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JERSEY HERITAGE TRUST: AMENDMENTS TO CONSTITUTION _______________
Lodged au Greffe on 19th March 2002 by Deputy G.C.L. Baudains of St. Clement
______________________________
STATES OF JERSEY
STATES GREFFE
150 2 0 0 2 P . 3 7
Price code: C
PROPOSITION
THE STATES are asked to decide whether they are of opinion -
to re f e r to their Act dated 25th May 1999 in which they approved a new constitution for the Jersey Heritage Trust,
and to request the Trust, in accordance with the provisions of 11.2 of the Constitution, to consider taking the necessary steps to amend its Constitution in the following manner -
(a ) in clause 3.2 for the words "any other method that may seem appropriate to it" substitute the words "other
methods that are appropriate";
(b ) in sub-clause 5.3.6 -
( i ) a fter the words "Jersey Heritage Trust shall" insert the words ", subject to the provisions of sub-
clause 5.3.6.1 below,";
( ii ) f or the words "Jersey Heritage Trust" where they appear for the second time substitute the words
"Jersey's heritage"; and
(ii i ) after the sub-clause insert the following sub-clauses -
" 5 .3 .6.1 A t least three of the Trustees appointed for their skills and experience in accordance with the provisions of sub-clause 5.3.5 above shall be appointed for their independence and expertise in archaeology and history and nominations for these three positions shall be invited from English Heritage, the Society for the Protection of Ancient Buildings (SPAB), the Council for British Archaeology (CBA) or bodies with similar aims and purposes.
5 .3 . 6.2 Th e Jersey Heritage Trust shall not exercise its powers under sub-clause 5.3.5 above to
appoint or re-appoint as trustee any person who does not fulfil the requirements of sub- clause 5.3.6.1 above unless there are already at that time 3 persons so qualified on the board of trustees.";
(c ) in clause 5.7 delete all the words after the word"shall" where it appears for the second time (including sub-
clauses 5.7.1 to 5.7.3) and substitute the following words "act bona fide in the best interests of Jersey's heritage at all times"; and
(d ) in sub-clause 5.11.1 for the words"the permission of the Jersey Heritage Trust" substitute the words "valid
reason".
DEPUTY G.C.L. BAUDAINS OF ST. CLEMENT
Report
I have been concerned about the damage being done to Mont Orgueil Castle over the last three or four years. My involvement in this issue has shown me also that the Jersey Heritage Trust has potential problems with its management of other parts of our heritage.
The common denominator is clearly a lack of expertise. One wouldn't expect the Board of a bank consisting solely of archaeologists to prosper, so it should come as no surprise that problems should occur with an organisation dealing with archaeology consisting of persons whose professional expertise and qualifications lie in the field of finance and non- archaeological disciplines.
In my view, clause 5.3.5 of the Jersey Heritage Trust's constitution is not at present being properly complied with, in so much as one might expect the skills and experience' requirement to include people with experience in archaeology and history. Presently none of the Trustees has professional experience in those fields.
The purpose of these amendments to the constitution is to ensure that, in future, the Jersey Heritage Trust includes people who are not only experienced in those disciplines, but who are also independent. Our heritage, both archaeological and monumental, is too important to be managed solely by well-intentioned amateurs, no matter how dedicated they are.
Clause 11.2 of the Jersey Heritage Trust's revised constitution as approved by the States on 25th May 1999 provides that the Trust may alter, amend or vary any of the provisions of clauses 3, 4 or 5 of the Constitution with the prior consent of the States and, for this reason, the proposition is set out as a request to the Trust to make these changes. The present constitution of the Trust is set out in Appendix A and a copy of clauses 3.2 and 5 as they would appear after the proposed changes is set out in Appendix B.
This proposition has no implications for the financial or manpower resources of the States.
JERSEY HERITAGE TRUST CONSTITUTION (as adopted by the States on 25th May 1999)
- D e f initions
1 . 1 I n this Constitution -
1 .1 . 1 w o rds importing the masculine gender shall include the female and neuter genders;
1 .1 . 2 w o rds in the singular shall include words in the plural and words in the plural shall include the singular;
1 .1 . 3 th e headings and sub-headings to this Constitution are inserted only for reference to the provisions
thereof and shall not affect the construction of such provisions;
1 .1 . 4 r e fe rence to the Finance and Economics Committee shall include such other committee as may succeed
it from time to time.
- I nc orporation
2 . 1 T he Jersey Heritage Trust was incorporated by the "Loi accordant un Acte d'Incorporation à l'Association dite
The Jersey Heritage Trust' ", which was registered in the Royal Court on 3rd June 1983.
- St a tement of purpose (objects)
3 . 1 Jersey's heritage and culture is special. The purpose of the Jersey Heritage Trust is to care for it,
promote wide access to it, act as advocates on its behalf, and bring imagination to telling its stories so that we inspire people to create a better Island for everyone.
3 . 2 I n order to accomplish this, the Jersey Heritage Trust shall, in addition to any other method that may seem
appropriate to it from time to time -
3 . 2 .1 c o llect, document, and preserve unique collections of artefacts, works of art, archival material,
specimens and information relating to the history, culture and environment of the Bailiwick of Jersey. These collections define the Island, hold the evidence for its historical development and act as the community's memory;
3 . 2 .2 m ake these collections widely accessible and promote learning through museums, galleries, the
archives centre, exhibitions and events in a range of venues, publications and the Internet;
3 .2 . 3 a c q uire, maintain, open and develop significant historic sites, museums and galleries, including Mont
Orgueil, Elizabeth Castle, Hamptonne, La Hougue Bie, the Jersey Museum, No. 9 Pier Road, the Jersey Archives Centre and the Sir Francis Cook Gallery;
3 .2 . 4 p r o vide comprehensive information, education and outreach services to a wide audience; 3 .2 . 5 p r o vide outstanding, memorable and inspirational experiences for the visiting public;
3 .2 . 6 w o rk with other organisations in and outside the Island, and in particular the Société Jersiaise, to
deliver these aims;
3 .2 . 7 p r o mote an inclusive sense of belonging and pride in the Island, advance the cause of its heritage and
support its cultural identity.
- P o w ers of the Jersey Heritage Trust
4 . 1 T he Jersey Heritage Trust has the powers granted to it under its Act of Incorporation, namely (in translation) - 4 .1 . 1 th e power to have and to use a special seal to certify all acts, contracts, agreements and undertakings;
4 .1 . 2 th e power to take, acquire, hold and possess all kinds of moveable and immovable property and to
receive, hold and possess all kinds of gifts and legacies of moveable and immovable property which may be made to it;
4 .1 . 3 th e power to appear before all courts and tribunals through its officers or other persons authorised by it; an d b y im p lication all other powers necessary to achieve its purposes.
4 . 2 T o enable it to carry out is purposes, the Jersey Heritage Trust may borrow such amounts as it shall consider
necessary from time to time, but it shall not secure any such borrowing upon any real property it may own or upon any collections it may own or hold without the prior written consent of the Finance and Economics Committee.
- B o a rd of trustees
5 . 1 T he Jersey Heritage Trust shall consist of and be governed by a board of trustees appointed in the manner set
out below.
5 . 2 T he powers of the Jersey Heritage Trust shall be exercised by the board of trustees. 5 . 3 T he board of trustees shall comprise -
5 .3 . 1 a c hairman nominated by the Finance and Economics Committee after consultation with the Jersey
Heritage Trust and appointed by the States of Jersey. The chairman shall be appointed for a period not exceeding four years, and may be re-appointed by the States of Jersey for one further period of four years, giving a maximum period of eight years in which any one individual appointed under this sub-clause can serve as chairman;
5 .3 . 2 th e President for the time being of the Société Jersiaise;
5 .3 . 3 [ a member for the time being of the States of Jersey who is committed to the objectives of the Jersey
Heritage Trust as set out in paragraph 3 of the Constitution, and][1] a member for the time being of the Finance and Economics Committee nominated in writing by that Committee;
5 .3 . 4 a tr ustee appointed by the Jersey Heritage Trust at its discretion but on the recommendation of the
Société Jersiaise. This trustee shall be appointed for a period not exceeding three years and may be re- appointed by the Jersey Heritage Trust for one further period of three years, giving a maximum period of six years in which any one individual appointed under this sub-clause can serve as a trustee;
1
5 .3 . 5 n o fewer than three and no more than [seven] further trustees appointed by the Jersey Heritage Trust
for the skills, experience and influence they can bring and the contribution they can make to the Jersey Heritage Trust. These trustees shall be appointed for a period not exceeding three years and may be re- appointed by the Jersey Heritage Trust for one further period of three years giving a maximum period of six years in which any one individual appointed under this sub-clause can serve as a trustee;
5 .3 . 6 I n exercising its powers of appointment under sub-clause 5.3.5 above, the Jersey Heritage Trust shall
use its best endeavours to ensure that the board of trustees shall be a diverse and balanced group of people in terms of gender, age, experience, skills, track record and attitudes, who share a commitment to the Jersey Heritage Trust;
5 .3 . 7 n o thing shall prevent a trustee appointed under one of the above sub-clauses and whose term has
expired for whatever reason from being appointed a trustee under any of the other above sub-clauses, save that -
5 . 3 .7 . 1 a c h a ir man appointed under 5.3.1 above cannot be re-appointed under any of the other
above sub-clauses unless a year has expired pursuant to the provisions of sub-clause 5.3.8 below;
5 . 3 .7 . 2 a tr u s te e appointed under sub-clause 5.3.4 above cannot be re-appointed a trustee under
sub-clause 5.3.5 above and vice versa unless a year has expired pursuant to the provisions of
sub-clause 5.3.8 below;
5 .3 . 8 f o r the purposes of this clause, a person who has not been a trustee of the Jersey Heritage Trust for one
year shall be eligible for re-appointment under any of the above provisions as if he had never before been a trustee of the Jersey Heritage Trust.
5 . 4 T he minimum number of trustees shall be seven and the maximum number of trustees shall be twelve.
5 . 5 I f the number of trustees falls below seven, then it shall be lawful for the remaining trustees to act as trustees
for the purpose of filling up vacancies but not for any other purpose.
5 . 6 T he trustees shall appoint a vice-chairman from among their number.
5 . 7 Fo r the duration of his appointment each trustee shall be an officer of the Jersey Heritage Trust and shall have
the following duties -
5 .7 . 1 to h old the purposes and values of the Jersey Heritage Trust;
5 .7 . 2 to p romote the purposes, objects and interests of the Jersey Heritage Trust; 5 .7 . 3 to a ct bona fide in the best interests of the Jersey Heritage Trust.
5 . 8 A trustee may at any time resign his trusteeship by giving not less than one month's notice in writing.
5 . 9 T he board of trustees may, by majority vote, terminate the appointment of any trustee appointed under sub-
clauses 5.3.4 and 5.3.5 for any reason.
5 . 1 0 The States of Jersey may terminate the appointment of the chairman for any reason.
5 . 1 1 The board of trustees may, by majority vote, terminate the appointment of any trustee upon the happening of
any of the following events, namely that the trustee -
5 .1 1 . 1 h a s been absent from three consecutive meetings of the Jersey Heritage Trust without the permission of
the Jersey Heritage Trust;
5 .1 1 . 2 h a s become bankrupt;
5 .1 1 . 3 is in capacitated by physical or mental illness.
5 . 1 2 A trustee shall retire on reaching the age of 75 years.
- P r o ceedings of the board of trustees
6 . 1 A t a meeting of the board of trustees of Jersey Heritage Trust -
6 .1 . 1 th e majority of the trustees shall form a quorum;
6 .1 . 2 th e chairman or vice-chairman shall preside;
6 .1 . 3 e a c h trustee shall have one vote on each matter for deliberation; and
6 .1 . 4 in t he event of an equality in the votes, the chairman of the meeting shall have a casting vote in addition
to his own vote.
6 . 2 A resolution is a valid resolution of the Jersey Heritage Trust even though it was not passed at a meeting of the
board of trustees if -
6 .2 . 1 it is signed or assented to by a majority of the trustees; and
6 .2 . 2 p r o per notice of the proposed resolution was given to all the trustees.
6 . 3 T he trustees shall keep proper minutes of their proceedings including minutes of any business transacted in
accordance with paragraph 6.2 above.
6 . 4 A ny two or more trustees shall have the right to convene meetings of the board of trustees.
6 . 5 Su bject to the provisions of this Constitution, the Jersey Heritage Trust may regulate its own proceedings and
pursuant thereto may adopt, alter, amend or vary rules for that purpose.
- E x pe nses of trustees
7 . 1 T he Jersey Heritage Trust shall pay to its trustees all reasonable out-of-pocket or other expenses occasioned in
the course of carrying out their duties, but subject thereto no trustee who is not otherwise an employee of the Jersey Heritage Trust or any company owned by it shall be remunerated.
- A ppo intment and remuneration of staff
8 . 1 T he Jersey Heritage Trust may appoint such officers and agents as it considers necessary for carrying out its
purposes.
8 . 2 T he Jersey Heritage Trust may -
8 .2 . 1 m a ke appointments on such terms as to remuneration, expenses, pensions and other conditions as it
thinks fit; and
8 .2 . 2 m a y establish and maintain such schemes or make such arrangements as it thinks fit for the payment of
pensions and other benefits in respect of its staff.
- A c c ounts
9 .1 The Jersey Heritage Trust shall keep accounts in such form as shall be acceptable to the Finance and
Economics Committee.
- A c countability to the States of Jersey
1 0 . 1 In recognition of the funds voted annually by the States of Jersey to the Jersey Heritage Trust to enable the
Trust to carry out its purpose and recognising the agreements between the States of Jersey and the Jersey Heritage Trust in respect of the castles and the collections owned by the States of Jersey, the board of trustees shall present annually to the Finance and Economics Committee a business plan, a report of the activities and achievements during the previous year and the audited accounts for the previous year of the Jersey Heritage Trust.
- A lt eration of Constitution
1 1 . 1 The Jersey Heritage Trust may alter, amend or vary any of the provisions of this Constitution other than
clauses 3, 4 and 5 hereof with the prior consent of the Finance and Economics Committee.
1 1 . 2 The Jersey Heritage Trust may alter, amend or vary any of the provisions of clauses 3, 4 and 5 of this
Constitution with the prior consent of the States of Jersey.
If the proposed amendments to the Jersey Heritage Trust constitution were made, clauses 3.2 and 5 would read as follows (the changes are shown underlined in italics) -
Clause 3.2
3 . 2 I n order to accomplish this, the Jersey Heritage Trust shall, in addition to other methods that are appropriate
from time to time -
Clause 5
5. B o a rd of trustees
5 . 1 T he Jersey Heritage Trust shall consist of and be governed by a board of trustees appointed in the manner set
out below.
5 . 2 T he powers of the Jersey Heritage Trust shall be exercised by the board of trustees. 5 . 3 T he board of trustees shall comprise -
5 .3 . 1 a c hairman nominated by the Finance and Economics Committee after consultation with the Jersey
Heritage Trust and appointed by the States of Jersey. The chairman shall be appointed for a period not exceeding four years, and may be re-appointed by the States of Jersey for one further period of four years, giving a maximum period of eight years in which any one individual appointed under this sub-clause can serve as chairman;
5 .3 . 2 th e President for the time being of the Société Jersiaise;
5 .3 . 3 [ a member for the time being of the States of Jersey who is committed to the objectives of the Jersey
Heritage Trust as set out in paragraph 3 of the Constitution, and][2] a member for the time being of the Finance and Economics Committee nominated in writing by that Committee;
5 .3 . 4 a tr ustee appointed by the Jersey Heritage Trust at its discretion but on the recommendation of the
Société Jersiaise. This trustee shall be appointed for a period not exceeding three years and may be re- appointed by the Jersey Heritage Trust for one further period of three years, giving a maximum period of six years in which any one individual appointed under this sub-clause can serve as a trustee;
5 .3 . 5 n o fewer than three and no more than [seven]2 further trustees appointed by the Jersey Heritage Trust
for the skills, experience and influence they can bring and the contribution they can make to the Jersey Heritage Trust. These trustees shall be appointed for a period not exceeding three years and may be re- appointed by the Jersey Heritage Trust for one further period of three years giving a maximum period of six years in which any one individual appointed under this sub-clause can serve as a trustee;
5 .3 . 6 I n exercising its powers of appointment under sub-clause 5.3.5 above, the Jersey Heritage Trust shall,
subject to the provisions of sub-clause 5.3.6.1 below, use its best endeavours to ensure that the board of trustees shall be a diverse and balanced group of people in terms of gender, age, experience, skills, track record and attitudes, who share a commitment to the Jersey's heritage;
5 . 3 .6 . 1 A t le a s t three of the Trustees appointed for their skills and experience in accordance with
the provisions of sub-clause 5.3.5 above shall be appointed for their independence and expertise in archaeology and history and nominations for these three positions shall be invited from English Heritage, the Society for the Protection of Ancient Buildings (SPAG), the Council for British Archaeology (CBA) or bodies with similar aims and purposes.
5 . 3 .6 . 2 Th e Je r sey Heritage Trust shall not exercise its powers under sub-clause 5.3.5 above to
appoint or re-appoint as trustee any person who does not fulfil the requirements of sub- clause 5.3.6.1 above unless there are already at that time 3 persons so qualified on the board of trustees.
5 .3 . 7 n o thing shall prevent a trustee appointed under one of the above sub-clauses and whose term has
expired for whatever reason from being appointed a trustee under any of the other above sub-clauses, save that -
5 . 3 .7 . 1 a c h a ir man appointed under 5.3.1 above cannot be re-appointed under any of the other
above sub-clauses unless a year has expired pursuant to the provisions of sub-clause 5.3.8 below;
5 . 3 .7 . 2 a tr u s te e appointed under sub-clause 5.3.4 above cannot be re-appointed a trustee under
sub-clause 5.3.5 above and vice versa unless a year has expired pursuant to the provisions of sub-clause 5.3.8 below;
5 .3 . 8 f o r the purposes of this clause, a person who has not been a trustee of the Jersey Heritage Trust for one
year shall be eligible for re-appointment under any of the above provisions as if he had never before been a trustee of the Jersey Heritage Trust.
5 . 4 T he minimum number of trustees shall be seven and the maximum number of trustees shall be twelve.
5 . 5 I f the number of trustees falls below seven, then it shall be lawful for the remaining trustees to act as trustees
for the purpose of filling up vacancies but not for any other purpose.
5 . 6 T he trustees shall appoint a vice-chairman from among their number.
5 . 7 Fo r the duration of his appointment each trustee shall be an officer of the Jersey Heritage Trust and shall act
bona fide in the best interests of Jersey's heritage at all times.
5 . 8 A trustee may at any time resign his trusteeship by giving not less than one month's notice in writing.
5 . 9 T he board of trustees may, by majority vote, terminate the appointment of any trustee appointed under sub-
clauses 5.3.4 and 5.3.5 for any reason.
5 . 1 0 The States of Jersey may terminate the appointment of the chairman for any reason.
5 . 1 1 The board of trustees may, by majority vote, terminate the appointment of any trustee upon the happening of
any of the following events, namely that the trustee -
5 .1 1 . 1 h a s been absent from three consecutive meetings of the Jersey Heritage Trust without valid reason; 5 .1 1 . 2 h a s become bankrupt;
5 .1 1 . 3 is in capacitated by physical or mental illness.
5 . 1 2 A trustee shall retire on reaching the age of 75 years.
[1]
Words inserted following adoption of an amendment of then Deputy A.S. Crowcroft . [2]
Words inserted following adoption of an amendment of then Deputy A.S. Crowcroft .