To advise the Committee on progress.
Minutes:
The General Manager, Mr Holder, advised the meeting that since 1995 he had been given to believe by the Charity Commission that a Section 36 order was required to be submitted to them whereby the charity would be authorised to grant the Firoka Group (the preferred investment partner) a long lease. Mr Holder went on to outline the recent history in relation to the request for wider powers by Alexandra Palace Charitable Trust and the coming into force of the statutory instrument containing those powers. The Charities (Alexandra Park and Palace) Order 2004 empowered the Trustees, subject to the consent by Order of the Charity Commissioners, to grant a lease of the whole or part or parts of the Palace and its immediate surrounding area. The process to select an investment partner had been undertaken by the Charity Trustees with the benefit of extensive and comprehensive professional advice. At the Board’s Special Meeting on 27 March 2006 the Board resolved to authorise commencement of detailed negotiations with Firoka and to seek a Section 36 Order from the Charity Commission. The Board subsequently, at its meeting on 24 July 2006, approved draft documentation and delegated authority for drafting changes to the General Manager.
Mr Holder advised that the Commission had invited the Trustees to apply for a scheme which would authorise the trustees to grant a lease to Firoka (Alexandra Palace) Limited. Mr Holder explained that technically in the current context there were two relevant mechanisms whereby a lease could be authorised. The first was by means of a scheme containing an order under Section 16 of the Charities Act 1993. The second was by an Order under Section 36 of the Charities Act 1993. Mr Holder commented that the Commission had now indicated that the former mechanism would be appropriate because this would give a legal basis and clear procedure for giving public notice, inviting and considering representations. This process also accorded with an undertaking given by the Minister during the course of the parliamentary debate in January 2004 on what became the 2004 SI. On that occasion the Minister indicated that the Commission would publish a draft of the Order and invite and consider representations. The Board then formally agreed the submission of an application for Section 16 Order at a special meeting on 25 October 2006. Mr Holder also referred the Committee to the draft Order which was tabled. Mr Holder then went on to outline the process for advertisement whereby the Charity Commission would publish the Section 16 order for in the local, and national press (The Times) with a statutory period of 1 month for responses to be submitted directly to them. Following on from then the Charity Commission would consider any such submissions and either agree the draft order, or seek further clarification from the Trustees. This timescale for process was not prescribed.
Mr Holder also advised that the Board at its meeting on 14 November 2006 would be considering its final decision with regard to the Master Agreement, Lease, Project Agreement and Employment and Pensions Agreement to be entered into with the Firoka Group. Should the Board agree these documents then this will be binding on the parties subject only to the granting of the Section 16 Order by the Charity Commission.
In response to questions by the Chair as to the likely timescales Mr Holder illustrated the process by example. If the Section 16 Order was advertised in the press on 16 November 2006 then the statutory period would be for I month to 16 December 2006. Following this period there was an indefinite period for the Charity Commission to determine the responses received. The Board would still be likely to determine the lease and project agreement on 14 November 2006 and consider make the decision subject the consent of the Charity Commission.
(Councillor Dobbie arrived at 20:15HRS)
The Committee then commenced a wide ranging discussion in respect of the Draft Section 16 Order, the Advisory Committee’s future auspices, its relationship with the Board post transfer of the asset and the recognition by the Board of the role of Advisory Committee, as summarised below:
· Concerns that Advisory Committee, in terms of the draft Order, be provided with copies of the proper procedures the Board intends to devise to monitor and review the performance of Firoka of the covenants contained in the lease, and how these procedures would restrict the use of the leased premise to uses consistent with the aims of the charity; in particular to maintain the Palace as a place of pubic resort and recreation and for other public purposes, bearing in mind the SAC’s statutory obligation to promote the objects of the charity;
*that there was explicit need for the Board to address itself to the question and provide the SAC with a written answer in detail how the role and function of the SAC, as provided for in Part III, Schedule 1, paras 19/20 of the Act will be maintained after the lease was entered into with the tenant, with particular regard to the question as to how the SAC would discharge its statutory duties under the Act;
· that it was felt explicit that the Board ought to make a provision in the lease to preserve the current powers and duties of the SAC to enable the local community in the form of the current make-up of the SAC (local residents’ associations’ representatives and councillors) to continue to be consulted and for the tenant to have due and proper regard to its views, and use their best efforts to give effect to its recommendations, in respect of the general policy relating to the activities and events arranged or permitted in the Palace, and generally in respect of the functions of the SAC under Schedule 1 Part III of the Act;
· that the SAC should have sight of a copy of the draft lease, the project agreement and master agreement to be entered into by the Board of Trustees and the Firoka Group to enable the SAC to become conversant with the terms of the lease insofar it effects the role of the SAC and the aims of the charity under the provisions of the Act.
Following the protracted discussions the Chair, after a brief summary of the points raised by the Clerk, summarised and it was:
RESOLVED
1. That the Alexandra Palace and Park Board be advised that as way of background to 2 A-D below:
i. On 20th July, 2006 the SAC resolved to request that the Alexandra Palace and Park Board (the Board”) take account of, inter alia, three particular points relating to the future use of the Palace as set out in subparagraphs (i) –(iii) of the Resolution, concerning the role of the SAC after the Board grants the proposed Lease of the Palace to Firoka, at its (then) next meeting 24th July,2006; and
ii. having noted the Board’s “Responses” at its meeting on 24th July, 2006, as set out in a… “Draft Extract of a minute…” of the Board’s meeting on 24th July, 2006, which included a reference to the Lease and a clause (or paragraph) 3.14 which (allegedly) contained a “clear provision…of the requirement by statute to consult, that this was a statutory obligation. and that this clause would cover all requirements to consult..” (quotations from the draft minute), and noting that this provision / clause nor (any) other relevant parts of the lease had not been provided or disclosed to the SAC; and
iii. having further noted that the draft Order of the Charity Commission requires the Board
(a) “to devise proper procedures” to enable it frequently and regularly (to) monitor and review the performance of the tenant under the covenants of the lease (paragraph 4(1)); and
(b) that the procedures shall address in particular those covenants restricting the use of the Palace to uses consistent with (the Alexandra Park and Palace Act 1985) (“the Act”) and preventing the use of (the Palace) from interfering with (the Park) (paragraph 4(2));
iv. and having regard to the Board’ statutory obligation not just to “consult” with the SAC on all matters specified in paragraph 19 of Schedule 1 Part III to the Act but also to have “due and proper regard to advice from the (SAC) on those matters”… and ..“to use their best endeavours to give effect to such reasonable recommendations of the SAC as are expedient in the interests of the charity and consistent with the trusts...” (clause 9(3) of the Act);and
v. the SAC expressing its concern that the Board has not given due and proper consideration to the future function and role of the SAC after the granting of the lease taking into account the SAC’s statutory obligation to promote the objects of the charity and the fact that the intention of the Act ,in respect of the SAC, was to give local residents and councillors a say and the right to be consulted by the body running the Palace (currently the Board) inter alia on all matters concerning the activities and events arranged or permitted in the Palace
2. The SAC resolves to advise and recommend to the Board;
A. that in terms of the draft Order the Board should provide and disclose to the SAC the proper procedures it intends to devise to monitor and review the performance by (Firoka) of the covenants contained in the lease, and how these procedures will restrict the use of the leased premise to uses consistent with the aims of the charity; in particular to maintain the Palace as a place of pubic resort and recreation and for other public purposes, bearing in mind the SAC’s statutory obligation to promote the objects of the charity;
B. that the Board should address itself to the question (and provide the SAC with a written answer in detail) how the role and function of the SAC, as provided for in Part III,Schedule 1,paras 19/20 of the Act will be maintained after the lease is entered into with the tenant, with particular regard to the question as to how the SAC is to discharge its statutory duties under the Act;,
C. that the Board ought to make a provision in the lease to preserve the current powers and duties of the SAC to enable the local community in the form of the current make-up of the SAC (local residents’ associations’ representatives and councillors) to continue to be consulted and for the tenant to have due and proper regard to its views, and use their best efforts to give effect to its recommendations, in respect of the general policy relating to the activities and events arranged or permitted in the Palace, and generally in respect of the functions of the SAC under Schedule 1 Part III of the Act;
D. that the Board provides the SAC with a copy of the draft lease, the project agreement and master agreement to be entered into by the Board of Trustees and the Firoka Group to enable the SAC to become conversant with the terms of the lease insofar it effects the role of the SAC and the aims of the charity under the provisions of the Act.
N.B. The Board is also advised that the SAC intends to hold a special meeting of the SAC on 22nd November, 2006 to consider the Board’s responses, and to determine its collective response to the proposed Section 16 Order, and any representation the SAC may wish to make to the Charity Commission in respect of the section 16 Order.
Councillor Dobbie asked that his dissent to the above resolution be recorded.
The Chair sought clarification from the Clerk to the Committee in relation to his role in respect of the Advisory Committee’s likely intention to submit a collective response to the Charity Commission when the Section 16 Order had been published.
The Clerk – Mr Hart advised the Committee that he would be able to facilitate the proposed special Advisory Committee on 22 November 2006 to record the considerations of the Advisory Committee in terms of its response to the deliberations of the Board of 14 November 2006 with regard to the this evening’s resolutions. The Clerk advised that where the Advisory Committee would determine its likely responses to the proposed advertisement, whilst he would be able to minute such deliberations, at the point where the Advisory Committee were to then formulate its joint response then the formal meeting would cease and Clerk would withdraw from the proceedings.