Meeting documents
Board of Trustees of the Recreation Ground, Bath
Wednesday, 6th June, 2007
BATH AND NORTH EAST SOMERSET
BATH RECREATION GROUND TRUST
Wednesday 6th June 2007
PRESENT -: Trustees - Councillors Chris Watt (Chair), David Hawkins and Vic Pritchard
Also in attendance: - Keith Bray, Trust Independent Adviser; Ms Francesca Quint, Senior Counsel, Vernon Hitchman (Solicitor to the Council), Jo Morrison (Democratic Services Manager)
1 ELECTION OF CHAIR
On a motion from Councillor David Hawkins, seconded by Councillor Vic Pritchard, it was
RESOLVED that Councillor Chris Watt be elected Chairman of the Trust Board.
2 EMERGENCY EVACUATION PROCEDURE
The Chair(person) drew attention to the emergency evacuation procedure as set out on the Agenda.
3 DECLARATIONS OF INTEREST UNDER THE LOCAL GOVERNMENT ACT 1972
There were no declarations of interest made.
4 TO ANNOUNCE ANY URGENT BUSINESS AGREED BY THE CHAIR(PERSON)
There were no items of urgent business.
5 PUBLIC STATEMENTS
Statements were made by the following members of the public (copies of which are available on the Minute book);
Helen Bennett (Bath ERE Unofficial Rugby Supporters Group)
Penny Brunton (Bath Rugby Supporters Club)
Bob Calleja (Bath Rugby)
Bob Holder (Bath Sport)
6 MINUTES: TUESDAY 17TH APRIL 2007
On a motion from Councillor Vic Pritchard, seconded by Councillor David Hawkins, it was
RESOLVED that the Trustees understood the minutes of the meeting held on Tuesday 17th April 2007 to be a correct record and were accordingly signed by the Chair(person).
7 REPORT ON FINANCIAL ISSUES AND RESPECTIVE ROLES OF THE BOARD AND THE COUNCIL (Report 8).
In introducing this report, Councillor Chris Watt drew the meeting's attention to the Roles & Responsibilities section at section 4.7 of the report. He wished to place on record the Trustees' need to give primary consideration to two governing principles;
o The purpose of the Trust according to its original objects;
o The long-term viability of the Trust and its financial position.
He reminded Trustees of the need to have regard exclusively to the interests of the Trust in their deliberations.
On a motion from Councillor Chris Watt, seconded by Councillor Vic Pritchard, it was
RESOLVED
(1) To note the loan of £120,000 approved by Council on 30th March as requested by the Trust on 23rd March;
(2) Note the appointments of Mr Keith Bray as Trust Independent Adviser and Ms Francesca Quint, Senior Counsel as senior legal adviser,enabled by the additional loan funding;
(3) Note the terms of the loans approved by Council to date and the draw down of funds from the Council to date of £175,000;
(4) Note the total estimated costs of taking the Strategic Review report through to completion of approximately £135,000 and the estimated costs of turnstile repairs of £62,000 taking the total loan required by the Trust at present to £197,000;
(5) Approve the further drawdown of £22,000 necessary to complete the Strategic Review report;
(6) Note that in taking forward the decisions from the Strategic Review, further expenditure will be incurred depending on the decision reached for which the Council has already approved an unspent balance of £23,000; and
(7) Note that in all matters connected with the Recreation Ground Trust that Councillor Malcolm Hanney will represent the Council as lead Member.
8 STRATEGIC REVIEW REPORT (Report 9).
In introducing this report, Councillor Chris Watt drew the meeting's attention to the three options at pages 50 - 53 of the Strategic Review and explained that the Trustees would be considering the merits of each option before coming to a decision.
With respect to Option 1, Councillor Chris Watt offered the view that, according to the judgment of Mr Justice Hart in 2002, the original charitable objects could be separated into principal and ancillary purposes. On this basis, it was clear to him that a principal purpose was to promote recreational activities. Removal of the Leisure Centre would offer the prospect of a net reduction in leisure and recreational activities. [There was data to show a large number of engagements in recreational activities taking place at the Leisure Centre.]
At this point, Francesca Quint, Senior Counsel, asked the Trustees to give consideration to the status of the Leisure Centre in the future and whether the Charity Commission view that its erection was in breach of the Trust and therefore needed correcting was accepted.
With regard to the ownership of the Leisure Centre and Car Park, Trustees noted that when the Council had built the Leisure Centre and Car Park in 1975, they had acted in good faith following legal advice that it would be in accordance with the conveyance. As an asset built on Trust land, and in the absence of a specific lease that specified otherwise, it was the view of the Trustees that ownership of the Leisure Centre therefore remained with the Trust, but on the basis that the Council met the deficit on running costs, and that this position should continue for the foreseeable future. Francesca Quint responded that on that basis the Trust would now need to negotiate with the Council to rescind its previous decision regarding disposal of the Leisure Centre.
The other principal consideration the Trustees bore in mind was the long-term viability of the Trust. The principal financial contributor to the Trust is the Rugby club; Option 1 would lead to the temporary lease not being granted and hence a significant reduction of income if Premiership Rugby were to cease at the Recreation Ground, which would not be in the interests of the Trust.
The Trustees' initial concern, therefore, was that the objectives of the Trust, given the rights of the Rugby Club and the existence of the Leisure Centre, would not be practically served by pursuing this option.
In considering Option 2, Trustees acknowledged that this moved away from the original Trust objectives with regard to the playing of professional sport, so it would be necessary to apply for a scheme.
Trustees took into consideration whether, by proposing such a change to the charitable objectives to enable professional sport to be played on a proportion of the ground and the Leisure Centre to be retained, this would lead to a net reduction in activities that fitted with the original charitable objectives. Their view, however, was that all evidence suggested there was no unmet demand for public recreational activities, given the existing range already available.
At this point in the meeting, Francesca Quint then asked the Trustees to consider if Option 2 (involving leasing more of the Ground to the Rugby Club) would enable more amateur sporting activities to be provided than with the other options.
In response to this point, the Chair commented that, if there was an indication from the Rugby Club that they would be amenable to supporting the Trust in the provision of facilities, there would be an opportunity to expand activities in line with the original objectives. Although still a speculative matter, it was nevertheless one worthy of consideration.
It was the Trustees' view that this option provided a significant level of financial security for the Trust at a lower risk than other options, while still being able to accommodate a range of amateur sporting activities.
With regard to Option 3, Trustees recogised the imaginative nature of this option, but felt that what was needed at this time was a definitive way forward. One of the responsibilties of the Trust was to protect its financial position; part of which would be to seek to repay any loans, so a speculative option such as this would not be sensible or in the best interests of the Trust.
Councillor David Hawkins commented that this option required the acquisition of land which was not currently in the ownership of the Trust, making this option not capable of being delivered in the short-term.
In view of the need to regularise the position as soon as possible, it was considered this Option was not to be preferred, although it could be reconsidered in the longer term.
The Chair then offered an opportunity for questions regarding various aspects of the Strategic Review.
During the questions, Andrew Mercer from Bath Sport asked the Trust Board why they felt it necessary to reject Option 3 at this stage and whether they considered this to be a robust decision in the light of the selected option still needing Charity Commission approval.
In response, the Chair observed that the consultation exercise had been very comprehensive although he acknowledged that the Charity Commission necessarily gave less weight to public opinion than Charity law. On behalf of the beneficiaries of the Trust, there was a need for this meeting to produce a robust decision with reasons. The preferred option would be the one that could deliver the most viable future for the Trust and, if the Charity Commission did not agree, the whole matter would come back to the Trust for further consideration.
Keith McGarrigle, on behalf of the Friends of the Rec, referred to the annual car park revenue of £168,000 and asked if this considerable source of income could not go towards the upkeep of the Ground.
In response, the Chair explained that the car park revenue when combined with the costs of providing the Leisure Centre (both of which were now recognised as being the responsibility of the Trust) still resulted in a loss overall on the Trust's accounts.
A number of other ad-hoc contributions were made.
The Trust then adjourned for 15 minutes.
Following the adjournment, the Chair outlined some key timescales. Once a decision had been reached at this meeting and communicated to the Charity Commission, he understood that a response regarding the temporary stand would be received from them within 72 hours. Councillor Chris Watt gave an assurance on behalf of the Trust that they would do everything possible to ensure that no delay would be caused on their part to frustrate the process.
In conclusion, the Chair explained the Trust's intention to discuss with the Charity Commission the future management arrangements of the Trust to further ensure the independent nature of their dealings. Their intention for future negotiations with the Commission was for a conciliatory and constructive approach.
On a motion from Councillor Vic Pritchard, seconded by Councillor David Hawkins, it was then
RESOLVED that the Trust Board
(1) Accepts Senior Counsel's advice concerning the ownership of the Leisure Centre and car park and acknowledges that it is indeed owned by the Trust having been provided as a gift by the Council;
(2) Requests that Bath and North East Somerset Council confirm that the Leisure Centre was provided for the Trust as a gift;
(3) Requests that the Council further agrees that the net operating loss emanating from the gift of the Leisure Centre and car park to the Trust is financed as a further gift by the Council for the remainder of the life of the present building;
(4) Rescinds its previous decision to dispose of the Leisure Centre and car park by sale to the Council;
(5) Agrees the proposals contained in option 2 as the preferred direction of travel for the future of the Recreation Ground Trust and instructs officers to notify the Charity Commission of its decision;
(6) Instructs officers of the Trust to arrange an urgent meeting with the Charity Commission to discuss this decision with a view to moving the preferred solution forward in the most expeditious way;
(7) Instructs officers of the Trust to inform the Commission that it will consider the future trusteeship arrangements for the Trust when a way forward has been agreed in principle;
(8) Requests the Charity Commision to make a scheme to deliver the following;
(a) The regularisation of the Leisure centre to allow it to remain on the Recreation Ground and allow its reconstruction from time to time to be determined by the Trust Board or until such time that the Trust Board determines that it no longer wishes to accommodate a Leisure centre on the Recreation Ground;
(b) The facility to dispose of further land to Bath Rugby Club in furtherance of the Trust's proposals subject to agreement of future leases and significant further charitable benefits to be agreed in conjunction with the Charity Commission;
(c) Redefinition of the objects of the Trust in accordance with Section 13(1)(e)(iii) of the 1993 Act on the grounds that the original purposes in whole or in part have, since they were laid down, ceased ... to provide a suitable and effective method of using the property available by virtue of the gift, regard being had to the spirit of the gift and as based on the Recreational Charities Act 1958 to deliver a modern, fit for purpose Recreational Trust and as described in the report;
(d) Provision of express powers to be included within the objects to enable the hiring and/or disposal of property, application and income of capital and extension of trusteeship and any other provisions as necessary to facilitate the modern operation of a Recreational Trust;
(e) Setting out trusteeship arrangements, following further consideration by the Trust Board;
(9) Instruct officers of the Trust to invite proposals for the future of the land occupied by the Rugby Club, and any extension required; and
(10) Will consider a further report to the Trust Board following the outcome of discussions and decisions of the Charity Commission.
The meeting ended at 12:23pm
Chair(person)
Date Confirmed and Signed