The ICM Members Benevolent Trust is Registered at the Charity Commission for England and Wales on 08 September 1998 under a Deed of Declaration of Trust dated 21st July 1998 [the Governing Document] and Institute of Construction Management is the Trustee
The relief of need, hardship or distress of members of The Institute of Construction Management in particular through the award of grants to those in financial hardship
Change in Appointment of Trustees and Amendment to Governing Document
The Trust was established through a Deed of Declaration of Trust dated 21st July 1998 (hereinafter referred to as the "Original Deed"). The Original Deed named certain individuals as Original Declarants and Trustees. Pursuant to a resolution passed on 26th November 2020, a change in the appointment of trustees was proposed and duly registered with The Charity Commission under charity number 1071406.
Sadly, original named Trustee Cyril John Sinfield FIConstM passed away during November 2023. He was a well respected Fellow and long-serving competent Treasurer over many decades of the The Institute of Construction Management and was the last survivor of the original named founding Trustees and he will be missed by The Institute, his colleagues, and all who knew him.
As at December 2023, all the named individuals serving as Original Declarants and Trustees are no longer alive. Consequently, the Institute of Construction Management Limited itself had been appointed as the new Trustee, in accordance with the earlier 2020 resolution mentioned above.
Amendments to Governing Document:
◙ Clause 21 of the Original Deed allows amendments to the Trust Deed, provided no amendment may be made to Clause 2 (the Objects clause). [CC36: Clause 3.6 refers]
◙ The current alterations do not affect the objectives outlined in Clause 2 which remains unaltered in any way. The changes primarily reflect the change in Trustee and the administration of the existing objects and to better facilitate the consistency when individuals may inevitably change over time going forward.
◙ None of the alterations are a "regulated alteration" [CC36 guidance - 3.6: "charitable companies are free, in most cases, to make any changes which are not regulated alterations"].
◙ The Charity Commission has been duly notified about the changes [CC36 guidance - 3.7: "The law requires trustees of registered charities to tell the commission about changes to their charity’s governing document so that the register of charities can be kept up to date"]
Where reference is made in the Original Deed to the term 'Trustees' and 'Trustee' that shall now be a reference that includes INSTITUTE OF CONSTRUCTION MANAGEMENT(THE) a not-for-profit company limited by guarantee and registered at Companies House Company Number: 01386526 [the 'Company'] and will include reference to all persons who are registered at Companies House as Director of the company for the time being as appropriate
Amendments to Clause 4: Appointment of Trustees
delete 4 (a) (i), (ii) & (iii) and substitute:
(a) The body of Trustees shall consist of not less than two individual persons but, ideally, when complete of five persons to include ex-officio trustees who will be the current President, the Treasurer and Subscribers Secretary of the Institute of Construction Management Executive Council body of subscribers and, where necessary, one nominated trustee.
in 4 (b) delete "Ltd" and add " Management Executive body of subscribers"
in 4 (c) delete "Ltd" and add " Management Executive body of subscribers"
delete (d) entirely and substitute the following:
(i) Appointment of replacement trustees
(1) It may be necessary to appoint new trustees to replace those who are no longer able to act as trustee, for example, because of retirement, illness, mental incapacity or death.
(ii) Removal of trustees
(1) In some circumstances, it may be necessary to remove a trustee from the trust against their will, for example, if the trustee proves to be incompetent or is frustrating the efficient exercise of the trust. However, the trustees have a duty to act in the best interests of the trust and its beneficiaries.
(iii) Power to appoint new trustees
(1) The Management Executive body of subscribers will be able to appoint new trustees who are not already Directors of the Company
(iv) Statutory powers
(1) Section 36 of the Trustee Act 1925 provides for the appointment of new trustees in a wide range of circumstances by those either nominated in the trust deed or, in the absence of any such nomination, by those provided for under s36 without the court’s intervention being required.
(2) Under section 41 of the Trustee Act 1925, the court has a wide discretionary power to appoint new trustees either in addition to, or in substitution for existing trustees. The power may be exercised whenever the court considers it expedient to do so.
(3) Under sections 19 and 20 of the Trusts of Land and Appointment of Trustees Act 1996, the beneficiaries of a trust have the statutory right to direct the compulsory retirement of a trustee. Section 19(2)(b) also grants the beneficiaries the right to direct the appointment of new trustees; and section 20 provides for the appointment of a replacement trustee where a trustee is mentally incapable of acting and there is no person willing and able to appoint a replacement under s36(1) of the Trustee Act 1925
RESOLUTION passed at a special meeting of the Trustees on 22nd December 2023
It was resolved to amend the text of the Original Deed of Declaration of Trust dated 21st July 1998 to reflect the changes made by a resolution passed on 26th November 2020