CONSTITUTION OF A CHARITABLE INCORPORATED
ORGANISATION (CIO) WHOSE ONLY VOTING MEMBERS
ARE ITS CHARITY TRUSTEES.
2
Page of Contents
Name 2
National location of principle office 2
Objects 2
Powers 2-3
Application of income and property 3-4
Benefits and payments to charity trustees and connected persons 4-7
Conflicts of interest and conflict of loyalty 7
Liability of members to contribute to the assets of the CIO….. 7-9
Charity Trustees 9-10
Appointment of charity Trustees 9-10
Information for new charity Trustees 10-11
Retirement and removals of charity trustees 11
Delegation of charity Trustees 12
Meetings of charity Trustee 13
Membership of the CIO 14
Informal or associate (Non-voting) membership 4
Decisions which must be made by the members of the CIO 14-15
General meetings of members 15-16
Saving provisions 16-17
Executive of documents 17
Use of electronic communications 17-18
Keeping of registers 18
Minutes 18
Accounting records, accounts, annual report & returns 18-19
Rules 19
Disputes 19
Amendment of constitution 19-20
Voluntary winding up or dissolution 20-22
Interpretation 22
Appendix 23-28
3
Constitution of a Charitable Incorporated Organisation whose only
voting members are its charity trustees.
Date of constitution: 14th July 2014
1) Name
The name of the Charitable Incorporated Organisation (“the CIO”) is
CELESTIAL CHURCH OF CHRIST BEULAH WONDERFUL PARISH 2
2) National location of principal office
The CIO must have a principal office in England or Wales. The principal office of the CIO is in
England.
3) Object [s]
The object of the CIO is for the benefit of the public:
To advance the Christian Faith in accordance with the Statement of Beliefs in
such ways and in such parts of the United Kingdom as the trustees from time to
time may think fit
Nothing in this constitution shall authorize an application 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) Powers
The CIO has power to do anything which is calculated to further its object[s] or is conducive or
incidental to doing so. In particular, the CIO has power to:
4
i.
Borrow money and to charge the whole or any part of its property as security for the
repayment of the money borrowed. The CIO must comply as appropriate with sections 124
and 125 of the charities Act 2011, if it wishes to mortgage land;
ii.
Buy, take or lease or in exchange, hire or otherwise acquire any property and to maintain
and equip it for use;
iii.
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 section 117 and 119-123 of
the charities Act 2011;
iv.
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;
v.
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.
5) Application of income and property
(1)
The income and property of the CIO must be applied solely towards the promotion of the
objects.
(a) A charity trustee is entitled to be reimbursed from the property of the CIO or may pay
out of such property reasonable expense 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 expenses in accordance with, and subject to the conditions in, section 189
of the charities Act 2011.
5
(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 6.
6) Benefits and payments to charity trustees and connected persons.
(1)
General provisions
No charity trustee or connected 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 interests 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 charity commission (“the commission”). In this clause, a “financial benefit” means a
benefit, direct or indirect, 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,
6
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 CIO with goods that are 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 ay the reasonable and proper rate which must be not 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 part in the normal trading and
fundraising activities of the CIO on the same terms as members of the public.
(3)
Payment for supply of goods only - controls
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 circumstance for the
supply of the goods in question.
7
(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 disadvantage 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 6.
(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
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
7) 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 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 absenting himself to herself from any discussion in
accordance with tis clause must vote or be counted as part of the quorum in any
decisions 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.
8) Liability of members to contribute to the assets of the CIO
if it 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 setting its
debts and liabilities.
9) Charity trustees
(1)
Functions and duties of charity trustees
The charity trustees shall manage the affairs of the CIO and may for that purpose
exercise all the powers of the CIO. It is the duty of each charity trustees:
(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 most likely further the purposes of the CIO; 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:
9
(1) 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 a 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:
(i) if
he or she is under the age of 16 years; or
(ii) if
he or she would automatically cease to hold
office under the provisions of clause 12(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 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.
(b) There is no maximum number of charity trustees that may be appointed to
the CIO.
10
(4)
First charity trustees.
The first charity trustee are as follows [ and are appointed for the following
terms] -
Mr Olukayode Aderinto [for (5) years]
Ms. Adesola Bodumde [for (3) years]
Mr Joseph Adegbenro Ayeyemi [for (3) years]
10) Appointment of charity trustees
(a) Apart from the first charity trustees, every trustee must be appointed
for
the term of (three) years by a resolution passed at a properly convened
meeting of the charity trustees.
(b) In selecting individuals for appointment as a charity trustees, the
charity trustees must have regards to the skills, knowledge and
experience needed for the effective administration of the CIO.
(2)
Ex officio Trustee [s]
(a) The [Pastor] for the time being (“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
11
the provisions contained in the clause [12] (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.
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 of meetings)
(b) is absent without the permission of the charity trustees from all their
meetings held within a period of six months and the trustees resolve
that his or her office be vacated;
(c) dies;
(d) in the written opinion, given to the company, of a registered medical
practitioner treating that person, has become physical or mentally
incapable of acting as a director and may remain so for more than
three months;
(e) is disqualified from acting as a charity trustee by virtue of sections 178-
180 of the charities Act 2011 (or any statutory re-enactment or
12
modification of that provision).
(2) Any person retiring as a charity trustee is eligible for reappointment.
(3) 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:
i) at a meeting of the charity trustees; or
ii) by resolution in writing or electronic form agreed by 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 each of
which one or more charity trustees has signified their agreement.
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
13
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.
15) Meetings of charity trustees.
(1)
Calling meetings
(a) Any charity trustee may call a meeting of the charity trustees.
(b) Subject to that, the charity trustees shall decide how their meetings
are to be called, and what notice is required.
(2)
Chairing of meetings
The charity trustees may appoint one of their number to chair their
meetings and may at any time revoke such appointment. If no-one has
been so appointed, or if the person appointed is unwilling to preside or is
not present within 10minutes 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 take. The quorum is
two charity trustees, or the number nearest to one third of the
total number of charity trustees, whichever is greater, or such
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.
14
(b) Questions arising at a meeting shall be decided by a majority of
those eligible to vote.
(c) In the case of an equality of votes, the person who chairs the
meeting shall have a second or casting vote.
16) Membership of the CIO
(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 tendered to
anyone else.
(2) Any member and charity trustee who ceases to be charity trustee
automatically ceases to be a member of the CIO.
17) Informal or associate (non-voting) membership.
(1) The charity trustees may create associate or other classes of non-
voting membership and may determine the rights and obligations of
any such members (including payment of membership fees), and the
conditions for admission to, and termination of membership of any
such class of 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.]
18) Decisions which must be made by the members of the CIO
(1) Any decision to:
(a) amend the constitution of the CIO
15
(b) amalgamate the CIO with, or transfer its understanding 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 entitled to vote on it. Such a resolution shall be
effective provided that:
(a) A copy of the resolution has been sent to all the members eligible to
vote : and
(b) The required majority of members has signified its agreement to the
resolution in a document or documents which are received at the
principal office within the 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
16
the CIO has specified.
The resolution in writing may comprise several copies to which one
or more members has 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.
19) General meetings of members
(1) Calling of general meetings of 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).
(2) 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 by
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 48hours after it was posted or sent.
17
(3) Procedure at general meetings of members.
The provisions in clause 15 (2) – (3) governing the chairing of meetings,
procedures 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.
20) 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:
(i) who was disqualified from holding office;
(ii) who had previously retired or who has been obliged by the
constitution to vacate office;
(iii) 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).
21) Execution of documents.
(1) The CIO shall execute documents either by signature or by affixing its
seal (if it has one)
18
(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 provision 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.
22) 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 nay document or information sent to the
member otherwise than in hard copy from
(b) any requirements provide information to the commission in a
particular form or manner.
23) Keeping of Registers
The CIO must comply with its obligation under the General Regulations in
relation to the keeping of, and provision of access to, a (combined) register
of its members and charity trustees.
19
24) 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:
(i) the names of the trustees present at the meeting;
(ii) the decisions made at the meetings, and
(iii) where appropriate the reasons for the decisions;
(4) decisions made by the charity trustees otherwise than in meetings.
25) Accounting records, accounts, annual reports and returns,
register maintenance.
(1)
The charity trustees 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,
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 financial year end.
(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.
20
26) Rules
The charity trustees may from time to time make such a 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.
27) 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 try in good faith to settle the dispute by mediation before resorting to
litigation.
28) 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 members of the CIO; or
(b) by a resolution passed by a 75% majority of those voting at
a general meeting of the members of the CIO called in
accordance with clause 19 (General meetings of members).
(2) Any alteration of clause 3 (objects), clause [29] (Voluntary winding up or
dissolution), this clause, or of any provision where the alteration would
provide authorization of any benefit to be obtained by charity trustees or
members 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.
21
(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.
29) Voluntary winding up or dissolution
(1) As provided by the Dissolution Regulations, the CIO may be dissolved by
resolution of its members. Any decision by the members to wind up or
dissolve the CIO can only be made.
(a) at a general meeting of the members of the CIO called in
accordance with clause 19 (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 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.
22
(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
the 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.
30) Interpretation
In this constitution:
“connected person” means:
(a) a child parent, grandchild, grandparent, brother or sister of the
charity trustee;
23
(b) the spouse or civil partners of the charity trustees 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), (c) above; of
(ii) by two or more persons falling within sub-clause (d)(i), when
taken together.
(e) a body corporate in which -
(i) the charity trustees 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 apply 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
Provision in [Part 10, Chapter 4] of the General Regulations.
“Charity trustee” means a charity trustee of the CIO
24
A “poll” means a counted vote or ballot, usually (but not necessarily)
in writing.
Appendix
The following provisions do not form part of the “Foundation” model constitution but
are available as options under clauses 19 (General meetings of members) and 22
(Use of electronic communications). For CIO’s intending to include these powers in
their constitutions, we recommend that you use the following wording. Notes on
these clauses are included with the explanatory notes accompanying the clauses in
the model.
General meetings of members
(4)
Proxy voting
(a) Any member of the CIO may appoint another person as a proxy to
exercise all or any of that member’s rights to attend, speak and vote
at a general meeting of the CIO. Proxies must be appointed by notice
in writing (a “proxy notice”) which:
(i) States the name and address of the member appointing the proxy;
(ii) Identifies the person appointed to be that members’ proxy and the
general meeting in relation to which that person is appointed.
(iii) Is signed by or on behalf of the member appointing the proxy, or
is authenticated in such manner as the CIO may determine; and
(iv) Is delivered to the CIO in accordance with the constitution and
any instruction contained in the notice of the general meeting to
which they relate.
(b) The CIO may require proxy notices to be delivered in a particular
form, and may specify different forms for different purposes.
25
(c) Proxy notices may (but do not have to) specify how the proxy
appointed under them is to vote (or that the proxy is to abstain from
voting) on one or more resolutions.
(d) Unless a proxy notice indicates otherwise, it must be treated as:
(i) allowing the person appointed under it as a proxy discretion as to
how to vote on any ancillary or procedural resolutions put to the
meeting; and
(ii) appointing that person as a proxy in relation to any adjournment
of the general meeting to which it relates as well as the meeting
itself.
(e) A member who is entitled to attend speak or vote (either on a
show of hands or on a poll) at a general meeting remains so
entitled in respect of that meeting or any adjournment of it, even
though a valid proxy notice has been delivered to the CIO or on
behalf of that member.
(f) An appointment under a proxy notice may be revoked by delivering
to the CIO a notice in writing given by or on behalf of the member
by whom or on whose behalf the proxy notice was given.
(g) A notice revoking a proxy appointment only takes effect if it is
delivered before the start of the meeting or adjourned meeting to
which it relates.
(h) If a proxy notice is not signed or authenticated by the member
appointing the proxy, it must be accompanied by written evidence
that the person who signed or authenticated it on that member’s
behalf had authority to do so.
(5)
Postal Voting
(a) The CIO may, if the charity trustees so decide, allow the members
26
to vote by post or electronic mail (“email”) to elect charity trustees
or to make a decision on any matter that is being decided at a
general meeting of the members.
(b) The charity trustees must appoint at least two persons
independent of the CIO to serve as scrutineers to supervise the
conduct of the postal/email ballot and the counting of votes.
(c) If postal and/or email voting is to be allowed on a matter, the CIO
must send to members of the CIO not less than [21] days before
the deadline for receipt of votes cast in this way:
(i) a notice by email, if the member has agreed to receive
notices in this way under clause {21} (use of electronic
communication, including an explanation of the purpose of
the vote and the voting procedure to be followed by the
member, and voting form capable of being returned by email
or post to the CIO, containing details of the resolution being
put to a vote, or of the candidates for election, as applicable;
(ii) A notice by post to all other members, including a written
explanation of the purpose of the postal vote and the voting
procedure to be follow by the member; and a postal voting
form containing details of the resolution being put to a vote,
or of the candidates for election, as applicable.
(d) The voting procedure must require all forms returned by post to
be in an envelope with the member’s name and signature, and
nothing else, on the outside, inside another envelope addressed
to ‘The Scrutineers for [name of CIO]’, at the CIO’s principal office
or such other postal address as is specified in the voting
procedure.
(e) The voting procedure for votes cast by email require the member’s
name to be at the top of the email, and the email must be
authenticated in the many specified in the voting procedure.
27
(f) Email votes must be returned to an email address used only for
this purpose and must be accessed only by a scrutineers.
(g) The voting procedure must specify the closing date and time for
receipt of votes, and must state that any votes received after the
closing date or not complying with the voting procedure will be
invalid and not be counted.
(h) The scrutineers must make a list of names of members casting
valid votes, and a separate list of members’ casting votes which
are invalid. These lists must be provided to a charity trustee or
other person overseeing admission to, and voting at, the general
meeting. A member who cast a valid postal or email vote must
not vote at the meeting, and must not be counted in the quorum
for any part of the meeting on which he, she or it has already cast
a valid vote.
A member who has cast an invalid vote by post or
email is allowed to vote at the meeting and counts towards the
quorum.
(i) For postal votes, the scrutineers must retain the internal
envelopes (with the member’s name and signature). For email
votes, the scrutineers must cut off send retain any part
of the email that included the member’s name. In each case, the
scrutineers must record on this evidence of the member’s name
that the vote has been counted, or if the vote has been declared
invalid, the reason for declaration.
(j) Votes cast by post or email must be counted by all the scrutineers
before the meeting at which the vote is to be taken. The
scrutineers must provide to the person chairing the meeting written
confirmation of the number of valid votes received by post and
email and the number of votes received which were invalid.
28
(k) The scrutineers must not disclose the result of the postal/email
ballot until after votes taken by hand or poll at the meeting, or by
poll after the meeting, have been counted. Only at this point shall
the scrutineers declare the result of the valid votes received, and
these votes shall be included in the declaration of the result of the
vote.
(l) Following the final declaration of the result of the vote, the
scrutineers must provide to a charity trustee or other authorized
person bundles containing the evidence of members submitting
valid postal votes; evidence of members submitting valid email
votes; evidence of invalid votes; the valid votes; and the invalid
votes.
(m) Any dispute about the conduct of a postal or email ballot must be
referred initially to a panel set up by the charity trustees, to consist
of two trustees and two persons independent of the CIO. If the
dispute cannot be satisfactory resolved by the panel, it must be
referred to the Electronic Reform Society.
Use of electronic communications
(2)
To the CIO
Any member or charity trustee of the CIO may communicate electronically with the
CIO to an address specified by the CIO for the purpose, so long as the
communication is authenticated in a manner which is satisfactory to the CIO.
(3)
By the CIO
(a) Any member or charity trustee of the CIO, by providing the CIO
with his or her email address or similar, is taken to have agreed to
receive communications from the CIO in electronic form at that
address, unless the member has indicated to the CIO his or her
unwillingness to receive such communications in that form.
(b) The charity trustees may, subject to compliance with any legal
requirements, by means of publication on its website:
29
(i) Provide the members with the notice referred to in clause
19(2) (Notice of general meetings);
(ii) Give charity trustees notice of their meetings in
accordance with clause 15(1) (calling meetings); and
(iii) Submit any proposal to the members or charity trustees for
decision by written resolution or postal vote in accordance
with the CIO’s powers under clause 18 (Members’
decisions), 18(4) (Decisions taken by resolution in writing),
or [{the provisions for postal voting] (if you have included
this optional provision, please insert the correct clause
number here).
(c) The Charity trustees must -
(i) take reasonable steps to ensure that members and charity
trustees are promptly notified of the publication of any
notice or proposal I hard copy form to any member or
charity trustee who has not consented to receive
communications in electronic form.
Crown Copyright
Statement of Beliefs
1. We believe that the Bible is error free, unchangeable, active and alive Word of God. It consists
of 66 books which are the basis for life and ministry of the church.
2. We believe that there is but one only living and true God who is infinite in being and perfection.
In the unity of the God Head there be three persons of one substance, power, and eternity: God
the Father, God the Son and God the Holy Spirit: the Father is One ,neither begotten, nor
proceeding, the Son is eternally begotten of the Father; The Holy Ghost eternally proceeding from
the Father and the Son.
30
3. We believe that the Son Of God , the second person in the trinity being an eternal God , one
substance and equal to the father ,did, when the ful ness of time was come ,take up on him man’s
nature , with all the essential properties , and common infirmities thereof, yet without sin ;being
conceived by the power of the Holy Ghost, in the womb of the virgin Mary , of her substance. So
that two whole, perfect, and distinct natures, the Godhead and the manhood were inseparably
joined together in one person, without conversion, composition or confusion.
4. We believe that Man is Created after the image and likeness of God and fallen as a result of
disobeying God. We also believe that the only way for the restoration of man from the fall is by
accepting Jesus Christ as a personal savior.
5. We believe that salvation involves the redemption of the whole man, and is offered freely to all
who accept Jesus Christ as Lord and Savior, who by His own blood obtained eternal redemption
for the believer.
6. We believe that water Baptism is a sacrament of the New Testament, ordained by Jesus Christ
not only for the solemn admission of the party baptized in to the visible church; but also, to be unto
him a sign and a seal of the covenant of grace, of his engrafting in to Christ, of regeneration, of
remission of sins and his giving up unto God, through Jesus Christ, to walk into the newness of life.
And we believe that believers be baptized in the name of the Father the Son and the Holy Spirit.
7. We believe that the New Testament church of Jesus Christ is a local body of believers who are
associated by covenant in the faith and fellowship of the gospel, observing Baptism and the Lord’s
Supper, committed to Christ’s teaching, exercising the gifts, right, and privileges invested in them
by His word, and seeking to extend the Gospel to the ends of the earth. The scriptural officers of
the church are pastors and deacons who are appointed by the senior Pastor according to the
criteria listed in the Scripture.
8. We believe that the end of the world is approaching; that at last day Christ will descend from
heaven and raise the dead from the grave to final retribution; that a solemn separation will then
take place; that the wicked will be adjudged to end less punishment and the righteous to end less
joy; and that this judgment will fix forever the final state of man in heaven or hell, on principles of
righteousness.
