Epitome

Hawarden Institute was established on 11th April 1854 as ‘A Mechanics’ Institute and Literary Improvement Society’ in Hawarden to meet ‘the intellectual wants of the increasing inhabitants of this neighbourhood’. By 1890 its building was in poor condition and too small, and it was decided to provide a new centre ‘for the physical, social, and intellectual interests of all classes in the parish of Hawarden’. In 1893 a new Constitution was drawn up with the purpose of providing for the ‘social moral and intellectual benefit of the people of Hawarden’. The Governing Instrument of the Institute is a Trust Deed dated 27th February 1894.

The Institute evolved throughout the 20th Century with varying emphasis on the Gymnasium, the Drill Hall for Volunteer Forces, the Library, Educational Courses and Lectures, drama and music, hobbies, games, voluntary work and training, and social gatherings. For many years it suffered from a narrow single entrance and the lack of a car park, but this was remedied in the 1990’s and the Institute was refurbished with support from the Heritage Lottery Fund. It is the objective of the Trustees and the Council of Management that it shall continue to evolve “for the benefit of the people of Hawarden”.

The Trust Deed of 27th February 1894 appointed Trustees and empowered them to make rules and regulations for the control, management and use of the Institute and to revoke, alter and amend these rules and regulations. The Trust Deed also required the Members of the Institute to frame a scheme of Management with rules and regulations, and to appoint a Council and Committee or Committees, which rules and regulations must be approved by the Trustees.

In accordance with the said Trust Deed the Trustees and the Council of Management (sitting as the Joint Committee referred to in paragraphs 9 & 10 of the Constitution appended hereto) decided during the year 2000 to frame a single set of new rules and regulations to be entitled the Constitution of the Hawarden Institute to revise and define both the powers and functions of the Trustees and the rules and regulations of the Council of Management.

Purpose

The Institute is for the benefit of the people of Hawarden in the spirit of the purposes rehearsed in the above Epitome.

Constitution

1. By a Trust Deed of 27th February 1894 the Institute is vested in three Trustees being the Rector of the Parish of Hawarden, the Lord of the Manor of Hawarden and one Trustee elected on behalf of the Parish of Hawarden.

2. By the said Trust Deed, in the event of either the Rector of Hawarden or the Lord of the Manor of Hawarden being unwilling or unable to act as Trustees, the Trustees shall elect some other person as Trustee in their place.

3. By the said Trust Deed the Third Trustee shall be appointed by ballot by the Vestry of the Parish of Hawarden or by any Representative Body established by Law in succession to or substitution of such Vestry.

4. By the said Trust Deed the Trustees have power to make rules and regulations for the control, management and use of the Institute and to revoke, amend or alter such rules and regulations as they shall of their own discretion think fit.

5. By the said Trust Deed the Members of the Institute shall at their discretion appoint a Council and Committee or Committees to draw up rules and regulations (which rules or regulations must be approved by the Trustees) to secure the good management and good order of the Institute. (The Members mentioned above are now known as The Regular Users).

6. The Trustees shall hold one ordinary meeting each year at the Institute or at such other place in the Parish of Hawarden as is agreed by them.

7. The Trustees may at any time arrange between themselves a special meeting for transacting any business relating to the Trust as occasion may arise.

8. On 17th October 1933 the ninety-nine year lease granted on 27th February 1894 to the Trustees by the Trustees of the will of William Henry Gladstone deceased was revoked and the freehold of the Land occupied by the Institute, including the tennis court now the Car Park, was conveyed to the Trustees by the successors in title of William Henry Gladstone.

9. On 21st February 1985 the Trustees established a Joint Committee for the purpose of liaison between the Trustees and the Council of Management.

10. The members of the Joint Committee are as follows: The Trustees; The Secretary of the Trustees if a separate person; The Chairman, Honorary Secretary and Honorary Treasurer of the Council of Management; and, if co-opted, one other member of the Council of Management. The Chairman of the Trustees shall preside.

11. The Council of Management was established with the approval of the Trustees in accordance with article 5 above.

12. The Trustees have approved the Constitution of the Council of Management in accordance with articles 13 to 41 below.

13. The Council of Management shall consist of not less than twelve persons, of whom five shall be a quorum.

14. All members of the Council of Management shall be elected by majority vote by the Regular Users of the Institute attending the Annual General Meeting.

15. If a Member of the Council of Management has not attended a meeting of the Council for at least six months, or for such longer period as the Council shall at its sole discretion decide, that person shall cease to be a member of the said Council.

16. The Chairman, Vice-Chairman, Honorary Secretary, and Honorary Treasurer of the Council of Management shall be elected annually by majority vote of the Members of the Institute attending the Annual General Meeting.

17. In this Constitution a Meeting of the Institute, means a meeting of the Trustees together with the Council of Management and the Regular Users of the institute. The Chairman of the Council of Management shall preside at all meetings of the Institute.

18.  The Honorary Secretary shall give at least 21 days notice of the date and time of the Annual General Meeting, which shall be held at the Institute.

19. The Honorary Secretary shall require in writing at least seven days before the Annual General Meeting nominations of persons to stand for election as members or officers of the Council of Management. No person other than those who have been Regular Users and Officers during the year preceding the Annual General Meeting shall be accepted as a candidate for election unless so nominated.

20. The Institute shall be open to adult residents of the ancient ecclesiastical parish of Hawarden and to any such other person as the Council of Management shall decide.

21.  The Council of Management shall make such rules as it thinks fit for Junior Users but they shall not have the right to attend meetings of the Institute or of the Council of Management unless invited by the Chairman to do so. The word adult in this clause shall refer to persons aged 18 years and above unless the Council of Management shall determine otherwise.

22. The qualification for adult Regular Users to attend, speak and vote at Annual, Ordinary and Extraordinary Meetings of the Institute and to attend meetings of the Council of Management under Clause 27 of this Constitution shall depend on rules decided by the Council of Management.

23. The Trustees shall have the right to attend, speak and vote at all Meetings of the Institute.

24. An extraordinary meeting of the Institute shall be held either by decision of the Council of Management or if a request for such a meeting be addressed to the Honorary Secretary giving the reason for the request and signed by at least fifteen Members of the Institute. The arrangements for any such ordinary or extraordinary meeting shall be made by the Council of Management which shall give at least 21 days notice of the date and time of such meeting.

25. The Council of Management shall hold at least eight meetings each year (in addition to the Annual and any other meeting of the Institute) and shall decide its own rules for giving notice of such meetings. The Minutes of all Meetings of the Institute and the Council of Management shall be kept by the Honorary Secretary or such other person as the Council of Management shall appoint and shall be confirmed at the next meeting and signed and dated by the Chairman.

26. Regular Users of the Institute may attend meetings of the Council of Management but may not speak except with the specific approval of the Chairman. They shall not vote.

27. The Council of Management may, however, decide at its sole discretion that non-Members of the said Council shall be excluded from a meeting or part of a meeting.

28. The Council of Management may establish Committees or sub-committees as it shall think fit and shall appoint the Chairman of any such committee or sub-committee. The Council of Management shall decide whether any person who is not a member of the Council of Management shall be co-opted to any Committee or sub-committee. Committees or sub-committees shall decide their own rules subject to the approval of the Chairman of the Council of Management. Non-members of the said Council shall not be admitted to meetings of Committees or sub-committees, unless they are members of such committees or sub-committees.

29. The Council of Management may appoint any such person or persons as it thinks fit as paid members of the staff and shall be responsible for Contracts of Employment in accordance with Statutory requirements.

30.  The Council of Management shall arrange for the Insurance of the Institute against fire and against all such risks as the Trustees shall reasonably require, including Employer’s and Public Liabilities.

31.  The Council of Management shall ensure that all reasonable steps are taken for the prevention and control of accidents and emergencies and the security of the Premises, and that all statutory requirements as to health and safety and the sale of alcohol are adhered to.
32.  The Council of Management shall take such steps as are necessary for the maintenance of the premises.

33.The Council of Management shall obtain the approval of the Trustees before making any structural additions or alterations to the premises or any major improvement or alteration to fixtures and fittings.

34. No part of the premises shall be let for purposes other than the Purpose of the Institute unless not required for the Purpose of the Institute, which Purpose shall where practicable take into account the interests of small groups. Any letting other than for the Purpose of the Institute must be agreed by the Trustees.

35. All notices required by the Constitution and all Minutes of the Council of Management shall be circulated in writing to the Trustees and to the members of the Council of Management by the Honorary Secretary, and shall be displayed on the Institute Notice Board.

36. The Honorary Treasurer shall ensure that the books of the Council of Management are well and accurately kept and that the Annual Accounts of the Institute are drawn up in accordance with the requirements of the Charity Commission.

37. All decisions of the Institute and of the Council of Management shall be decided by majority vote and in the event of a tie the Chairman of the Council of Management shall have an additional casting vote. Voting shall be in the first instance by a show of hands. The Chairman shall decide at his discretion whether to hold a secret ballot and whether to appoint tellers to determine the result of any vote.

38. If the Chairman does not decide to hold a secret ballot, any Regular User of the Institute or of the Council of Management (as the case may be) may move a secret ballot, and such ballot shall be held if duly seconded and requested by five persons (including the Proposer and Seconder) standing in their places. In the event of a secret ballot Tellers shall be nominated by the Chairman and approved by a majority of those present.

39. No proxy votes shall be allowed either at meetings of the Institute nor of the Council of Management.

40.  This Constitution may be amended by proposal agreed by a simple majority of the Trustees or of the Council of Management, provided that a special meeting of the Council of Management and the Trustees together shall then approve the proposal by a majority of 2 to 1. Notice of at least 21 days of any such joint meeting shall be given by the Honorary secretary of the Council of Management. The Chairman of the Trustees shall preside at such a meeting and in the event of an indecisive vote he shall have an additional casting vote. Any amendment shall come in to force when approved by a majority at the Annual General Meeting of the Institute, or at such later date as that meeting may decide.

41.  In this Constitution any reference to a male person shall be taken to refer equally to a female person and vice versa.