Cabinet Sub-Committee (Hitchin Gymnasium and Workmans Hall Trust) Minutes

Date:
Monday, 10th January, 2011
Time:
6.00pm
Place:
Committee Room 3, Council Offices, Gernon Road, Letchworth Garden City
 
 

Attendance Details

Present:
Councillor Bernard Lovewell (Chairman), Councillor I.J. Knighton and Councillor Mrs C.P.A. Strong.
In attendance:
Strategic Director of Customer Services, Head of Revenues and Benefits, Head of Community & Cultural Services, Legal Advisor and Committee & Member Services Manager.
Also Present:
2 members of the public.
Item Description/Decision
PART I
8 APOLOGIES FOR ABSENCE
There were no apologies for absence.
9 MINUTES
RESOLVED: That the Minutes of the meeting of the Sub-Committee held on 27 July 2010 be taken as read, approved and signed by the Chairman as a correct record.
10 NOTIFICATION OF OTHER BUSINESS
There was no notification of other business.
11 CHAIRMAN'S ANNOUNCEMENTS
The Chairman reminded Members that, in line with the Code of Conduct, any Declarations of Interest needed to be declared immediately prior to the item in question.
12 PUBLIC PARTICIPATION
There was no public participation.
13 MATTERS FOR THE SUB-COMMITTEE TO CONSIDER IN RESPECT OF THE HITCHIN TOWN HALL AND NORTH HERTFORDSHIRE MUSEUM PROPOSAL
The Head of Revenues and Benefits presented a report advising Members of matters for the Sub-Committee to consider in respect of the Hitchin Town Hall and North Hertfordshire Museum proposal.

The Sub-Committee was reminded that the Council, at its meeting held on 11 November 2010, considered two options for the future use of Hitchin Town Hall. Both options involved the creation of a museum. One option in general terms was to house the museum in the Council owned part of the building, whilst the second option was to house the museum in the Trust part. To avoid any conflicts of interest, Members of the Sub-Committee absented themselves from the discussion and vote on the matter at the Council meeting on 11 November 2010. Information considered by the Council was included in the appendices to the report by the Strategic Director of Customer Services, which the Sub-Committee would be considering after this report (see Minute 14 below). At the meeting, the Council decided that the second scheme sponsored by the Hitchin Initiative on behalf of a number of local organisations, with the museum in the Trust part of the property, was the preferred option.

The Head of Revenues and Benefits advised that the Sub-Committee, acting on behalf of the Trust, must now give its approval for the scheme to proceed or otherwise.

The Sub-Committee constitutionally had the authority to consider the preferred scheme on any grounds it believed relevant. However, Officers strongly recommended that Members’ considerations give greatest weight as to whether the scheme met the objectives of the Trust and the Public Benefit Test, as required by the Charity Commission. The reasons for this were:

• The Trust must comply with Charity Commission requirements;
• The use of the Trust premises must comply with the objectives of the Trust; and
• The Trust was currently wholly dependent on the Council for financial support and to maintain the upkeep of the Trust premises. It would therefore not be in the best interests of the Trust to thwart a scheme which the Council believed would secure the on-going future of the facility as a whole, subject to the two provisos above regarding the Charity Commission and Trust objectives. To do so could put at risk the future of the Trust property.

The Sub-Committee was reminded that the objectives of the Trust were:

“Upon trust to use or permit the same to be used as a gymnasium for the benefit of the inhabitants of the Urban District of Hitchin aforesaid and for such other purposes as are mentioned in Section 6 sub-section (3) of the Museums and Gymnasiums Act 1891 and also (so far as the Trustees can lawfully declare the same) for any other purpose for the benefit of the inhabitants of the said District for which the Council under their statutory powers is entitled to use buildings and land vested in them”.

The Head of Revenues and Benefits commented that the siting of a Museum would clearly be within the Council’s statutory powers as a use for the Trust property that the Council was entitled to make. Officers also considered that a museum within the Trust property would benefit the inhabitants of Hitchin in the following ways:

• it would help to secure the future of the Trust property (and indeed the entire Hitchin Town Hall) for future generations;
• it would facilitate the use of the wider premises as a community facility in Hitchin;
• tax payers of the whole of North Hertfordshire, including Hitchin, would benefit if the Council was able to reduce the subsidy it currently paid for the running of the Trust property; and
• the Council would maintain a museum facility within Hitchin, thereby helping to meet the educational and cultural needs of the inhabitants of the town (and the wider District).

Officers therefore believed that the proposal was compatible with the Trust’s objectives. However, the Sub-Committee was bound to consider whether the proposal met the Public Benefit Test required by the Charity Commission.

The Head of Revenues and Benefits stated that Appendix 1 to the report was a document issued by the Charity Commission entitled “Charities and Public Benefit”. This detailed the tests which must be considered and gave guidance on how these should be interpreted. Appendix 2 to the report was a paper prepared by the Corporate Legal Manager on behalf of the Council, which gave the Council’s response to the Public Benefit Test questions set out in sections E and F of the Guidance. A revised version of Appendix 2, which clarified and strengthened a number of the points made in the document, was tabled at the meeting.

Officers on behalf of the Trust had submitted this revised version of the Corporate Legal Manager’s paper to the Charity Commission. It was anticipated by Officers that the Trust would not wish to make a final decision on the Council’s proposals until a response had been received from the Charity Commission. Members noted that, if a response was not received swiftly, then it was likely that the Sub-Committee’s next meeting, provisionally scheduled for Thursday, 3 February 2011, would need to be re-arranged

Members were informed that the Trust had not yet been re-registered with the Charity Commission. This was because the registration of the boundary change had not yet been completed with the Land Registry. However, the fact that the re-registration had not taken place did not prevent the Sub-Committee from considering this matter or making a final decision. Clearly, any decision of the Sub-Committee should meet Charity Commission guidelines and would need to be justified to them either on application for re-registration (if the decision was made first) or in the next annual report (if the re-registration took place first).

If the Trust agreed to the approach put forward by the Council for the use of the Trust property it would be necessary to review the draft management agreement to ensure that it reflected the use of the Trust property as proposed. This review could be carried out by Officers, in consultation with the Chairman of the Sub-Committee.

RESOLVED: That the contents of the report be noted and considered alongside the report of the Strategic Director of Customer Services later in the meeting (see Minute 14 below).

REASON FOR DECISION: To enable the Trust to make an informed decision on the Council’s proposal for the future use of Hitchin Town Hall; and to ensure that any decision complies with the aims of the Trust and the requirements of the Charity Commission.
14 HITCHIN TOWN HALL AND NORTH HERTFORDSHIRE MUSEUM PROPOSAL
The Strategic Director of Customer Services presented a report advising the Sub-Committee of the Council’s decision to proceed with the Hitchin Initiative sponsored “community” proposal for Hitchin Town Hall and a museum for North Hertfordshire, and seeking the Sub-Committee’s agreement, in principle, subject to consideration of the Charity Commission’s Public Benefit Test.

The Strategic Director of Customer Services drew attention to the scheme approved by the Council at its meeting held on 11 November 2010, details of which were attached as Annex 1 to the report. The Council resolved:

“(1) That officers be instructed to take forward the scheme outlined by Hitchin Initiative and proceed to negotiate the necessary arrangements and consents to use Hitchin Town Hall as the North Hertfordshire District Museum and as a community venue;

(2) That officers, in consultation with the Portfolio Holder for Community Engagement and Rural Affairs, be instructed to report to the Hitchin Gymnasium and Workman’s Hall Trust and seek its agreement to proceed on this basis.”

The Strategic Director of Customer Services advised that, since Council’s decision, officers had been working closely with the Hitchin Initiative to ensure that the ‘Community Builder’ deadlines for grant aid/loan were adhered to. In summary these were:

• That planning permission, listing building consent and other necessary approvals were secured for the scheme prior to 31 March 2011, and
• That the agreement of the Trust was also secured by that date.

The Sub-Committee was informed that, in order to meet these deadlines, it had been necessary for design work to commence ahead of securing the formal agreement of the Trust, and it was necessarily the case that some aspects of the detailed design and operational and management arrangements had yet to be fully worked through. Nonetheless, as the scheme envisaged a significant level of investment in the project, via external loan and grant aid, and because the proposal also envisaged significant revenue savings for the Council, agreement in principle to the proposal was now sought from the Cabinet Sub-Committee (Hitchin Gymnasium & Workman’s Hall Trust) to provide some certainty that current and proposed expenditure on the detailed design and subsequent tendering of construction works was warranted. An outline of the design and construction project plan appeared as Annex 2 to the report.

The Strategic Director of Customer Services invited the Sub-Committee to consider the proposal for Hitchin Town Hall and North Hertfordshire Museum, as more fully detailed in Annex 1 to the report.

Officers believed that the proposal was capable of discharging the Trust’s objectives within the confines of the property held by the Trust and, significantly, facilitating a significant expansion of provision which would extend the range of education, social and recreational activity through the improved utilisation of the main Mountford Hall. Officers further believed that the proposal would help the Trust satisfy itself that the scheme was consistent with the ‘Public Benefit Test’, and that it would provide an economically sustainable future for the Trust, the Town Hall complex as a whole and the Council’s Museum service.

The Sub-Committee was minded to support the proposal in principle, subject to consideration of the Public Benefit Test and guidance received from the Charity Commission.

RESOLVED: That the scheme prepared by NHDC and the Hitchin Initiative for use of the Hitchin Town Hall as the North Hertfordshire District Museum and as a community venue be approved in principle, subject to consideration of the Public Benefit Test and guidance received from the Charity Commission.

REASON FOR DECISION: To progress the proposal for the redevelopment of Hitchin Town Hall as a community facility and a museum for North Hertfordshire.
15 UPDATE ON OTHER MATTERS
The Trust Legal Advisor presented a report updating the Sub-Committee on the on-going work in relation to the registration of the Trust’s property interest with HM Land Registry and re-registration of the Trust with the Charity Commission.

The Legal Advisor informed Members that an application was submitted to the Land registry in September 2010 to regularise the boundary shown on the title of Hitchin Town Hall, between the property subject to the Trust and that which was not. The Land Registry did not agree with the method the Council had taken to clarify the boundary and instead stated that they required that the Trust property should be transferred from NHDC to ‘NHDC as trustee for Hitchin Town Hall Gymnasium and Workman’s Hall Trust’. Officers on behalf of the Trust considered the approach required by the Land Registry and were of the opinion that it was a mechanism that could be acceptable to the Trust to facilitate the Trust’s decision of 17 May 2010 to formalise the boundary change. The terms of the Transfer were in the final stages of being agreed.

The Legal Advisor drew the Sub-Committee’s attention to relevant guidance from the Charity Commission (CC33 - Acquiring Land), as attached at Appendix A to the report. It was noted that the situation the Trust was in was to regularise the existing position and therefore it was not an acquisition as envisaged by this guidance. However, Members noted that, at paragraph 2, it was stated "It is not intended to replace advice from a charity’s own professional advisers. The trustees will need to consult these whenever they propose to acquire land." At paragraph 18, it was further stated that "We strongly recommend that trustees proposing to buy land, whether for investment purposes or for use by the charity, obtain a report from a qualified surveyor who is acting solely for the trustees". Various considerations to be covered in the report are then listed.

The Legal Advisor commented that the Trust had, of course, previously obtained a surveyor’s report from Lambert Smith and Hampton in September 2009, the conclusion of which (section 23) was that the Trust and Council should agree the correct site boundary and "thereafter ensure that this interest is formally recognised on the title deed/plan". As the proposed transfer was giving effect to the surveyor's recommendation and was formalising the existing situation, the Trust’s officers were content that no further formal surveyor's report was required.

The Sub-Committee was advised that, as a result of the proposed terms of the Transfer, which included provisions to protect the Council in the event of future disposal to a third party, additional clauses would need to be added to the proposed Management Agreement to ensure the Council complied with, and indemnified the Trust against, these provisions. Examples included:

• The Council was to indemnify the Trust against the cost of any contribution the Trust had to make towards repair of the roadway;
• The grant of mutual rights of emergency access to the Council and Trust over their respective land; and
• The Council was to indemnify the Trust against any costs claimed in connection with the indemnity the Trust was giving in the transfer regarding ‘peaceful enjoyment’ of the remaining Council property, insofar as those costs arose from the Council's use of the Trust Property;

It had been previously resolved that the final wording of the Management Agreement could be agreed by Officers, in consultation with the Chairman of the Sub-Committee, and it was suggested that this approach should be maintained in respect of covering off any issues resulting from the terms of the Transfer.

The Legal Advisor explained that one potential issue of the approach required by the Land Registry was whether the Trust had more liabilities as a result of this proposal, as opposed to the previously identified approach where the boundary change was dealt with by a deed of variation or restriction on the title. This should not be the case as it was a question of formalising the current position, but any liabilities as a result of the terms of the Transfer would need to covered off within the management agreement. As a safeguard to the Trust, officers had contacted Lambert Smith and Hampton and asked them to:

• confirm that their advice had not changed since September 2009;
• cast an eye over the proposed transfer to ensure that any potential future disposal options were not undermined;
• confirm there were not any liabilities as a result of the proposed transfer that should concern the Trust; and
• ensure that any liabilities were covered within the management agreement.

The Legal Advisor verbally updated the Sub-Committee with the response received from Lambert Smith and Hampton immediately prior to the meeting, as follows:

• their advice had not changed since September 2009;
• they confirmed that any potential future disposal options were not undermined;
• the matters they raised under the third and fourth bullet points above were, in the opinion of the Legal Advisor, already covered in the Management Agreement. However, he would contact them to clarify these issues.

The Legal Advisor stated that, after the Trust’s property interest had been clarified with the Land Registry, the application would be made to the Charity Commission to re-instate the Trust. Although the Trust had yet to be re-registered with the Charity Commission, it was felt that this did not prevent the Sub-Committee from making decisions on the use of its facilities for the reasons explained in the previous reports on the agenda.

RESOLVED:

(1) That the contents of the report be noted;

(2) That the verbal update from officers in respect of the response from Lambert Smith and Hampton regarding the provision of surveyor’s input into the proposed transfer and management agreement be noted.

REASON FOR DECISION: To keep the Sub-Committee updated on other matters concerning the Trust.
Published on Monday, 17th January, 2011
Start - 6.00pm
End - 6.57pm