The Constitution

THE FRIENDS OF ST GREGORY’S MINSTER

THE CONSTITUTION

The original Constitution was approved by the Charity Commission and the Charity Number 700344 was assigned to The Friends of St Gregory’s Minster Kirkdale in 1988. The most recent revision, following a resolution by the Trustees, was endorsed at the Annual General Meeting in 2012 and duly submitted for consideration by the Charity Commission.

Proposed adjustments were minor except for one, the effect of which was to include the curtilage of the church in the area within which the Friends were permitted to apply grants under the terms of the Constitution. This adjustment was made in awareness that the JCC was, or would soon be, facing costs for dealing with (for example) serious occurrences of flash flooding, for electric lighting in the churchyard and carpark areas, and for maintenance of the flagged path down to the church door, all of which directly affected the fabric of the church building or safety of access to the church. The inclusion of the curtilage in the charity’s ‘sphere of interest’ was considered and approved by the Charities Commission.

THE CONSTITUTION OF THE FRIENDS OF ST GREGORY'S MINSTER KIRKDALE

NAME: 1. The name of the organization shall be “The Friends of St. Gregory’s Minster Kirkdale” (hereinafter  referred to as “The Friends”).

CHARITABLE OBJECTS: 2. The primary objects of The Friends shall be to co-operate with the Joint Church Council of the Ecclesiastical Parish of Kirkdale and St Hilda’s in the preservation and maintenance of the fabric and curtilage of St Gregory’s Minster including the provision of utility services thereto and such other facilities there for the benefit of the congregation and visitors as may be requisite from time to time and secondly to promote public education in the building, its history and its work, and for all these purposes to seek to bring together all those who have a common interest and regard for this ancient Minster.

MEMBERSHIP:  3. Membership of The Friends shall be open to all in sympathy with its objects subject to payment of an annual subscription the amount of which is to be fixed from time to time by the Trustees, or alternatively by a single payment for life membership in the amount current at the time of the application.

ANNUAL GENERAL MEETINGS:  4.a) An Annual General Meeting of The Friends shall be held during the month of May in each year and all members shall be invited to attend.

NOTICE OF MEETINGS:  4.b) Not less than twenty one days notice of the date place and time of each Annual General Meeting shall be given to those entitled to attend, which may be sent either in the post or by email.

4.c)  At such meeting a Report of their year’s work shall be given by the Trustees, the Annual Accounts shall be presented by the Honorary Treasurer, and an Examiner appointed for the year to audit the Accounts. Also an opportunity shall be given to members to express their views about the work of The Friends.

VOTING:  4.d) Each paid up member present in person at an Annual General Meeting shall be entitled to vote and a resolution put to the vote shall be decided on a show of hands.

OFFICERS:  5. The Officers of The Friends (being members) shall be: the Chairman, the Secretary, and the Treasurer.

ELECTION & DUTIES OF CHAIRMAN:  6.a) The Chairman shall be elected at an Annual General Meeting and his appointment shall normally be for the period from the date of the Annual General Meeting at which the appointment is made to the date when the Chairman as a trustee is due to stand down pursuant to clause 7(b) below.

6.b) The Chairman shall normally preside at all meetings including committee meetings of Trustees and shall have overall responsibility for the conduct of the business of The Friends.

6.c) In the event that the Chairman becomes unavailable or is unwilling to act the Trustees may appoint a Vice Chairman from amongst their number to chair the meetings and then a new chairman of The Friends shall be appointed at the next Annual General Meeting.

APPOINTMENT OF TRUSTEES:  7.a) There shall be a maximum of ten Trustees one of whom shall be the Priest in Charge or Vicar who shall have a permanent appointment as trustee under these rules for the period during which he shall hold the benefice of Kirkdale (“the Incumbent”) plus a maximum number of nine other Trustees who, being members of The Friends, shall be elected in accordance with either clause (e) or clause (g) below (“the Elected Trustees”).

RETIREMENT IN ROTATION OF TRUSTEES:  7.b) At each Annual General Meeting one third in number of the Elected Trustees or if their number is not a multiple of three, then two shall retire from office, (thus the Incumbent shall not be included in determining the number of trustees required to stand down.

7.c) The Trustees to retire in every year shall be those who have been longest in office since their last election, but as between persons who became Trustees on the same day, those to retire (unless they otherwise agree among themselves) shall be determined by lot.

7.d) A retiring Trustee shall with his/her consent be eligible for re-election.

7.e) No person other than a Trustee retiring at the Meeting shall, unless recommended by the Trustees, be eligible for election to the office of Trustees unless not less than seven days before the date appointed for the Annual General Meeting there shall have been left with the Chairman or Secretary of the Trustees a nomination signed by two Friends duly qualified to attend and vote at that meeting proposing an eligible candidate to stand for election as a trustee who shall also sign the nomination to signify his/her consent.

7.f) The Friends may from time to time by resolution at an Annual General Meeting increase or reduce the number of Trustees and may also determine in what rotation the increased or reduced number is to go out of office.

CASUAL VACANCIES:  7.g) The Trustees shall have power at any time to appoint any Friend to be a Trustee, either to fill a casual vacancy or as an addition to the existing Trustees, but so that the total number of Trustees shall not at any time exceed the number fixed in accordance with these regulations. Any Trustee so appointed shall hold office only until the next Annual General Meeting, and shall then be eligible for re-election, but shall not be taken into account in determining the Trustees who are to retire by rotation at such meeting.

DUTIES OF THE TRUSTEES:  7.h) The Trustees shall at their first meeting following the Annual General Meeting in each year elect a Secretary and Treasurer from their own number. All matters concerning the organization business and finance of The Friends shall be in the hands of the Trustees. The Quorum at all Trustees’ meetings shall be three.

7.i) In the event that the Examiner appointed in accordance with clause 4© above becomes unavailable or professionally unsuitable to act before the expiry of the year of his appointment, the Trustees may appoint a replacement to fill the vacancy.

DUTIES OF THE TREASURER:  8. The Treasurer shall be responsible for paying into the bank monies received for The Friends to the credit of a Bank Account which shall have been opened in the name of The Friends of St Gregory’s Minster, Kirkdale, and the Account shall be operated on the signature of at least two Trustees one of whom shall be the Treasurer or Chairman. The Treasurer shall keep such accounts and pay such debts of the Friends as the Trustees shall authorize and render to the Trustees as directed by them account of all monies received and expended on behalf of The Friends. Further the Treasurer shall be responsible for filing annual accounts with the Charity Commission as and when necessary.

FINANCIAL YEAR:  9. The Financial Year of The Friends shall end on the thirty first day of December in each year, to which date the Accounts of The Friends shall be balanced for audit by the Examiner and approval by members at the following Annual General Meeting.

SPECIAL ANNUAL GENERAL MEETINGS:  10.a) The Chairman may at any time call a Special General Meeting of the Friends.

10.b) The Trustees shall call a Special General Meeting of the Friends within forty days of a request in writing being received by the Chairman or Secretary from each of any ten members, stating the purpose for which the Meeting is required with a draft of their proposed resolution.

10.c) Notice of a Special General Meeting shall be served in the same manner as set out in clause 4b above.

10.d) The voting procedure at a Special General Meeting shall be the same as that for an Annual General Meeting.

ALTERATION OF CONSTITUTION:  11.a) Any alteration to the Constitution shall require the assent of not less than two-thirds of the Members present at an Annual General Meeting.

11.b) A resolution for the alteration of the Constitution must be received by the Chairman or Secretary of The Friends at least 40 days before the date of the Meeting at which the resolution is to be considered and details included with the Notice to members of that Meeting.

11.c) Provided always that no alteration to either clause 2 above or this clause shall take effect until the approval in writing of the Charity Commission or other authority having charitable jurisdiction shall have first been obtained, and no alteration shall be made which would have the effect of causing The Friends to cease to be a charity in law.

DISSOLUTION:  12. The Friends may be dissolved by a Resolution passed by a two-thirds majority of those present and voting at an Annual General Meeting. Such resolution may give instructions for the disposal of any assets held by or in the name of The Friends, provided that if any property remains after the satisfaction of all debts and liabilities such property shall not be paid to or distributed among the members of The Friends but shall be given or transferred  to such other charitable institution or institutions having objects similar to some or all of the objects of The Friends as The Friends may determine and if and in so far as effect cannot be given to this provision then to some other charitable purpose.