Congleton Museum Trust – Governance FAQ

Trustees are appointed by the members at a General Meeting in accordance with Articles 37–38. At each Annual General Meeting (AGM), all elected Trustees retire and may be re-elected by the members (Article 37). The nomination procedure is cover by Article 38: a written notice of nomination must be submitted by a member to the registered office of the Trust not less than 3 and not more than 21 days before the meeting, together with the candidate’s own written consent to be elected.

Outside a General Meeting, Trustees may only be appointed through co-option by the Board of Trustees under Article 39, and any co-opted Trustee holds office only until the next AGM. The Articles provide no other method of appointing Trustees.

Article 40 states that an elected Trustee may be removed only by an extraordinary resolution of the Trust at a General Meeting.
Article 17 requires that any meeting convened to pass a Special or Extraordinary Resolution — and the resolution itself — must be notified to the members with at least 21 clear days’ notice, and the notice must explicitly state that a Special Resolution will be proposed.
Under Companies Act 2006 section 283, a Special Resolution requires not less than 75% of votes in favour.
The Articles provide no other mechanism for removing a Trustee.

No. Neither the Articles nor the Companies Act 2006 contain any mechanism for the temporary suspension of a Trustee. A Trustee’s position ends only either through automatic disqualification (Article 35) or removal by Special or Extraordinary Resolution (Articles 40).

Article 35 lists the only grounds for automatic vacation of office: bankruptcy, mental incapacity, legal prohibition from holding office, taking a paid position in the Trust without member approval, written resignation, or failing to declare an interest in a contract. In these situations, the office is vacated without a vote.

Article 32 states that all the business of the Trust shall be managed by the Trustees collectively. This includes the power to spend Trust funds, commission work (including investigations), appoint personnel, establish procedures and committees, and delegate functions (Articles 33–34, 46–48). Trustees may exercise all powers not reserved to the General Meeting. These management powers apply to the Board as a whole, not to any single Trustee.

Yes. Article 32 allows Trustees to manage the business of the Trust. Expenses reasonably connected with governance, compliance or investigation of potential breaches fall within this managerial authority. The Articles contain no prohibition on such expenditure.

Article 5 clearly states that the power of admitting members is exercised by the Trustees collectively. This decision cannot be taken by a single Trustee or by staff. Membership decisions are solely the responsibility of the Board.

There is no minimum time requirement. Under Article 6, a person becomes a member only once their signed application, payment and entry into the Register of Members are completed.
If this has happened before the meeting opens, they may attend and vote.The Articles set no cut-off date.

No. A member who appears in the Register of Members and whose membership has not expired or been discontinued under Articles 10 or 12 has full rights to attend and vote at General Meetings (Article 26). Refusing entry to such a member is a breach of the Articles. Membership lasts for the full subscription period, during which all rights apply.

Only if decided collectively under Article 12. Articles do not authorise ad-hoc freezes or moratoria on membership. Any refusal must follow the procedure in Article 12 and cannot be made by an individual Trustee.

Yes. Article 26 ensures one vote per member and forbids proxy voting. If the membership is valid, the member may attend and vote at all General Meetings without restriction.

No. Under Article 16, members may requisition an EGM, and if Trustees fail to convene it, members may do so under Companies Act rules. The procedures, rights and voting rules are identical for all General Meetings (Articles 17–26). The only difference is in Article 21: an EGM requisitioned by members dissolves if no quorum appears within 30 minutes, whereas an EGM convened by Trustees is adjourned.

Article 22 requires that the Chairman of the Board of Trustees chairs every General Meeting. If the Chairman does not attend within 15 minutes or is unwilling to chair, the members must elect another Trustee to chair the meeting. Non-Trustees cannot chair any General Meeting under the Articles.

Article 17 requires the notice to specify the general nature of the business. Article 23 prohibits transacting any business not covered by the original notice, even at an adjourned meeting. This means the agenda is fixed: only business stated in the notice, or clearly within the same general nature, may be considered. Adding items from the floor is not permitted.

Breaches include excluding valid members (Articles 20–26), altering the agenda without re-notice (Articles 17 and 23), holding a meeting chaired by a non-Trustee (Article 22), and attempting to remove Trustees without a Special Resolution (Articles 40–41). A resolution of the members is valid only if the meeting is held and conducted in accordance with the Articles and the relevant provisions of the Companies Act 2006.