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Constitution of
Grace International Foundation Liverpool

​(‘Foundation’ model constitution: Charitable Incorporated Organisation)

Date of constitution (last amended): ............1st April 2022...............................................

1. Name 

The name of the Charitable Incorporated Organization (“The CIO”) is ….......Grace International Foundation.............

The working Name of the Organization: ………..Grace International Church…………….

(Hereafter referred to as “the CHURCH” or “The CIO”)

2. National location of principal office

The principal office of the CIO is All Nations Hub, 4 Tunnel Road, Liverpool L7 6QD

3. Objective[s] 

The objective[s] of the CIO [is][are] .

To advance the Christian faith, for the benefit of the public, in accordance with the statements of belief appearing in the schedule.

 

Nothing in this constitution shall authorize any use of the property of the CIO for the purposes which are not charitable in accordance with [section 7 of the Charities and Trustee Investment (Scotland) Act 2005] and [section 2 of the Charities Act (Northern Ireland) 2008]

 

4. Mission Statement. 

The purposes for which this fellowship was formed and is continuing are as follows: 

  1. To maintain a centre of Christian life and influence in the community and to support the fellowship of the Churches of Jesus Christ throughout the world. 

  2. To develop a depth of spiritual knowledge and commitment within the fellowship and proclaim clearly to those outside of the fellowship the love of God offered towards them and in particular the need, truth and assurance of salvation. 

  3. To do such things and to have and exercise such rights, privileges and powers conferred by law upon a religious corporation or church as may from time to time seem good to the CIO trustees and the Church Meeting under the guidance of the Holy Spirit. 

  4. While recognising the expediency and privilege of seeking the advice of other Christian Churches and associating with them for mutual advantage and service to others, to remain a free and autonomous body in matters of church governance and not to accept any form of ecclesiastical constitution or authority other than that formed and accepted by the Church Meeting under the guidance of the Holy Spirit. 

  5. Christian Church COVENANT 
    "We, this Church of Christ, having given ourselves to the Lord and to one another, according to the will of God, do promise, covenant, and dedicate ourselves in the presence of God, to walk together in love and in all the laws and ordinances of Christ, according to the commands of His blessed Gospel, through the same Jesus Christ so strengthening us. Amen". 

5. Powers 

Obeying the Biblical principle, the CIO has power to do anything under which is calculated to further its objective[s] or is conducive or incidental to doing so. In particular, the “the CHURCH” has power to: 

  1. apply for loans and to charge the whole or any part of its property as security for the repayment of the loans. The CIO must comply in accordance with sections 124 and 125 of the Charities Act 2011, if it wishes to mortgage land; 


  2. buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use; 


  3. sell, lease or otherwise dispose of, all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011; 


  4. employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO 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 that clause; 


  5. deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO 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. 

6. Application of income and property 

  1. The income and property of the CIO must be applied solely towards the promotion of the whole mission of Christian church and its outreach to the community (clause 3) or any other means approved by the Church Session and trustees. 
    (a)  A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO. 

    (b)  A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011. 


  2. None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO. 


  3. Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorized by Clause 7. 


 

7. Benefits and payments to charity trustees and connected persons 


  1. General provisions
 
    No charity trustee or connected person may: 
    (a)  buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public; 

    (b)  sell goods, services, or any interest in land to the CIO; 

    (c)  be employed by, or receive any remuneration from, the CIO; 

    (d)  receive any other financial benefit from the CIO; 

    unless the payment or benefit is permitted by sub-clause (2) of this clause, or authorized by the court, or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, directly or indirectly, which is either money or has a monetary value. 

  2. Scope and powers permitting trustees’ or connected persons’ benefits 
    (a) A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way. 
    (b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011. 
    (c) Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the CIOwith goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person. 
    (d) A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must not be more than the Bank of England bank rate (also known as the base rate). 
    (e) 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. 
    (f) A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public. 

    Payment for supply of goods only – controls 

  3. The CIO and its charity trustees may only rely upon the authority provided by sub-clause (2) (c) of this clause if each of the following conditions is satisfied: 
    (a)  The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”). 

    (b)  The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question. 

    (c) The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so. 
    (d)  The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO. 

    (e)  The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting. 

    (f)  The reason for their decision is recorded by the charity trustees in the minute book. 

    (g)  A majority of the charity trustees then in office are not in receipt of remuneration or payments authorized by clause 7. 


  4. In sub-clauses (2) and (3) of this clause: 
    (a)  “the CIO” includes any company in which the CIO: 
    (i)  holds more than 50% of the shares or 

    (ii)  controls more than 50% of the voting rights attached to the shares or 

    (iii)  has the right to appoint one or more directors to the board of the company; 

    (b)  “connected person” includes any person within the definition set out in clause [30] (Interpretation); 


8. Conflicts of interest and conflicts of loyalty 

A charity trustee must: 

  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 CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and 


  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 CIO 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. 

Liability of members, if the CIO is wound up.  If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities. (2)  In sub-clause (1) of this clause “member” includes any person who was a member of the CIO trustees within 12 months before the commencement of the winding up. 


9. Charity trustees 

 1. Functions and duties of charity trustees

Due to the nature of the Christian church, the trustees of the CIO delegates the lead pastor or the pastoral team with full spiritual authority of the Church and the trustees will form membership of the Church Session (The Church Leadership) to manage the church day-to-day business by the guidance of the Holy Spirit. (Clause 4) 

 

The charity trustee: 

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


(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:

(c) attending trustees meeting at least once a year to oversea the church general development, and approve its legal and financial reports, 

(i) any special knowledge or experience that he or she has or holds himself or herself out as having; and, 

(ii) if he or she acts as a charity trustee of the CIO 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. 

 2. Eligibility for trusteeship 

(a)  Every charity trustee must be a natural person. 


(b)  No individual may be appointed as a charity trustee of the CIO: 

if he or she holds any belief or conduct that is contradictory to the church mission statement (clause 4)

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


if he or she would automatically cease to hold office under the provisions of clause [13(1) (e)]. 


(c)  No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee. 


[(d) At least one of the trustees of the CIO must be 18 years of age or over. If there is no trustee aged at least 18 years, the remaining trustees may only act to call a meeting of the charity trustees, or appoint a new charity trustee.] 

 

 3. Number of charity trustees 

(a)  There should be: 
Not less than three nor more than twelve appointed trustees;

(b)  There must be at least [three] charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee. 


(c)  The maximum number of charity trustees that can be appointed is as provided in sub-clause (a) of this clause. No trustee appointment may be made in excess of these provisions. 


(d) The chair person of the CIO SESSION (TRUSTEES) can nominate individual ministry leaders to be co-opted as non-voting members of the CIO SESSION.

 4. First charity trustees


The first charity trustees are as follows, and are appointed for the following terms:

Yongwang Deng: chairman

Myra Daly

Rensheng Chen: treasurer

Feng Li: Secretary

Mike Lynch   

The first trustee are appointed for the term of 3 (three) years 

 

10. Appointment of charity trustees 

  1. Every trustee must first be nominated by the pastoral team or the lead pastor if there is less than two in the pastoral team. The Nominees are to be presented to the Church Session meeting to be approved by the church Leadership Team.

  2. The candidates should be appointed [for a term of [three] years] by a resolution passed at a properly convened meeting of the charity trustees. 

  3. In selecting individuals for appointment as charity trustees, the charity trustees must have regard to the Christian faith and spirituality as well as skills, knowledge and experience needed for the effective administration of the CIO. 


 

[(2)  Ex officio Trustee[s] 

(a)  The lead pastor (“the office holder”) shall automatically (“ex-officio”) be a charity trustee, for as long as he or she holds that office. 


(b)  If unwilling to act as a charity trustee, the office holder may: 

(i)  before accepting appointment as a charity trustee, give notice in writing to the trustees of his or her unwillingness to act in that capacity; or 


(ii)  after accepting appointment as a charity trustee, resign under the provisions contained in clause [13] (Retirement and removal of charity trustees). 


The office of ex officio charity trustee will then remain vacant until the office holder ceases to hold office.] 


[(3)  Nominated Trustee[s] 

         (a)  Grace International Liverpool (“the appointing body”) 
may appoint up to 12 charity trustees. 


         (b)  Any appointment must be made at a meeting held according to the ordinary practice of the appointing body. 


         (c)  Each appointment must be for a term of [three] years. 


         (d)  The appointment will be effective from the later of: 

(i)  the date of the vacancy; and 


(ii)  the date on which the charity trustees or their secretary or clerk are informed of the appointment. 


(e)  The person appointed need not be a member of the appointing body. 


(f)  A trustee appointed by the appointing body has the same duty under clause 10(1) as the other charity trustees to act in the way he or she decides in good faith would be most likely to further the purposes of the CIO] 


 

11. Information for new charity trustees 

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

(a) a copy of the current version of this constitution; and 

(b) a copy of the CIO’s latest Trustees’ Annual Report and statement of accounts. 

 

12. Retirement and removal of charity trustees 

  1. A charity trustee ceases to hold office if he or she: 
    (a)  retires by notifying the CIO 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); 

    (b)  is absent without the permission of the charity trustees from all their meetings held within a period of one year and the trustees resolve that his or her office be vacated; 

    (c)  dies; 

    (d)  in the written opinion, given to the church, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months; 

    (e)  is disqualified from acting as a charity trustee by spiritual or legal matter by virtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision). 
 
    (f)  Termination or resignation of a trustee: A trustee who, during the term of office, becomes unavailable to fulfil the office due to any personal, legal, moral or spiritual reasons, shall be requested by the lead pastor to stand down from office.

  2. A charity trustee who has served for three consecutive terms may not be reappointed for a fourth consecutive term but may be reappointed after an interval of at least one year.

 

13. Taking of decisions by charity trustees 

Any decision may be taken either: 

  • at a meeting of the charity trustees; or 

  • by resolution in writing [or electronic form] agreed by a majority of all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the charity trustees have signified their agreement. Such a resolution shall be effective provided that 

a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees; and 


The majority of all of the charity trustees has signified agreement to the resolution in a document or documents which has or have been authenticated by their signature, by
a statement of their identity accompanying the document or documents, or in such other manner as the charity trustees have previously resolved, and delivered to the CIO at its principal office or such other place as the trustees may resolve [within 28 days of the circulation date]. 


14. Delegation by charity trustees 

  1. The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, 
 they shall 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. 


  2. This power is in addition to the power of delegation in
the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements: 
    (a)  a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee; 

    (b)  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 

    (c)  the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers. 


  3. Due to the nature of the Christian Church, The Trustees hereby delegate the power of spiritual leadership to the Church Ministers or pastoral team, who has full authority to seek the guidance of the Holy Spirit and the Bible and to lead the church in giving spiritual direction and manage other matters related to Christian Service and mission. 

  4. Due to the nature of the Christian Church, the Trustees will form The Church Session, which has authority to manage the day to day running of the church under the guidance of the church Minister or pastoral team.

 

15. Meetings of charity trustees 

 1. Calling meetings 

(a) The chair person may call a meeting of the charity trustees.  

(b) If any other members wish to hold a meeting of the trustees, they need a minimum of three members and they need to notify the chair person and secretary seven days in advance stating the reason/s for the meeting.

 

 2. Chairing of meetings 


The lead pastor will normally chair the meetings. However, he or she can appoint one other member to chair the meeting. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting. 

 

 3. Procedure at meetings 

(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is two charity trustees, or the number nearest
to one third of the total number of charity trustees, whichever is greater, or a larger number as the charity trustees may decide from time to time. 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. 

(b) Questions arising at a meeting shall be decided by a majority of those eligible to vote. 

[(c) In the case of an equal number of votes, the person who chairs the meeting shall have a second or casting vote.] 

 

 4. Participation in meetings by electronic means 

(a)  A meeting may be held by suitable electronic means agreed by the charity trustees at which each participant may communicate with all the other participants. 


(b)  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. 


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


 

16. CIO Membership

  1. The members of the CIO shall be its charity trustees for the time being. The only persons eligible to be members of the CIO are its charity trustees. Membership of the CIO cannot be transferred to anyone else. 


  2. Any member and charity trustee who ceases to be a charity trustee automatically ceases to be a member of the CIO. 


17. Church Membership (Non-voting members in CIO)

17.1 The church members

  1. The Church membership forms the CIO associate or other classes
of non-voting membership, and may determine the rights and obligations of any such members. 


  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.] 

  3. New Church members: Acceptance into membership shall be following a recommendation to the Church Session by Deacons and Minister. Members shall be accepted into Church Membership during worship at the first available communion service after approval at a Church Meeting. 

  4. Removal from Church Membership: The Roll of Members will be updated annually by the church Session, and record will be maintained by the church secretary. Any recommendations for amendment will be submitted to the Church Meeting for approval. 

17.2 Role and Responsibility of The church members. 

Members shall: 

  1. Set aside time for prayers and private devotions, seeking to grow in Christian stature and faith. 

  2. Gather together for worship and partaking of the Lord's Supper regularly 

  3. Support the ministry of the Church prayerfully and practically in every way possible. 

  4. Work under the leadership of the Spirit through the church body and structure, attempting to strengthen and increase the Kingdom of God on earth. 

  5. Attend Church Meetings regularly. 

  6. Contribute financially towards the running of the church and the mission. Members are to be taught and encouraged to tithe toward the local church.

18. Church Leadership

 

18.1 The Lead pastor or the pastoral team. 

The Lead pastor shall have overall responsibility for the spiritual welfare and growth of the Congregation. The lead pastor is the overall spiritual leader of the church. Ministers should have a clear calling from God and be committed to serve. (Clause 14.3)

The appointment of a minister, other than the founder minister, shall be nominated by the current pastoral team or the lead pastor if there is less than two in the pastoral team, approved by The Church Session (the church leadership team). 

 

The termination or resignation of a minister: While the term of the minister may be indefinite, the Church may, at any time, proposed by the lead pastor, approved by the Church Session, request his/her resignation with the understanding that it will be presented within a mutually agreed time. The resignation of a minister shall be first submitted to the Trustees, and approved by the Church Session. 

 

The termination of the lead pastor shall be proposed by at least 51% of the Church Session, a 75% majority vote of CIO Trustees at a Meeting called specially for that purpose, a quorum for such a special Meeting shall be at least 51% of the CIO Membership. In the event of the above meetings, all members shall be informed at least three weeks in advance. 

 

18.2 The Church Session (Church Leadership Team). 

The Church Session is the church leadership team who has full delegated authority to manage the day to day running of the church under the guidance of the church lead pastor or pastoral team.

The Church Session shall be nominated by the lead pastor or the pastoral team, appointed by the Church Meeting and shall be responsible for the general day to day organising and running of the Church and are empowered to act on the Church Meeting's behalf. The Secretary, the Treasurer and all other Deacons shall, when able, assist the Minister in worship and all pastoral duties and bring to the attention of the Minister any matters with which they feel he/she should be acquainted. 

 

  1. The Church Session meeting shall normally be chaired by the Minister (lead pastor) or a nominated Session member. 

  2. The Church Session shall comprise the Minister/s, the Church Secretary, the Church Treasurer, and a maximum of nine other elected Deacons, ministry leaders and trustees, who are appointed by the minister/s. This number shall be reviewed annually. The Church Session shall be nominated by the pastoral team or the lead pastor if there is less than two in the pastoral team, approved by the church meeting and elected members of The Church Session must have been members of the Church for not less than one year prior to their appointment or election. 

  3. The Church Secretary shall be shall be nominated by the pastoral team or the lead pastor if there is less than two in the pastoral team, appointed at the Annual General Church Meeting. 

  4. The Church Treasurer shall be nominated by the lead pastor or pastoral team, appointed at the Annual General Church Meeting. 

  5. All other Deacons be shall be nominated by the pastoral team or the lead pastor if there is less than two in the pastoral team, proved by elected members annually at the Annual General Church Meeting for a term of office of three years. These Deacons may serve for TWO consecutive terms (SIX YEARS) of office and are to stand down for at least one year before being eligible for reappointment or re-election. 

  6. Termination or resignation of a deacon: A deacon who, during the term of office, becomes unavailable to fulfil the office due to relocation or any other legal, moral or spiritual reasons, shall be requested by the pastoral team to stand down from office. 

19. Decisions which must be made by the members of the CIO 

 1.  Any decision to: 

(a)  amend the constitution of the CIO; 


(b)  amalgamate the CIO with, or transfer its undertaking to, one or more other CIOs, in accordance with the Charities Act 2011; or 


(c) wind up or dissolve the CIO (including transferring its business to any other charity) 

    must be made by a resolution of the members of the CIO (rather than a resolution of the charity trustees). 

 

 2. Decisions of the members may be made either: 

 (a)  by resolution at a general meeting; or 


 (b)  by resolution in writing, in accordance with sub-clause (4) of this clause. 


 

 3. Any decision specified in sub-clause (1) of this clause must
be made in accordance with the provisions of clause [28] (amendment of constitution), clause [29] (Voluntary winding up or dissolution), or the provisions of the Charities Act 2011, the General Regulations or the Dissolution Regulations as applicable. Those provisions require the resolution to be agreed by a 75% majority of those members voting at a general meeting, or agreed by all members in writing. 


 

 4. Except where a resolution in writing must be agreed by all
the members, such a resolution may be agreed by a simple majority of all the members who are entitled to vote on it. Such a resolution shall be effective provided that: 

(a)  a copy of the proposed resolution has been sent to all the members eligible to vote; and 


(b)  the required majority of members have signified their agreement to the resolution in a document or documents which are received at the principal office within a period of 28 days, beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature, by a statement of their identity accompanying the document, or in such other manner as the CIO has specified. 


The resolution in writing may comprise several copies to which one or more members have signified their agreement. Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated.

 

20. General meetings of members


  1. Meeting of the CIO trustees (refer to clause 15)

  2. Calling of general meetings of members (i.e. CIO voting member and church members)
    The charity trustees may designate any of their meetings as a general meeting of the members of the CIO. The purpose of such a meeting is to discharge any business which must by law be discharged by a resolution of the members of the CIO as specified in clause [18] (Decisions which must be made by the members of the CIO). 

  3. Notice of general meetings of members 
    (a)  The minimum period of notice required to hold a general 
meeting of the members of the CIO is [14] days. 

    (b)  Except 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, a general meeting may be called at shorter notice if it is so agreed by a majority of the members of the CIO.
    (c)  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. 


  4. Procedure at general meetings of members 

    The provisions in clause 17 (2)-(4) governing the chairing of meetings, procedure at meetings and participation in meetings by electronic means apply to any general meeting of the members, with all references to trustees to be taken as references to members. 

  5. CHURCH MEETINGS. 
    (5.1) Attendance at Church Meetings shall be limited to church members only, except by the specific invitation of the Church Session. Only trustees are permitted to vote for church matters. 
    (5.2) The Chair at Church Meetings shall normally be taken by the lead pastor but, if the Meeting agrees, any other trustee may Chair the meeting. 
    (5.3) The Annual General Church Meeting shall normally be held in the first week of September, each year. 
    (5.4) Special Meetings may be called as required, and in accordance with the Trust Deed. 
    (5.5) Minutes shall be taken at all meetings. Agendas and copies of the previous minutes shall normally be available to all members ten days before each Meeting. 
    (5.6) A quorum shall comprise at least 25% of the Membership Roll being present at the Church Meeting. 
    (5.7) At the Annual General Church Meeting, all appointments and/or elections to the Church offices Session (Church Leadership Team) shall take place and office holders and representatives shall be appointed.. 
    (5.8) At the Annual General Church Meeting, the financial statement (for year ending 31st August) shall be presented. 
    (5.9) At the Annual General Church Meeting, the annual Church tithe shall be decided.
    (5.10) Any Church Member wishing to raise any matter at the Church Meeting, should make every effort to notify the Church Secretary at least TWO weeks in advance, in order for the agenda to reflect this. The inclusion of matters under ‘any other business’ (AOB) should be decided as the last item on the agenda, and at the discretion of the Chair. 

21. Saving provisions 

  1. Subject to sub-clause (2) of this clause, 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: 
    who was disqualified from holding office; 

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


  2. Sub-clause (1) of this clause 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 sub-clause (1), the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest). 

 

22. Execution of documents 

  1. The CIO shall execute documents either by signature or by affixing its seal (if it has one) 


  2. A document is validly executed by signature if it is signed by at least two of the charity trustees. 


  3. If the CIO has a seal: 
    (a)  it must comply with the provisions of the General Regulations; and 

    (b)  the seal must only be used by the authority of the
charity trustees or of a committee of charity trustees duly authorized by the charity trustees. The charity trustees may determine who shall sign any document to which the seal is affixed and unless otherwise so determined it shall be signed by two charity trustees. 


23. Use of electronic communications [(1) General] 

The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular: 

(a)  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; 


(b)  any requirements to provide information to the Commission in a particular form or manner. 


 

24. Keeping of Registers 

The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, a (combined) register of its members and charity trustees. 

 

25. Minutes 

The charity trustees must keep minutes of all: 

  1. appointments of officers made by the charity trustees; 


  2. proceedings at general meetings of the CIO; 


  3. meetings of the charity trustees and committees of charity trustees including: 
        the names of the trustees present at the meeting; 

        the decisions made at the meetings; and 

        where appropriate the reasons for the decisions; 


  4. decisions made by the charity trustees otherwise than in meetings. 

26. Accounting records, accounts, annual reports and returns, register maintenance 

  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 account, and to the preparation of annual reports and returns. The statements of account, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the end of the financial year. 


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


27. Rules 

The charity trustees may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request. 

 

28. Disputes 

If a dispute arises between members of the CIO 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 seek God’s guidance and try in good faith to settle the dispute by mediation before resorting to litigation. 

 

29. Amendment of constitution 

As provided by sections 224-227 of the Charities Act 2011: 

  1. This constitution can only be amended: 
    (a) by resolution agreed in writing by all trustees of the CIO; or 
    (b) by a resolution passed by a 75% majority of trustees voting at a general meeting of the
CIO called in accordance with clause 19 (General meetings of members). 

  2. Any alteration of clause 3 (Objects), clause [30] (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorization for any benefit to be obtained by charity trustees of the CIO or persons connected with them, requires the prior written consent of the Charity Commission. 

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


  4. A copy of every resolution amending the constitution, together with a copy of the CIO’s constitution as amended must be
sent to the Commission by the end of the period of 15 days beginning with the date of passing of the resolution, and the amendment does not take effect until it has been recorded in the Register of Charities. 


30. Voluntary winding up or dissolution

  1. As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its trustees. Any decision by the trustees to wind up or dissolve the CIO can only be made: 
    (a)  at a general meeting of the trustees of the CIO called in accordance with clause 20 (General meetings of members), of which not less than 14 days’ notice has been given to those eligible to attend and vote: 
            (i)  by a resolution passed by a 75% majority of those voting, or 

            (ii)  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; or 

    (b)  by a resolution agreed in writing by all members of the CIO. 


  2. Subject to the payment of all the CIO’s debts: 
    (a)  Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied. 

    (b)  If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied. 

    (c)  In either case the remaining assets must be applied
for charitable purposes the same as or similar to those of the CIO. 


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

    (a) the charity trustees must send with their application to the Commission: 
    (i) a copy of the resolution passed by the members of the CIO; 
    (ii)  a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and 

    (iii)  a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution; 

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

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

 

31. Interpretation 

In this constitution: “connected person” means: 

(a)  a child, parent, grandchild, grandparent, brother or sister of the charity trustee; 


(b)  the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above; 


(c)  a person carrying on business in partnership with the charity trustee or with any person falling within sub- clause (a) or    (b) above; 


(d)  an institution which is controlled – 

(i)  by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or 


(ii)  by two or more persons falling within sub-clause (d)(i), when taken together 


(e)  a body corporate in which – 

(i)  the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or 


(ii)  two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest. 


 

Section 118 of the Charities Act 2011 applies for the purposes of interpreting the terms used in this constitution. 

 

“General Regulations” means the Charitable Incorporated Organizations (General) Regulations 2012. 

 

“Dissolution Regulations” means the Charitable Incorporated Organizations (Insolvency and Dissolution) Regulations 2012. 

 

The “Communications Provisions” means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations. 

 

“charity trustee” means a charity trustee of the CIO. 

 

A “poll” means a counted vote or ballot, usually (but not necessarily) in writing. 

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