CITD CONSTITUTION

CHURCHES TOGETHER IN DROITWICH SPA & DISTRICT

CONSTITUTION

Adopted 9th December 1998 Amended 16th June 1999

1. Name

The Association is CHURCHES TOGETHER IN DROITWICH SPA & District ("the Charity").

2. 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 Executive Committee, constituted by clause 8 of this constitution ("the Executive Committee").

3. Object

To advance the Christian Religion in Droitwich Spa & District.

4. Powers

In furtherance of the object but not otherwise the Executive Committee may exercise the following powers:

i) power to raise funds and to invite and receive contributions provided that in raising funds the Executive Committee 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 object 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 borrowed;

v) power to employ such staff as are necessary for the proper pursuit of the object, who shall not be members of the Executive Committee, as are necessary for the proper pursuit of the object 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 object 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 object;

viii) power to appoint and constitute such advisory committees as the Executive Committee may think fit;

ix) power to make payments in respect of any indemnity insurance determined as necessary by the Executive Committee;

x) power to do all such other lawful things as are necessary for the achievement of the object;

5. Membership

1. Membership of the Charity shall be open to :

i) any local church in the area which is affiliated to a church or association of churches which is a full member of Churches Together in England

ii) any other local church in the area which affirms the Basis as outlined below and commits itself to promote the object of Churches Together in Droitwich Spa & District.

iii) any local church which on principle has no creedal statements in its tradition and therefore cannot formally subscribe to the statement of faith in the Basis, provided that it satisfies 75% in number of those member churches which subscribe to the Basis that it manifests faith in Christ as witnessed in the Scriptures and it is committed to the object of Churches Together in Droitwich Spa & District and that it will work in the spirit of the Basis.

Basis : Churches (and Christian bodies) which, acknowledging God's revelation in Christ, confess the Lord Jesus Christ as God and Saviour according to the Scriptures, and, in obedience to God's will and in the power of the Holy Spirit, commit themselves;

- to seek a deepening of their communion with Christ and with one another in the Church, which is his body; and

- to fulfil their mission to proclaim the Gospel by common witness and service in the world, to the glory of one God: Father, Son and Holy Spirit.

2. Every member over the age of 18 shall have one vote.

3. Every member shall pay a membership subscription which will be agreed at the Annual General Meeting.

4. 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.

5. 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.

6. The Executive Committee may unanimously and for good reason terminate the membership of any member organisation provided that the appointed representative of the member organisation concerned shall have the right to be heard by the Executive Committee before a final decision is made.

6. Honorary Officers

At the Annual General Meeting of the Charity the Members shall elect from amongst themselves two Co-Chairpersons (one a minister and one a lay person), a deputy Chairperson, a Treasurer and a Secretary. The Co-Chairpersons shall be elected for a period of two years.

7. Executive Committee

1. The Executive Committee shall consist of not less than 6 members nor more than 16 members being;:

the honorary officers specified in the preceding clause and

b) not less than one and not more than 11 members elected at the Annual General Meeting who shall hold office from the conclusion of that meeting.

2. The Executive Committee may in addition appoint co-opted members but so that no-one may be appointed as a co-opted member if, as a result more than one quarter of the Executive Committee would be co-opted members. Each appointment of a co-opted member shall be made at a meeting of the Executive Committee and shall take effect from the end of that meeting unless the appointment is to fill a place which has not been vacated in which case the appointment shall run from the date when the post becomes vacant.

3. All members of the Executive Committee other than the Co-Chairperson with one year still to serve shall retire from office together at the end of the annual general meeting next after the date on which they came into office but may be re-elected or reappointed.

4. The proceedings of the Executive Committee 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 Executive Committee who is under 18 years of age or is disqualified under the provisions of the following clause.

6. No person shall be entitled to act as a member of the Executive Committee whether on a first or on any subsequent entry into office until after signing in the minute book of the Executive Committee a declaration of acceptance and of willingness to act in the trusts of the Charity.

8. Determination of Membership of Executive Committee

A member of the Executive Committee shall cease to hold office if he or she :

1. is disqualified from acting as a member of the Executive Committee 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. if absent without permission of the Executive Committee from all their meetings held within a period of six months and the Executive Committee resolve that his or her office be vacated; or

4. notifies the Executive Committee a wish to resign (but only if at least three members of the Executive Committee will remain in office when the notice of resignation is to take effect).

9. Executive Committee Members not to be personally interested

1. No members of the Executive Committee shall acquire any interest or property belonging to the Charity (otherwise than as a trustee of the Charity) or receive remuneration or be interested (otherwise than as a member of the Executive Committee) in any contract entered into by the Executive Committee.

10. Meetings and Proceedings of the Executive Committee

1. The Executive Committee shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the Chairpersons or by any two members of the Executive Committee upon at least 4 days notice being given to the other members of the Executive Committee of the matters to be discussed.

2. One of the Co-Chairpersons shall act as chairperson at the meetings of the Executive Committee. If they are both absent from any meeting the members of the Executive Committee present shall choose one of the members to be chairperson of the meeting before any other business is transacted.

3. There shall be a quorum when at least one third of the members of the Executive Committee for the time being or three members of the Executive Committee, whichever is the greater, are present at the meeting. This quorum must represent three different denominations.

4. Every matter shall be determined by a majority of votes of the members of the Executive Committee 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.

5. The Executive Committee shall keep minutes in books, kept for the purpose of the proceedings at meetings of the Executive Committee and any sub-committee.

6. The Executive Committee 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.

7. The Executive Committee may appoint one or more sub-committees consisting of three or more members of the Executive Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Executive Committee would be more conveniently undertaken or carried out by a subcommittee; provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Executive Committee. The Sub-Committee may co- opt members but so that no-one may be appointed as a co-optee member if as a result more than one quarter of the Sub-Committee would be co-opted members.

11. Receipts and Expenditure

1. The funds of the Charity including all donations, contributions and bequests, shall be paid into an account operated by the Executive Committee in the name of the Charity at such bank as the Executive Committee shall from time to time decide. All cheques drawn on the account must be signed by at least two members of the Executive Committee.

12. Property

1. Subject to the provisions of sub-clause (2) of this clause, the Executive Committee 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 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 Executive Committee at their pleasure and shall act in accordance with the lawful directions of the Executive Committee, 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 Executive Committee 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 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.

13. Accounts

The Executive Committee shall comply with it's obligations under the Charities Act 1993 (or any statutory re-enactment or modification of that Act) with regard to :

i) the keeping of accounting records for the Charity

ii) the preparation of accounting records for the Charity

iii) the auditing or independent examination of the statements of account of the Charity and

iv) the transmission of statements of account of the Charity to the Commissioners.

14. Annual Report

The Executive Committee shall comply with it's 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 Commissioners.

15. Annual Return

16. Annual General Meeting

I. 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.

2. Every annual general meeting shall be called by the Executive Committee. The secretary shall give at least 21 days notice of the annual general meeting to all members of the Charity. All members of the Charity shall be entitled to attend and vote at the meeting.

3. The Executive Committee shall present for consideration and approval to each annual general meeting the annual report and audited or independently examined accounts of the Charity for the preceding year.

4. If nominations for election to the Executive Committee exceed vacancies election shall be by ballot.

17. Special General Meetings

The Executive Committee may call a special general meeting of the Charity at any time. If at least 51 % members request 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.

18. Procedures at General Meetings

1. The secretary or other person specially appointed by the Executive Committee shall keep a record of proceedings at every general meeting of the Charity.

2. There shall be a quorum when at least two thirds of the number of members the Charity for the time being are present at all general meetings.

19. 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 Executive Committee 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 UK and any letter so sent shall deemed to have been received within 10 days of posting.

20. Alterations to the Constitution

1. 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.

2. No amendment may be made to clause 1 (the name of the Charity clause), clause 3 (the object clause), clause 9 (Executive Committee members not to be personally interested clause), clause 21 (the dissolution clause) or this clause without the prior consent in writing of the 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 Executive Committee should promptly send to the Commissioners a copy of any amendment made under this clause.

21. Dissolution

If the Executive Committee 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 majority of two thirds of those present and voting the Executive Committee shall have the 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 object similar to the object 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 Commissioners.

22. Arrangements Until First General Meeting

Until the first annual general meeting takes place this constitution shall take effect as if reference in it to the Executive Committee were references to the persons whose signatures appear at the bottom of this document.

This constitution was adopted on the 16th day of June 1999 by the persons whose signatures appear below.

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CiTD constitution

churches together

in Droitwich