Glossary Friends of RSH Hospital Chapel

Advisers: Selected managers and staff from SCPCT, Southampton Voluntary Services and specialisms such as building conservation, fund raising, financial investment who sit on the Board to advise Directors. Those persons hold no voting rights at Board meetings.

Annual General Meeting: The first AGM has to be held with 18 months of formation and thereafter at annual intervals. Members only are entitled to a vote [a Family Member or a Representative of an organisation or company will have one vote].

Articles of Association: Gives authorisation and direction as to how the company will operate with definitions of meetings, voting, quorums, the number of directors etc. The Articles together with the Memorandum can only be changed subsequently by a majority vote at an AGM and a legal notification to Companies House.
The Articles empower the Directors to make Rules and Policies e.g. equal opportunities, rates of subscription etc. In the majority of cases the Rules and Policies will be defined by the Board of Directors but a few exceptions e.g. change in the rate of subscription, election of a President or Vice President have to be referred to an AGM for approval.
The Articles of Association and Memorandum have to be supported by application form E10 which has to be signed by each director and additionally the company secretary makes a statutory declaration on form E12 that all legal requirements have been followed and on form 30[5] [a] that as a non profit company we can be exempt from using “limited” in our title.

Board: The Board consists of 8 directors nominated or re-elected by the membership and 1 director nominated by SCPCT. With the exception of the latter all directors have to resign at the first AGM held and if they wish to continue, offer themselves for re-election. Normally a director would be elected for a 3 year term but to prevent the scenario that all expertise and continuity would be affected if we had to elect a whole new Board, the 8 directors will be divided into 3 groups. Group 1 will resign and may offer themselves for re-election at the 2nd AGM, Group 2 at the 3rd AGM and Group 3 at the 4th AGM and subsequently on the third anniversary of their election.
Three of the directors hold posts as Officers of the Company, the Chair, Company Secretary and Treasurer. The Directors if they wish can appoint an employee to hold the posts of company secretary or treasurer and either of those in such circumstances would be under the control of the Board’s management. There are no plans to engage any employees and we will rely on the contributions of volunteers.
From time to time sub committees will be formed to monitor specialist areas. These will include building conservation, insurance and affiliations, fund raising and grants and health and safety etc and each of the sub committees will make reports and recommendations to the full Board.

Charity: The Charity Commission require bodies applying to become a charity to have clearly defined aims and objectives and in the case of a Company Limited by Guarantee a Memorandum and Articles of Association. They also as well as demonstrating charitable aims prove that there will be a benefit to the public [at times referred to as ProBono].
Charities with an income that has exceeded £5000 or with pledges of grants or donations that will exceed that figure are legally required to become a Registered Charity and submit annual accounts and returns and comply with the charity acts.
Charities below that threshold are referred to as unregistered or exempt charities. We have set ourselves as a charitable company limited by guarantee in anticipation that at some stage we will be eligible to register as a charity. As some grant giving bodies will only deal with Registered Charities, it is our aim to achieve that status as soon as possible.

HM Revenue & Customs recognise us as a charity for tax purposes.

Company Limited by Guarantee: The members of the company have a limited liability of £10 each in case the company becomes insolvent or is wound up.
Conservation Officer: The SCC official monitoring the status of the grade II building, the RSH chapel and its “curtilege”. The officer could intervene for example if advertising signs or posters were placed on or nearby to the chapel or for example we changed the character or appearance [especially on the outside].

CRB: Criminal Records Bureau [an executive agency of the Home Office]. The Charity Commissioners issue guidelines to organisations wishing to register as a charity that Trustees /volunteers/ employees should undergo a CRB vetting. The level of vetting is at two levels [a] casual contact with young persons and or vulnerable adults [b] more direct contact such as working in a nursery or old people’s home. Our Directors/ Trustees will receive the lower vetting which is to be arranged by SCPCT as an approved vetting unit. Additionally we will receive guidance from SVS on any further requirements.
In many cases when applying for a grant with Southampton City Council, Hampshire County Council etc we have to prove that our trustees have passed CRB checking. In some cases our trustees have already been vetted for either their profession or other voluntary activities but a CRB check is necessary for each organisation.

Curtilage: A courtyard or area adjacent to a building. In the case of a Listed Building the curtilage has the same protection of the building and objects being placed within the curtilage requires listed building planning approval.

Data Controller: An Officer of the Company or other Director responsible for the safe custody of personal data collected from members, contractors and suppliers and who submits an annual return and fee to the Information Commission. In our case, the controller will be the Company Secretary.

Director: A maximum of 12 directors is set out in the Articles of Association but our policy at present is of using a maximum of 9 only to manage the company. A Director has to be over the age of 18 and is responsible in law for the operations of the company. The directors form a ‘Board of Directors’ which constitutes the decision making body and the Board is responsible for managing the company’s affairs. Directors have specific duties under company law and are legally liable for their actions. The Directors are also Trustees of the charity and may be referred to by either title. The Directors names and addresses are published on records held by Companies House and may be viewed by any member of the public.

Gift Aid:   With the assistance of our personal members, we can reclaim 25p in the £1 on subscriptions and donations.The scale approved by HMRC is as follows: donations up to £100 = 25%, £100 to £1000 = £25, amounts exceeding £1000 = maximum of 5%.

A form is supplied to all members or is obtainable on request from our treasurer. In the event that the income of the donor falls below the level of the tax reclaimed by using the form, the individual should contact his or her tax office to refund the amount.

Insurance: An essential insurance is for Public Liability and authorities such as Southampton City Council require groups, societies etc in having a minimum of £10 million cover if attending public events with displays, notices, exhibitions etc in public buildings or parks owned by the council. We consider that insurance arranged via NCVO [National Council for Voluntary Organisations] should be a benchmark and we that we should compare any alternative quotes with at least one from NCVO.
Additional insurance required if we register as a charity includes cover of assets against fire or theft etc. In practice the building itself will be the responsibly of the SCPCT but we may acquire seating, office equipment, display boards, tools etc.
We can elect to cover the Directors [Trustees] with Trustee Indemnity Insurance.
Additionally we may wish to arrange Personal Accident Cover which would cover members engaged in voluntary work, attending meetings or as an example being at a stand in a park handing out publicity material etc and meeting with an accident whilst “on duty”. This would also cover Board members on their way or going from committee meetings etc.

Limited liability: Each member in a current membership and those who held a membership in the preceding 12 months agree to pay a maximum amount of £10 in the event that the company is wound up to cover debts and costs associated with the winding up.

Memorandum: A declaration signed by the directors setting up the company and witnessed by an independent person outlining the objectives and aims and a rigid framework defining the future role of the company. These are the building blocks and whereas Rules and Policies [which see] can be changed or added to by the directors, the Memorandum is only changeable at a general meeting of members voting by more than 75% in favour. Any alteration has to be recorded at Companies House.

NCVO: a national organisation to allow voluntary organisations to gain legal advice, publications and DVD’s on good practice etc at a reduced rate and certain mainstream software and computer manufacturers offer products at a low cost to charities. NCVO supply insurance facilities such as Public Liability and other insurance suitable for voluntary groups and charities. With a turnover at less than £50,000 p.a. membership is free.

Nominated Signatories: For banking purposes any two of the following four may sign cheques or request statements etc from Lloyds Bank: chair, company secretary, treasurer and a nominated director. On certain applications or a legal declaration on behalf of the Board the document will be endorsed by a seal countersigned by two directors [usually chair and company secretary].

Organisational Members: Other voluntary groups, clubs, societies and not for profit organisations etc such as the League of Friends of RSH Hospital may become members. Additionally we have Corporate Membership for companies and partnerships and for larger corporate organisations who particularly wish to be associated with the long term success of our charity we have a Cornerstone Corporate Membership. For these three types of membership the subscription is set as a minimum amount. Each organisation has to nominate in writing a representative who will hold voting rights.

Payroll Giving: 

A Payroll Giving scheme allows you to give regularly to charity from your pay and get tax relief on your gifts. Your employer or pensions office has to set up and run a scheme. You authorise your employer or pensions office to deduct your gift from your pay or pension. Every month your employer pays it over to a Payroll Giving agency approved by HMRC. The agency then distributes the money to the charity or charities of your choice, hopefully this will be Friends of RSH Hospital Chapel. To check if your employer or pensions office partake in the scheme visit the CAF website. click here
Because your employer deducts your gift from your pay or pension before PAYE is worked out, you pay tax only on the balance. This means that you get your tax relief immediately at your highest rate of tax. (The amount you pay in national insurance contributions is not affected.)

President and Vice Presidents: The Board will recommend persons of influence and commitment or with skills appropriate to building a positive future for the Chapel and the Friends charity to serve as President for a period of time, such period to be at the discretion of the Board. The Board can similarly recommend to an AGM, persons from the field of medicine, heritage, conservation or academic distinction to be a Vice President but such not to exceed 3 in number at any one time.

ProBono: - for the public benefit. Charities registered with the Charity Commission have nowadays to demonstrate that their aims and objectives are for a public benefit.
Certain companies and firms supply some of their services free of charge, recognising that an approved voluntary group or charity is working to restore a building etc or provide services to the community. Those firms and companies refer to the service as ProBono.
These firms include lawyers, accountants and specialists such as conservationists, architectural designers and surveyors. It is our policy to acknowledge such support on our website [under Work in Progress] and in our Annual Report.
This is different to sponsorship where say a company produces a handbook or promotes an event as a publicity feature.

Quorum: The minimum number present at which a meeting can be conducted. In the case of Board meetings 3 Directors [one third] and an AGM 10 members or 10% whichever is greater. Absent members may appoint a Proxy which will be counted as part of the quorum.

Registered Charity: A charity registered with the Charity Commission and obliged to perform within the Charity Acts. Requirements include annual returns, the display on the number on receipts, cheques, letterheads etc and operations within strict guidelines. The threshold for registration is £5000 [or pledges of grants or donations that may exceed that sum]. Unless it is stated in the Aims and Objectives that a charity is empowered to make grants to other charities or organisations, a charity is not allowed to make donations. For example we cannot make donations to another group restoring a church although we share similar aims but we would be permitted to become an affiliate member of the other organisation and pay a subscription.

Registered Office: A requirement to nominate a place where all legal documents can be served and at which company records are accessed and returns etc made to Companies House. There has to be a name plaque on permanent display. We are using 2 Beech Court, Beech Avenue, Southampton SO18 4TS as our registered office address and a brass plaque has been displayed.

Restricted income funds: Funds that the trustees are able only to spend on particular purposes of the charity. Restricted income funds are subject to specific trusts which may be declared by the donor(s) or with their authority (e.g. in a public appeal) or created through a legal process, but are still within the wider objects of the charity. For example a grant received for office furniture could not be used to pay for protective clothing for volunteers. It is prudent when organising an appeal for a particular project to use an “escape clause”. For example if the appeal fails to reach its target or that the money collected was in excess of the cost of the project and that the donor agrees to allow such money to be used for similar projects or other expenditure covered in the aims and objectives. Otherwise the charity has to write to each of the donors and/or place an advertisement in the press. If a Registered Charity, permission has to be obtained from the Charity Commissioners for approval to use the excess money on a project similar in nature to the original. The CC impose a 6 month waiting period in case any of the original donors object.

Rules and Policies: In these, using the Articles of Association as our authority and guide, we set day to day rules for members etc. The Rules and Policies [unless the Articles require a vote at an AGM] do not need to be registered as later changes arise at Companies House.

SCPCT: Southampton City Primary Care Trust [the legal owner of the RSH Chapel]. The Trust is split into two working divisions NHS Southampton City and Southampton Community Healthcare. The Trust HQ is based at Oakley Road Southampton SO16 4GX Tel No: 023 8029 6904. The Trust [or its successor] remains the owner of the RSH Hospital Chapel.

Southampton Voluntary Services: A Company Limited by Guarantee. SVS assists with offering advice in the formation of voluntary groups, charities etc and ongoing training in the roles and responsibilities of trustees etc. Committee and meeting rooms are available for use by members and facilities such as laser printing reports etc at cost price. Additionally there is a facility to network with similar organisations. SVS is an approved agency to arrange CRB checks in the voluntary sector.

Trustees: The Directors share the title Trustee. Usually when dealing with the Charity Commission that term is used. The Trustees are responsibly for the effective management and control of all assets and to ensure that funds can only be used for the purposes set out in the Aims and Objectives. Trustees are empowered to use funds to purchase Indemnity Insurance to cover personal liability if the charity is sued or prosecuted. The insurance does not cover any deliberate act of deception or fraud.

John Avery Company Secretary July 2009

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