GOVERNANCE OF ST STEPHEN S HOUSE. Indenture of 1877

GOVERNANCE OF ST STEPHEN S HOUSE Indenture of 1877 THIS INDENTURE made the thirty first day of December One Thousand eight hundred and seventy seven BETWEEN the Reverend Edward King Doctor in Divinity Canon of the Cathedral Church of Christ in Oxford The Reverend William Bright Doctor in Divinity Canon of the same Cathedral Church The Reverend Edward Stuart Talbot Master of Arts Clerk in Holy Orders Warden of Keble College in the University of Oxford The Reverend Edwin Palmer Master of Arts Clerk in Holy Orders Professor of Latin in the said University The Reverend Edward Cooper Woollcombe Master of Arts Clerk in Holy Orders Fellow of Balliol College in the said University The Reverend John Wordsworth Master of Arts Clerk in Holy Orders of Brasenose College in the said University and The Reverend Henry Scott Holland Master of Arts Clerk in Holy Orders Senior Student of Christ Church in the said University of the first part and the said Edward King William Bright Edward Stuart Talbot and John Wordsworth hereinafter called The Trustees of the second part WHEREAS the said persons parties hereto of the first part have recently established and founded in Oxford a Society to be known as The Society of St Stephen s House and have purchased in the names of the said Trustees a Freehold House and premises to be called Saint Stephen s House situate in Park Street in the City of Oxford for the general object of furthering the education and training of Graduates of the Universities of Oxford and Cambridge and others preparing for Mission Work abroad or for other Ministerial work in the Church of England or Churches in Communion with the Church of England and for such other purposes as may tend to aid or further the above mentioned general object AND WHEREAS the rules and regulations contained in the Schedule hereunder written have been settled and agreed on as those under which the affairs of the said Society shall be carried on and conducted NOW THESE PRESENTS WITNESS that each of them the said parties hereto of the first part DO hereby approve of and confirm the said rules and regulations contained in the schedule hereunder written AND THIS INDENTURE further witnesseth that for the considerations aforesaid and at the request of the said parties hereto of the first part they the said Trustees do and each of them doth hereby agree and declare that they the said Trustees or the Survivors or Survivor of them or the Executors or Administrators of such Survivor their or his Assigns or other the Trustees or Trustee for the time being of these presents shall stand seized and possessed of the said Messuage and premises situate in Park Street aforesaid and known as St Stephen s House which have been conveyed to them the said Trustees by an Indenture dated the 16 th day of August 1876 and made between Frederick James Benwell of the first part the Reverend Robert Godfrey and Robert Godfrey the Younger of the second part Esther Davies Widow of the third part and the Trustees of the fourth part and

also of all other lands hereditaments and real estates and all terms estates and interests therein which shall from time to time be conveyed and assured or otherwise become vested in them the said Trustees or other the Trustees for the time being of these presents and shall also stand possessed of all stock in the Public funds and other securities and personal estate of what nature or kind soever which shall from time to time be assigned transferred or otherwise vested in the said Trustees or other the Trustees for the time being of these presents upon trust to stand seized and possessed thereof according to the nature and quality thereof respectively for the general benefit and use of the Society of St Stephen s House and subject thereto upon trust to pay all capital monies which may from time to time be raised by sale mortgage or otherwise of the said lands hereditaments or real estate or by the sale of the whole or any portions of the said personal estate and also all monies rents dividends and other annual income received by them from time to time into the hands of the Bankers for the time being of the said Society to the account and credit of the Treasurer of such Society and such payment shall be a sufficient discharge to the said Trustees or other the Trustees for the time being of these presents for all monies so received and paid by them AND UPON FURTHER TRUST from time to time at the direction of the said parties hereto of the first part or other the Members of the Committee of management (to be chosen in manner provided by the said rules and regulations) to sell and dispose of all or any of such estates as aforesaid or to charge mortgage demise or lease the same or any of them or any part thereof and also upon trust to dispose of all stocks funds and other personal estate or any part or parts thereof by sale transfer or other disposition thereof as and when the said parties hereto of the first part or other the said Committee of management shall from time to time and at any time direct and determine but in order to facilitate every sale which may be made and every lease which may be granted of any such real estates or terms or interest therein by the said Trustees or other the Trustees for the time being of these presents the conveyance or assignment of such real estate to the said Trustees or to the Trustees for the time being of these presents shall be so made and executed as effectually to authorise and empower the said Trustees or the Trustees for the time being of these presents to sell mortgage demise and otherwise deal with the premises therein comprised as if the same were absolutely their own and subject to no trusts whatever AND it is hereby agreed and declared that whenever any Trustee or Trustees or these presents shall die or desire to be discharged or shall refuse or become incapable to act then so soon as and as often as by any of the means aforesaid the number of the Trustees shall be reduced to two the said parties hereto of the first part or other the Committee of management for the time being shall select from among their number a new Trustee or new Trustees and the property then vested in the Trustees for the time being shall be forthwith assured assigned and transferred so that the same may be legally vested in the continuing or surviving Trustess and such new Trustees or Trustee as aforesaid AND it is hereby further agreed

and declared that all capital monies received and paid the the said Trustees or to the Trustees for the time being of these presents for the purpose of investment shall be by them invested in the Parliamentary stocks or funds of Great Britain or other Securities authorised for the investment of trust funds for the time being by Act of Parliament or by the Chancery Division of Her Majesty s High Court of Justice or in the purchase of or in exchange for real estate in Great Britain including leasehold hereditaments held for any term of which not less than sixty years shall be unexpired at the date of such investment or on the security of a Mortgage of any such real estate (and as respecting such leasehold estates either with or without production or investigation of the Lessors title) or in the purchase of guaranteed or Preference Shares on which the full amount of the subscribed capital shall have been paid up or Bonds Debentures or Debenture Stock of any Company in Great Britain or India or any of the Colonies incorporated by Act of Parliament and which shall be paying a dividend on their ordinary stock or shares with liberty from time to time to vary such investments as they shall in their uncontrolled discretion think fit AND LASTLY it is hereby agreed and declared that the said Trustees for the time being of these presents shall be entitled to the benefit of all indemnities and also shall be at liberty to use exercise and put in force all powers and authorities given to Trustees by any Act of Parliament for the time being in force IN WITNESS whereof the said parties to these presents have hereunto set their hands and seals the day and year first before written Rules and Regulations for the Government of the Society of St Stephen s House The Rules and Regulations for the Government of the Society of Saint Stephen's House as established by the Deed of December 31 1877 and subsequently amended on May 26 1977, May 22 1996, May 20 1997 and March 7 2002. 1. The Society shall be called the Society of Saint Stephen's House and shall be governed by the several parties to the above written Deed of the first part who shall be the first Committee of Management and by their Successors to be appointed as hereinafter set forth 2. The general object of the Society is the furthering the education and training of Graduates of the Universities of Oxford and Cambridge and others preparing for Mission Work abroad or for other Ministerial work in the Church of England or the Churches in communion with the Church of England and for such other purposes as may tend to aid or further this general object 3. The Committee of Management shall consist of the several persons parties hereto of the first part and of such other persons as may from time to time be elected by such Committee being in every case a communicant Anglican, unless

the Committee shall, under its constitution, make other arrangement. The Committee shall comprise not less than twelve nor more than twenty-three members with power to vote and not more than five with no power to vote. The Committee of Management shall meet at least three times in each calendar year and no business shall be transacted at any meeting unless at least one-third of the members with power to vote are present 4. The general administration government and management of the Society shall be regulated by the Committee of Management who shall have power at their discretion from time to time to appoint and remove the Principal, Vice-Principal, Tutors, Bursar and other officers. Certain of these duties may be delegated in such manner as the Committee of Management shall from time to time determine, which delegation shall not be held to be an amendment to these Rules and Regulations. The internal arrangements and general discipline of the House and the appointment and removal of domestic staff shall be under the direction of the Principal who shall be so long as he remains in office a member of the Committee of Management with power to vote. The Bursar shall also be a member of the Committee but with no power to vote. A member of staff, in addition to the Principal, may be appointed to the Committee. The Principal and the member of staff appointed should absent themselves from meetings when their terms of service are discussed 5. The Committee of Management shall have power to make all Bye Laws and regulations for the conduct of their own business and the Chairman for the time being of the said Committee shall always be entitled to a second casting vote on any question where there would otherwise be an equality of votes 6. The Committee of Management shall have power from time to time and at any time to sell Mortgage Exchange Demise or otherwise deal with all real and personal property of the Society and with the annual income thereof as they shall in their uncontrolled discretion think best for the general welfare of the Society 7. The Trustees of the Society shall always be elected from the Committee of Management and all estate both real and personal of the Society shall be from time to time vested in them and shall be held by them for the benefit of the said Society and upon the trusts set out in the above written Deed 8. The Committee of Management shall have power from time to time to alter and vary the above rules and regulations and to make new rules and regulations provided that they shall not in any case be inconsistent with the furtherance of the general objects of the Society but the Committee shall not alter or vary the above rules or make any new rules without in every case the sanction of a meeting of the Committee specially called for the purpose and confirmed at a

second meeting of the said Committee provided that no alteration is made which would permit the trustees to delegate or appoint an employee as trustee without the prior consent of the Charity Commissioners for England and Wales. The Committee must obtain the prior written approval of the Charity Commissioners before making any amendment which would include the power to remunerate a member of the Committee 9. If from want of funds or any other cause the Committee of Management shall be unable to carry on the said Society the Committee shall have power by a special resolution passed at a special meeting duly called to consider the same and confirmed at a subsequent meeting to dissolve the said Society and to order the sale and conversion of the whole of the property and effects of the Society into money and the clear monies produced thereby after paying all expenses attending such sale and conversion and all debts due from the Society shall be given to such charitable purposes in connection with the Church of England and in such shares and proportions as the Committee shall determine at a meeting called in like manner as hereinbefore provided and confirmed at a second meeting such last mentioned meetings to be held not less than six calendar months or more than twelve calendar months after the sale and conversion of the property shall have been completed Enrolled in the High Court of Justice (Chancery Division) the sixth day of March in the year of Our Lord 1878, (being first duly stamped) according to the tenor of the Statutes made for that purpose Signed Romilly Constitution of the Committee of Management 1. The Committee of Management is generally referred to as the House Council and any reference to the House Council shall be taken as referring to "the Committee of Management. 2. The House Council shall consist of up to twenty-four members, who are of two categories. The first category are voting members and have votes, and the second category are non-voting members, who can be present and can speak, but have no vote. 3. The voting members shall consist of: a) the Trustees under the Trust Deed b) the Chairman (if not otherwise a member) c) the Principal for the time being d) a member of the academic staff (who may be the Vice-Principal), elected by the academic staff other than the Principal (to whom Rule 3 of the Rules

and Regulations for the Government of St Stephen's House inasmuch as it requires each person on the House Council to be a communicant Anglican shall not apply) e) a student (who may be the Senior Student), elected by the student body f) two members nominated by the General Synod of the Church of England g) one member nominated by the Society of St John the Evangelist h) up to nine members co-opted by the House Council 4. The non-voting members (to whom Rule 3 of the Rules and Regulations for the Government of Saint Stephen's House, inasmuch as it requires each person on the House Council to be a communicant Anglican shall not apply) shall consist of: a) a member of staff of an institution of OPTET, on the nomination of the House Council b) the Vice- Principal, or if the Vice- Principal shall be elected under 3 (d) above, another member of the academic staff, elected by the staff other than the Principal c) the Senior Student, or, if the Senior Student shall be elected under 3 (e) above, another member of the student body, elected by the student body d) the Bursar 5. A nominated member of the staff of ABM may attend, and speak, at meetings 6. The Principal's Secretary shall attend meetings and serve as Secretary of the House Council, unless other provision is made by the House Council 7. Members under 3 (h) above shall be co-opted for a term of five years, which may be renewed for a second term of five years, after which they shall not be eligible for co-option until a year has elapsed since their membership ceased 8. The Chairman shall be elected by the House Council annually, and usually at the meeting at which the accounts are presented. The House Council shall also elect a Vice-Chairman. 9. Co-options to the House Council shall usually be made at the meeting at which the accounts are presented 10. If a member under 3 (h) above fails to attend three consecutive meetings, unless for reasons that satisfy the Chairman, that member shall be deemed to have resigned. The Chairman shall have full discretion in the decision as to the satisfactoriness of reasons proffered

11. The members in office at the time when this Constitution comes into effect shall remain in office and members under 3 (h) shall remain in office as provided by the draw the results of which were issued on June 2 1995 12. The House Council shall establish from its own members, voting and nonvoting, a Finance and General purposes Committee, which shall have such powers and duties as the House Council shall from time to time determine, which Committee shall itself elect its Chairman -o0o-