Constitution

Adopted on August 4 2004 and laid before the AGM on Oct 16 2004

1 Name.

The name of the Association is the St Mark’s Centre for Radical Christianity (“the Society”)

2 Administration.

Subject to the matters set out below the Society and its property shall be administered and managed in accordance with this constitution by the members of the Council, constituted by clause 6 of this constitution (“the Council”).

3 Object.

The Society’s object is:

to support and help individuals and groups who are working towards prophetic, inclusive and open minded churches, unafraid to ask the big questions and committed to sharing Jesus’ radical message of love and justice in their communities.

This will be done through :

The promotion of conferences, seminars and other meetings

The support and resourcing of a network of people and church communities through its membership

A Resource Library, a Newsletter and information on conferences, courses, meetings etc sympathetic to the Centre’s aims

The stimulation of discussion and information exchange through publicity and its web site

The sharing of the Society’s vision and working alongside other organisations with similar aims

The encouragement of the outworking of radical discipleship in social action and a commitment to justice both locally and globally

4 Powers.

In furtherance of the objects but not otherwise the Council may exercise the following powers:
(i) power to raise funds and to invite and receive contributions, provided that in raising funds the Council shall not undertake any substantial permanent trading activities and shall conform to any relevant requirements of the law;
(ii) power to buy, take on lease or in exchange any property necessary for the achievement of the objects and to maintain and equip it for use;
(iii) power subject to any consents required by law to sell, lease or dispose of all or any part of the property of the Society;
(iv) power subject to any consents required by law to borrow money and to charge all or any part of the property of the Society with repayment of the money so borrowed;
(v) power to employ such staff (who shall not be members of the Council) as are necessary for the proper pursuit of the objects and to make all reasonable and necessary provision for the payment of pensions and superannuation for staff and their dependants;
(vi) power to co-operate with other charities, voluntary bodies and statutory authorities operating in furtherance of the objects or of similar charitable purposes and to exchange information and advice with them;
(vii) power to establish or support any charitable trusts, associations formed for all or any of the objects;
(viii) power to appoint and constitute such advisory committees as the Council may think fit;
(ix) power, where consistent with clause 4 (i), to arrange for publication or publish relevant religious or educational material, for distribution in newletter, magazine, book, or electronic means
(x) power to do all such other lawful things as are necessary for the achievement of the objects.

5 Membership.

(1) Membership of the Society shall be open to individuals (over the age of 18 years) who are interested in furthering the work of the Society and who have paid any annual subscription laid down from time to time by the Council (an “individual member”), and

(2) Every individual member shall have one vote.

(3) The Council may unanimously and for good reason terminate the membership of any individual provided that the individual shall have the right to be heard by the Council, accompanied by a colleague or friend, before a final decision is made.

6 Council.

(1) At the annual general meeting of the Society, the members shall elect members to serve on a Council, who shall hold office from the conclusion of that meeting.

(2) The Council shall consist of not fewer than 9 members nor more than 14 members, being :

a) The incumbent of St Marks Broomhill for the time being
b) Not less than 8 and not more than 12 members being elected at the annual general meeting.

(3) The Council may in addition to elected members appoint not more than 2 co opted members. Each appointment of a co-opted member shall be made at a meeting of the Council called under clause 9.2 and shall take effect from the end of that meeting unless the appointment is to fill a place which has not then been vacated in which case the appointment shall run from the date when the post becomes vacant.

(4) All the members of the Council shall retire from office together at the end of the annual general meeting next after the date on which they came into office but they may be re-elected or reappointed.

(5) The proceedings of the Council shall not be invalidated by any vacancy among their number or by any failure to appoint or any defect in the appointment or qualification of a member.

7. Determination of Membership of the Council.

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

(1) is disqualified from acting as a member of the Council by virtue of section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);

(2) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;

(3) is absent without the permission of the Council from all their meetings held within a period of nine months and the Council resolve that his or her office be vacated; or

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

8 Council Members not to be personally interested.

No member of the Council shall acquire any interest in property belonging to the Society (otherwise than as a trustee for the Society) or receive a remuneration or be interested (otherwise than as a member of the Council) in any contract entered into by the Council.

9 Meetings and proceedings of the Council.

(1) At the first meeting of the Council in each year, it shall elect from amongst its members a chair, a vice chair, a secretary and a treasurer.
1. a The chair cannot be a chair for more than 3 years.

(2) The Council shall hold at least two ordinary meetings each year. A special meeting may be called at any time by the chair or by any two members of the Council upon not less than 4 days’ notice being given to the other members of the Council of the matters to be discussed, but if the matters include an appointment of a co-opted member then not less than 21 days’ notice must be given.

(3) The chair shall act as chair at meetings of the Council. If the chair is absent from any meeting, the vice chair of the Council shall be chair of the meeting.

(4) There shall be a quorum when at least 5 members of the Council are present at a meeting.

(5) Every matter shall be determined by a majority of votes of the members of the Council present and voting on the question but in the case of equality of votes the chair of the meeting shall have a second or
casting vote.

(6) The Council shall keep minutes, in books kept for the purpose, of the proceedings at meetings of the Council and any sub-committee.

(7) The Council may from time to time make and alter rules for the conduct of their business, the summoning and conduct of their meetings and the custody of documents. No rule may be made which is inconsistent with this constitution.

(8) The Council may appoint one or more sub-committees consisting of three or more members of the Council for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the Council would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committees shall be fully and promptly reported to the Council.

10 Receipts and expenditure.

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

(2) The funds belonging to the Society shall be applied only in furthering the objects.

11 Property.

(1) Subject to the provisions of sub-clause (2) of this clause, the Council shall cause the title to:
(a) all land held by or in trust for the charity which is not vested in the Official Custodian for Charities; and
(b) all investments held by or on behalf of the charity; to be vested either in a corporation entitled to act as custodian trustee or in not less than three individuals appointed by them as holding trustees.

Holding trustees may be removed by the Council at their pleasure and shall act in accordance with the lawful directions of the Council. Provided they act only in accordance with the lawful directions of the Council the holding trustees shall not be liable for the acts and defaults of its members.

(2) If a corporation entitled to act as custodian trustee has not been appointed to hold the property of the society, the Society may permit any investments held by or in trust for the charity to be held in the name of a clearing bank, trust corporation or any stockbroking company which is member of the International Stock Exchange (or any subsidiary of any such stockbroking company) as nominee for the Council, and may pay such a nominee reasonable and proper remuneration for acting as such.

12 Accounts.

The Council shall undertake

(1) the keeping of accounting records for the Society;
(2) the preparation of annual statements of account for the Society;
(3) the auditing or independent examination of the statements of account of the Society.

13 Annual Report.

The Council shall compile an annual report.

14 Annual General Meeting.

(1) There shall be an annual general meeting of the Society which shall be held in the month of October in each year or as soon as practicable be held thereafter.

(2) Every annual general meeting shall be called by the Council.
The secretary shall give at least 21 days’ notice of the annual general meeting to all the members of the Society. All the members of the Society shall be entitled to attend and vote at the meeting.

(3) Before any other business is transacted at the first annual general meeting the persons present shall appoint a chair of the meeting. The chair shall be the chair of subsequent annual general meetings, but if he or she is not present, before any other business is transacted, the persons present shall appoint a chair of the meeting.

(4) The Council shall present to each annual general meeting the report and accounts of the Society for the preceding year.

(5) Nominations for election to the Council must be made by members of the Society in writing and must be in the hands of the secretary of the Council at least 14 days before the annual general
meeting. Should nominations exceed vacancies, election shall be by ballot.

16 Special General Meetings.

The Council may call a special general meeting of the Society at any time. If at least ten members request such a meeting in writing stating the business to be considered the secretary shall call such a meeting. At least 21 days’ notice must be given. The notice must state the business to be discussed.

17 Procedure at General Meetings.

(1) The secretary or other person specially appointed by the Council shall keep a full record of proceedings at every general meeting of the Society.

(2) There shall be a quorum when at least one tenth of the number of members of the Society for the time being or ten members of the Society, whichever is the greater, are present at any general meeting.

18 Notices.

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

19 Alterations to the Constitution.

Subject to the following provisions of this clause the Constitution may be altered by a resolution passed by not less than two thirds of the members present and voting at a general meeting. The notice of the general meeting must include notice of the resolution, setting out the terms of the alteration proposed.

20 Dissolution.

If the Council decides that it is necessary or advisable to dissolve the Society it shall call a meeting of all members of the Society, of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given. If the proposal is confirmed by a two-thirds majority of those present and voting the Council shall have power to realise any assets held by or on behalf of the Society. Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the objects of the Society as the members of the
Society may determine or failing that shall be applied for some other charitable purpose.

21 Arrangements until first Annual General Meeting.

Until the first annual general meeting takes place this constitution shall take effect as if references in it to the Council were references to the persons whose signatures appeared at the bottom of the original document,

This constitution was adopted on the date mentioned above by the persons whose signatures appeared at the bottom of the original document, and amended on the date mentioned above by a Special General Meeting of the membership.

Signed ………………………………………………………………………………………………………..

Name:

Signature

Date

On behalf of the full trustee body as authorised at a meeting held