OF THE FRIENDS OF NETHERBURY CHURCH
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.
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
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
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.
3.1 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.
4.1 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
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
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.
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
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
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.
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
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.
9.1 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
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.
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.
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.
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
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.