Utilisation of sub committee for Community Association Charity

Question

We are going through the pains of changing our Community Association from a charity dominated by Parish Council appointed Councillor trustees to hopefully a community led members-based charity with elected Trustees. This has come about because of the mass resignation of all public trustees in protest to the way the Councillor trustees operate. Despite this the PC has in the past  said it has (theoretically) no governance or financial responsibility towards the charity . The constitution provides for any dissolution of the old charity to be confirmed by the trustees and a public vote.  The change is moving at a snails pace but this Thursday the PC have called a extraordinary meeting to move things along and this inter alia involves the establishment of a PC Finance sub committee to manage the process at the request of the remaining trustee’s offer to delegate matters.  While I have doubts about this as being procedurally correct I want to get the subcommittee rules clear in my head .  Am I correct in saying 

a) Any subcommittee meetings must be advertised with an  Agenda, be minuted and open to the public (unless specifically excluded by resolution, giving reasons)

b) Only Cllrs can be members as it’s a Finance sub committee . Our SOs say “The members of a committee may include non-councillors unless it is a committee which regulates and controls the finances of the council”. Would that apply in our case?

Answer 1

As far as I know you are correct but if I were you I’d brush up on the conditions for excluding the press and public as this power is often misused

There could be a lot of issues about who has access to the Charity bank account in this interim period so I assume you have had advice from the Charity Commission?

Comments

With regard to the issue of non Cllrs members on such a sub committee would it  be acceptable to  have some  but with no voting rights ?

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In my experience only Councillors can be members of sub committees but others can attend and be allowed to contribute
It all depends on your Standing Orders

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Despite the fact that the proposed sub committee is taking over matters which relate to 20% of the PC entire budget, our clerk insists that this does not come under the "regulation and control the PC finances" . Is she right ??

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I’m no expert and this is an odd situation so to clarify matters has a resolution been passed to transfer the money from the Parish Council bank account to the Charity bank account?

Answer 2

(a). Yes your proposition is correct
(b) Yes also but members who are not cllrs of the Parish council cannot vote. There should be enough cllrs on the sub committee to enable quorate voting. The sub committee is not the actual finance committee.

Comments

Right the position is that the remaining trustees are getting worried about personal liability and were having difficulties moving to a CIO so they all resigned . It turns out that they cant if they leave less than three trustees so they used this extract from the charity’s objects “to maintain and manage the Community Centre whether alone or in co-operation with any local authority, person or body” as a legal reason to delegate the management of the charity to a PC subcommittee.  While that sounds somewhat iffy realistically there is seemingly no alternative . The trustees will  remain in post  but will not be part of the subcommittee.  They employed Centre Manger managing the charity day to day  while the  subcommittee negotiates all the legal  changes to the CIO. Last night the agenda sought to approve the creation of the sub committee and included terms of reference .
Part of those terms included “ The meetings will not be in public and no notice to the public need be given".   Our SOs under “all meetings” say that the public can be excluded from any meeting by means of a resolution and stating reasons .But surely they cannot determine that all meetings are non public  beforehand.

What recourse do  we have ?

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Standing Order 4(d)(x) of the current model states that the Council:
x.shall determine if the public and press are permitted to attend the meetings of a sub-committee and also the advance public notice requirements, if any, required for the meetings of a sub-committee;

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Yet para 3 d under meetings generally says
Meetings shall be open to the public unless their presence is prejudicial to
the public interest by reason of the confidential nature of the business to
be transacted or for other special reasons. The public’s exclusion from
part or all of a meeting shall be by a resolution which shall give reasons for
the public’s exclusion.
In this case the whole mess is about transferring more input to the community and as such is most definitely in the public interest

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...but there is discretion available for sub-committees, should the council choose to use it. A well-run, modern, transparent council wouldn't, but the above description is rarely used in connection with your happy band of cowboys!

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The new Charity is being created and while the model is not yet clear (association or foundation) the PC will no longer continue to appoint trustees i.e. they will be elected independently . This distancing from all governance aspects is welcome but can the PC resolve to  ban any Councillors from applying to become trustees in their own right as residents. I am assuming the constitution will be silent on that matter.

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The Parish Council controls the Parish Council. It can't interfere in the private lives of its residents.