorities. In order to achieve this a few amendments need to be made to the draft, firstly to reallocate the nomination provisionally allocated in the current draft to the City Council, and secondly to ensure that at no time in the future can the 20% trigger threshold be exceeded. Herbert Smith is currently considering the amendments to be made and revised drafts will be available in time for the Executive meeting on 11 November.

  10. The options for reallocating the nomination right originally allocated to the Wesley Society are:

    1. increase from two to three the number of nominations by OPT under 3.2.1 of the Articles;

    2. increase form six to seven the number of nominations initially made by OPT but selected by the Trustees themselves thereafter under 3.2.4 of the Articles; or

    3. include in 3.2.3 of the Articles another appropriate non-local authority body.

  11. It is suggested that option (b) is the option to be preferred. The composition of the Trustees would ultimately be two nominated by Oxfordshire County Council, two nominated by OPT, and seven nominated by the Trustees for the time being. The Member Officer Working Group will consider nominations for the Trustees and the arrangement for appointment of Initial Subscribers who will be responsible for the early stages of establishing the Trust. An oral report will be given at the meeting on the recommendations.

    12. Financial Implications

  12. A Business Case has been prepared to establish that the Heritage Centre will be commercially viable without the need for long term financial support from the County Council or OPT. To ensure that the financial case is sound consideration is being given to the support which might be given by Learning & Culture to the professional resources needed for the Education Centre and any assistance the County Council can give with administration, payroll and auditing.

    13. RECOMMENDATIONS

  13. The Executive is RECOMMENDED to:

          1. agree that the Development Agreement between the County Council and the Oxford Preservation Trust be concluded;

          2. confirm the name of the new trust as "The Oxford Castle Trust";

          3. approve the composition of Trustees as suggested in option (b) in paragraph 10 of the report, the arrangements for the initial appointments, and the procedure for succession;

          4. authorise approaches, in consultation with Oxford Preservation Trust, to potential Trustees to seek their agreement to taking on the responsibilities of Trustee.

NEIL MONAGHAN
Head of Property

PETER CLARK
Solicitor to the Council

Background papers: Nil

Contact Officer: Neil Monaghan, Tel: (01865) 815712

November 2003

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