Governing Document
St John’s United Reformed Church Orpington Charity
Lynwood Grove, Orpington BR6 0BG
Registered Number..1135421.. Date…14 October 2009..
NAME AND OBJECTS
1. Name and Assets
The Charity is called St John’s United Reformed Church Orpington Charity (The Charity) and comprises all assets and funds held by and on behalf of St John’s United Reformed Church Orpington other than properties held under the trusts declared in Schedule 2 of the United Reformed Church Act 1972 (as amended by the United Reformed Church Acts 1981 and 2000) and those held on other specifically declared trusts.
2. Objects
The object of the Charity is the advancement of the Christian faith for the benefit of the public in accordance with the Scheme of Union of the United Reformed Church.
3. Trustees and their responsibilities
Those members of the Elders’ Meeting of St John’s United Reformed Church Orpington who are qualified to serve as charity trustees are collectively the Charity Trustees of the Charity and are appointed and act in accordance with the procedures for the time being laid down by the Church Meeting of St John’s United Reformed Church Orpington which shall be in conformity with the Scheme of Union of the United Reformed Church.
INTERPRETATION
4. Interpretation
In this Document:
4.1 The following expressions have the following meanings:
‘the Chair’ means the person appointed by the Trustees to preside at their meetings
‘the Charity’ means St John’s United Reformed Church Orpington Charity
‘charity trustees’ has the meaning prescribed by section 97(1) of the Charities Act 1993 as amended
‘the Church’ means St John’s United Reformed Church Orpington
‘the Commission’ means the Charity Commission for England and Wales
‘the Church Meeting’ means a meeting of the members of the Church
‘the Elders’ Meeting’ means a meeting of the Serving Elders
‘Holding Trustee’ means an individual or corporate body responsible for holding the title to property but not authorised to make any decisions relating to its use, investment or disposal
‘Independent Examiner’ has the meaning prescribed by section 43(3)(a) of the Charities Act 1993 as amended
‘Material Benefit’ means a benefit which may not be financial but has a monetary value
‘the Objects’ means the charitable objects of the Charity set out in clause 2
‘the Scheme of Union’ means the Scheme of Union of the United Reformed Church
‘Taxable Trading’ means carrying on a trade or business on a continuing basis for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects
‘Trust Corporation’ has the meaning prescribed by section 205(1)(xxviii) of the Law of Property Act 1925 but does not include the Public Trustee
‘Trustee’ means a charity trustee of the Charity
‘Written’ or ‘In Writing’ refers to a legible document on paper including a fax and email messages
‘Year’ means calendar year.
4.2 references to an Act of Parliament are references to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.
THE TRUSTEES
5. General
5.1 The Trustees are responsible for the management and administration of the properties of the Church held under held under the trusts declared in Schedule 2 of the United Reformed Church Act 1972 (as amended by the United Reformed Church Acts 1981 and 2000) and the Charity’s property and funds in accordance with this Deed.
5.2 The minimum number of Trustees is three individuals but there is no maximum.
5.3 Trustees must be appointed by a resolution passed by a simple majority of the Church Meeting. Trustees are appointed by Church Meeting to serve for four years with the option of serving a second term of four years. Except in exceptional circumstances, they must then stand down for a period of one year before being re-appointed.
5.4 Every Trustee must sign a declaration of willingness to act as a Trustee of the Charity before he or she is eligible to vote at any meeting of the Trustees.
5.5 A Trustee ceases to be a Trustee if he or she:
5.5.1 is or becomes disqualified under the Charities Act 1993 as amended or any other legislation from acting as a charity trustee or trustee for a charity;
5.5.2 is incapable, whether mentally or physically, of managing his or her own affairs;
5.5.3 Ceases to be a Serving Elder of the Church;
5.5.4 resigns by written notice to the Trustees (but only if at least two Trustees will remain in office); or
5.5.5 is removed for good and sufficient reason by a resolution passed by two-thirds of the other Trustees and a simple majority of the Church Meeting.
5.6 A retiring Trustee is entitled to an indemnity from the continuing Trustees at the expense of the Charity in respect of any liabilities properly incurred during his or her trusteeship.
5.7 A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken by the Trustees.
6. Powers
The Trustees have the following powers, which may be exercised in promoting the Objects:
6.1 to arrange or join in arranging and providing for the holding of worship services, meetings, seminars, conferences, and training courses.
6.2 to establish and run organisations.
6.3 to co-operate with other bodies.
6.4 to support, administer or set up other charities.
6.5 to raise (but not by means of taxable trading) and disburse funds.
6.6 to borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act 1993 as amended).
6.7 to acquire or hire property of any kind.
6.8 to let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act 1993 as amended).
6.9 to make grants or loans of money and to give guarantees.
6.10 to set aside funds for special purposes or as reserves against future expenditure.
6.11 to deposit or invest funds in any lawful manner.
6.12 to delegate the management of investments in accordance with the provisions of the Trustee Act 2000.
6.13 to insure the property of the Charity and Church against any foreseeable risk and take out other insurance policies to protect the Charity and Church.
6.14 to insure the Trustees against the costs of a successful defence to a criminal prosecution brought against them as Charity Trustees or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty (unless the Trustee concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty).
6.15 to pay reasonable fees to any nominee or Holding Trustee.
6.16 subject to clause 8, to employ or otherwise engage the services of agents, staff or advisers.
6.17 to enter into contracts to provide services to or on behalf of other bodies.
6.18 to do anything else within the law which promotes or helps to promote the Objects.
7. Proceedings of Trustees
7.1 The Trustees must hold at least four meetings each year.
7.2 A quorum at a meeting is three of the Trustees for the time being.
7.3 A meeting may be held either in person or by suitable electronic means agreed by the Trustees in which all participants may communicate with all the other participants.
7.4 The Chair or (if the Chair is unable or unwilling to do so) some other Trustee chosen by them presides at each meeting.
7.5 Except where otherwise provided in this Governing Document, every issue may be determined by a simple majority of the votes cast at a meeting of the Trustees. A resolution which is in writing and signed by all the Trustees is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature.
7.6 Except for the chair of the meeting, who, in the case of an equality of votes, has a second or casting vote, every Trustee has one vote on each issue.
7.7 The Trustees have the following powers in the administration of the Charity:
7.7.1 to appoint a Chair, Treasurer and other honorary officers;
7.7.2 to delegate any of their functions to committees consisting of two or more persons appointed by them provided that all proceedings of committees must be reported promptly to the Trustees;
7.7.3 to make rules consistent with this Governing Document to govern proceedings at their meetings and at meetings of committees;
7.7.4 to make regulations consistent with this Governing Document to govern the use and application of the property and funds of the Charity including regulations about the operation of bank accounts and the commitment of funds.
8. Application of Funds and Property
8.1 The Trustees may employ or engage under a contract for services such of their number or any person connected to a Trustee (as defined in clause 8.6) as they may determine provided that:
8.1.1 the Trustees in each case are satisfied that it is in the best interests of the Charity to employ or engage under a contract for services the Trustee or connected person concerned;
8.1.2 the Trustees are in each case satisfied that the terms of employment or engagement are reasonable in respect of the employment or of the services provided and are subject to regular and objective review, and
8.1.3 the procedure set out in clause 8.6 is followed on each occasion.
8.2 Provided no person is remunerated for services as a charity trustee or trustee for a charity, a Trustee or person connected to a Trustee who possesses specialist skills or knowledge and any firm or company of which such a Trustee or connected person is a member, consultant, partner, trustee, officer or employee, may charge and be paid reasonable fees for goods or services supplied to the Charity on the instructions of the other Trustees but only if the Trustees are satisfied that the requirements set out in Clause 8.1 are met.
8.3 At no time may a majority of Trustees benefit directly or indirectly from payments made under clauses 8.1 and 8.2. For the purposes of this Clause 8 a payment to the spouse or dependent relative of a Trustee shall be considered to be a payment to the Trustee.
8.4 Subject to clause 8.3, a person may be appointed as a Trustee notwithstanding that he or she is employed or otherwise engaged by the Charity and receives remuneration in that capacity.
8.5 No Trustee nor any person connected with a Trustee may receive from the Charity any payment of money or other Material Benefit (whether direct or indirect) except:
8.5.1 under clauses 6.14 (indemnity insurance), 8.1 and 8.2 (employment or engagement and fees);
8.5.2 reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of the Charity or the Church;
8.5.3 interest at a reasonable rate on money lent to the Charity;
8.5.4 a reasonable rent or hiring fee for property let or hired to the Charity;
8.5.5 an indemnity in respect of any liabilities properly incurred in or about the administration of the Charity (including the costs of a successful defence to criminal proceedings);
8.5.6 benefits received by the Trustee or a connected person as a member of the Church congregation where such benefits are no different to those received by other members of the congregation;
8.5.7 in exceptional cases, other payments or benefits (but only with the prior written approval of the Commission).
8.6 Whenever a Trustee or a person connected to a Trustee has a personal interest in a matter to be discussed at a meeting of the Trustees or any committee, the Trustee or connected person concerned must:
8.6.1 declare an interest before discussion on the matter begins;
8.6.2 withdraw from the meeting for that item unless expressly invited to remain in order to provide information;
8.6.3 not be counted in the quorum during that part of the meeting;
8.6.4 withdraw during the vote and have no vote on the matter;
For the purpose of this Clause 8 a person is connected with a Trustee if that person is:-
(a) a child, parent, grandchild, grandparent, brother or sister of the Trustee; or
(b) a spouse of the Trustee or of any person falling within paragraph (a) above.
8.7 Funds which are not required for immediate use or which will be required for use at a future date must be placed on deposit or invested in accordance with clause 6.11 until needed.
8.8 Investments and other property of the Charity may be held:
8.8.1 in the names of the Trustees;
8.8.2 in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Trustees or of a financial expert acting on their instructions;
8.8.3 in the name of a trust corporation as a holding trustee for the Charity which must be appointed (and may be removed) by deed executed by the Trustees;
8.8.4 in the case of land, by the Official Custodian for Charities under an order of the Commission or the Court.
9. Duty of Care and Extent of Liability
9.1 When exercising any power (whether given to them by this Deed or by statute or by any rule of law) in administering or managing the Charity each of the Trustees must use the level of care and skill that is reasonable in the circumstances, taking into account any special knowledge or expertise that he or she has or claims to have (“the duty of care”).
No Trustee and no-one exercising powers or responsibilities that have been delegated by the Trustees shall be liable for any act or failure to act unless, in acting or in failing to act, he or she has failed to discharge the duty of care.
ACCOUNTS AND ADMINISTRATION
10. Records and Accounts
10.1 The Trustees must comply with the requirements of the Charities Act 1993 as amended relating to the keeping of financial records, the audit or independent examination of the accounts and the preparation and transmission to the Commission of:
10.1.1 annual reports;
10.1.2 annual returns;
10.1.3 annual statements of account;
10.1.4 confirmation of changes to the Trustees and of any details about the Charity recorded in the Central Register of Charities.
10.2 The Trustees must maintain proper records of:
10.2.1 all proceedings at meetings of the Trustees;
10.2.2 all reports of committees;
10.2.3 all professional advice obtained;
10.3 Financial records, annual reports and statements of account relating to the Church and Charity for at least the previous six years must be available for inspection by any Trustee.
10.4 A copy of the latest available annual statement of account must be supplied to any person who makes a written request and pays the Trustees’ reasonable costs (as required by the Charities Act 1993 as amended).
11. Amendments
11.1 This Governing Document may be amended by a resolution passed by at least three-quarters of the Trustees present and voting at the meeting at which the amendment is considered but no amendment is valid if it would destroy the charitable status of the Charity or if it has not been confirmed by a resolution passed by a simple majority of the Church Meeting. No amendment may be made to clauses 1, 2 or 3 without the prior written consent of the Commission.
12. Amalgamation
12.1 The Trustees may at any time on a resolution passed by at least three-quarters of the Trustees present and voting at the meeting at which the amalgamation is considered and confirmed by a resolution passed by a simple majority of the Church Meeting transfer the assets and liabilities of the Charity to another charity established for exclusively charitable purposes within, the same as or similar to the Objects.
12.2 On a transfer under clause 12.1 the Trustees must ensure that all necessary steps are taken as to:
12.2.1 the transfer of land and other property;
12.2.2 the novation of contracts including contracts of employment and the transfer of any pension rights;
12.2.3 the transfer of trusteeship of any property held for special purposes.
13. Dissolution
13.1 Any scheme for the reorganisation of or dissolution of the charity must be in accordance with the Scheme of Union.
13.2 The Trustees may at any time decide by resolution passed by at least three-quarters of the Trustees present and voting at the meeting at which the dissolution is considered and confirmed by a resolution passed by a simple majority of the Church Meeting that the Charity is to be dissolved. The Trustees will then be responsible for the orderly winding up of the Charity’s affairs.
13.3 After making provision for all outstanding liabilities of the Charity, the Trustees must apply the remaining property and funds in one or more of the following ways:
13.3.1 by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects;
13.3.2 directly for the Objects or charitable purposes within or similar to the Objects;
13.3.3 in such other manner consistent with charitable status as the Commission approve in writing in advance;
13.4 A final report and statement of account relating to the Charity must be sent to the Commission.
Adopted by Church Meeting held 14 October 2009