Agenda item

Report of Strategic Director Environment and Community

Summary

To consider an initial report by the Banbury Museum Trust Project Board into the feasibility and options for the creation of a charitable organisation to deliver museum and visitor information services from 2013/14. The creation of such a Trust would ensure the continued delivery of services alongside savings to the Council. 

Recommendations

The Executive is recommended:

(1)               To approve the creation of a charitable organisation to deliver museum and visitor information services at Banbury Museum, subject to the agreement of the National Heritage Lottery Fund and Oxfordshire County Council;

(2)               In relation to the charitable vehicle used for the creation of the trust,

a.      To endorse the use of a Charitable Incorporated Organisation as the preferred vehicle, adopting the ‘Foundation’ model constitution, with objects suited to the establishment and maintenance of a museum and the advancement of local arts, culture and heritage; and

b.      To endorse the use of a Company Limited by Guarantee (having charitable status and pursuing identical aims) as an appropriate alternative legal structure for the trust in the event that the preferred vehicle in Recommendation no. 2(a) is not available.

(3)               To approve the working name of the Trust as ‘Banbury Museum Trust’, with the final decision on naming to be taken by the Trust itself.

(4)               To approve the establishment of a Board of Trustees comprising at least 5 members and including a Council member (to be nominated by the Executive for this purpose), with the number of Council members rising to two should the size of the Board increase to 10 or larger.

(5)               In relation to the appointment of such Trustees,

a.      To permit the Project Board to interview suitable candidates for Shadow Chairman, any such appointment to be confirmed by the Executive;

b.      To permit the Shadow Chairman, in consultation with the Project Board, to select, via advertisement or other effective process, suitable candidates for membership of the Shadow Board (in addition to those Council members nominated to the Board pursuant to Recommendation no. 4 above); and

c.      To authorise the relevant Head of Service to invite the Shadow Chairman and (non-Council) members of the Shadow Board to undertake those roles permanently upon establishment of the Trust.

(6)               To approve retention by the Council of the freehold of the Museum building and Bridge Gallery, granting, instead, a lease of it to the Trust for a minimum period of 30 years, and to authorise the appropriate Head of Service, in consultation with the Lead Member for the Environment to negotiate suitable terms for such a lease with the Trust on this basis.

(7)               In relation to other arrangements for the letting of the premises in addition to the lease of the Museum and Bridge Gallery referred to in Recommendation no. 6,

a.      To sub-let to the Trust the Visitor Information Centre/LinkPoint (including Tooley’s Boatyard) (subject to the consent of the Council’s head landlords, Scottish Widows and British Waterways) for a like period of 30 years and the appropriate Head of Service be authorised, in consultation with the Lead Member for the Environment to negotiate suitable terms for such sub-lettings to the Trust; and

b.      To make provision for the Council to occupy the LinkPoint area under a licence from the Trust, such licence to be determinable by either party on 6 months notice, to avoid granting the Council exclusive possession of the area and, being personal to the Council, the benefit of the licence to be incapable of transfer to any other occupier.

(8)               To approve the Council’s retaining responsibility for the maintenance of the exterior, structure and principal plant of the premises let to the Trust (subject to any prohibitions contained in the Scottish Widows and British Waterways leases proposed to be sub-let to the Trust pursuant to Recommendation no. 7) so that the Trust shall only be responsible for interior maintenance and decoration.

(9)               To approve the transfer of the Museum Café contract and ancillary Licence to the Trust, such that the same would henceforth be managed by the Trust either directly or through a trading company set up by the Trust for this purpose, with the future operation of the café upon the termination of that arrangement on 13 January 2013 to be determined wholly by the Trust.

(10)          In relation to the transfer of staff,

a.      To note the need to transfer those staff identified as being affected under TUPE requirements and commence a formal consultation process following the Executive resolution to proceed with the formation of the Museum Trust;

b.      To seek Community Admitted Body status for the pensions of transferred staff, or an equivalent scheme should this not be possible;

c.      To agreed to continue to pay contributions as at present on past pension liabilities and require the Trust to take out a bond to fund any possible future liabilities should the Trust fail;

d.      To limit the Council’s future liability for redundancies relating to transferred staff to three months after the transfer date, and to establish a bond to fund this liability.

(11)          To approve the provision of ICT services (internet, telephony, email, website) by the Council to the Trust under a stand alone service level agreement between the Council and the Trust, for which the Trust will be charged a service fee, with the following exceptions:

a.      An independent internet connection be established for the Trust;

b.      A dedicated colour laser printer be procured for the Trust;

c.      Existing PC equipment be gifted to the Trust; and

d.      The Trust take out its own licences for the software it will use

(12)          With regard to the financial allocation to the Trust;

a.      To establish a shadow budget for the Trust from 2012/13, based on initial assumptions, and use this as a baseline for negotiation with the Shadow Trust Board in establishing an initial financial allocation;

b.      To agree that the initial financial allocation should not be any greater than the current budget provision for the Museum and VIC, and should reflect the NNDR savings anticipated and

c.      Subject to the agreement of the National Heritage Memorial Fund, to enter into a five-year funding agreement with the Trust, with a three-year rolling review period.

(13)          To approve an initial financial allocation of £15,000 to the Project for 2011/12 in order to obtain the specialist advice, relevant consents and approvals and other services needed to create the Trust and transfer assets to it.

(14)          To approve the transfer of the museum undertaking, the VIC service, and, where permissible, the Council’s interest in any contracts wholly connected with the same which are not expressly considered elsewhere in this report, to the Trust upon its creation.

(15)          To note the timetable for the transition to Trust status proposed by DCA Consultants.

(16)          To ask the Executive to consider any implications arising from the Local Authority Resource Review that impacts upon the savings potential of this project prior to implementation.

Recommendations approved

The Strategic Director Environment and Community submitted a report which sought consideration of an initial report by the Banbury Museum Trust Project Board into the feasibility and options for the creation of a charitable organisation to deliver museum and visitor information services from 2013/14. The creation of such a Trust would ensure the continued delivery of services alongside savings to the Council.

Resolved

(1)               That the creation of a charitable organisation to deliver museum and visitor information services at Banbury Museum, subject to the agreement of the National Heritage Lottery Fund and Oxfordshire County Council.

(2)               That in relation to the charitable vehicle used for the creation of the trust,

a.      the use of a Charitable Incorporated Organisation as the preferred vehicle, adopting the ‘Foundation’ model constitution, with objects suited to the establishment and maintenance of a museum and the advancement of local arts, culture and heritage be endorsed; and

b.      the use of a Company Limited by Guarantee (having charitable status and pursuing identical aims) as an appropriate alternative legal structure for the trust in the event that the preferred vehicle in Recommendation no. 2(a) is not available be endorsed.

(3)               That the working name of the Trust as ‘Banbury Museum Trust’, with the final decision on naming to be taken by the Trust itself be approved.

(4)               That the establishment of a Board of Trustees comprising at least 5 members and including a Council member (to be nominated by the Executive for this purpose), with the number of Council members rising to two should the size of the Board increase to 10 or larger be approved.

(5)               In relation to the appointment of such Trustees,

a.      That the Project Board be permitted to interview suitable candidates for Shadow Chairman, any such appointment to be confirmed by the Executive;

b.      That Shadow Chairman be permitted, in consultation with the Project Board, to select, via advertisement or other effective process, suitable candidates for membership of the Shadow Board (in addition to those Council members nominated to the Board pursuant to Recommendation no. 4 above); and

c.      That the relevant Head of Service be authorised to invite the Shadow Chairman and (non-Council) members of the Shadow Board to undertake those roles permanently upon establishment of the Trust.

(6)               That retention by the Council of the freehold of the Museum building and Bridge Gallery be approved, granting, instead, a lease of it to the Trust for a minimum period of 30 years, and to authorise the appropriate Head of Service, in consultation with the Lead Member for the Environment to negotiate suitable terms for such a lease with the Trust on this basis.

(7)               That in relation to other arrangements for the letting of the premises in addition to the lease of the Museum and Bridge Gallery referred to in Recommendation no. 6 the following be agreed:

a.      To sub-let to the Trust the Visitor Information Centre/LinkPoint (including Tooley’s Boatyard) (subject to the consent of the Council’s head landlords, Scottish Widows and British Waterways) for a like period of 30 years and the appropriate Head of Service be authorised, in consultation with the Lead Member for the Environment to negotiate suitable terms for such sub-lettings to the Trust; and

b.      To make provision for the Council to occupy the LinkPoint area under a licence from the Trust, such licence to be determinable by either party on 6 months notice, to avoid granting the Council exclusive possession of the area and, being personal to the Council, the benefit of the licence to be incapable of transfer to any other occupier.

(8)               That the Council’s retaining responsibility for the maintenance of the exterior, structure and principal plant of the premises let to the Trust (subject to any prohibitions contained in the Scottish Widows and British Waterways leases proposed to be sub-let to the Trust pursuant to Recommendation no. 7) be approved so that the Trust shall only be responsible for interior maintenance and decoration.

(9)               That the transfer of the Museum Café contract and ancillary Licence to the Trust be approved, such that the same would henceforth be managed by the Trust either directly or through a trading company set up by the Trust for this purpose, with the future operation of the café upon the termination of that arrangement on 13 January 2013 to be determined wholly by the Trust.

(10)          In relation to the transfer of staff,

a.      That the need to transfer those staff identified as being affected under TUPE requirements and commence a formal consultation process following the Executive resolution to proceed with the formation of the Museum Trust be noted;

b.      That Community Admitted Body status for the pensions of transferred staff, or an equivalent scheme should this not be possible be sought;

c.      That it be agreed to continue to pay contributions as at present on past pension liabilities and require the Trust to take out a bond to fund any possible future liabilities should the Trust fail;

d.      To limit the Council’s future liability for redundancies relating to transferred staff to three months after the transfer date, and to establish a bond to fund this liability.

(11)          That the provision of ICT services (internet, telephony, email, website) by the Council to the Trust under a stand alone service level agreement between the Council and the Trust, for which the Trust will be charged a service fee be agreed, with the following exceptions:

a.      An independent internet connection be established for the Trust;

b.      A dedicated colour laser printer be procured for the Trust;

c.      Existing PC equipment be gifted to the Trust; and

d.      The Trust take out its own licences for the software it will use

(12)          With regard to the financial allocation to the Trust;

a.      That a shadow budget for the Trust from 2012/13, based on initial assumptions, be established, and that this be used as a baseline for negotiation with the Shadow Trust Board in establishing an initial financial allocation;

b.      That it be agreed that the initial financial allocation should not be any greater than the current budget provision for the Museum and VIC, and should reflect the NNDR savings anticipated and

c.      That subject to the agreement of the National Heritage Memorial Fund, a five-year funding agreement with the Trust, with a three-year rolling review period, be entered into.

(13)          That an initial financial allocation of £15,000 to the Project for 2011/12 in order to obtain the specialist advice, relevant consents and approvals and other services needed to create the Trust and transfer assets to it be approved.

(14)          That the transfer of the museum undertaking, the VIC service, and, where permissible, the Council’s interest in any contracts wholly connected with the same which are not expressly considered elsewhere in this report, to the Trust upon its creation be approved.

(15)          That the timetable for the transition to Trust status proposed by DCA Consultants be noted.

(16)          That, following consideration by the Executive, no implications arising from the Local Authority Resource Review that impact upon the savings potential of this project prior to implementation be noted. 

Reasons

The proposal to form a bespoke charitable Trust to operate Banbury Museum and Visitor Information Centre will provide for greater certainty for the future operation of these services together with greater freedoms and flexibilities.

The creation of a charitable Trust will enable the Council to benefit from reduced expenditure on the provision of these services from reduced NNDR contributions.

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