The Souls and Shadows Foundation

 

This Declaration of Trust is made the 5th day of March 2007 by Louisa Rachael Clare Barlow-Olsen of ..... Ashley Paul Samuel Barlow and Samantha Lesley Barlow both of ....Jens Strom Olsen of .... and Simon Junker of .... (‘the first Trustees’)

The first Trustees hold the sum of one thousand pounds (£1000.00) on the trusts declared in this deed and they expect that more money or assets will be acquired by them on the same trusts.

Now this deed witnesses as follows:

1. Administration

The charitable trust created by this deed (the charity’) shall be administered by the Trustees. (In this deed the expression ‘the Trustees’ refers to the individuals who are the Trustees of the Charity at any given time. It includes the first Trustees and their successors. The word ‘Trustee’ is used to refer to any one of the Trustees.)

2. Name

The Charity shall be called ‘The Souls and Shadows Foundation’ in memory of the late Caspar Norman Strom Barlow-Olsen.

3. Application of Income

The Trustees must apply the income of the Charity in furthering the following objects (‘the objects’):

a) The relief of depression or sadness in patients suffering from a terminal illness and their families by the provision of music therapy on an individual or group basis with specific reference to song writing.
b) The relief of depression or sadness in a palliative context focussing on ‘pending loss, loss and bereavement’ to children individuals and their families by the provision of music therapy on an individual or group basis with specific reference to song writing.

c) The provision of education and training in music therapy to include the funding of ‘one-off’ bursaries for trainee music therapists as an adjunct to objects a and b above.


4. Application of Capital

At their discretion the Trustees may spend all or any part of the capital of the Charity in furthering the objects.

5. Powers

In addition to any other powers they: have the Trustees may exercise any of the following powers in order to further the objects (but not for any other purpose):

i) to raise funds. In exercising this power the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
ii) to buy take lease or in exchange hire or otherwise acquire property and to maintain and equip it for use;
iii) to sell lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power the Trustees must comply as appropriate with sections 36 and 37 of the Charities Act 1993;
iv) to borrow money and to charge the whole or any part of the property belonging to the Charity as security for repayment of the money borrowed. The Trustees must comply with sections 38 and 39 of the Charities Act 1993 if they wish to mortgage land owned by the Charity.
v) to co-operate with other charities voluntary bodies and statutory authorities and to exchange information and advice with them;
vi) to establish or support any charitable trusts associations or institutions formed for any of the charitable purposes included in the objects;
vii) to acquire merge with or enter into partnership or joint venture arrangement with any other Charity formed for any of the objects;
viii) to create such advisory committees as the Trustees think fit;
ix) to employ and remunerate such staff as are necessary for the carrying out the work of the Charity;
x) to do any other lawful thing that is necessary or desirable for the achievement of the objects.

6. Statutory Powers

Nothing in this deed restricts or excludes the exercise by the Trustees of the powers given by the Trustee Act 2000 as regards investment the acquisition or disposal of land and the employment of agents nominees and custodians.

7. Delegation

i) In addition to their statutory powers the Trustees may delegate any of their powers or functions to a committee of two or more Trustees. A committee must act in accordance with any directions given by the Trustees. It must report its decisions and activities fully and promptly to the Trustees. It must not incur expenditure on behalf of the Charity except in accordance with a budget previously agreed by the Trustees.
ii) The Trustees must exercise their powers jointly at properly convened meetings except where they have:
a) Delegated the exercise of the powers (either under this or any statutory provision) or
b) Made some other arrangements by regulations under clause 21

iii) The Trustees must consider from time to time whether the powers or functions which they have delegated should continue to be delegated.

8. Duty of Care and Extent of Liability

When exercising any power (whether given to them by this deed or by statute or by any rule of law) in administering or managing the Charity each of the Trustees must use the level of care and skill that is reasonable in the circumstances taking into account any special knowledge or experience that he she has or claims to have (‘the duty of care’).

No Trustee and no-one exercising powers or responsibilities that have been delegated by the trustees shall be liable for any act or failure to act unless in acting or failing to act he or she has failed to discharge the duty of care.

9. Appointment of Trustees

i) There must be at least three Trustees. Apart from the first Trustees every Trustee must be appointed by a resolution of the Trustees passed at a special meeting called under clause 15 of this deed.
ii) In selecting individuals for appointment as Trustees the Trustees must have regard to the skills knowledge and experience needed for the effective administration of the Charity,
iii) The Trustees must keep a record of the name and address and the dates of appointment re-appointment and retirement of each Trustee.
iv) The Trustees must make available to each new Trust on his or her first appointment:
a) a copy of this deed and any amendments made to it;
b) a copy of the Charity’s latest report and statement of accounts.
v) The first Trustees shall hold office for as long as they so desire.

10. Eligibility for Trusteeship

v) No one shall be appointed as a Trustee:
a) If he she is under the age of 18 years; or
b) If he she would at once be disqualified from office under the provisions of clause 11 of this deed.
vi) No one shall be entitled to act as a trustee whether on appointment or on any re-appointment as Trustee until he or she has expressly acknowledged in whatever way the Trustees decide his or her acceptance of office of Trustee of the Charity.


11. Termination of Trusteeship

A Trustee shall cease to hold office if he or she:
i) is disqualified from acting a Trustee by virtue of section 72 of the Charities Act 1993 or any statutory re-enactment or modification of that provision;
ii) becomes incapable by reason of mental disorder illness or injury of managing his or her own affairs;
iii) is absent without permission of the Trustees from all their meetings held within a six month period and the Trustees resolve that his or her office be vacated; or
iv) notifies the Trustees of a wish to resign (but only if three or more Trustees will remain in office when the notice of resignation take effect).

12. Vacancies

If a vacancy occurs the Trustees must note the fact in the minutes of their next meeting. Any eligible Trustee may be re-appointed. So long as there are fewer than three Trustees none of the powers or discretions conferred by this deed or by law on the Trustees shall be exercisable by the remaining Trustees except the power of appointing new Trustees.

13. Ordinary Meetings

The Trustees must hold at least two ordinary meetings each year. One such meeting in each year must involve the physical presence of current Trustees. Other meetings may take the form of videoconferencing or such other medium as the Trustees decide provided that the form chosen enables the Trustees to both see and hear one another.

14. Calling Meetings

The Trustees must arrange at each meeting the date time and place of their next meeting unless arrangements have already been made. Ordinary meetings may also be called at any time by the person elected to chair meetings of the Trustees or by any two Trustees. In that case not less than ten days clear notice must be given to the other Trustees. The first meeting of the Trustees must take place within one month of the date of this deed.


15. Special Meetings

A special meeting may be called at any time by the person elected to chair meetings of the Trustees or by any two Trustees. Not less than four clear days notice must be given to the other Trustees of the matters to be discussed at the meeting. However if those matters include the appointment of a Trustee or a proposal to amend any of the trusts of this deed not less than twenty one days notice must be given. A special meeting may be called to take place immediately after or before an ordinary meeting.

16. Chairing of Meetings

The Trustees at their first ordinary meeting in each year must elect one of their number to chair their meetings. The person so elected shall always be eligible for re-election. If that person is not present within ten minutes of the time appointed for holding the meeting or if no one has been elected or if the person elected has ceased to be a Trustee the Trustees present must choose one of their number to chair the meeting

The person elected to chair the meetings of the Trustees shall have no other additional functions or powers except those conferred by this deed or delegated to him or her by the Trustees.

17. Quorum

i) Subject to the following provision of this clause no business shall be conducted at a meeting of Trustees unless at least one third of the total number of Trustees at the time or a minimum of two Trustees whichever greater are present throughout the meeting.
ii) The Trustees may make regulations specifying different quorums for meetings dealing with different types of business.

18. Voting

At meetings decisions must be made by a majority of the Trustees present and voting on the question. The person chairing the meeting shall have a casting vote whether or not he or she has voted previously on the same question but no Trustee in any circumstances shall have more than one vote.



19. Conflict of Interest

A Trustee must absent himself or herself from any discussion of the Trustees in which it is possible that a conflict of interest may arise between his or her personal duty to act solely in the interest of the Charity and any personal interest (including but not limited to any personal financial interest).

20. Minutes
The Trustees must keep minutes in books kept for the purpose or by such other means as the Trustees decide of the proceedings at their meetings. In the minutes the Trustees must record their decisions and where appropriate the reasons for these decisions. The Trustees must approve the minutes in accordance with the procedures laid down in regulations made under clause 21 of this deed.

21. General Power to Make Regulations

The Trustees may from time to time make regulations for the management of the Charity and the conduct of their business including:
i) the calling of meetings;
ii) methods of making decisions in order to deal with cases or urgency when a meeting is impractical;
iii) the deposit of money at a bank;
iv) the custody of documents and
v) the keeping and authenticating of records. (If regulations made under this clause permit records of the Charity to be kept in electronic form and requires a Trustee to sign the record the regulations must specify a method of recording the signature that enables it to be properly authenticated.)

The Trustees must not make regulations which are inconsistent with anything in this deed.

22. Accounts, Annual Report and Annual Return

The Trustees must comply with their obligations under the Charities Act 1993 with regard to:
i) the keeping of accounting records for the Charity;
ii) the preparation of annual statements of account for the Charity;
iii) the auditing or independent examination of the statements of accounts of the Charity;
iv) the transmission of the statements of account of the Charity to the Commission;
v) the preparation of an annual report and its transmission to the Commission;
vi) the preparation of an annual return and its transmission to the Commission.

23. Registered Particulars

The Trustees must notify the Commission promptly of any changes to the Charity’s entry on the Central Register of Charities

24. Bank Account.

Any Bank or Building Society account in which any of the funds of the Charity are deposited must be operated by the Trustees and held in the name of the Charity. Unless regulations of the Trustees make other provision all cheques and orders for payment of money from an account shall be signed by at least two Trustees.

25. Trustees not to benefit financially from their Trusteeship

i) unless expressly authorised in writing in advance by the Commission to do so no Trustee may buy goods or services provided to the Charity or sell goods or services to the Charity or receive remuneration or receive any other financial benefit from the Charity or from any trading company owned by the Charity.
ii) This clause applies to affirm or company of which the Trustee is;
a) a partner;
b) an employee;
c) a consultant;
d) a director; or
e) a shareholder unless the shares of the company are listed on a recognised Stock Exchange and the Trustee holds less than 1% of the issued share capital as it applies to a Trustee personally.

iii) In this clause:
a) ‘Charity’ shall include any company in which the Charity;
i. holds more than 50% of the shares; or
ii. controls more than 50% of the voting rights attached to the shares’ or
iii. has the right to appoint one or more directors to the Board of the company.
b) ‘Trustee’ shall include any child parent grandchild grandparent brother sister or spouse of the Trustee or any person living with the Trustee as his or her partner.

26. Repair and Insurance

The Trustees must keep in repair and insure to their full value against fire and other usual risks all the buildings of the Charity (except those buildings that are required to be kept in repair and insured by a tenant). They must also insure suitably in respect of public liability and employers liability.



27. Expenses

The Trustees may use the Charity’s funds to meet any necessary and reasonable expenses which they incur in the course of carrying out their responsibilities as Trustees of the Charity.

28. Amendment of Trust Deed

i) The Trustees may amend the provisions of this deed provided:
a) No amendment may be made to clause 3 (Application of Income) clause 8 (Duty of Care) clause 25 (Trustees not to benefit financially from their Trusteeship) clause 29 (Dissolution) or this clause without the prior consent in writing of the Commission; and
b) No amendment may be made whose effect is that the Charity ceases to be a Charity at law.
ii) Any amendment of this deed must be made by deed following a decision of the Trustees made at a special meeting.
iii) The Trustees must send to the Commission a certified copy of the deed effecting any amendment made under this clause within three months of it being made.

29. Dissolution

The Trustees may dissolve the Charity if they decided that it is necessary or desirable to do so. To be effective a proposal to dissolve the Charity must be passed at a special meeting by a two-thirds majority of the Trustees. Any assets of the Charity that are left after the Charity’s debts have been paid (the net assets’) must be given:
i) to another Charity (or other Charities) with objects that are no wider than the Charity’s own for the general purposes of the recipient Charity (or Charities); or
ii) to any Charity for use for the particular purposes which fall within the Charities objects.

The Commission must be notified promptly that the Charity has been dissolved and if the Trustees were obliged to send the Charity’s accounts to the Commission for the accounting period which ended before its dissolution they must be send the Commission the Charity’s final accounts.

30. Interpretation

In this deed all references to particular legislation are to be understood as references to legislation in force at the date pf this deed and also to any subsequent legislation that adds to modifies or replaces that legislation.

IN WITNESS of this deed the parties to it have signed below:

Signed as a deed by:
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on this ………….day of ……………………………………………….2007
in the presence of:
……………………………………………………………………………………………………………………………. Witness’s Name
…………………………………………………………………………………………………………………………….. Witness’s Address
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Signed as a deed by:
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on this ………….day of ……………………………………………….2007
in the presence of:
……………………………………………………………………………………………………………………………. Witness’s Name
…………………………………………………………………………………………………………………………….. Witness’s Address
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Signed as a deed by:
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on this ………….day of ……………………………………………….2007
in the presence of:
……………………………………………………………………………………………………………………………. Witness’s Name
…………………………………………………………………………………………………………………………….. Witness’s Address
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Signed as a deed by:
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on this ………….day of ……………………………………………….2007
in the presence of:
……………………………………………………………………………………………………………………………. Witness’s Name
…………………………………………………………………………………………………………………………….. Witness’s Address
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Signed as a deed by:
…………………………………………………………………………………………………………………………..
on this ………….day of ……………………………………………….2007
in the presence of:
……………………………………………………………………………………………………………………………. Witness’s Name
…………………………………………………………………………………………………………………………….. Witness’s Address
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