These Template Clauses are for use on the purchase of property to be held on the Methodist Model Trusts set out under Part III of Schedule 2 to the Methodist Church Act 1976

Before sending the purchase contract and transfer deed prepared by the seller’s solicitors to TMCP for approval, please consider the contents of the Purchase Guidance for Solicitors and incorporate the following provisions making only amendments necessary to take account of differences in terminology between the rest of the documents and the template clauses such as if reference is made to “the Land” as opposed to “the Property”:

Part 1 - Contract

1. The buyer

The buyer should be described as:

If the managing trustee body is not itself a registered charity:

1A. “Trustees for Methodist Church Purposes of Central Buildings Oldham Street Manchester M1 1JQ (registered charity number 1136358) (Board) as custodian trustees acting by the [Church Council] OR [Circuit Meeting] OR [OTHER APPROPRIATE MANAGING TRUSTEE BODY] of [NAME OF MANAGING TRUSTEE BODY] (*1) as managing trustees (Managing Trustees)

If the managing trustee body is itself a registered charity (*2):

1B. “Trustees for Methodist Church Purposes of Central Buildings Oldham Street Manchester M1 1JQ (registered charity number 1136358) (Board) as custodian trustees acting by the [Church Council] OR [Circuit Meeting] OR [OTHER APPROPRIATE MANAGING TRUSTEE BODY] of [NAME OF REGISTERED CHARITY] (registered charity number [NUMBER]) as managing trustees (Managing Trustees)”

2. Charity law and Methodist law statements

The following provisions must be included in the body of the contract:
 
a) “The Property will be held by the Board in trust for a non-exempt charity and the restrictions on disposition imposed by sections 117 to 121 of the Charities Act 2011 will apply to the Property (subject to section 117(3) of that Act).”

b) “All obligations on the part of the Buyer in this Contract shall be construed as being obligations on the part of the Managing Trustees only and nothing in this Contract shall impose any personal or other liability on the Board as custodian trustees.”

3. Additional clauses

If there is to be a delay between exchange and completion e.g. conditional contract and completion is not envisaged for several months:

a) “In this Contract references to the Managing Trustees shall include their successors from time to time ascertained in accordance with the provisions of Part II of Schedule 2 to the Methodist Church Act 1976”

4. Authority to Sign

If the contract is to be executed as a deed (e.g. a development agreement):

a) “This Contract has been approved and ordered to be executed by a resolution duly passed at a duly constituted meeting of the Managing Trustees and it is intended to be executed by two of the Managing Trustees upon whom the Managing Trustees acting under Section 333 of the Charities Act 2011 have duly conferred a general authority to execute in the names and on behalf of the Managing Trustees all assurances and other deeds and instruments;” and

b) “The Board has signified its concurrence to this purchase by affixing its common seal to this Contract with the sanction of two of its Board Members.”


Part 2 - Transfer deed

1. Transferee for entry on the register:

“TRUSTEES FOR METHODIST CHURCH PURPOSES being a charitable body corporate established by the Methodist Church Act 1939 and registered charity number 1136358”

2. Transferee's intended address(es) for service in the U.K. (including postcode) for entry on the register:

“Central Buildings, Oldham Street, Manchester M1 1JQ”

No other address should appear on the register.

3. Declaration of Trust

Please include provisions declaring that:

3.1 “The Transferee is to hold the Property as custodian trustees upon the model trusts of the Methodist Church for the time being contained in Part III of Schedule 2 to the Methodist Church Act 1976 (Model Trusts).”

3.2 If the managing trustee body is not itself a registered charity:

“The management of the Property and the exercise of any power or discretion expressed to be exercisable by the trustees or the managing trustees under the Model Trusts shall be vested in [1st NOMINATED MANAGING TRUSTEE] and [2nd NOMINATED MANAGING TRUSTEE] and others the members (or such of the members as have attained full age) of the [Church Council] OR [Circuit Meeting] OR [OTHER APPROPRIATE MANAGING TRUSTEE BODY] of [NAME OF MANAGING TRUSTEE BODY] (*3) as managing trustees  care of [ADDRESS] (*4) (together “the Managing Trustees”) and in their successors from time to time as managing trustees of the Property ascertained in accordance with the provisions of Part II of Schedule 2 to the Methodist Church Act 1976.”

OR

3.3 If the managing trustee body is itself a registered charity:

“The management of the Property and the exercise of any power or discretion expressed to be exercisable by the trustees or the managing trustees under the Model Trusts shall be vested in [1st NOMINATED MANAGING TRUSTEE] and [2nd NOMINATED MANAGING TRUSTEE] and others the members (or such of the members as have attained full age) of the [Church Council] OR [Circuit Meeting] OR [OTHER APPROPRIATE MANAGING TRUSTEE BODY] of [NAME OF REGISTERED CHARITY] (registered charity number [NUMBER]) care of [ADDRESS] (*5)  (together “the Managing Trustees”) and in their successors from time to time as managing trustees of the Property ascertained in accordance with the provisions of Part II of Schedule 2 to the Methodist Church Act 1976.”

4. Additional Provisions

Please include the following provisions (in a Continuation Sheet if necessary), which are required in order to comply with charity law:

“4.1 The Property will, as a result of this Transfer, be held by or in trust for a non-exempt charity and the restrictions on disposition imposed by sections 117 to 121 of the Charities Act 2011 will apply to the Property (subject to section 117(3)of that Act).”

“4.2 By a resolution duly passed at a duly constituted meeting of the Managing Trustees this Transfer is intended to be executed by two of the Managing Trustees upon whom the Managing Trustees acting under Section 333 of the Charities Act 2011 have duly conferred a general authority to execute in the names and on behalf of the Managing Trustees all assurances and other deeds and instruments.”

“4.3 The Transferee has signified its concurrence to this purchase by affixing its common seal to this Transfer with the sanction of two of its Board Members”

5. Covenants

As Custodian Trustees, the transferee will not give any covenants nor undertake any obligations in the transfer deed.  Any obligations or other liability on the part of the transferee must fall on the Managing Trustees instead.  Equally, any covenants in favour of the transferee should be enforceable by the Managing Trustees as well as by the transferee.  Therefore, if any covenants or other obligations are being given or undertaken in the transfer, please ensure the draft adequately reflects the Custodian/Managing Trustees’ position and consider including provisions as follows (or similar):

“5.1 Wherever the Transferee covenants with the Transferor in this Transfer those covenants shall be construed as being given by the Managing Trustees on behalf of the Transferee and nothing in this Transfer shall impose any personal or other liability on the Transferee as custodian trustees.”

“5.2 Wherever the Transferor covenants with the Transferee in this Transfer those covenants shall be deemed to be made separately with the Managing Trustees as well as with the Transferee.”

6. Execution Provisions

The COMMON SEAL of the TRUSTEES FOR

METHODIST CHURCH PURPOSES was hereunto

affixed with the sanction of the two members

whose signatures are hereto subscribed

 

 

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Signature of Board Member

 

 

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Signature of Board Member

 

 

 

SIGNED as a Deed by [NAME OF FIRST MANAGING TRUSTEE]

in the presence of:

 

 

Witness signature

 

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Witness name

 

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Witness address

 

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Witness occupation

 

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(signature of authorised Managing Trustee)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNED as a Deed by [NAME OF SECOND MANAGING TRUSTEE]
in the presence of:

 

Witness signature

 

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Witness name

 

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Witness address

 

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Witness occupation

 

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(signature of authorised Managing Trustee)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Footnotes  
(*1)

Please insert the name of the appropriate local, circuit, district or connexional body e.g. “The Church Council of the High Street Methodist Church.” OR; “The Circuit Meeting of the Area Circuit”.

(*2) The Charities Act 2006 removed the Methodist Church’s previous “excepted from registration” status, meaning that Methodist trustee bodies whose income and assets exceed the relevant thresholds must now register as separate charities.
(*3) Please insert the name of the appropriate local, circuit, district or connexional body e.g. “The Church Council of the High Street Methodist Church” OR “The Circuit Meeting of the Area Circuit”
(*4) Please insert appropriate contact address – usually that of the Superintendent Minister or Church Council / Circuit Meeting Secretary
(*5) Please insert appropriate contact address – usually that of the Superintendent Minister or Church Council / Circuit Meeting Secretary

 

Disclaimer

 

Please note that this document is to provide guidance and assistance to Managing Trustees and their professional advisers. This guidance note is general in nature, may not reflect all recent legal developments and may not apply to the specific facts and circumstances of any particular matter.

 

Also note that nothing within the documents and guidance notes provided by TMCP nor any receipt or use of such information, should be construed or relied on as advertising or soliciting to provide any legal services. Nor does it create any solicitor-client relationship or provide any legal representation, advice or opinion whatsoever on behalf of TMCP or its employees.

 

Accordingly, neither TMCP nor its employees accept any responsibility for use of this document or action taken as a result of information provided in it.

 

Please remember that Managing Trustees need to take advice that is specific to the situation at hand. This document is not legal advice and is no substitute for such advice from Managing Trustees' own legal advisers.