Constitution for Churches Together in Dorset, including Bournemouth and Poole
The name of the charity is Churches Together in Dorset, including Bournemouth and Poole.
Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the Board of Trustees, constituted by clause G of this constitution ("the Board").
The Charity's objects ("the Objects") are:
a) the advancement of the Christian religion, the relief of poverty and the advancement of education and any other purposes which are charitable according to the law of England and Wales. The Charity shall seek to further these objects by:
(i) Facilitating common witness to the Christian religion by the Churches;
(ii) Providing means of consultation between the Churches;
(iii) Working in co-operation with other ecumenical bodies.
b) In particular the Charity shall seek (within its general objects):
(i) To be a visible sign of the churches' commitment to one another, in obedience to our Lord's prayer "that all of them may be one, Father, just as you are in me and I am in you: may they also be in us so that the world may believe that you have sent me". (John 17.21) (New International Version)
(ii) To affirm, support and service local ecumenism in Dorset, Bournemouth and Poole, whether it be formal or informal, structured or unstructured; representing the local concerns at the intermediate and, where appropriate, at national level.
(iii) To promote the theological reflection necessary to support the ecumenical movement and to enable continuing discussion of Faith and Order issues, especially of the nature and purpose and unity of the Church in the light of its mission.
(iv) To encourage shared worship and prayer, learning, service and evangelism, with each church sharing with others the treasures of its tradition.
(v) To enable the churches to develop growing and changing relationships, as pilgrims together, in the living and sharing of the gospel, and to facilitate further steps towards fuller unity of the churches, including consideration of theological and practical questions, especially those arising from local ecumenical partnerships.
(vi) To enable the churches, as they grow together in unity, to seek a common mind and to share decision-making in common.
(vii) To enable the churches to respond to the needs of society at all levels in Dorset, Bournemouth and Poole, to explore church and society issues, and, when appropriate, to make approaches to secular authorities independently or with others.
(viii) To seek to ensure that the departments, boards and committees of the churches at the intermediate level of the churches work together as closely as possible.
(ix) To appoint and support full-time or part-time ecumenical officers or their equivalents.
(x) To encourage the review of ecclesiastical boundaries of Dorset, Bournemouth and Poole so that they may be aligned as closely as possible with each other and with the civil boundaries in order to promote the shared mission of the churches.
In furtherance of the Objects but not otherwise the Charity may exercise the following powers:
In furtherance of the objects but not otherwise the Trustees may exercise the following powers:
(i) power to raise funds and to invite and receive contributions provided that in raising funds the Trustees shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
(ii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
(iii) power, subject to any consents required by law, to sell, lease or dispose of all or any part of the property of the Charity;
(iv) power, subject to any consents required by law, to borrow money and to charge all or any part of the property of the Charity with repayment of the money so borrowed;
(v) power to employ such staff (who shall not be Trustees) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
(vi) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
(vii) power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
(viii) power to appoint and constitute such advisory committees as the Trustees may think fit, including a social responsibility committee (Dorset Church and Society Committee, DORCAS).
(ix) power to do all such other lawful things as are necessary for the achievement of the objects.
(1) Membership of the Charity shall be open to any church interested in furthering the objects of the Charity; having at least one congregation in the county, and which is either:
a) a member church of Churches Together in England, or
b) a member church of the Evangelical Alliance and having a structural network across the county;
(2) Every member church shall have one vote.
(3) Each member church shall appoint an individual to represent it and to vote on its behalf at meetings of the Charity and may appoint an alternate to replace its appointed representative at any meeting of the Charity if the appointed representative is unable to attend.
(4) Each member church shall notify the name of the representative appointed by it and of any alternate to the secretary. If the representative or alternate resigns from or otherwise leaves the member church, he or she shall forthwith cease to be the representative of the member church.
(5) The Trustees may unanimously and for good reason terminate the membership of any member church: provided that the member church concerned shall have the right to be heard by the Trustees, before a final decision is made.
F. Honorary Officers
At the Annual General Meeting of the Charity the member churches shall elect from themselves a chairman and a treasurer, who shall hold office from the conclusion of that meeting. An employed officer of the Charity shall normally serve as secretary to the Charity.
G. The Board of Trustees
The Board of Trustees shall consist of:
a) not less than 3 and not more than 9 trustees elected by the members of the charity.
b) the honorary officers specified in clause F.
c) the chairman of the Social Responsibility Committee of the Charity, (DORCAS).
The Trustees shall have the power to co-opt up to three other members who will have full voting rights as trustees. The number of co-opted members shall not exceed one third of the total number of members of the Executive Committee.
Trustees appointed under b and c above shall normally serve for three years.
H. A member of the Board of Trustees shall cease to hold office if he or she:
(1) is disqualified from acting as a member of the Trustees by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
(2) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(3) is absent without the permission of the Trustees from all their meetings held within a period of twelve months and the Trustees resolve that his or her office be vacated; or
(4) notifies to the Trustees a wish to resign (but only if at least three members of the Trustees will remain in office when the notice of resignation is to take effect).
I. Trustees not to be personally interested
(1) Subject to the provisions of sub-clause (2) of this clause, no member of the Board of Trustees shall acquire any interest in property belonging to the Charity (otherwise than as a trustee for the Charity) or receive remuneration or be interested (otherwise than as a member of the Trustees) in any contract entered into by the Trustees.
(2) Any Trustee for the time being who is a solicitor, accountant or other person engaged in a profession may charge and be paid all the usual professional charges for business done by him or her or his or her firm when instructed by the other members of the Trustees to act in a professional capacity on behalf of the Charity: Provided that at no time shall a majority of the members of the Trustees benefit under this provision and that a member of the Trustees shall withdraw from any meeting at which his or her own instruction or remuneration, or that of his or her firm, is under discussion.
J. Meetings and proceedings of the Board of Trustees
(1) The Board of Trustees shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the secretary or by any two trustees upon not less than 7days' notice being given to the other members of the trustees of the matters to be discussed. If the appointment of a co-opted member is to be discussed at least 21 days notice shall be given.
(2) If the Chairperson is absent from any meeting those present shall choose one of their number to be chairperson of the meeting before any other business is transacted.
(3) The Trustees shall appoint a Secretary who will not have a vote and will not be a Trustee.
(4) There shall be a quorum when at least three trustees are present at a meeting.
(5) Every matter shall be determined by a majority of votes of the trustees present and voting on the question but in the case of equality of votes the chairperson of the meeting shall have a second or casting vote.
(6) The Trustees shall keep minutes of the proceedings at meetings of the Trustees and any sub-committees.
( 7) The Trustees may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.
(8) The Trustees may appoint one or more sub-committees consisting of two or more members of the Trustees for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Trustees would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Trustees.
(9) The Trustees may appoint working-parties to advance the objects of the Charity.
K. Receipts and expenditure
(1) The funds of the Charity, including all donations, contributions and bequests, shall be paid into an account operated by the Trustees in the name of the Charity at any such bank as the Trustees shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Trustees.
(2) The funds belonging to the Charity shall be applied only in furthering the objects.
(1) Subject to the provisions of sub-clause (2) of this clause, the Trustees shall cause the title to:
(a) all land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and
(b) all investments held by or on behalf of the charity;
to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees. Holding trustees may be removed by the Trustees at their pleasure and shall act in accordance with the lawful directions of the Trustees. Provided they act only in accordance with the lawful directions of the Trustees, the holding trustees shall not be liable for the acts and defaults of its members.
(2) If a corporation entitled to act as custodian trustees has not been appointed to hold the property of the charity, the Trustees may permit any investments held by or in trust for the charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is a member of the
International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Executive Committee, and may pay such a nominee reasonable and proper remuneration for acting as such.
The Trustees shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:
(1) the keeping of accounting records for the Charity;
(2) the preparation of annual statements of account for the charity;
(3) the auditing or independent examination of the statements of account of the Charity; and
(4) the transmission of the statements of account of the Charity to the Commission.
N. Annual Report
The Trustees shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual report and its transmission to the Charity Commission.
O. Annual Return
The Trustees shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to the preparation of an annual return and its transmission to the Charity Commission.
P. Annual General Meeting
(1) There shall be an annual general meeting of the Charity, which shall be held in the month of March in each year or as soon as practicable thereafter.
(2) Every annual general meeting shall be called by the Trustees. The secretary shall give at least 21 days' notice of the annual general meeting to all the members of the Charity. Appointed representatives of all the member churches of the Charity shall be entitled to attend and vote at the meeting.
(3) Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairperson who shall chair that meeting.
(4) The Trustees shall present to each annual general meeting the report and accounts of the Charity for the preceding year.
(5) Nominations for election to the Trustees must be made by member churches of the Charity in writing and must be in the hands of the Secretary of the Trustees at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by show of hands.
Q. Special General Meetings
The Trustees may call a special general meeting of the Charity at any time. If at least three member churches request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days' notice must be given. The notice must state the business to be discussed.
R. Procedure at General Meetings
(1) The secretary or other person specially appointed by the Trustees shall keep a full record of proceedings at every general meeting of the Charity.
(2) There shall be a quorum when at least one half of the number of appointed representatives of the member churches of the Charity for the time being are present at any general meeting.
S. Alterations to the Constitution
(1) Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by more than two thirds of the appointed representatives of the member churches present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.
(2) No amendment may be made to clause A (the name of charity clause), clause C (the objects clause), clause I(Trustee members not to be personally interested clause), clause T (the dissolution clause) or this clause without the prior consent in writing of the Charity Commissioners.
(3) No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
(4) The Trustees should promptly send to the Charity Commission a copy of any amendment made under this clause.
If the Trustees decide that it is necessary or advisable to dissolve the Charity they shall call a meeting of all members of the Charity, of which not less than 21 days' notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Trustees shall have power to realise any assets held by or on behalf of the Charity. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Charity as the members of the Charity may determine or failing that shall be applied for some other charitable purpose. A copy of the statement of accounts, or account and statement, for the final accounting period of the Charity must be sent to the Commission.
U. Arrangements until first Annual General Meeting
Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Trustees were references to the persons whose signatures appear at the bottom of this document.
This constitution was adopted on the date mentioned above by the persons whose signatures appear at the bottom of this document.