THIS DECLARATION OF TRUST is made this first day of January one thousand nine hundred and seventy three BY THE RIGHT HONOURABLE MASSEY HENRY BARON ROBOROUGH of Bickham House Roborough in the County of Devon and THE RIGHT REVEREND ROBERT BY DIVINE PERMISSION LORD BISHOP OF EXETER (hereinafter called "the Trustees") WHEREAS the Appointers have collected the sum of One Hundred Pounds to be held and applied by them upon the charitable trusts hereinafter declared concerning the same NOW THIS DEED WITNESSETH and the Trustees HEREBY DECLARE as follows:- 1 The Charity hereby created shall be known as "The Devon Historic Churches Trust" (hereinafter referred to as "the Trust") and this deed may be referred to in any document as "The Devon Historic Church Trust Deed" 2 In this deed the following expressions shall where the context admits bear the following meanings namely:- (i) "The Trust Deed" means this deed (ii) "The Trustees" means the Trustees or other trustees or trustee for the time being of the Trust (iii) The area of benefit means the County of Devon and the Diocese of Exeter and includes any parish or part of a parish which may now or subsequently be within the said Diocese but outside the County of Devon (iv) "Church" means any church (including a Cathedral Abbey Minster or Priory Church) Chapel or other building used for public worship for the time being whether belonging to or used by the Church of England or any other religious body (v) "The Trust Fund" means the said sum of one hundred pounds and any other money or property for the time being subject to the trusts hereof 3 The Trustees may appeal for and may accept any real or personal property of any nature to be held on the trusts hereof and shall hold the same when so received as part of the Trust Fund The Trustees may pay the proper expenses of any such appeal out of the Trust Fund 4 The Trustees shall hold the Trust Fund on trust to invest the same in investments hereby authorised with power to vary and transpose investments for or into others of a nature hereby authorised PROVIDED ALWAYS that nothing in this Clause shall prevent the Trustees from keeping in cash or on a current or deposit account at a Bank such sums of money as are reasonably required for the current purposes of the Trust from time to time 5 Money forming part of the Trust Fund and requiring investment may be invested or applied by the Trustees in the purchase of or in lending on the security of any form of property whatsoever or wheresoever and whether or not authorised by law for the investment of trust funds as if the Trustees were a single absolute owner thereof but not in loans or merely personal security or in stocks shares or securities payable to bearer 6 The Trustees shall stand possessed of the Trust Fund UPON TRUST to apply the income and capital thereof in such manner as they in their absolute discretion shall think fit for all or any of the following charitable purposes namely: the preservation repair maintenance improvement upkeep beautification and reconstruction of churches in the Diocese of Exeter area of benefit* and of monuments fittings fixtures stained glass furniture ornaments and chattels in such churches and of the churchyard belonging to such churches 7 For the charitable purposes aforesaid but not further or otherwise and subject always to the express provisions of the Trust Deed:- (i) The Trustees may do all such things as are permitted by law to the trustees of a charitable trust and as are incidental to the execution of the trusts hereof (ii) The Trustees may from time to time make vary and revoke regulations governing their own procedure and in respect of the execution of the Trust and the administration and management of the Trust Fund and generally in respect of the conduct of their business as trustees (iii) The Trustees may act by resolution (except where the law requires them to act by deed or in any other manner) and any such resolution shall be duly passed if is supported by a majority of the votes of those Trustees who are present and vote at a meeting duly convened and consisting of at least so many of the Trustees as shall be a quorum under the regulations of the Trust in force at the time (iv) The Trustees may delegate any of their functions to an Executive Committee consisting exclusively of Trustees and may give to any such committee any lawful and proper directions as to the conduct of its business (to which the committee shall confirm) and may at their discretion remove any member of any committee or dissolve the committee (v) The Executive Committee appointed by the Trustees shall be not more than Fourteen nor fewer than Seven in number The Executive Committee shall (subject to any directions from the Trustees) determine the procedure for any meeting and shall have power to appoint a Secretary The Executive Committee may from time to time appoint one or more sub-committees for specific purposes and may appoint to any such sub-committees any person whether or not he is himself a trustee (except that a committee charged with the making or changing of investments shall consist exclusively of Trustees) (vi) The Executive Committee may appoint nominees to hold property and assets of the Trust on behalf of the Trustees and subject to their discretions from time to time (vii) Subject to clause 8 (b) below* The Chairman of the Executive Committee shall be such person as the Lord Lieutenant of Devon and the Lord Bishop of Exeter for the time being shall by writing jointly appoint They shall have power to appoint one of themselves They shall have power in making such appointment to direct for how long the Chairman shall unless removed hold office They may remove the Chairman by written notice under their hands at any time NOTE: By Resolution of the Trustees made on 26 July 2004 Resolution No 3 The Trustees Resolved that all the provisions in the Trust Deed relating to an Executive Committee should cease to be effective. They further resolved that The Trustees should appoint from their number a Committee of Trustees to be called 'The Finance and General Purposes Committee', which should consist of The Chairman of the Trust, a Chairman (of the Committee) appointed by the Trustees, The Chairman of the Bike Ride Committee, The Secretary, (provided that he or she is a Trustee), The Treasurer, (provided that he or she is a Trustee), and such other Trustees as the Trustees may decide. They further resolved that the Finance and General Purposes Committee should constitute an effective quorum when four or more members were present. They further Resolved that the Finance and General Purposes Committee may appoint nominees to hold property and assets of the Trustees and subject to their discretions from time to time. 8 (a)(i) The Trustees shall be not more than forty in number nor fewer than five in number but acts done by the Trustees when they are more than forty or fewer than five shall not be invalid for that reason NOTE: By Resolution of the Trustees made on 26 July 2004 Resolution No 5 The Trustees Resolved that the provisions of clause 8(a)(i) should be modified so that the Trustees should not be more than twenty in number. (a)(ii) The Trustees hereby appoint the persons specified in the Schedule hereunder written to be Trustees of the Trust (b) The Lord Lieutenant of Devon and the Lord Bishop of Exeter for the time being shall be Trustees by virtue of their offices and the power of appointing new Trustees of the Trust Deed shall be vested jointly in them* (b)(1) The ex officio trustees will be The Lord Lieutenant of Devon and The Lord Bishop of Exeter for the time being, each being ("an office holder") respectively (b)(2) If unwilling to act as an ex officio trustee an office holder may: (a) before accepting appointment as an ex officio trustee give notice in writing to the Trustees of his or her unwillingness to act in that capacity; or (b) after accepting appointment as an ex officio trustee resign under the provisions contained in clause 8(d) below In either case the office of ex officio trustee will then remain vacant until an office holder ceases to hold office (b)(3) At any time during the vacancy in the office of ex officio trustee due to an office holder's unwillingness to act or resignation the Trustees may appoint an additional Trustee (b)(4) Subject to clause 8(d) below an additional Trustee will hold office until he vacancy in the office of ex officio trustee ends* NOTE: By Resolution of the Trustees made on 26 July 2004 Resolution No 1 The Trustees noted the wishes of The Lord Lieutenant of Devon and The Lord Bishop of Exeter severally to cease to be Trustees of the Trust, and their willingness to be appointed Patrons of the Trust, and they Resolved that they be so appointed. Resolution No 2 The Trustees Resolved that, during periods when the Lord Lieutenant and the Lord Bishop are not Trustees of the Trust the power of appointing new Trustees, and of appointing a Chairman, shall be exercised by the existing Trustees NOTE: By Resolution of the Trustees made on 25 July 2005 Resolution No 2 made on 26th July 2004 should be amended so that it reads: The Trustees Resolved that, during periods when the Lord Lieutenant and the Lord Bishop are not Trustees of the Trust the power of appointing new Trustees, and of appointing a Chairman, shall be exercised by resolution of the Trustees (c) Any person appointed as a Trustee or becoming such by virtue of his office shall sign in the Minute Book of the Trustees within twenty one days of his appointment or of his becoming a Trustee a declaration of his acceptance of the Trust and shall not act in the Trusts hereof until he has so signed NOTE: By Resolution of the Trustees made on 26 July 2004 Resolution No 4 The Trustees Resolved that the provisions of Clause 8(c) of the Trust Deed should be annulled, and that in their place it should be provided that every deed of appointment of new trustees should contain a declaration by the new trustee that he or she accepts the position of Trustee and undertakes to act in accordance with the Declaration of Trust as varied by all legal modifications of the same. NOTE: By Resolution of the Trustees made on 25 July 2005 The Trustees Resolved that the provisions of Clause 8(c) of the Trust Deed should be annulled, and that in their place it should be provided that every new trustee must sign a declaration of willingness to act as a Trustee of the Trust before he or she is eligible to vote at any meeting of the Trustees (d) Any Trustee may retire from the Trusts of the Trust Deed upon giving two months notice in writing of his intention so to do to the Chairman or Secretary for the time being of the Trustees and upon the expiration of such two months the Trustee giving notice shall cease to be a Trustee. (e) Every person present at a meeting of Trustees shall have one vote and five trustees present at a meeting of the Trustees shall form a quorum 9 No Trustee shall be personally liable for any loss to the trust occasioned otherwise than by his own negligence or dishonesty 10 Any Bank or other party dealing with the Trustees in good faith shall be entitled to assume that any operations on any bank account or any instructions to deal with cheques cash or securities on behalf of the Trustees have received all necessary authorisations provided they are in accordance with any notification given to such Bank or other party under the hand of any two of the Trustees purporting to set forth a regulation made by the Trustees 11 All travelling expenses properly incurred by any Trustee in attending meetings of the Trustees or otherwise in the execution of his duties as a Trustee shall be deemed to be expenses incurred in or about the execution of the trusts hereof within the meaning of sub-section (2) of Section 30 of the Trustee Act 1925 12 The Trustees shall from time to time pay out of the capital or income of the Trust Fund as they think fit their proper expenses of and incidental to executing the trust and such expenses shall be deemed to include all the proper costs of and preliminary to the preparation execution and stamping of the Trust Deed. IN WITNESS whereof the parties hereto have hereunto set their hands and seals the day and year first written above The Right Honourable Henry Massey Baron Roborough The Right Reverend Robert Lord Bishop of Exeter (Note: The Schedule, containing the list of original Trustees, is not reproduced here. All of them are either deceased or retired from the Trust) * Deletions and additions marked with an asterisk are made under an Order of the Charity Commission dated 4 June 2004. By the same Order the charity is given the following Power of Amendment and concluding General Provision POWER OF AMENDMENT (1) The Trustees (subject to the provisions of this clause) may from time to amend he trusts if they are satisfied that it is expedient in the interests of the charity to do so (2) The Trustees must not make any amendment which would have the effect directly or indirectly of: (a) altering or extending the purposes of the charity (b) authorising the trustees to do anything which is expressly prohibited by the trusts of the charity (c) causing the charity to cease to be a charity at law (d) altering or extending the power of amendment that is conferred by this clause 3 The Trustees must obtain the prior written approval of the Commissioners before making any amendment which would have the effect directly or indirectly of : (a) enabling them to spend permanent endowment or capitalise income of the charity (b) conferring a benefit of any kind on all or any of the current trustees or their successors (c) restricting the existing right of any person (other than the trustees) to appoint or remove a charity trustee, or trustee for the charity, or to intervene in the administration of the charity, without the consent of that person (d) varying the name of the charity 4 An amendment may be made only by a resolution passed at a meeting of the trustees of which not less than 21 days notice has been given. The notice must set out the terms of the proposed amendment 5 The trustees must: (a) prepare a written memorandum of each amendment that it makes, which must be signed at the meeting at which the amendment is made by the person chairing the meeting (b)send to the Commissioners a certified copy of the memorandum within three months of the date of the meeting; and (c) retain the memorandum as part of the governing document GENERAL PROVISION Questions relating to the Scheme The Commissioners may decide any question put to them concerning: (1) the interpretation of this scheme; or (2) the propriety or validity of anything done or intended to be done under it This document is a fully amended and annotated version of The Trust Deed as at 10th November 2005 John Malleson Hon. Secretary and Trustee