Constitution of Churches Together in York

adopted on the thirtieth day of November 2004

A Name

The name of the Association is Churches Together in York

B Administration

Subject to the matters set out below the Charity and its property shall be administered and managed in accordance with this constitution by the members of the Enabling Group, constituted by clause G of this constitution (“the Enabling Group”).

C Objects

The Charity’s objects (“the objects”) are
1. to enable the churches, as pilgrims together, to explore the Christian faith together, to develop mutual relationships, to seek a common mind, and to make decisions together
2. to encourage churches to worship, pray and reflect together on the nature and purpose of the church in the light of its mission - each church sharing with others the treasures of its tradition
3. to enable the churches to live and share the Gospel, to evangelise together and to take further steps towards fuller unity
4. to enable the churches to respond to the needs of society and to witness to the Gospel together
5. to serve as a means of communication between churches, neighbourhood Churches Together groups and Christian Organisations within its area;
6. to provide a focus for relating to the local authority and other statutory or voluntary bodies;
7. to support mission and evangelism across York.

D Powers

In furtherance of the objects but not otherwise the Enabling Group may exercise the following powers:
1. power to raise funds and to invite and receive contributions provided that in raising funds the Enabling Group shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
2. power to employ such staff (who shall not be members of the Enabling Group) 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;
3. 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;
4. power to establish or support any charitable trusts, associations or institutions formed for all or any of the objects;
5. power to appoint and constitute such advisory committees as the Enabling Group may think fit;
6. power to do all such other lawful things as are necessary for the achievement of the objects.

E Membership

1. Membership of the Charity shall be open to:
a) individuals (over the age of 18 years) who are interested in furthering the work of the Charity and who have paid any annual subscription laid down from time to time by the Enabling Group, and
b) any body corporate or unincorporated association which is interested in furthering the Charity’s work and has paid any annual subscription (any such body being called in this constitution a “member organisation”)
who
(i) confess the Lord Jesus Christ as God and Saviour according to the Scriptures, and therefore seek to fulfil together their common calling to the glory of God, Father, Son, and Holy Spirit or
(ii) while being non-credal churches, are member or associate member churches of “Churches Together in England.”
2. Every member shall have one vote.
3. Each member organisation 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 organisation 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 organisation, he or she shall forthwith cease to be the representative of the member organisation.
5. The Enabling Group may unanimously and for good reason terminate the membership of any individual or member organisation: Provided that the individual concerned or the appointed representative of the member organisation concerned (as the case may be) shall have the right to be heard by the Enabling Group, accompanied by a friend, before a final decision is made.

F Honorary Officers

At the annual general meeting of the Charity the members shall elect from amongst themselves a chairman, a vice chairman, a secretary and a treasurer, who shall hold office from the conclusion of that meeting.

G Enabling Group

1. The Enabling Group shall consist of not fewer than 7 members nor more than 10 members being:
a) the honorary officers specified in the preceding clause;
b) not fewer than 3 and not more than 6 members elected at the annual general meeting who shall hold office from the conclusion of that meeting;
2. The Enabling Group may in addition appoint not more than 2 co-opted members but so that no-one may be appointed as a co-opted member if, as a result, more than one third of the members of the Enabling Group would be co-opted members. Each appointment of a co-opted member shall be made at a special meeting of the Enabling Group called under clause J(1) and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.
3. All the members of the Enabling Group shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or re-appointed.
4. The proceedings of the Enabling Group shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.
5. Nobody shall be appointed as a member of the Enabling Group who is aged under 18 or who would if appointed be disqualified under the provisions of the following clause.
6. No person shall be entitled to act as a member of the Enabling Group whether on a first or on any subsequent entry into office until after signing in the minute book of the Enabling Group a declaration of acceptance and of willingness to act in the trusts of the Charity.

H Determination of Membership of Enabling Group

A member of the Enabling Group shall cease to hold office if he or she:

is disqualified from acting as a member of the Enabling Group by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
is absent without the permission of the Enabling Group from all their meetings held within a period of six months and the Enabling Group resolve that his or her office be vacated; or
notifies to the Enabling Group a wish to resign (but only if at least three members of the Enabling Group will remain in office when the notice of resignation is to take effect).

I Enabling Group Members not to be personally interested

No m e m b e r of the Enabling Group 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 Enabling Group) in any contract entered into by Enabling Group.

J Meetings and proceedings of the Enabling Group

1. The Enabling Group shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chairman or by any two members of the Enabling Group upon not less than 4 days’ notice being given to the other members of the Enabling Group of the matters to be discussed but if the matters include an appointment of a coopted member then not less than 21 days’ notice must be given.
2. The chairman shall act as chairman at meetings of the Enabling Group. If the chairman and vice chairman are absent from any meeting, the members of the Enabling Group present shall choose one of their number to be chairman of the meeting before any other business is transacted.
3. There shall be a quorum when at least one third of the number of members of the Enabling Group for the time being or three members of the Enabling Group, whichever is the greater, are present at a meeting.
4. Every matter shall be determined by a majority of votes of the members of the Enabling Group present and voting on the question but in the case of equality of votes the chairman of the meeting shall have a second or casting vote.
5. The Enabling Group shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Enabling Group and any sub-committee.
6. The Enabling Group may from time to time make and alter working practices for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No working practice may be made which is inconsistent with this constitution.
7. The Enabling Group may appoint one or more sub-committees consisting of three or more members of the Enabling Group for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Enabling Group 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 Enabling Group.

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 Enabling Group in the name of the Charity at such bank as the Enabling Group shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Enabling Group.
2. The funds belonging to the Charity shall be applied only in furthering the objects.

L Property

1. Subject to the provisions of sub-clause (2) of this clause, the Enabling Group shall cause the title to 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 Enabling Group at their pleasure and shall act in accordance with the lawful directions of the Enabling Group. Provided they act only in accordance with the lawful directions of the Enabling Group, the holding trustees shall not be liable for the acts and defaults of its members.
2. If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the charity, the Enabling Group 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 Enabling Group, and may pay such a nominee reasonable and proper remuneration for acting as such.

M Accounts

The Enabling Group shall comply with their obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to:

the keeping of accounting records for the Charity;
the preparation of annual statements of account for the charity;
the auditing or independent examination of the statements of account of the Charity; and
the transmission of the statements of account of the Charity to the Commission.

N Annual Report

The Enabling Group 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 Commission.

O Annual Return

P Annual General Meeting

There shall be an annual general meeting of the Charity which shall be held in the month of June in each year or as soon as practicable thereafter.
Every annual general meeting shall be called by the Enabling Group. The secretary shall give at least 21 days’ notice of the annual general meeting to all the members of the Charity. All the members of the Charity shall be entitled to attend and vote at the meeting.
Before any other business is transacted at the first annual general meeting the persons present shall appoint a chairman of the meeting. The chairman shall be the chairman of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chairman of the meeting.
The Enabling Group shall present to each annual general meeting the report and accounts of the Charity for the preceding year.
Nominations for election to the Enabling Group must be made by members of the Charity in writing and must be in the hands of the secretary of the Enabling Group at least 14 days before the annual general meeting. Should nominations exceed vacancies, election shall be by ballot.

Q Special General Meetings

The Enabling Group may call a special general meeting of the Charity at any time. If at least ten members 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

The secretary or other person specially appointed by the Enabling Group shall keep a full record of proceedings at every general meeting of the Charity.
There shall be a quorum when at least one tenth of the number of members of the Charity for the time being or ten members of the Charity, whichever is the greater, are present at any general meeting.

S Notices

Any notice required to be served on any member of the Charity shall be in writing and shall be served by the secretary or the Enabling Group on any member either personally or by sending it through the post in a prepaid letter addressed to such member at his or her last known address in the United Kingdom, and any letter so sent shall be deemed to have been received within 10 days of posting.

T Alterations to the Constitution

Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members 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.
No amendment may be made to clause A (the name of charity clause), clause C (the objects clause), clause I (Enabling Group members not to be personally interested clause), clause U (the dissolution clause) or this clause without the prior consent in writing of the Commissioners.
No amendment may be made which would have the effect of making the Charity cease to be a charity at law.
The Enabling Group should promptly send to the Commission a copy of any amendment made under this clause.

U Dissolution

If the Enabling Group decides that it is necessary or advisable to dissolve the Charity it 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 Enabling Group 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.

V 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 Enabling Group 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.

Signed

…………………………………………. Chairman

…………………………………………. Vice Chairman

………………………………………Secretary

………………………………………Treasurer