15 THE APPOINTMENT AND REMOVAL OF CHARITY TRUSTEES
15.1 The statutory definition of Charity Trustees in Section 97(1) of the Charities Act 1993 is “persons having the general control and management of the administration of a charity.”
15.2 The Church Members’ Meeting shall appoint Charity Trustees to be responsible for the governance of the Church and where there is a Minister that person is a Charity Trustee because of their role and responsibilities. Subject to any specific or general directions of the Church Members’ Meeting and the provisions of 9.2 the control management and administration of the Church shall be by the Charity Trustees, save that the Charity Trustees are not required to do anything that would cause them to be in breach of this Constitution or any trustee duty placed upon them as a result of this role.
15.3 No person may serve as a Charity Trustee if they are disqualified.
15.4 Charity Trustees shall with the possible exception of any newly appointed Minister be chosen from among the Church Members with the maximum number of Charity Trustees being agreed from time to time by the Church Members’ Meeting.
In April 2023 it was noted that there is currently no maximum number of Charity Trustees.
15.5 In this church it shall be the Minister(s) if any and Deacons, Secretary and Treasurer who together are the Charity Trustees of the Church at the time of adoption of this constitution or the registration of the Charity with the Charity Commission.
In April 2023 it was noted that while at the adoption of this constitution all the Deacons were Charity Trustees, it has been the practice of the church since then to specify some Deacons as Trustees and some Deacons not to be Trustees, so that a majority of Trustees (in 20.2) do not receive financial benefit from the Church.
15.6 The Church Members’ Meeting shall arrange for the appointment of a Church Secretary and Church Treasurer who shall by the nature of their responsibilities be Charity Trustees.
15.7 Any person qualified to be a Member of the church shall be eligible for election as a Charity Trustee (unless disqualified by statute). At all times a majority of the Charity Trustees shall be persons (who are not disqualified by statute) who have been baptised in the manner described in the Declaration of Principle in clause 3.
15.8 A close family member (spouse, parent, child, sibling) of a serving Charity Trustee shall be eligible for appointment as a Charity Trustee.
15.9 Charity Trustees shall serve so long as they have the support of the Church Members’ Meeting and (except for those in ministerial office) shall be actively appointed and reappointed at least once every three years.
15.10 Charity Trustees (except for those in ministerial office) shall be appointed for an initial three year term with the opportunity to be nominated for reappointment at the end of each three year term.
15.11 The appointment of Charity Trustees shall be undertaken by processes that are public, clear and open so that all Church Members are enabled to consider prayerfully who should be appointed as Charity Trustees. The process shall ensure that notice is given of any forthcoming election so that Church Members may freely nominate prospective Charity Trustees whose names shall be submitted (after they have indicated a willingness to be appointed) for decision to the Church Members with the intention of ensuring that those appointed have a sufficient level of support from them.
15.12 In this church:-
15.12.1 Nominations for the role of Charity Trustee other than a Minister shall be made to the Church Secretary (or equivalent) not later than three Sundays (or other regular weekly meeting time when the Church gathers together) before the Ordinary Church Members’ Meeting at which the election is to be held. Nominations must be submitted in writing with the supporting signature of two other Church Members and the consent of the candidate. No person may nominate more candidates than there are places vacant. Requests for nominations shall be made at all services on the two Sundays (or other regular weekly meeting time when the Church gathers together) immediately before that Sunday when nominations must cease.
15.12.2 Voting shall be by secret ballot at an Ordinary Church Members’ Meeting. Church Members shall be asked to vote for those candidates whom they believe could serve the church well as Charity Trustees. They shall vote for no more candidates than there are vacancies. The scrutineers shall report in writing and in confidence to the person chairing the Church Members’ Meeting the number of votes cast for each candidate. The number of candidates, being not more than the number of vacancies, receiving the highest number of votes shall be declared to be elected provided that each candidate so declared shall have received votes from at least 2/3 of those members voting.
15.12.3 In cases of unavoidable absence Church Members may exercise a postal vote where this is permitted under clause 13.4 provided that votes are returned before the commencement of the Church Members’ Meeting at which the election is to be held.
15.12.4 If there are more candidates than vacancies and if after the ballot, some vacancies remain unfilled because insufficient candidates have received votes from at least 2/3 of those members voting then, if that Church Members’ Meeting agrees, the person chairing the Church Members’ Meeting shall delete from the names of those who have not been elected those with the lowest number of votes so as to leave as many names as there now are vacancies (he or she may use his or her casting vote where there is a tie). These names shall be submitted to that or another Church Members’ Meeting for balloting on the remaining places.
15.13 A technical defect in the appointment of a Charity Trustee of which the Charity Trustees were unaware at the time does not invalidate decisions taken by the Charity Trustees.
15.14 A Special Church Members’ Meeting may rescind the appointment of any Charity Trustee (except for those in ministerial office) at any time.
15.15 Where a Special Church Members’ Meeting is considering the dismissal of a Charity Trustee (except for those in ministerial office) the Charity Trustee shall be allowed to hear what is said to the Church Members’ Meeting and to correct any errors of fact and offer any explanation of the circumstances or reasons for their actions before withdrawing so that the Church Members’ Meeting may prayerfully and carefully consider whether the appointment should be terminated.
16 RESPONSIBILITIES OF CHARITY TRUSTEES
16.1 The Charity Trustees shall be responsible for the governance of the Church and the fulfilment of the Purpose through its Activities acting according to the will of God as discerned by the Church Members’ Meeting and subject to any specific or general directions of the Church Members’ Meeting in relation to the matters set out in clause 9.2.
16.2 The Charity Trustees should keep in an appropriate state of repair and insure to their full value against fire and other usual risks all the buildings of the Charity (except those where the responsibility is of a third party where they shall use reasonable endeavours to ensure that the third party does so). They must ensure that suitable public liability and employer’s liability insurance is in place.
17 PROCEEDINGS OF CHARITY TRUSTEES
17.1 Worship including prayer and the reading of Scripture shall be key features of any meeting of the Charity Trustees whose leadership and administration of the church shall be characterised as much by mutual accountability, service, and pastoral care, as strategic thinking and effective management.
17.2 The Charity Trustees shall determine when and how frequently they shall meet provided that they shall convene meetings of the whole group not less than once every two months.
17.3 The Charity Trustees shall determine a quorum for their full meetings that shall not be less than two persons or half of their number whichever is the greater number.
17.4 Notwithstanding the joint and several responsibilities of all the Charity Trustees and in addition to regular meetings of the whole group they may meet in such sub-groups as are necessary and convenient. Reports of such subgroup meetings must be made to the next full Charity Trustees Meeting.
17.5 For matters requiring a decision the Charity Trustees shall, so far as possible, seek consensus on all matters considered at their meetings but where this is not possible a vote shall be taken and the outcome recorded as the resolution of the Charity Trustees.
17.6 Each Charity Trustee shall have one vote to be exercised at the meeting.
17.7 Every issue may be determined by a simple majority of votes cast at a meeting of the Charity Trustees but if there is an equality of votes on any matter the resolution will be considered rejected and the matter shall be referred back to the submitter for review and if appropriate resubmission to a subsequent meeting for consideration.
17.8 The Charity Trustees shall always act in accordance with the provisions of this Constitution and the general law.
17.9 Subject to clause 9.3 the Charity Trustees shall act in accordance with the specific directions of the Church Members’ Meeting in relation to matters relating to church property including any purchase, sale, lease, mortgage or redevelopment of church property.
17.10 Minutes shall be prepared of the proceedings at the meetings of the Charity Trustees including any appointments, the names of those present, the decisions taken, and where appropriate the reasons for the decisions and the Charity Trustees shall decide from time to time whether all or part of these minutes shall be treated as confidential.
17.11 Charity Trustees shall respect the confidentiality of their meeting.
18 POWERS OF CHARITY TRUSTEES
18.1 The Charity Trustees shall have specific power subject to any general or specific directions of the Church Members’ Meeting to apply for and accept grants and to provide security in respect of obligations under grant agreements.
18.2 For the avoidance of doubt the Charity Trustees shall have power to borrow money, receive grants, give guarantees and or security for loans, and to make grants or loans of money towards the advancement of the Purpose. In the event of a charge over land and/or buildings being required this must be consistent with provisions in the trusts for the land and with statute law.
18.3 For the avoidance of doubt the Charity Trustees shall have power to make grants to other charities working elsewhere in the United Kingdom and/or other parts of the world.
19 APPLICATION OF INCOME AND CAPITAL
The Charity Trustees must use the income and may use the capital where trusts permit it to be spent to promote the Purpose provided that the Charity Trustees may apply an appropriate reserves policy in accordance with the general law.
20 REMUNERATION OF CHARITY TRUSTEES
20.1 With the exception only of a Minister or Ministers as authorised by clause 23, or a remuneration permitted under clause 20.2 no Charity Trustee (or any person, firm or company connected with the Charity Trustee) may be paid or receive any other direct or indirect benefit for being a Charity Trustee except the reimbursement of reasonable and proper expenses and other payments permitted by statute or specifically authorised by the Charity Commission.
20.2 Where it is proposed that a Charity Trustee (or person, firm or company, connected with the Charity Trustee) is to be employed or receive remuneration or sell goods or services or any interest in land to the Church and where this gains the approval of the Church Members’ Meeting then this shall be permitted only if:
- the Charity Trustee or any person connected with the trustee who may benefit directly or indirectly from the proposed remuneration declares an interest in the proposal before discussion on the matter begins;
- absents himself or herself (or in the case of any connected persons themselves) from any part of any meeting at which the proposal is discussed and takes no part in any discussion of it and is not counted in determining whether any such meeting is quorate;
- does not vote on the proposal;
- the remaining Charity Trustees who do not stand to receive the proposed benefit are satisfied that it is in the interests of the Church to contract with or employ that Charity Trustee (or connected person) rather than another independent person and must record the reason for their decision in the minutes;
- in reaching that decision the Charity Trustees must balance the advantage of contracting with or employing a Trustee against the disadvantage of doing so (especially the loss of the Trustee’s services as a result of dealing with the Trustee’s conflict of interest);
- The Charity Trustees authorising the proposed transaction comprise a majority of the Charity Trustees body and have not received any such benefit.