SANHS Due Diligence on South West Hertitage Trust (SWHT)

The SANHS Board of Trustees had hoped to approve the package of legal documents and support for the SWHT at its special meeting on 26 June [minutes on http://www.sanhs.org/Notes.htm]. Since 26 June SANHS has received several updated drafts of the three formal documents between the SCC and the SWHT (grant, transfer, and collections management) which cover the operation of the SWHT. Drafts of the two key legal documents for SANHS, that is the sub-lease transferring property from SCC to SWHT as a sub-tenant of the Castle Estate, and the licence for the Archive, Library and Museum Collections (relating to the current Agreements with the SCC) have also been received. The Archive Collection Agreement is a new Agreement.


The Development and Policy Committee (D&PC) of the Society, empowered by the Trustees to evaluate these documents, has established a legal sub-group to consider them. This sub-group has convened many meetings since 26 June under the chairmanship of the Honorary Secretary commenting on the draft documents, and there has been an internal meeting with our legal advisor from Foot Anstey, who advises on property matters. This has resulted in an agreed outline of the property sublease.

Vesting of the SWHT is still anticipated for 1 October 2014, and the sub-lease of the Castle to the SWHT must be is in place by then. SANHS Trustees have to consider whether they need non-property legal advice as well. A commentary of D&PC views on the formal agreements between SCC and SWHT has been sent to the Council, including whether there were any SANHS fundament points which had not been met.

The SCC believes there will be no difference from existing arrangements under our collections agreements after the SWHT takes responsibility for the operation of the Collections. However, the legal sub-group has concerns that the Collections must be discrete and protected against financial difficulties of the new Trust, for instance in case of failure of the SWHT. To ensure SANHS interests are fully protected the D&PC is in the process of taking independent legal advice on this issue.

24 August 2014

June 2014 Update

SANHS Update June 2014.

At the December 2013 General Meeting, the Society and Somerset County Council presented their respective positions in relation to the Council’s intent to devolve the delivery of its heritage services to a charitable company, limited by guarantee, by 1 September 2014 and thence to a charity. The minutes of the General Meeting can be found at http://www.sanhs.org/Notes.htm or as a paper copy in the SANHS Office. The Society has been linked to the County Council since before 1957 and, as a result, has benefited from nearly £20M of investment in the County’s heritage and we need to protect these advantages in the face of change to the service delivery that the Council is currently implementing, which we believe is the best, viable option.

The Trustees of SANHS, from their risk management perspective, must have confidence that the conditions within the Castle lease with the Council will be met by the Trust and confidence that the procedures and conditions of the several collections loan agreements with the Council will be met by the new Trust. Our Trustees must also be confident that the new Trust will protect the heritage of Somerset for future generations. There are questions about what the current measures of levels of services are, and clear metrics are needed. Trustees also have concerns about arrangements if the legal agreements are compromised or the levels of service are not achieved.

At their meeting in February 2014, the Society’s Trustees signed a Non-disclosure Agreement with the Council through which detailed, financial information, requested in November 2013, was provided.  The financial information necessary for the confidence of our Trustees is being analysed by the Development and Policy Committee so that it can draft a ‘due diligence’ paper for the Trustees. The ‘Heads of Terms’ was agreed and signed for the Trustees just before the 2014 AGM. We also set a high priority to completing a new legal agreement with the Council for the loan of our archive collection, and that agreement has also been signed so that it is now possible to devolve its management to the new Trust.

After the December 2013 General Meeting when the Chairman of the Estates Working Group presented the Trustees’ position concerning the future of Wyndham Hall, a final request was mailed to all Members for a leader, a capable team, and a long-term plan for the development of the Hall under the Society’s direct management. The presentation slides used at the General Meeting can be found on the website at http://www.sanhs.org/Wyndham%20Hall.htm.  The position at the beginning of May is that a leader and a team are assembling a plan for submission to the Estates Working Group by 17 May 2014. Based on the recommendations of the Group and the affordability, viability and sustainability of the plan, the Trustees will decide on the exclusion or not of Wyndham Hall from the Taunton Castle sub-lease to the Trust at a Board meeting on 26 June 2014. At this meeting the Board will also consider its ‘due diligence’ paper and the final set of legal agreements for the devolution of the management of our assets to the new Trust.

It is the job of Trustees to manage and protect the assets and public benefits of the Society in the best interests of its charitable purposes as required by its constitution. The complete story of the Society’s response to the implications of the Council’s plan to create the South West Heritage Trust as the agent to deliver its heritage services can be found at http://www.sanhs.org/SHS Review.htm.