Reports

Report of the Council on the appointment of the University as sole Trustee of Strangeways Research Laboratory

The Council begs leave to Report to the University as follows:

1. The Strangeways Research Laboratory is a site located to the South of Cambridge, at the intersection of Worts Causeway, Hills Road, and Babraham Road. It is owned, and the premises operated, by a charitable trust.

2. The Strangeways Research Laboratory has an eminent history of undertaking medical research. It originally operated completely independently of the University, supported largely by charitable grants. In recent years, the Trustees of the Laboratory have adopted an indirect model of operation, whereby they no longer employ scientific staff, but rather lease space at the Laboratory to scientific groups. The principal tenant is the University, with a number of groups from the Departments of Public Health and Primary Care and of Oncology accommodated there. The Laboratory itself employs a small number of support staff, and there are a small number of third-party tenants, but the majority of staff working in the Laboratory are employees of the University.

3. Occupation of the Strangeways Research Laboratory by the University has been variously on the basis of a share of overheads earned, a formal rental paid at below market rates (subsidized by continued charitable grants made directly to the Trustees by medical research charities), and more recently, following the withdrawal of the subsidies, rental at market value. In addition, in 2003, the University negotiated a long lease on land at the site, and constructed new accommodation (see Reporter, 2001–02, p. 573). The new accommodation is functionally linked to and dependent upon the old accommodation in which the University is a tenant.

4. In light of the preponderance of the University as tenants at the Laboratory, and following the withdrawal of significant funding from a medical research charity and the subsequent increase in the rental charged to the University to market rates, the Trustees have reviewed the operations of the Laboratory, and have concluded that there is no longer significant added value accruing from the independence of the Laboratory from the University. Furthermore, this independence prevents the Laboratory from benefitting from economies of scale that the University is able to achieve in areas such as premises running costs. The Trustees have concluded that the long-term interests of the Laboratory would be best served by it becoming a part of the University. Accordingly, the Trustees have proposed to the Charity Commissioners and the Council that they transfer Trusteeship to the University and that the University be appointed as sole Trustee of Strangeways Research Laboratory. The Trustees and the Council believe that this change would make it easier and more efficient to effect the business of the Laboratory; the Charity Commissioners have prepared a detailed draft of a new Scheme to govern the Laboratory as set out in Annex 1 of this Report, and this has been approved by the Trustees. Subject to the prior approval of the University, the Scheme will be publicized and, in the absence of any representations, sealed by the Commissioners. In transferring the Trusteeship the University will be required to sign a Deed of Indemnity (limited to the extent of the funds from time to time held by the University as Trustee of the Laboratory) which will indemnify the retiring Trustees from any liability that they may be or become liable for as Trustees or former Trustees of the Laboratory. The draft Deed is also set out in Annex 1.

5. The Finance and Human Resources Divisions have undertaken due diligence studies regarding the finances and staffing position of the Trustees, and the Council has concluded that the risks of appointing the University as sole Trustee are small and acceptable.

6. The Council recommends:

I. That a new Scheme to govern Strangeways Research Laboratory as set out in Annex 1 to this Report be approved to take effect from the date on which it is sealed by the Charity Commissioners.

II. That the Common Seal of the University be affixed to the Deed of Indemnity set out in Annex 1 to this Report.

31 May 2010	Alison Richard, Vice-Chancellor	S. J. Cowley	J. F. Li
	David Abulafia	M. J. Daunton	D. Lowry
	N. Bampos	A. M. Donald	Debbie Lowther
	R. J. Barnes	R. J. Dowling	Mavis McDonald
	Nigel Brown	David Good	Rachael Padman
	William Brown	Christopher Hum	David Simon
	T. Chigbo	F. P. Kelly	Joan M. Whitehead
	M. R. Clark	Vanessa Lawrence

ANNEX 1: PROPOSED DEED OF INDEMNITY AND SCHEME OF THE CHARITY COMMISSION

STRANGEWAYS RESEARCH LABORATORY

Charity Registration Number 214437

THE CHANCELLOR MASTERS AND SCHOLARS OF THE UNIVERSITY OF CAMBRIDGE

DEED OF INDEMNITY

DATE:	2010
PARTY:

THE CHANCELLOR MASTERS AND SCHOLARS OF THE UNIVERSITY OF CAMBRIDGE (the ‘New Trustee’)

RECITALS

(A) This Deed is supplemental to:

(i) A Deed Poll (the ‘Deed Poll’) made the 16th day of November 1912 under the hands and seals of Sir William Selby Church Sir Thomas Clifford Allbutt German Sims Woodhead and Thomas Strangeways Pigg Strangeways governing the formation and administration of the institution commonly known as The Strangeways Research Laboratory (‘SRL’) at Worts Causeway Cambridge

(ii) A Scheme (the ‘Scheme’) of the Charity Commissioners dated 20th March 1998 given under the power contained in the Charities Act 1993 by which the Deed Poll was altered

(iii) A resolution of the trustees of SRL dated 26th May 2000 by which the Deed Poll was altered

(iv) An Order of the Charity Commissioners dated 6th June 2003 given under the power contained in section 16 of the Charities Act 1993 by which Barclays Bank Trust Company Limited was discharged as custodian trustee and by which the then trustees of SRL were incorporated as a body corporate

(B) ALAN JAMES MUNRO XXXXXXXXXXXXXXXXXX JOHN RICHARD GRENFELL BRADFIELD XXXXXXXXXXXXXXXXXXXXX RONALD ALFRED LASKEY XXXXXXXXX XXXXXXXXXXX BRUCE ANTHONY JOHN PONDER XXXXXXXXXXXXXXXXXXX JEREMY RICHARD FREDERICK FAIRBROTHER XXXXXXXXXXXXX RONALD LESLIE ZIMMERN XXXXXXXXXXXXXXXXXX JOHN DANESH XXXXXXXXXXXXXXXXXX MICHAEL ASHBURNER XXXXXXXXXXXXXXXXXX and PATRICK SISSONS XXXX XXXXXXXXXXXXXXXXXX (together called ‘the Retiring Trustees’) are the current trustees of SRL

(C) According to the powers vested in it by the Charities Act 1993 the Charity Commission may order that the trusteeship of SRL be vested in the New Trustee as sole corporate trustee

(D) The Retiring Trustees and the New Trustee have agreed that the New Trustee should be appointed as sole trustee in their place by means of a Scheme of the Charity Commission and a draft Scheme (the ‘2010 Scheme’) in the form set out in the Schedule to this Deed has been approved by the Retiring Trustees and the New Trustee

(E) The New Trustee has agreed to enter into an indemnity in favour of the Retiring Trustees as follows

OPERATIVE PROVISIONS

Indemnity for Retiring Trustees

1.1 In this Clause the following definitions shall apply:

(i)The ‘Trust Funds’ shall have the same meaning as in the Deed Poll

(ii)The ‘Liabilities’ shall mean all liabilities, actions, proceedings, claims, demands, taxes and duties, and all associated interest, penalties and costs, and all other costs and expenses whatever for or in respect of which the Retiring Trustees or any of them may be or become liable as trustees or former trustees of SRL

1.2 Subject to sub Clause 1.3 the New Trustee HEREBY COVENANTS with the Retiring Trustees at all times fully and effectually to indemnify the Retiring Trustees and their successors in title in respect of the Liabilities

1.3 The liability of the New Trustee shall be limited in the manner described in sub Clauses 1.3.1 and 1.3.2:

1.3.1 The liability of the New Trustee shall be limited to the value of the Trust Funds from time to time retained in the names or under the control of the trustees for the time being of SRL; and

1.3.2 The liability of the New Trustee shall extend only to the Liabilities in respect of which the Retiring Trustees would have been entitled to reimbursement out of the Trust Funds had they remained trustees of SRL on its present terms

THE CHARITY COMMISSION FOR ENGLAND AND WALES

Under the power given in the Charities Act 1993

Orders that from [the date of sealing of the Scheme]

this

SCHEME

will govern the charity

known as

STRANGEWAYS RESEARCH LABORATORY (214337)

at

Cambridge, Cambridgeshire

1. Definitions

In this scheme:

“the charity” means the charity identified at the beginning of this scheme.

“the Commission” means the Charity Commission for England and Wales.

“the trusts” means the provisions which at any given time regulate the purposes and administration of the charity.

“the former trusts” means the Deed Poll dated 16th November 1912 as amended by a scheme of the Commission dated 20th March 1998 and resolution of the trustees of the charity dated 26 May 2000.

“the trustee” means the trustee of the charity.

“special diseases” means some of the more important diseases the pathology and treatment of which are at present undetermined.

ADMINISTRATION

2. Administration

(1) The charity is to be administered in accordance with this scheme. This scheme replaces the former trusts of the charity.

(2) The incorporated body of trustees known as The Incorporated Trustees of Strangeways Research Laboratory created by a Commission Order of 6th June 2003 is hereby dissolved with effect from the date of this Scheme.

3. Name of the charity

(1) The name of the charity is Strangeways Research Laboratory

(2) The trustee may, by resolution, vary the name of the charity with the prior written approval of the Commission.

OBJECT

4. Object of the charity

The object of the charity is the study of special diseases and the furtherance of scientific research in its various branches and to publish such research for the education of the general public.

TRUSTEE

5. Trustee

The body corporate called the Chancellor Masters and Scholars of the University of Cambridge (“the University”) acting in accordance with its usual procedures is the trustee of the charity and save to the extent that they are inconsistent with the provisions of this scheme (in which the provisions of this scheme shall prevail) shall have the same powers in the management and administration of the charity as it has in the management and administration of its own property.

6. Payments to the Trustee

The University may not receive from the charity any payment of money or other material benefit (whether direct or indirect) except:

(1) insuring it against the costs of a successful defence to a criminal prosecution brought against it as charity trustee incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty (unless the University knew that, or was reckless as to whether, the act or omission was in fact a breach of trust or breach of duty);

(2) reimbursement of reasonable out-of-pocket expenses actually incurred in the administration of the charity;

(3) interest at a reasonable rate on money lent to the charity;

(4) a reasonable rent or hiring fee for property or equipment let or hired to the charity;

(5) payment for goods and services supplied to the charity, provided:

(a) the goods or services are required by the charity; and

(b) the nature and level of the benefit is no more than reasonable in relation to the value of the goods or services.

(6) an indemnity in respect of any liabilities properly incurred in or in relation to the administration of the charity (including the costs of a successful defence to criminal proceedings but not liability to pay a fine);

(7) payment to a company in which the University has no more than a 1 per cent shareholding;

(8) payments to the University as a beneficiary or as the administrator of funds to be used in furtherance of the Objects;

(9) in exceptional cases, other payments or benefits (but only with the prior written consent of the Charity Commission).

CHARITY PROPERTY

7. Use of income and capital

(1) The trustee must first apply:

(a) the charity’s income; and

(b) if the trustee think fit, expendable endowment;

in meeting the proper costs of administering the charity and of managing its assets.

(2) After payment of these costs, the trustee must apply the remaining income in furthering the object of the charity.

(3) The trustee may also apply expendable endowment for the object of the charity.

8. Land

The title to the land identified in the schedule to this scheme is transferred to the trustee on trust for the charity.

GENERAL PROVISIONS

9. Questions relating to the Scheme

The Commission 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.

SCHEDULE

Strangeways Research Laboratory, Worts Causeway, Cambridge registered at HM Land Registry under title number CB319566

Report of the Council on the gallery refurbishment and new entrance for the Museum of Archaeology and Anthropology

The Council beg leave to report to the University as follows:

1. The Museum of Archaeology and Anthropology holds the third most significant collection in its fields in the UK, with many unique artefacts and pieces of exceptional historic significance from Captain Cook’s voyages, archaeological discoveries from excavations in the Olduvai Gorge, and Roman and Anglo-Saxon finds from the Cambridge area. In recent years it has been increasingly recognized that the Museum must aim to be a genuine public museum as well as a teaching and research institution.

2. The Museum is located in a purpose-built building, on the corner of Downing Street and Tennis Court Road, which was completed in 1910. The building is Grade II listed. The current principal access to the Museum, from within the Downing Site courtyard, is not readily visible to the public and disabled access, created about four years ago, is along a circuitous route from the Downing Street archway.

3. A new entrance is proposed from Downing Street fitting the natural orientation of the existing stairs, lifts, and spine wall which divides the internal space. The new opening will be modelled to express the building’s architecture and will be in a restrained classical language, such as the original architect, T. G. Jackson, would have considered appropriate when designing the building in the early 20th century. The plans for the new entrance have been received favourably, with regard to Listed Building Consent, in initial discussions with the Conservation Officer, Cambridge City Council.

4. The ground floor of the Museum will be totally refurbished with the new entrance, new reception/shop area, and a space for both permanent and changing exhibitions, including new showcases. The environment for the collections will be considerably improved: the ventilation, heating, and humidification will be upgraded, as will the lighting, on the ground floor; works to the first and second floors will include the supply of ventilation, upgraded heating, and lighting. The existing roof lantern will be re-glazed to incorporate high performance neutral-tint solar glass and all windows on all floors will have secondary glazing fitted. Both Museum and site signage will be included in the project. Estate Management will use the opportunity, to minimize disruption to the Museum and benefit from reduced preliminary costs, to include within the project the re-roofing of the building (programmed for 2012 in the long-term maintenance plan).

5. The Museum is optimistic that the proposed works will be the foundation for a successful bid to the Heritage Lottery Fund for further development.

6. The project will be carried out in one phase and will involve an area of 750m².

7. The Buildings Committee, at their meeting on 12 May 2010, approved a budget of £2.014m for the project. The Resource Management Committee, at their meeting in February 2010, confirmed an allocation of £1.55m from the University’s HEFCE Capital Investment Fund. The Planning and Resources Committee, at their meeting on 19 May 2010, approved the funding arrangements for the project as: £1,550,000, HEFCE CIF; £250,000, grant from the Wolfson Foundation; £214,000 from the Building Maintenance Fund.

8. No significant incremental running costs are anticipated for the new facilities.

9. It is hoped to submit a planning application by the end of May 2010 in order to let a building contract by July 2010.

10. Drawings of the proposed scheme are displayed for the information of the University in the Schools Arcade.

11. The Council recommends:

I. That approval be given for the project to carry out the gallery refurbishment and provide a new entrance for the Museum of Archaeology and Anthropology.

II. That the Director of the Estate Management and Building Service be authorized to apply for detailed planning approval in due course.

III. That the Pro-Vice-Chancellor (Planning and Resources) be authorized to accept a tender, within the available funding, for the building and all associated works in due course.

31 May 2010	Alison Richard, Vice-Chancellor	S. J. Cowley	J. F. Li
	David Abulafia	M. J. Daunton	D. Lowry
	N. Bampos	A. M. Donald	Debbie Lowther
	R. J. Barnes	R. J. Dowling	Mavis McDonald
	Nigel Brown	David Good	Rachael Padman
	William Brown	Christopher Hum	David Simon
	T. Chigbo	F. P. Kelly	Joan M. Whitehead
	M. R. Clark	Vanessa Lawrence