Constitution - Ministers, Deacons and Staff | Cherry Hinton Baptist Church

14          Charity Trustees
1       Charity Trustees and the Church Members’ Meeting
1.1    The Church Members’ Meeting shall appoint Charity Trustees, including a Church Secretary (or equivalent) and a Church Treasurer (or equivalent) to be responsible for the governance of the Church and where there is a Minister that person is also a Charity Trustee because of their role and responsibilities.
1.2    Subject to any specific or general directions of the Church Members’ Meeting and the provisions of this constitution the Charity Trustees shall take responsibility for the control management and administration of the Church save that the Charity Trustees are not required to do anything that would cause them to be in breach of this constitution or any trustee duty placed upon them as a result of this role.
1.3    The statutory definition of Charity Trustees in section 177 of the Charities Act 2011 is “persons having the general control and management of the administration of a charity.”
2       Functions and duties of Charity Trustees
2.1    The Charity Trustees shall manage the affairs of the Church and may for that purpose exercise all the powers of the Church.  It is the duty of each charity trustee:
to exercise their powers and to perform his or her functions as a trustee of the Church in the way that the Charity Trustees as a group taking into account the purpose and beliefs of the Church and Christian principles acting in good faith and in ways most likely to further the purposes of the Church; 
to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to any special knowledge or experience that he or she has or holds himself or herself out as having; and
to take note of the directions and requests of the Church Members’ Meeting.
2.2    The Charity Trustees have an obligation (subject to any overriding legal binding requirement to the contrary) to take note of the directions and requests of the Church Members’ Meeting.
3       Personal Qualities of Charity Trustees
3.1    Every Charity Trustee must be a natural person.
3.2    Charity Trustees shall with the possible exception of any newly appointed Minister be chosen from among the Church Members with the maximum number of Charity Trustees being agreed from time to time by the Church Members’ Meeting.
3.3    No one may be appointed as a Charity Trustee if he or she:
is under the age of 16 years; or
would automatically cease to hold office under the provisions of clause 18.2.6.
3.4    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.
3.5    The total number of Charity Trustees under the age of 18 years must not any time be more than half of the total number of Charity Trustees in office. 
3.6    Any Minister or Ministers appointed to serve the Church shall automatically be a Charity Trustee.
3.7    The Church Secretary and Church Treasurer shall automatically be a Charity Trustee because of their role and responsibilities.
3.8    At all times a majority of the Charity Trustees shall be persons (who are not disqualified by statute) who have been baptised in the manner described in the Declaration of Principle in clause 4.
3.9    A close family member (spouse, parent, child, sibling) of a serving Charity Trustee shall be eligible for appointment as a Charity Trustee.
4       Number of charity trustees
4.1    There is no maximum number of Charity Trustees that may be appointed to the Church. 
4.2    There must be at least three Charity Trustees, excluding any Minister or Ministers of the Church. 
4.3    If the number falls below this minimum, the remaining Charity Trustee or Trustees may act only to call a meeting of the Charity Trustees, or to seek nominations for additional Charity Trustees and to convene a Church Members’ Meeting where appointments can be made.
5       First charity trustees
              The first Charity Trustees of the Church are:-
The Revd Nic Boyns (Pastor and Secretary), 
Mr Tim Wylie (Treasurer)
Miss Alison Hallam
Mrs Jo Boyns
Mrs Prima Prawiradiraja (also known as Casey Png)
6       Appointment of Elected Charity Trustees
6.1    At the first Annual General Meeting of the members of the Church all the elected Charity Trustees excluding any Minister or Ministers of the Church (if any) shall retire and a process of re-appointment shall be undertaken to appoint Charity Trustees for an initial term of 1, 2 or 3 years having regard to clause 14.6.2.
6.2    One-third of the elected charity trustees excluding any Minister or Ministers of the Church (if any) shall usually retire in each calendar year. If the number of elected Charity Trustees is not three or a multiple of three, then the number nearest to one-third shall retire from office, but if there is only one Charity Trustee, he or she shall retire.
6.3    Subject to clauses 14.6.1 and 14.6.2 Charity Trustees (except for those in ministerial office) shall be appointed for an initial three year term with the opportunity to be nominated for reappointment at the end of each three year term. 
6.4    The vacancies so arising and any previously unfilled vacancies may be filled by the decision of the members at any Church Members’ Meeting.
6.5    The Church Members may at any time at an Annual General Meeting, Ordinary Church Members’ Meeting or Special Church Members’ Meeting decide to appoint a new Charity Trustee, whether in place of a Charity Trustee who has retired or been removed in accordance with clause 18 (Retirement and removal of Charity Trustees), or as an additional Charity Trustee. 
6.6    The appointment of Charity Trustees shall be undertaken by processes that are public, clear and open so that all Church Members are enabled to consider prayerfully who should be appointed as Charity Trustees.  The processes shall ensure that notice is given of any forthcoming election so that  Church Members may freely nominate prospective Charity Trustees whose names shall be submitted (after they have indicated a willingness to be appointed) for decision to the Church Members with the intention of ensuring that those appointed have a sufficient level of support from them.
7       Nominations
              Nominations for the role of Charity Trustee other than a Minister shall be made to the Church Secretary (or equivalent) not later than three Sundays (or other regular weekly meeting time when the Church gathers together) before the Church Members’ Meeting at which the election is to be held.  Nominations must be submitted in writing with the supporting signature of two other Church Members and the consent of the candidate.  No person may nominate more candidates than there are places vacant.  Requests for nominations shall be made at all services on the two Sundays (or other regular weekly meeting time when the Church gathers together) immediately before that day when nominations must cease. 
8       Voting Method
8.1    Voting shall be by secret ballot at an Ordinary Church Members’ Meeting. Voting by secret ballot at a meeting held by electronic means or by hybrid means shall be conducted in a way agreed by the Charity Trustees and communicated to the members with the notice of the meeting under clause 13.3.  Church Members shall be asked to vote for those candidates whom they believe could serve the Church well as Charity Trustees.  They shall vote for no more candidates than there are vacancies.   
8.2    Scrutineers shall be appointed by the Church Members’ Meeting to count the votes and shall report in writing and in confidence to the person chairing the Church Members’ Meeting the number of votes cast for each candidate. If the Ordinary Church Members’ Meeting is to be held by electronic means or by hybrid means then scrutineers shall be appointed in advance of the meeting by the Charity Trustees.
8.3    The number of candidates, being not more than the number of vacancies, receiving the highest number of votes shall be declared to be elected provided that each candidate so declared shall have received votes from at least 66% of those members voting.
8.4    If there are more candidates than vacancies and if after the ballot, some vacancies remain unfilled because insufficient candidates have received votes from at least 66% of those members voting then, if that Church Members’ Meeting agrees, the person chairing the Church Members’ Meeting shall delete from the names of those who have not been elected those with the lowest number of votes so as to leave as many names as there now are vacancies.  These names shall be submitted to that or another Church Members’ Meeting for balloting on the remaining places.
8.5    The candidates receiving the highest number of votes shall be declared to be elected provided that each candidate so declared shall have received votes from at least 66% of those members voting. 
8.6    In cases of unavoidable absence Church Members may exercise a postal vote where this is permitted under clause 34 provided that votes are returned before the commencement of the Church Members’ Meeting at which the election is to be held. 
15          Appointment of Church Secretary and Church Treasurer
1       The Church Members shall appoint a Church Secretary and Church Treasurer (or equivalents) who shall by the nature of their responsibilities be Charity Trustees to serve for a period of one year but may be re-appointed each year without time limit.  They will usually be appointed at the Annual General Meeting but may be appointed at any Church Members’ Meeting.
2       The Church Secretary and Church Treasurer shall be chosen from among the Church Members.
3       The appointment of Church Secretary or Church Treasurer (or equivalents) shall be undertaken by processes that are public, clear and open so that all Church Members are enabled to consider prayerfully who should be appointed.  The process shall ensure that notice is given of any forthcoming election so that Church Members may freely nominate prospective candidates whose names shall be submitted (after they have indicated a willingness to be appointed) for decision to the Church Members’ Meeting with the intention of ensuring that those appointed have a sufficient level of support from them.
4       The Church Secretary and Church Treasurer (or equivalents) must have the same level of support as is required for the appointment of Charity Trustees.
16          Ministers
1       The Church may have a Minister or more than one Minister or no Minister.  Where a Minister is appointed it is expected that they will become a Member of the Church.
2       A Minister of this Church shall accept the beliefs being the Baptist Union’s Declaration of Principle.
3       Where the Church has a Minister she or he shall be in relationship with the Baptist Union and the Association normally expressed by being on the Baptist Union’s Register of Covenanted Persons Accredited for Ministry.
4       The Minister, whether or not they are on the Register of Persons Accredited for Ministry shall be supportive of the Church’s relationships with other Baptist Churches, the Association and the Baptist Union.
5       The tasks fulfilled by Ministers will vary depending on individual ability and gifting but a Minister is normally expected to be involved in the activities of the Church with an emphasis on the leading of worship and prayer, the teaching of the Christian faith and the pastoral care of individuals.  The Minister shall work with the Church towards achieving its Purpose through its activities.
6       Notwithstanding any legal status afforded to a Minister by statute the Church recognises that the Minister and the Church are in a Covenant relationship based on Christian love and trust and mutual accountability.  A Minister shall be in a relationship of mutual accountability with the other Charity Trustees and also with the Church Members.
7       When the Church is seeking to appoint a Minister it will normally consult the appropriate staff within the Association before commencing any appointment process and follow, so far as practicable, the Baptist Union’s procedures and recommended terms for the settlement of Ministers.
8       A Minister may only be appointed or removed by a resolution of the Church Members at a Special Church Members’ Meeting at any time.
9       To be appointed as Minister a candidate must receive at least the same level of support as is required for the appointment of Charity Trustees.
10     The Church and the Minister shall normally agree ‘terms and conditions of appointment’ including termination procedures based on the standard terms of appointment published by the Baptist Union.
11     Notwithstanding the fact that any Minister or Ministers appointed by the Church are Charity Trustees subject to clause 9.2.7 they will be entitled to be paid an agreed and reasonable remuneration or stipend out of the funds of the Church.
12     Where a Special Church Members’ Meeting is considering the dismissal of a Minister the Minister shall be allowed to hear what is said to the Church Members’ Meeting and to correct any errors of fact and offer any explanation of the circumstances or reasons for their actions before withdrawing so that the Church Members’ Meeting may prayerfully and carefully consider whether the appointment should be terminated.
17          Information for new Charity Trustees
1       The Charity Trustees will make available to each new Charity Trustee, on or before his or her first appointment:
1.1    a copy of this constitution and any amendments made to it;
1.2    a copy of the Church’s latest trustees’ annual report and statement of accounts; and
1.3    a summary of key issues that have recently been under consideration by the Charity Trustees with sufficient background information to enable the newly appointed Charity Trustee to gain an understanding of the ways of working among the Charity Trustees with the intention that a newly appointed Charity Trustee will be helped to understand the work of the Church and their responsibilities so as to contribute positively to Charity Trustees meetings as soon as possible after their appointment.
18          Retirement and removal of Charity Trustees
1       A Charity Trustee who is a Minister of the Church ceases to hold office if he or she ceases to be a Minister of the Church.
2       A Charity Trustee, except for a Minister or Ministers (if any) ceases to hold office if he or she:
2.1    retires by notifying the Church 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);
2.2    is absent without permission of the Charity Trustees from all their meetings held within a period of six months and the Charity Trustees resolve that his or her office be vacated;
2.3    dies;
2.4    becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
2.5    is removed by the members of the Church in accordance with clause 18.3;
2.6    is disqualified from acting as a Charity Trustee by virtue of sections 178 to 180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision); and/or
2.7    has completed their term of appointment as either Church Secretary or Church Treasurer and is not re-appointed as Church Secretary, Church Treasurer or Charity Trustee.
3       A Charity Trustee shall be removed from their role:
3.1    if a resolution to remove that Charity Trustee is proposed at a Special Church Members’ Meeting called for that purpose and properly convened in accordance with clause 13.10.2, and the resolution is passed by the required majority of votes cast at the meeting in accordance with clause 13.8.10;
3.2    where a Special Church Members’ Meeting is considering the dismissal of a Charity Trustee (except for a Minister) the Charity Trustee shall be allowed to hear what is said to the Church Members’ Meeting and to correct any errors of fact and offer any explanation of the circumstances or reasons for their actions before withdrawing so that the Church Members’ Meeting may prayerfully and carefully consider whether the appointment should be terminated. 
19          Reappointment of Charity Trustees
              Any person who retires as a Charity Trustee by rotation, by giving notice to the Church or upon completing their term of appointment as either Church Secretary or Church Treasurer is eligible for reappointment as a Charity Trustee, subject to the requirements of clauses 14.6 to 14.8.
20          Taking of decisions by Charity Trustees
1       Any decision may be taken either:
1.1    at a meeting of the Charity Trustees either by consensus or by a vote or a Poll; or
1.2    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.
21          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 must 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       Notwithstanding any such delegation the Charity Trustees retain overall responsibility.
3       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:
3.1    a committee may consist of two or more persons, but at least one member of each committee must be a Charity Trustee;
3.2    the routine 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
3.3    where any committee identifies a major difficulty in their area of work or an urgent matter affecting the life and work of the Church they must tell the Charity Trustees without delay.
4       The Charity Trustees shall from time to time review the arrangements which they have made for the delegation of their powers.
22          Meetings and proceedings of Charity Trustees
1       Frequency of Meetings
              The Charity Trustees shall determine when and how frequently they shall meet provided that they shall call a meeting of the whole group not less than once every two months. 
2       Calling Meetings
2.1    Any Charity Trustee may call a meeting of the Charity Trustees but this shall normally be the responsibility of the Church Secretary.
2.2    Subject to clause 22.2.1, the Charity Trustees shall decide how their meetings are to be called, and what notice is required.
3       Conduct of Meetings of Charity Trustees
              Worship including prayer and the reading of Scripture shall be key features of any meeting of the Charity Trustees whose leadership and administration of the Church shall be characterised as much by mutual accountability, service, and pastoral care, as strategic thinking and effective management.
4       Quorum at Meetings of Charity Trustees
4.1    The Charity Trustees shall determine a quorum for their meetings that shall not be less than two persons or half of their number whichever is the greater number.
4.2    A Charity Trustee shall not be counted in the quorum present when a decision is made about a matter upon which he or she is not entitled to vote. 
5       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 10 minutes after the time of the meeting, the Charity Trustees present may appoint one of their number to chair that meeting.
6       Procedure at meetings
              No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. 
7       Taking decisions by consensus
              Charity Trustees are encouraged to listen carefully to each other, express views that will aid decision making, before reaching a decision.  Where there is a clear agreement they may reach a decision by consensus without a vote, provided that the decision taken is clearly recorded in the minutes as a decision of the Charity Trustees.
8       Taking decisions by vote
8.1    Each Charity Trustee shall have one vote which they may use at a Charity Trustees’ Meeting after hearing about the issues and any comments or questions raised by other Charity Trustees in advance of the vote or in the case of a resolution in writing pursuant to clause 20.1.2 or a meeting held by electronic means in accordance with clause 22.9.
8.2    Where a vote is needed a decision shall be made by a majority of those present or participating in the meeting and eligible to vote.
8.3    But if there is an equality of votes on any matter the resolution will be considered rejected and the matter shall be referred back to the submitter for review and if appropriate resubmission to a subsequent meeting for consideration.
9       Participation in meetings by electronic means
9.1    A meeting may be held by suitable electronic means agreed by the Charity Trustees in which each participant may communicate with all the other participants. 
9.2    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.
9.3    Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.
23          Saving provisions
1       Subject to clause 23.2, 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, 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:
1.1    who was disqualified from holding office;
1.2    who had previously retired or who had been obliged by the constitution to vacate office;
1.3    who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise; or
1.4    for whom there is a technical defect in their appointment as a Charity Trustee of which the Charity Trustees were unaware at the time.
2       Clause 23.1 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 clause 23.1, the resolution would have been void, or if the Charity Trustee has not complied with clause 10 (Conflicts of interest and conflicts of loyalty).
24          Execution of documents
1       The Church 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 Church has a seal:
3.1    it must comply with the provisions of the General Regulations; and
3.2    it must only be used by the authority of the Charity Trustees or of a committee of Charity Trustees duly authorised by the Charity Trustees.  The Charity Trustees may determine who shall sign any document to which the seal is affixed and unless otherwise determined it shall be signed by two Charity Trustees.
25          Use of electronic communications
1       The Church will comply with the requirements of the Communications Provisions in the General Regulations and in particular:
1.1    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; and
1.2    any requirements to provide information to the Charity Commission in a particular form or manner.
26          Keeping of Registers
              The Church must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and Charity Trustees.
27          Minutes
1       The Charity Trustees must keep minutes of all:
1.1    proceedings at Church Members’ Meetings; and
1.2    meetings of the Charity Trustees and committees of Charity Trustees including:
the names of those present at the meeting
the decisions made at the meetings; and
where appropriate the reasons for the decisions;
2       The Charity Trustees must keep a record of decisions made by the Charity Trustees otherwise than in meetings;
3       Each set of Church Members’ Meeting Minutes shall be approved by the Church Members attending the next Church Members’ Meeting.  They shall have the opportunity to review the Minutes and to correct any errors of fact before a formal vote on the approval of the Minutes is taken. If the Minutes are approved the person chairing the Church Members’ Meeting shall confirm the Members’ acceptance of the Minutes by signing and dating them as a correct record of the preceding meeting. 
4       The Minutes signed pursuant to clause 27.3 shall be conclusive evidence of the decisions taken at the Church Members’ Meeting to which they relate.
5       The Charity Trustees have an obligation (subject to any overriding legal binding requirement to the contrary) to keep confidential the affairs of the Charity Trustees’ Meeting.
6       The Minutes made under this clause shall be written or printed and filed in a book or binder set aside for this purpose using materials of sufficient quality to ensure that they survive for many years and shall be kept in a safe place. 
28          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 accounts, and to the preparation of annual reports and returns.  The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the Church, within 10 months of the financial year end.
2       The Charity Trustees must inform the Charity Commission within 28 days of any change in the particulars of the Church entered on the Central Register of Charities.
29          Proper Rules or a Church Handbook
              The Charity Trustees may from time to time with the agreement of the Church Members at any Ordinary Church Members’ Meeting make such reasonable and proper rules or prepare a Church handbook as they may deem necessary or helpful for the proper conduct and wellbeing of the Church, but such rules or handbook 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 Church.
30          Disputes
1       If a dispute arises between members of the Church 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.
2       If there are differences that lead to difficulties between members of the Church (and it is recognised that these will sometimes arise) each member should try to resolve the situation with gentleness and humility following Christian and Biblical principles. It may be necessary for another wise and experienced member of this Church (or if invited a member of a neighbouring Church or representative of the Association) to act as a mediator or friend to those seeking to achieve reconciliation.
Cherry Hinton Baptist Church

Seeking faithfully to love God and our neighbours

Constitution - Ministers, Deacons and Staff
