CONSTITUTION OF THE FRIENDS OF NETHERBURY CHURCH

1 Name
The name of the association is "The Friends of Netherbury Church" (hereafter referred to as The Friends) the Church being the Parish Church St Mary situated in Netherbury, Dorset in the Deanery of Lyme Bay and within the Diocese of Salisbury.

2 Objects and Powers
2.1 The Friends is established for the provision of funding to the Parochial Church Council (the PCC) of the Parish Church of St Mary, Netherbury (hereafter referred to as St Mary's) for the restoration, preservation, renewal, repair, maintenance and improvement of the fabric, furniture, fixtures and fittings including the electrical and heating systems, stained glass windows, the bells and associated mechanism, the clock and its workings, the pipe organ and other musical instruments or means of musical and vocal enhancement and reproduction, its churchyard and grounds as defined in the Land Registry title plan number DT371417 always in association and co-operation with the incumbent and the PCC for the benefit of the community and all visitors to St Mary's.
2.2 In furtherance of such objects but not otherwise The Friends may:
2.2.1 raise funds by any lawful means and through any lawful activity and invite and receive contributions from any person or persons whatsoever by way of subscriptions, donations, legacies and otherwise provided that The Friends shall not apply to Trusts or for grant funding or undertake permanent trading activities in raising funds for its charitable purposes;
2.2.2 make grants of money and gifts of other property to the PCC of St Mary's exclusively for the purpose of the said objects;
2.2.3 make any payment or transfer of its capital or income or any part thereof as appropriate to the PCC;
2.2.4 invest the monies of The Friends not immediately required for the said objects in or upon such investments, securities or property as may be thought fit, subject to the unanimous approval of the full Committee and to such conditions as may for the time being be imposed or required by law;
2.2.5 freely give of their time, talents and abilities to the furtherance of publicising and assisting at fundraising events and generally assist those responsible for the care and maintenance of St Mary's and its churchyard;
2.2.5 arrange and provide for or join in arranging and providing for the holding of exhibitions, performances of the arts, meetings, lectures and classes as shall further the activities of, or raise funds for, The Friends;
2.2.7 collect and disseminate information on all matters affecting the objects;
2.2.8 cause to be written and printed or otherwise reproduced and circulated, gratuitously, or otherwise, such papers, books, periodicals, pamphlets or other documentation or recorded media whether audio or visual or both, within the Laws of Copyright, as shall promote and further the objects;
2.2.9 do all such other lawful things as are necessary for the attainment of the said objects.

3 Membership
3.1 Membership shall be open to any person over the age of eighteen (18) who is interested in and values the preservation of St Mary's and in furthering the work of The Friends and who has paid the annual subscription or donation as laid down from time to time by the Committee referred to in clause 5 and who accepts and abides by the terms of the Constitution.
3.2 Every member shall have one vote but if there is an equality of votes the Chair shall have a casting vote in addition to any other vote he or she may have.
3.3 The Committee shall have the right:
3.3.1 to approve or reject applications for membership and
3.3.2 for good and sufficient reason to terminate the membership of any individual by a Resolution of the Committee formally proposed and seconded and passed by a majority of two-thirds of the members of the Committee provided that the member concerned shall have the right to be heard by the Committee before a final decision is made.
3.4 A person shall cease to be a member if he or she resigns by giving notice in writing to the Secretary or if his or her subscription or donation is more than six months overdue.
3.5 Honorary members may be appointed at the discretion of the Committee but such members shall not be entitled to vote.

4 Managing Committee
4.1 Only members of The Friends shall be eligible to serve as elected members being Trustees of the Managing Committee (hereafter referred to as the Committee).
4.2 Subject as hereinafter mentioned the policy and general management of the affairs of The Friends shall be directed by the Committee which shall meet not less than three (3) times a year and at such meetings any questions arising must be decided by a majority of votes and in the case of an equality of votes the Chair shall have a second or casting vote.
4.3 The founding members of the Committee shall be elected at the Inaugural Public Meeting called to launch The Friends and thereafter the Committee shall be elected by the membership of The Friends at subsequent Annual General Meetings.
4.4 At the Inaugural Public Meeting the Committee, once elected, shall formally adopt this Constitution.
4.5 The Committee shall consist of seven (7) elected members two (2) of whom are appointed by the PCC. The Committee will elect the Officers; Chairman, Secretary and Treasurer as part of the proceedings of the Inaugural Public Meeting and subsequent Annual General Meetings.
4.6 Nomination to membership of the Committee may be made by any member or Trustee in writing prior to an Annual General Meeting stating their intention to propose a person who is willing to act as a Trustee.
4.7 The proceedings of the Committee shall not be invalidated by any failure to elect any such proposed person.
4.8 Election to the Committee shall be for three (3) years, except that at the Inaugural Public Meeting one third of the members shall be elected for one (1) year and one third of the members shall be elected for two (2) years, these members to be chosen by ballot after all members have been elected. One third of the elected membership shall retire annually, but shall be eligible for re-election immediately.
4.9 In addition to the members so elected the Committee may co-opt up to 2 further members of The Friends who shall be full members of the Committee entitled to vote and who shall serve the Committee until the conclusion of the next Annual General Meeting.
4.10 The Committee may appoint sub-committees as may be deemed necessary by the Committee and shall determine their terms of reference, powers, duration and composition provided that a majority of members of any special or standing sub-committees shall be members of the Committee. All acts and proceedings of such sub-committees shall be reported to the Committee as may be determined by the Committee.
4.11 The Committee shall take all reasonable measures to protect the security of the Membership List.
4.12 Subject as herein provided no Committee member or individual Custodian Trustee that may be appointed by the Committee may receive any payment or fees or other benefit from The Friends other than repayment of reasonable out of pocket expenses directly incurred on behalf of The Friends and approved by the Committee.
4.13 Any member of the Committee or any individual or corporate Custodian Trustee for the time being hereof being a solicitor or other person engaged in any profession shall be entitled to charge and be paid for all usual professional and other charges for work done by him or his firm when instructed by his co-trustees so to act in that capacity on behalf of the charity hereby created.

5 Disqualification and Removal of Trustee Committee Members
5.1 Any member of the Committee, being a Trustee of The Friends, shall cease to hold office if he or she:
5.1.1 is disqualified by virtue of section 72 of the Charities Act 1993 (or any statutory amendment to that provision);
5.1.2 ceases to be a member of The Friends;
5.1.3 fails to act in accordance with the objectives of the Friends or ceases to be an active Trustee;
5.1.4 becomes incapable by reason illness, injury or disability of managing and administering his or her own affairs;
5.1.5 resigns as a Trustee by notice to The Committee providing at least two Trustees remain in office when the resignation takes effect;
5.1.6 is absent without the agreement of the Trustees from all Committee meetings held within a period of six (6) consecutive months and the Trustees resolve that he or she vacate their position on the Committee.

6 Subscriptions or Donations
The Committee shall determine the amount of the subscription or donation and may vary the amount from time to time and establish different rates of subscription or donation for different categories of membership. Subscriptions or donations shall be due on the first day of the financial year of The Friends.

7 General Meetings of The Friends
7.1 An Inaugural Public Meeting shall be held to explain the reasons and objectives for launching a Friends scheme, vote in the Founding Committee and open membership to The Friends.
7.2 The first Annual General Meeting of The Friends shall be held not later than fifteen (15) months after the Inaugural Public Meeting of The Friends and once in each year subsequently an Annual General Meeting shall be held at such time, not being more than fifteen (15) months after the holding of the preceding Annual General Meeting, and place as the Committee shall determine.
7.3 At least twenty-one (21) clear days notice shall be given in writing by the Secretary of The Friends of the date, time and venue and the business to be transacted of any Annual General Meeting.
7.4 At such Annual General Meeting the business shall include the election of the Committee; a report on the work done by the Committee during the year; the consideration and approval of the examined accounts; the appointment of an independent examiner and the transaction of such other matters as may from time to time be necessary.
7.5 The Trustees may at any time call a Special General Meeting. Additionally the Trustees must call a Special General Meeting if requested to do so in writing, stating the nature of business to be discussed, by at least ten (10) members or one tenth of the membership, whichever is the greater. Such meeting must be held within twenty-eight days of the request.

8 Rules of Procedure at all Meetings
8.1 Quorum There shall be a quorum at a meeting of The Friends when at least ten percent (10%) of the membership shall be present and the quorum at a Committee meeting shall be at least two (2) Officers and two (2) members one (1) of which will have been previously nominated by the PCC.
8.2 Conflict of Interest If trustees have a conflict of interest relating to any business under discussion they must declare it and take no further part in proceedings.
8.3 Voting Save as otherwise provided all questions arising at any meeting shall be decided by a simple majority of those present and entitled to vote. No person shall exercise more than one vote but in the case of an equality of votes the Chairman of the meeting shall have a second or casting vote.
8.4 Minutes Minute books shall be kept for ten (10) years by the Committee and all sub-committees unless the Committee decides that a verbal report minuted at the next formal meeting of the Committee is all that will be required of a sub-committee. The Secretary shall enter in the minute book a record of all proceedings, resolutions and appointments of sub-committees.
8.5 Standing Orders and Rules The Committee shall have the power to adopt and issue Standing Orders and or Rules of The Friends which shall come into operation immediately providing always that they shall be subject to review by The Friends at the next Annual General Meeting and shall not be inconsistent with the provisions of this Constitution.

9 Finance
9.1 A Bank Account shall be opened in the name of The Friends with such bank as the Committee shall from time to time decide. The Committee shall authorise in writing the Treasurer, the Secretary and two (2) members of the Committee to sign all cheques and other forms of authorisation for the transfer of funds on behalf of The Friends and all such cheques and other forms of authorisation for the transfer of funds must be signed by not less than two (2) of the four (4) authorised signatories.
9.2 All monies raised by or on behalf of The Friends and all monies gifted or donated to The Friends shall be handed to the Treasurer who shall pay the same into the aforesaid bank account of The Friends and all such monies shall be applied to further the objects of The Friends and to defray all proper costs and for no other purpose.
9.3 The Committee shall cause true and proper records and annual statements of account to be kept of the finances of The Friends and the Treasurer shall be responsible for keeping and maintaining such records and books of account.
9.4 The annual accounts of The Friends shall be examined at least once a year by an independent examiner appointed at the Annual General Meeting and the Committee shall cause such accounts to be presented at the Annual General Meeting following the end of the previous financial year .
9.5 The financial year of The Friends shall be as determined by the Committee.

10 Custodian Trustee - Property
10.1 The title to all real or personal property which may be acquired by or on behalf of The Friends shall be vested in either a corporation lawfully entitled to act as Custodian Trustee or in not less than two (2) or more than four (4) individual Custodian Trustees not being members of the Committee as the Committee shall appoint from time to time.
10.2 Individual Custodian Trustees if appointed by the Committee may be removed from office by The Friends at an AGM or a Corporate or a Custodian Trustee may resign his trusteeship by notice in writing to the Committee provided that there are at least two (2) continuing Corporate Trustees or Custodian Trustees. The Committee shall have power to appoint new Corporate or individual Custodian Trustees.
10.3 All investments belonging to The Friends shall be held in the names of the Custodian Trustees.

11 Alterations to the Constitution
Any alteration to this Constitution shall require the assent of two-thirds (?rds) of the members of The Friends present and voting at an Annual General Meeting or General Meeting specially called for the purpose of which meeting not less than 21 days notice in writing stating the proposed alterations shall be given. No alteration to Clause 2 (Objects and Powers), Clause 8 (Finance) and Clause 11 (Dissolution) or to this clause shall take effect unless and until the written approval of the Charity Commissioners shall have been obtained. No alteration shall be made which would have the effect of causing The Friends to cease to be a charity at law.

11 Dissolution
If the Committee by a majority of two-thirds (?rds) decide at any time that on the grounds of expense, or otherwise, it is necessary or advisable to dissolve The Friends it shall call an Extraordinary General Meeting of all members of The Friends who have the power to vote of which meeting not less than 21 days notice in writing stating the terms of the Resolution to be proposed shall be given. A Resolution to dissolve The Friends shall require a majority of at least two-thirds (?rds) of the members present and voting at such Extraordinary General Meeting. If such decision be confirmed to dissolve The Friends by the said majority of those present and voting at such meeting the assets remaining after satisfying all outstanding debts and liabilities shall be distributed or transferred to the Parochial Church Council of St Mary's Church, Netherbury and if such gift is incapable of being fulfilled then to such other charitable institution or institutions having objects similar to the objects of The Friends as The Friends may determine with the approval of the Charity Commissioners provided that no monies or other assets be distributed to the Committee or members of The Friends.

12 Notices
Any requirement to hold a General Meeting of The Friends requires a minimum of twenty-one (21) clear days notice specifying the date, time and place of the meeting and the general nature of the business to be transacted. The notice must state whether it is an Annual General Meeting or a Special General Meeting to conform with the requirements of Clauses 7.3 and 7.5, such notice being served in writing by the Secretary by placing it in the porch of St Mary's Church, Netherbury, in the Team News, on the Netherbury Village Notice Board and on the website of The Friends. In the case of members of The Friends whose home address is not in the Parish then such notice shall be sent to the members by e-mail or by pre-paid letter post to their notified address and shall be deemed to have been received within seven (7) days of posting.

March 2010