Responsibilities of a Trustee
About This Document
The objective of this document is to bring together the “constitution” of the organisation with the responsibilities and duties of Directors/Trustees to meet an expressed need for a single document to be given to each Director/Trustee.
About High Salvington Mill Trust
Originally there was a High Salvington Mill Trust set up by Worthing Borough Council and a Friends of High Salvington Mill organisation, with members, set up by concerned locals. The Trust was granted a lease on the windmill and site by the borough council and the Friends wished to restore the 18th-century post mill. These two organisations worked side-by-side for many years with the Friends eventually acting as a subcommittee of the Mill Trust. There came a point where there was a lot of duplication between the managing committees of these two organisations coupled with problems recruiting new committee members. One of the issues claimed to prevent potential volunteers from joining the managing committee was the issue of personal liability and whether a volunteer would be risking their own homes if the Trust faced a significant lawsuit or prosecution due to an accident. In response to these concerns, it was decided to merge the two organisations and enshrine their objectives and rules within a company limited by guarantee that would also be a registered charity. High Salvington Mill Trust Limited is that company limited by guarantee and a registered charity. It is managed by a set of people who are simultaneously charity trustees and company directors. These roles are indivisible. It is not possible to be a Trustee but not a Director; neither is it possible to be a Director but not a Trustee. As Directors/Trustees, the volunteers managing the organisation are not personally liable for amounts owed by the organisation provided they have not acted unlawfully. As a Company Limited by Guarantee the mill Trust has members. Within this context members have an additional responsibility to provide the “guarantee”. For the Trust, this is limited to no more than £5 in the case of the Trust being wound up with liabilities outstanding. At the time of writing there is nearly £100,000 in reserves so this eventuality is considered to be unlikely. The objectives of the Trust are enshrined in the Memorandum of Association of High Salvington Mill Trust Limited, registered with Companies House (Appendix 1) The rules of the Trust are enshrined in the Articles of Association of High Salvington Mill Trust Limited, registered with Companies House (Appendix 2).
Duties and Responsibilities of a Director/Trustee
A Director/Trustee has a responsibility to adjudge any proposed actions for the Trust against the following, and if the proposed action does not fall afoul of any of them, it may be considered a suitable course of action.
- The Memorandum and Articles of Association of High Salvington Mill Trust Limited.
- English Company Law as it stands at the time.
- English Charity Law as it stands at the time.
- Any other pertinent English law or regulation active at the time.
- Any rules, regulations or policies previously agreed upon by a quorum of the Board/Management Committee and remaining in force.
- Any rules, regulations or policies previously agreed upon by a quorum of members in a General Meeting and remaining in force.
Related Documents
Memorandum of Association Articles of Association
