Lonlas Gospel Mission - Church Constitution

Posted on
Monday, 11 September 2017 19:54
by Lonlas Gospel Mission

 

 

 

 

 

LONLAS GOSPEL MISSION

CONSTITUTION

 

 

 

 

 

 

 

 

 

 

 

We certify this to be the Constitution adopted by the members of Lonlas Gospel Mission on the …… of ……………………..  2017

and approved by the Charity Commission on ……………………………………………………..

 

 

Trustee: ………………………………Trustee: ………………………………………

 

As amended by the members in accordance with the provisions of the constitution and approved by the Charity Commission on the dates set out below:

 

Date of Members Meeting

Date of Charity Commission Approval

Signature of Trustee

Signature of Trustee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  1. 1. Name
  1. 1.1 The name of the Charitable Incorporated Organisation (“the Church”) is Lonlas Gospel Mission 

 

    1. 2. National location of principal office
    1. 2.1 The Church must have a principal office in England or Wales. The principal office of the Church is in Wales.

 

    1. 3. Purposes
    1. 3.1 The purposes of the Church are: 
      1. 3.1.1 the advancement of the Christian faith in accordance with the Basis of Faith primarily but not exclusively within South Wales and the surrounding neighbourhood; and
      2. 3.1.2 such other charitable purposes as shall, in the opinion of the members of the Church in general meeting, put into practice the Christian faith in accordance with the Basis of Faith, including but not limited to: the prevention and relief of need, hardship and sickness; the advancement of education; and the provision of facilities in the interests of social welfare for recreation or other leisure time occupation of individuals who have need of such facilities by reason of their youth, age, infirmity or disability, financial hardship or social circumstances with the object of improving their conditions of life;

provided that the advancement of such purposes must be undertaken in a manner that is consistent with the Doctrinal Distinctives and Ethical Statements as may be adopted and amended by the Church from time to time in accordance with the provisions of the Church Handbook. 

 

      1. 4. Powers
    1. 4.1 The Church has power to do anything which is calculated to further its purposes or is conducive or incidental to doing so. Without limitation, this includes the powers set out in the non-exhaustive list below:
      1. 4.1.1 borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The Church must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;
      2. 4.1.2 buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
      3. 4.1.3 sell, lease or otherwise dispose of all or any part of the property belonging to the Church with or without payment, provided that, in the exercise of such power, the Church complies as appropriate with sections 117 and 119-123 of the Charities Act 2011;
      4. 4.1.4 employ and remunerate such staff as are necessary for carrying out the work of the Church. The Church may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses;
      5. 4.1.5 deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the Church to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000.

 

      1. 5. Application of income and property
    1. 5.1 The income and property of the Church must be applied solely towards the promotion of the purposes of the Church.
      1. 5.1.1 A charity trustee is entitled to be reimbursed from the property of the Church or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Church.
      2. 5.1.2 A charity trustee may benefit from trustee indemnity insurance cover purchased at the Church’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
    2. 5.2 None of the income or property of the Church may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the Church. This does not prevent a member who is not also a charity trustee receiving:
      1. 5.2.1 benefit from the Church as a beneficiary of the Church;
      2. 5.2.2 reasonable and proper remuneration for any goods or services supplied to the Church.
    3. 5.3 Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by clause 6.

 

    1. 6. Benefits and payments to charity trustees and connected persons

 

    1. 6.1 Any office holder appointed in accordance with the Church Handbook and any employee of the Church may receive reasonable compensation (including accommodation) for carrying out their duties as office holders and/or employees notwithstanding that they are or may be a charity trustee of the Church or a connected person to a charity trustee.
    2. 6.2 Any office holder or employee receiving benefit pursuant to clause 6.1 (or any charity trustee where the office holder or employee directly receiving benefit pursuant to clause 6.1 is a connected person in relation to him/her) must be absent from the part of any meeting at which the terms of the compensation of the office holder or employee in question or the performance of his or her duties or (where applicable) any matter in connection with his or her employment is being discussed or determined and must not vote on any such matter. However, in relation to discussions concerning the performance of his or her duties the office holder or employee in question shall have the opportunity to address the meeting and respond to any points of concern that are raised.
    3. 6.3 In addition to the provisions of clause 6.1 any charity trustee or a connected person of a charity trustee may receive reasonable and proper remuneration for goods or services provided to the Church provided that:-
      1. 6.3.1 the goods or services shall actually be required by the Church;
      2. 6.3.2 the charity trustee shall have fully disclosed to the other charity trustees the interest which he or she may have in and any benefit which he or she may derive either directly or indirectly from the supply of goods or services;
      3. 6.3.3 the charity trustee or connected person shall not be present at or take part in any discussion relating to nor vote upon any matter connected with the supply of such goods or services; and
      4. 6.3.4 the arrangements shall be approved by a majority of the other charity trustees who must be satisfied that it is to the advantage of the Church to contract with the charity trustee or connected person in question rather than someone who has no connection with the Church. 
    4. 6.4 A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).

 

    1. 6.5 A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
    2. 6.6 At no time may a majority of charity trustees benefit directly or indirectly from payments made under clause 6.1 or clause 6.5. Where a payment to a connected person would represent an indirect benefit to the charity trustee and such payment would cause the number of charity trustees benefiting under clause 6.1 or clause 6.5 to be a majority of the charity trustees then the prior written consent of the Charity Commission to the proposed payment must be obtained.
    3. 6.7 Any other payments to a charity trustee or connected person or arrangements involving the acquisition by a charity trustee or connected person for his or her own benefit of property belonging to the Church require the prior written approval of the Charity Commission unless authorised under statute from time to time.
    4. 6.8 For the avoidance of doubt nothing in this clause shall prevent reimbursement to the charity trustees or connected person of reasonable and proper out of pocket expenses incurred in carrying out their duties and the reimbursement of the costs of purchases made on behalf of the Church, where such purchases have the prior authorisation of the charity trustees.
    1. 7. Conflicts of interest and conflicts of loyalty

A charity trustee must:

    1. 7.1 declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the Church or in any transaction or arrangement entered into by the Church which has not previously been declared; and

 

    1. 7.2 absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the Church and any personal interest (including but not limited to any financial interest).

Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

    1. 8. Liability of members to contribute to the assets of the Church if it is wound up

If the Church is wound up, the members of the Church have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

 

    1. 9. Membership of the Church

 

    1. 9.1 Admission of new members

 

    1. 9.1.1 Eligibility

Membership of the Church is open to anyone who professes the Christian faith in accordance with the Basis of Faith, has satisfied such other requirements as have been specified in the Church Handbook and who in his or her application for membership has indicated his or her agreement to become a member and to accept the duty of members set out in clause 9.3.

Corporate bodies may not be members of the Church. A member must be an individual.

    1. 9.1.2 Admission procedure

The charity trustees shall follow the procedure for the admission of members as set in the Church Handbook and must ensure that an accurate register of members is maintained at all times. 

 

    1. 9.2 Transfer of membership

Membership of the Church cannot be transferred to anyone else. 

    1. 9.3 Duty of members

It is the duty of each member of the Church to exercise his or her powers as a member of the Church in the way he or she decides in good faith would be most likely to further the purposes of the Church.

    1. 9.4 Termination of membership

 

    1. 9.4.1 Membership of the Church comes to an end if :

 

    1. 9.4.1.1 the member dies;

 

    1. 9.4.1.2 the member sends a notice of resignation to the charity trustees; or

 

    1. 9.4.1.3 a person’s membership is terminated in accordance with the provisions for Church discipline set out in the Church Handbook.

 

    1. 9.4.2 The provisions for Church discipline contained in the Church Handbook shall include provisions setting out that no resolution to remove a person (“P”) from membership shall be effective unless:

 

    1. 9.4.2.1 prior to making any decision on whether to recommend to the members that P should be removed from membership, or (if applicable) prior to making any decision to remove P from membership by a resolution of the charity trustees, the charity trustees have, at a duly constituted meeting of the charity trustees (“the Meeting”), considered whether or not P should be removed from membership and have taken into account the representations referred to below;

 

    1. 9.4.2.2 the charity trustees have given P 21 clear days’ notice of the Meeting, informing P of the reasons why his or her removal from membership is being considered, inviting P to make representations to the charity trustees (prior to or at the Meeting) as to why he or she should not be removed from membership; and

 

    1. 9.4.2.3 the charity trustees have allowed P or P’s representative to make those representations in person at the Meeting if P so chooses.

 

 

    1. 9.5 Informal or associate (non-voting) membership

 

    1. 9.5.1 The Church Handbook may contain provisions for associate or other classes of non-voting membership, and may set out the rights and obligations of any such members, and the conditions for admission to, and termination of membership of any such class of members.

 

    1. 9.5.2 Other references in this constitution to “members” and “membership” do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or Dissolution Regulations.

 

    1. 10 Members’ decisions

 

    1. 10.1 General provisions

All decisions of the members of the Church shall be taken by vote at a general meeting as provided in clause 10.2.

 

 

    1. 10.2 Making resolutions at general meetings

Subject to clause 10.3, any decision of the members of the Church may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting.

 

    1. 10.3 Decisions that must be taken in a particular way

 

    1. 10.3.1 Any decision to amend this constitution must be taken in accordance with clause 27 of this constitution (Amendment of Constitution).

 

    1. 10.3.2 Any decision to wind up or dissolve the Church must be taken in accordance with clause 28 of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the Church to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011.

 

    1. 10.3.3 Where the standing orders or Church Handbook cover specific decisions of the members of the Church, the standing orders or Church Handbook may provide that such decisions shall require a majority that is greater than a  simple majority of votes cast. 

 

    1. 11 General meetings of members

 

      1. 10
      2. 11
    1. 11.1 Types of general meeting

 

    1. 11.1.1 There must be an annual general meeting (AGM) of the members of the Church. The first AGM must be held within 18 months of the registration of the Church, and subsequent AGMs must be held at intervals of not more than 15 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report.

 

    1. 11.1.2 Other general meetings of the members of the Church may be held at any time.

 

    1. 11.1.3 All general meetings must be held in accordance with this clause 11.

 

    1. 11.2 Calling general meetings

 

    1. 11.2.1 The charity trustees:

 

    1. 11.2.1.1 must call the annual general meeting of the members of the Church in accordance with clause 11.1.1 and identify it as such in the notice of the meeting; and

 

    1. 11.2.1.2 may call any other general meeting of the members at any time.

 

    1. 11.2.2 The charity trustees must, within 21 days, call a general meeting of the members of the Church if :

 

    1. 11.2.2.1 they receive a request to do so from at least 20% of the members of the Church; and

 

    1. 11.2.2.2 the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.

 

    1. 11.2.3 If, at the time of any such request, there has not been any general meeting of the members of the Church for more than 12 months, then clause 11.2.1.1 shall have effect as if 10% were substituted for 20%.

 

    1. 11.2.4 Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting, in which case, subject to clause 11.2.5, the charity trustees must include those particulars in the notice calling the meeting.

 

    1. 11.2.5 A resolution may only properly be proposed if it is lawful and is not, in the opinion of the trustees acting reasonably, frivolous or vexatious.

 

    1. 11.2.6 Any general meeting called by the charity trustees at the request of the members of the Church must be held within 28 days from the date on which it is called.

 

    1. 11.2.7 If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.

 

    1. 11.2.8 A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.

 

    1. 11.2.9 The Church must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the Church shall be entitled to be indemnified by the charity trustees who were responsible for such failure.

 

    1. 11.3 Notice of general meetings

 

    1. 11.3.1 The charity trustees, or, as the case may be, the relevant members of the Church, must give at least 14 clear days’ notice of any general meeting to all of the members, and to any charity trustee of the Church who is not a member.

 

    1. 11.3.2 If it is agreed by not less than 90% of all members of the Church, any resolution may be proposed and passed at the meeting even though the requirements of clause 11.3.1 have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.

 

    1. 11.3.3 The notice of any general meeting must:

 

    1. 11.3.3.1 state the time and date of the meeting:

 

    1. 11.3.3.2 give the address at which the meeting is to take place;

 

    1. 11.3.3.3 give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; 

 

    1. 11.3.3.4 if a proposal to alter the constitution of the Church is to be considered at the meeting, include the text of the proposed alteration;

 

    1. 11.3.3.5 include details of persons standing for election or re-election by the members of the Church as a charity trustee; and

 

    1. 11.3.3.6 include, with the notice for the AGM, the annual statement of accounts and trustees’ annual report.

 

    1. 11.3.4 Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.

 

    1. 11.3.5 The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the Church.

 

    1. 11.4 Chairing of general meetings

The person nominated as chair by the charity trustees under clause 18.2.1 shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the Church who are present at a general meeting shall elect a chair to preside at the meeting.

    1. 11.5 Quorum at general meetings

 

    1. 11.5.1 No business may be transacted at any general meeting of the members of the Church unless a quorum is present when the meeting starts.

 

    1. 11.5.2 Subject to the following provisions, the quorum for general meetings shall be the greater of 40% or 5 members.

 

    1. 11.5.3 If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed. In such circumstances, unless the circumstances set out at clause 11.2.3 apply, the members who requested or called the meeting shall not, within the 12 month period commencing on the date of the meeting, be entitled to request a further meeting to deal with business that is substantially the same as the business for which the meeting was called.

 

    1. 11.5.4 If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must be notified to the Church’s members at least seven clear days before the date on which it will resume.

 

    1. 11.5.5 If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.

 

    1. 11.5.6 If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.

 

 

 

    1. 11.6 Voting at general meetings

 

    1. 11.6.1 Any decision other than one falling within clause 10.3 (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting.  Every member has one vote.

 

    1. 11.6.2 A poll shall be taken on each resolution where two or more members request that a poll is held in accordance with clause 11.6.4, and on each resolution for which the chair directs that there should be a poll. A poll shall also be taken in connection with any resolution in connection with clause 27 (Amendment of constitution) or 28 (Voluntary winding up or dissolution). Every poll shall be taken at the meeting at which the resolution subject to the poll was put to the vote.   

 

    1. 11.6.3 Polls do not need to be in writing. Polls may be conducted by counting the number of hands raised for and against a resolution or by any other means which allows the number of votes cast for or against the resolution to be recorded. 

 

    1. 11.6.4 All decisions not requiring a poll shall be decided by a show of hands, i.e. a vote in which members raise their hands to vote for or against the resolution, but the actual number of votes are not counted because it is clear from the show of hands whether or not the resolution has been carried. If any Church member requests that the votes cast on a show of hands be counted, a poll shall be carried out in accordance with clause 11.6.3 if at least one other member seconds the request. 

 

 

    1. 11.6.5 A secret ballot may be held at a general meeting on any resolution at the insistence of the charity trustees, the chair of the meeting or of 30% of the Church members present at the meeting.  Members will be issued with a separate ballot paper for each resolution subject to a secret ballot. The chair will appoint two members to collect and count the ballot papers in such a manner that preserves the anonymity of the votes cast. The members counting the votes shall be permitted to vote.  No further business shall be conducted until the votes have been counted and reported to the chair of the meeting who will then announce the result of the ballot. There shall be a recount by two other members appointed by the chair in respect of any resolution subject to a secret ballot where, on the first count, the number of votes cast in favour of the resolution is less than ten percentage points higher than the percentage threshold required for the resolution to be passed. A maximum of one recount may be carried out in respect of each resolution that is subject to a secret ballot. In every secret ballot, the number of votes cast for and against the resolution shall be recorded in the minutes of the meeting. 

 

    1. 11.6.6 Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.

 

    1. 11.7 Adjournment of meetings

 

The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.

 

 

    1. 12 Charity trustees

 

    1. 12.1 Functions and duties of charity trustees

 

    1. 12.1.1 The charity trustees shall have the general control and management of the administration of the Church and may for that purpose exercise all the powers of the Church subject to the provisions contained in this constitution and the Church Handbook.

 

    1. 12.1.2 It is the duty of each charity trustee:

 

 

    1. 12.1.2.1 to exercise his or her powers and to perform his or her functions as a trustee of the Church in the way he or she decides in good faith would be most likely to further the purposes of the Church; and

 

    1. 12.1.2.2 to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:

 

    1. 12.1.2.2.1 any special knowledge or experience that he or she has or holds himself or herself out as having; and

 

    1. 12.1.2.2.2 if he or she acts as a charity trustee of the Church in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

 

    1. 12.2 Eligibility for trusteeship

 

    1. 12.2.1 Every charity trustee must be a natural person.

 

    1. 12.2.2 No one may be appointed as a charity trustee:

 

    1. 12.2.2.1 if he or she is under the age of 16 years; 

 

    1. 12.2.2.2 if he or she would automatically cease to hold office under the provisions of clause 14.1.6;

 

    1. 12.2.2.3 if he or she has not affirmed in writing (or by such other means as the trustees may specify) the Basis of Faith, Ethical Statements and Doctrinal Distinctives.

 

    1. 12.2.3 No one is entitled to hold any of the offices set out at clause 12.4.1 (by virtue of which he or she will be a charity trustee) or to be an acting charity trustee until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.

 

    1. 12.2.4 At least one of the trustees of the Church must be 18 years of age or over. If there is no trustee aged at least 18 years, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.

 

    1. 12.3 Number of charity trustees

 

    1. 12.3.1 There must be at least three charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to arrange for the appointment of additional trustees to bring the total number back to the minimum required by this clause. They may do this by arranging for people to be appointed to the offices set out at clause 12.4.1 or by arranging for the appointment of acting charity trustees in accordance with clause 12.4.3.

 

    1. 12.3.2 There is no maximum number of charity trustees that may be appointed to the Church.

 

    1. 12.4 Appointment of charity trustees

 

    1. 12.4.1 Subject to the provisions of this clause 12.4 and clause 12.2, the charity trustees of the Church are the persons appointed to the offices set out below in accordance with the Church Handbook.

-           Pastor

- Elders

 

    1. 12.4.2 The names of the first charity trustees of the Church are: 

Mark Davies

Glyn Griffiths

Richard Jenkins

James Webber

 

    1. 12.4.3 Where the number of people filling the offices specified in clause 12.4.1 is less than three, then, subject to clause 12.3.1, the charity trustees shall call a general meeting and members of the Church shall elect as many acting charity trustees as required to ensure that the number of charity trustees is at least three and to ensure that the provisions of clause 6 (Benefits and payments to charity trustees and connected persons) are followed. An acting charity trustee has the same responsibilities and powers as a charity trustee. However, an acting charity trustee shall cease to be a charity trustee as soon as the number of people filling the offices specified in clause 12.4.1 reaches three unless his or her retirement would cause the provisions of clause 6 to be breached. Further, every person who is appointed as an acting charity trustee shall cease to hold office as a charity trustee 6 months after he or she is appointed, but may be reappointed by the members of the Church if required to ensure that there is always a minimum of three charity trustees. 

 

 

 

    1. 13 Information for new charity trustees

 

    1. 13.1 The charity trustees will make available to each new charity trustee, on or before his or her first appointment:

 

    1. 13.1.1 a copy of this constitution and any amendments made to it; and

 

    1. 13.1.2 a copy of the Church’s latest trustees’ annual report and statement of accounts.

 

    1. 14 Retirement and removal of charity trustees

 

    1. 14.1 A charity trustee ceases to hold office if he or she:

 

    1. 14.1.1 retires by notifying the Church in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);

 

    1. 14.1.2 is absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated;

 

    1. 14.1.3 dies;

 

    1. 14.1.4 becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

 

    1. 14.1.5 ceases, in accordance with the Church Handbook, to hold the office specified at clause 12.4.1 that makes him or her a charity trustee; or

 

    1. 14.1.6 is disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision), unless such disqualification is waived by the Charity Commission pursuant to Section 181 of the Charities Act 2011.

 

    1. 15 Reappointment of charity trustees

 

    1. 15.1 Any person who retires as a charity trustee by giving notice to the Church is eligible for reappointment. 

 

    1. 16 Delegation by charity trustees

 

    1. 16.1 The charity trustees may delegate day-to-day matters to individuals or committees, including powers to commit the Church to a course of action. The power of delegation in this clause 16.1 does not authorise the delegation of matters affecting the general control and management of the administration of the Church. The charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers under this sub-clause.

 

    1. 16.2 Subject to clause 16.3, the charity trustees may delegate any of their powers or functions relating to the general control and management of the administration of the Church to a committee or committees, and, if they do, they must determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.

 

    1. 16.3 The powers in this clause are in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees. 

 

    1. 16.4 The power at clause 16.1 is subject to the following requirements –

 

    1. 16.4.1 a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee who has been appointed in accordance with clause 12.4 prior to the establishment of the committee;

 

    1. 16.4.2 the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and

 

    1. 16.4.3 the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.

 

 

    1. 17 Taking of decisions by charity trustees

 

    1. 17.1 Subject to clause 17.4 the charity trustees must exercise their powers jointly, at properly convened meetings.
    2. 17.2 Subject to clause 17.4, any matter requiring a decision of the charity trustees shall require a simple majority of those present and voting at a properly convened meeting.
    3. 17.3 In the event of an equality of votes the resolution shall not be passed. 

 

    1. 17.4 The charity trustees may, in standing orders, provide that certain decisions may be taken by resolution, in writing or electronic form, agreed by the requisite number of charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more charity trustees has signified their agreement. The requisite number of trustees must be the number of trustees that would be required to pass the same resolution were that resolution considered at a meeting of the trustees attended by all trustees eligible to vote on that resolution. 

 

    1. 18 Meetings and proceedings of charity trustees

 

    1. 18.1 Calling meetings
      1. 18.1.1 The charity trustees must hold at least 4 meetings in each 12 month period.
      2. 18.1.2 Meetings shall require at least 10 days’ notice unless all of the charity trustees agree to a meeting being convened on shorter notice.
      3. 18.1.3 The chairman or any 2 of the charity trustees may call a meeting at any time.

 

    1. 18.2 Chairing of meetings
      1. 18.2.1 The charity trustees must elect one of their number to be chair of their meetings and shall determine the period for which the person so elected is to continue as chair.
      2. 18.2.2 The charity trustees present at a meeting must elect one of their number to chair that meeting if the chairman is not present, does not wish to act or the office of chairman is vacant.
    2. 18.3 Quorum

No business may be transacted at a meeting of the charity trustees unless there are present at least one-half of the charity trustees for the time being or two charity trustees, whichever shall be the greater. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.

    1. 18.4 Recording Of Meetings

The charity trustees must keep proper written minutes of their meetings.

 

    1. 18.5 Participation in meetings by electronic means

 

    1. 18.5.1 A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.

 

    1. 18.5.2 Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.

 

    1. 18.5.3 Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

 

    1. 19 Saving provisions

 

    1. 19.1 Subject to clause 19.2, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:

 

    1. 19.1.1 who was disqualified from holding office;

 

    1. 19.1.2 who had previously retired or who had been obliged by the constitution to vacate office;

 

    1. 19.1.3 who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;

 

if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.

 

    1. 19.2 Clause 19.1 does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for clause 19.1, the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest).

 

    1. 20 Execution of documents

 

    1. 20.1 The Church shall execute documents and deeds by signature.

 

    1. 20.2 A document is validly executed by signature if it is signed by at least two of the charity trustees or in such other manner as set out from time to time in standing orders made pursuant to clause 25.

 

    1. 20.3 A document is validly executed as a deed if it is signed by at least two of the charity trustees and the document makes clear on its face that it is intended by the persons making it to be a deed.

 

    1. 21 Use of electronic communications

 

    1. 21.1 General

 

    1. 21.1.1 The Church will comply with the requirements of the Communications Provisions in the General Regulations and in particular:

 

    1. 21.1.1.1 the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;

 

    1. 21.1.1.2 any requirements to provide information to the Commission in a particular form or manner.

 

    1. 21.2 To the Church

 

    1. 21.2.1 Any member or charity trustee of the Church may communicate electronically with the Church to an address specified by the Church for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the Church.

 

    1. 21.3 By the Church

 

    1. 21.3.1 Any member or charity trustee of the Church, by providing the Church with his or her email address or similar, is taken to have agreed to receive communications from the Church in electronic form at that address, unless the member has indicated to the Church his or her unwillingness to receive such communications in that form.

 

    1. 21.3.2 The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website –

 

    1. 21.3.2.1 provide the members with the notice referred to in clause 11.3 (Notice of general meetings);

 

    1. 21.3.2.2 give charity trustees notice of their meetings in accordance with clause 18.1 (Calling meetings); and

 

    1. 21.3.2.3 submit any proposal to the charity trustees for decision by written resolution in accordance with clause 17.4 and any standing orders made on written resolutions.

 

    1. 21.3.3 The charity trustees must:

 

    1. 21.3.3.1 take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal; and

 

    1. 21.3.3.2 send communications in hardcopy form to any member or charity trustee who has not consented to receive communications in electronic form.

 

    1. 22 Keeping of Registers

 

The Church must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and charity trustees.

 

    1. 23 Minutes

 

    1. 23.1 The charity trustees must keep minutes of all:

 

    1. 23.1.1 appointments of officers made by the charity trustees;

 

    1. 23.1.2 proceedings at general meetings of the Church;

 

    1. 23.1.3 meetings of the charity trustees and committees of charity trustees including:

 

    1. 23.1.3.1 the names of the trustees present at the meeting;

 

    1. 23.1.3.2 the decisions made at the meetings; and

 

    1. 23.1.3.3 where appropriate the reasons for the decisions;

 

    1. 23.1.4 decisions made by the charity trustees otherwise than in meetings.

 

    1. 24 Accounting records, accounts, annual reports and returns, register maintenance

 

    1. 24.1 The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the Church, within 10 months of the financial year end.

 

    1. 24.2 The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the Church entered on the Central Register of Charities.

 

    1. 25 Standing Orders

 

    1. 25.1 Subject to clause 25.4

 

    1. 25.1.1 the charity trustees may from time to time make, alter, add to or repeal standing orders for the proper regulation of the affairs of the charity trustees and the regulation of matters which have been delegated by the charity trustees including functions, powers and decision making; and

 

    1. 25.1.2 the Church members in general meeting may alter, add to or repeal the standing orders.

 

    1. 25.2 The charity trustees must adopt such means as they think sufficient to bring the standing orders to the notice of Church members.

 

    1. 25.3 Standing orders are binding on all Church members and charity trustees.

 

    1. 25.4 No standing order may be inconsistent with or may affect or repeal anything in the constitution or the Church Handbook. 

 

    1. 26 Disputes

If a dispute arises between members of the Church about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

 

    1. 27 Amendment of constitution

 

    1. 27.1 This constitution can only be amended by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the Church.

 

    1. 27.2 Any alteration of clause 3 (Purposes), clause 28 (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the Church or persons connected with them, requires the prior written consent of the Charity Commission.

 

    1. 27.3 No amendment to the Basis of Faith shall be made without a resolution passed at a Church members’ meeting by at least 80% of all members approving the amendment. Prior to making any amendment to the Basis of Faith, the Church shall take advice on whether or not the proposed change would constitute an alteration of the Church’s purposes requiring the prior written consent of the Charity Commission.  

 

    1. 27.4 The specifying of charitable purposes by the members of the Church in accordance with clause 3.1.2 does not constitute an amendment to the constitution.

 

    1. 27.5 No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.

 

    1. 27.6 A copy of any resolution altering the constitution, together with a copy of the Church’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.

 

    1. 28 Voluntary winding up or dissolution

 

    1. 28.1 As provided by the Dissolution Regulations, the Church may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the Church can only be made:

 

    1. 28.1.1 at a general meeting of the members of the Church called in accordance with clause 11 (Church Members’ decisions), of which not less than 14 days’ notice has been given to those eligible to attend and vote:

 

    1. 28.1.1.1 by a resolution passed by a 75% majority of those voting, or

 

    1. 28.1.1.2 by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting.

 

    1. 28.2 Subject to the payment of all the Church’s debts:

 

    1. 28.2.1 Any resolution for the winding up of the Church, or for the dissolution of the Church without winding up, may contain a provision directing how any remaining assets of the Church shall be applied.

 

    1. 28.2.2 If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the Church shall be applied.

 

    1. 28.2.3 In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the Church.

 

    1. 28.3 The Church must observe the requirements of the Dissolution Regulations in applying to the Commission for the Church to be removed from the Register of Charities, and in particular:

 

    1. 28.3.1 the charity trustees must send with their application to the Commission:

 

    1. 28.3.1.1 a copy of the resolution passed by the members of the Church;

 

    1. 28.3.1.2 a declaration by the charity trustees that any debts and other liabilities of the Church have been settled or otherwise provided for in full; and

 

    1. 28.3.1.3 a statement by the charity trustees setting out the way in which any property of the Church has been or is to be applied prior to its dissolution in accordance with this constitution;

 

    1. 28.3.2 the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the Church, and to any charity trustee of the Church who was not privy to the application.

 

    1. 28.4 If the Church is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

 

 

 

 

 

 

 

    1. 29 Interpretation

In this constitution:

 

    1. 29.1 “Basis of Faith” means the doctrinal basis of the Church set out at Appendix 1 as may be amended from time to time in accordance with clause 27.3.
    2. 29.2 “charity trustee” means a person who has been appointed as a charity trustee of the Church in accordance with this constitution.

 

    1. 29.3 “Church Handbook” means the rules adopted by the members of the Church governing the internal practices of the Church as may from time to time be amended in accordance with its terms.

 

    1. 29.4 “Doctrinal Distinctives” means any doctrines supplemental to the Basis of Faith set out in the Church Handbook as the doctrines of the Church, or adopted in accordance with the procedures set out in the Church Handbook, as the doctrines of the Church.

 

    1. 29.5 “Ethical Statements” means any statements set out in the Church Handbook, or adopted in accordance with the procedures set out in the Church Handbook setting out how the doctrines contained in the Basis of Faith apply in the ethics of day-to-day life and in accordance with which Church Members are expected to live their lives. 

 

    1. 29.6 “connected person” means:

 

    1. 29.6.1 a child, parent, grandchild, grandparent, brother or sister of the charity trustee;

 

    1. 29.6.2 the spouse or civil partner of the charity trustee or of any person falling within clause 29.6.1;

 

    1. 29.6.3 a person carrying on business in partnership with the charity trustee or with any person falling within clause 29.6.1or 29.6.2;

 

    1. 29.6.4 an institution which is controlled –

 

    1. 29.6.4.1 by the charity trustee or any connected person falling within clause 29.6.1, 29.6.2 or 29.6.3; or

 

    1. 29.6.4.2 by two or more persons falling within clause 29.6.4.1, when taken together

 

    1. 29.6.5 a body corporate in which –

 

    1. 29.6.5.1 the charity trustee or any connected person falling within clauses 29.6.1 to 29.6.3 has a substantial interest; or

 

    1. 29.6.5.2 two or more persons falling within clause 29.6.5.1, who, when taken together, have a substantial interest.

 

(N.b. Section 118 of the Charities Act 2011 applies a different definition to “connected person” for the purpose of dispositions of land belonging to charities).

 

    1. 29.7 The “Communications Provisions” means the Communications Provisions in Part 9 of the General Regulations.

 

    1. 29.8 “Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.

 

    1. 29.9 “General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.

 

    1. 29.10 A “poll” means a counted vote, in which the actual number of votes cast for and against the resolution are counted to determine whether or not the resolution has been carried.

 

    1. 29.11 A “ballot” means a poll in which the people voting cast their votes in writing on a ballot slip. 

 

Appendix 1

Basis of Faith

God

There is one God, who exists eternally in three distinct but equal persons: the Father, the Son and the Holy Spirit. God is unchangeable in His holiness, justice, wisdom and love. He is the almighty Creator, Saviour and Judge who sustains and governs all things according to His sovereign will for His own glory.

 

The Bible

God has revealed Himself in the Bible, which consists of the Old and the New Testaments alone. Every word was inspired by God through human authors, so that the Bible as originally given is in its entirety the Word of God, without error and fully reliable in fact and doctrine. The Bible alone speaks with final authority and is always sufficient for all matters of belief and practice.

 

The human race

All men and women, being created in the image of God, have inherent and equal dignity and worth. Their greatest purpose is to obey, worship and love God. As a result of the fall of our first parents, every aspect of human nature has been corrupted and all men and women are without spiritual life, guilty sinners and hostile to God. Every person is therefore under the just condemnation of God and needs to be born again, forgiven and reconciled to God in order to know and please Him.

 

The Lord Jesus Christ

The Lord Jesus Christ is fully God and fully man. He was conceived by the Holy Spirit, born of a virgin, and lived a sinless life in obedience to the Father. He taught with authority and all his words are true. On the cross he died in the place of sinners, bearing God’s punishment for their sin, redeeming them by his blood. He rose from the dead and in his resurrection body ascended into heaven where he is exalted as Lord of all. He intercedes for his people in the presence of the Father.

 

Salvation

Salvation is entirely a work of God's grace and cannot be earned or deserved. It has been accomplished by the Lord Jesus Christ and is offered to all in the gospel. God in His love forgives sinners whom He calls, granting them repentance and faith. All who believe in Christ are justified by faith alone, adopted into the family of God and receive eternal life.

 

The Holy Spirit

The Holy Spirit has been sent from heaven to glorify Christ, and to apply His work of salvation. He convicts sinners, imparts spiritual life and gives a true understanding of the scriptures. He indwells all believers, brings assurance of salvation and produces increasing likeness to Christ. He builds up the Church and empowers its members for worship, service and mission.

 

 

The Church

The universal Church is the body of which Christ is the head and to which all who are saved belong. It is made visible in local churches, which are congregations of believers who are committed to each other for the worship of God, the preaching of the Word, the administering of Baptism and the Lord's Supper, for pastoral care and discipline, and for evangelism. The unity of the body of Christ is expressed within and between churches by mutual love, care and encouragement. True fellowship between churches exists only where they are faithful to the gospel.

 

Baptism and the Lord's Supper

Baptism and the Lord's Supper have been given to the churches by Christ as visible signs of the gospel. Baptism is a symbol of union with Christ and entry into His Church but does not impart spiritual life. The Lord's Supper is a commemoration of Christ's sacrifice offered once for all and involves no change in the bread and wine. All its blessings are received by faith. 

 

Marriage

We believe that the Bible teaches that marriage is a union between one man and one woman and is intended for life. This view of marriage will affect all of our practices in this area.

 

The Future

The Lord Jesus Christ will return in glory. He will raise the dead and judge the world in righteousness. The wicked will be sent to eternal punishment and the righteous will be welcomed into a life of eternal joy in fellowship with God. God will make all things new and will be glorified forever.

 

 

 

"Christ in you, the hope of glory." Colossians 1:27