Constitution

ROUND TOWER CHURCHES SOCIETY CONSTITUTION

NAME

1.         Name. The name of the Society is the ‘ROUND TOWER CHURCHES SOCIETY’.

2.         Charity.  The Society is registered with the Charity Commission as a Charity (Registered charity No 267996).

PURPOSE AND OBJECTIVES

3.         Purpose.  To raise public awareness of Round Tower Churches and give grants to help maintain them.  

4.        Objectives. The objectives of the Society are to promote knowledge and understanding of the architecture and religious symbolism of Round Tower Churches within the United Kingdom.

The Society is to: 

a.         Create and promote an interest of Round Tower Churches among members of the public;

b.         Give grants to Round Tower Churches in need of financial assistance as defined under the grants section;

c.         Arrange guided visits to Round Tower Churches;

d.         Arrange Study Days and talks to other Societies and Organisations to promote the Round Tower Churches Society;

e.         Produce and publish information for distribution on appropriate media platforms.

ORGANISATION

5.         Trustees and Officers

a.         Trustees.  Four officers from the Committee shall be appointed to be Trustees of the Society.  Their appointments and names are to be lodged with the Charity Commission.  The four shall normally be the Chairman, Hon Treasurer, Hon Grants Officer and Hon Secretary.  They are to be re-elected annually at the Annual General Meeting.

b.         Trustee Purpose.  Trustees accept ultimate responsibility for everything the Society/charity does. The Trustees are responsible for the vision, mission and management of the Society. They are accountable if things go wrong. They can delegate some tasks to the Committee.

c.         Committee Composition.        The Society shall be managed by a Committee consisting of the four Trustees and not more than eight other Officers all elected annually in Annual General Meeting for one year.  All Officers shall be eligible for re-election.  Nomination for election to the Committee should be received in writing before the date of the Annual General Meeting.  Four Officers of the Committee, of which two must be Trustees shall constitute a quorum. 

d.         Committee Purpose.  Committee shall have the following over-arching purposes:

(1)        Raise funds and donations;

(2)        Promote the Society;

(3)        Award and apply funds and grants to carry out the work of the Society;

(4)        Co-operate and support other societies and charities with similar purposes;

(4)        Co-operate with the Charity Commission and other Government offices including HRMC;

(5)        Ensure the Society operates lawfully and within appropriate governance ensuring adherence to regulation and statute.

6.              Disqualification and removal of committee officers and Trustees.  An Officer or Trustee shall cease to hold office if he or she:

a.     is disqualified from acting as a Trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);

b.    ceases to be a member of the Society;

c.   has become physically or mentally incapable of continuing to act as a Trustee for a period of more than six months.  This will be based on the written evidence of a registered medical practitioner; 

d.    resigns as a Trustee by notice to the Society (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or

e.    is absent without the permission of the Trustees from all their meetings held within a period of six consecutive months and the Trustees resolve that his or her office be vacated.

7.         Membership

a.      Membership is open to individuals over eighteen or organisations that are approved by the Trustees; 

b.    Membership is not transferable to anyone else;

c.    The Trustees must keep a register of names and addresses of the members in line with GDPR.

8.         Termination of membership.  Membership is terminated if:

a.    the member dies or, if it is an organisation, it ceases to exist;

b.     the member resigns by written notice to the charity;

c.    any sum due from the member to the Society is not paid in full within six months of it falling due;

d.    the member is removed from membership by a resolution of the Trustees that it is in the best interests of the charity that his or her membership is terminated.

9          President.  The Committee may at their discretion nominate for election as President at the Annual General Meeting any person who in their opinion has given distinguished service to the Society or its aims and objects.  Such person shall serve as President for a term of five years and shall be eligible for re-election on the nomination of the Committee for a further term of five years.  The President may retire at the Annual General Meeting on giving the Committee three months notice of his or her intention of so doing.  The President shall have no executive functions but may be asked to preside at the Annual General Meeting.  The President has no casting vote, and the conduct of votes at the Annual General Meeting remains in the hands of the Chairman.

OPERATION

10.       Proceedings of Committee

a.         The Committee may regulate their proceedings as they think fit, subject to the provisions of this constitution;

b.         Any Officer of the Committee may call a meeting through the Hon Secretary;

c.         The Hon Secretary must call a meeting of the Trustees if requested to do so by a Trustee;

d.         Votes and questions arising at a meeting must be decided by a simple majority;

e.         No decision may be made by a meeting of the Committee unless a quorum is present and with a record of other Committee members vote;

f.          Four Officers of the Committee, of which two must be Trustees shall constitute a quorum.

11.       Conflicts of interests and conflicts of loyalties.  An Officer or Trustee must declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the charity or in any transaction or arrangement entered into by the charity which has not been previously declared.

12.       Minutes.  The Trustees must keep minutes of all:

a.         appointments of Officers and Trustees made by the members;

b.         proceedings at meetings of the Society;

c.         meetings of the Trustees and including;

(1)   the names of the Officers and Trustees present at the meeting;

(2)   the decisions made at the meetings; and

(3)   where appropriate the reasons for the decisions.

GENERAL MEETINGS

13.       General meetings

a.         An Annual General Meeting must be held annually and not more than fifteen months may elapse between successive Annual General Meetings. This is open to all members; 

b.         All general meetings other than Annual General Meetings shall be called special general meetings;

c.         The Trustees may call a special general meeting at any time;

d.         The Trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the Trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution.

14.       Notice

a.         The minimum period of notice required to hold any general meeting of the charity is fourteen clear days from the date on which the notice is deemed to have been given;

b.         A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote;

c.         The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an Annual General Meeting, the notice must say so;

d.         The notice must be given to all the members and to the Officers and Trustees.

15.       Quorum

a.         No business shall be transacted at any general meeting unless a quorum is present;

b.         A quorum is 25 members entitled to vote upon the business to be conducted at the meeting;

c.         The authorised representative of a member organisation shall be counted in the quorum.

16.       Votes.     Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.

FINANCE

17.       Accounts, Annual Report, Annual Return.   The Trustees must comply with their obligations under the Charities Act 2011 with regard to:

a.         the keeping of accounting records for the Society;

b.         the preparation of annual statements of account for the Society;

c.         the transmission of the statements of account to the Charity Commission;

d.         the preparation of an Annual Report and its transmission to the Charity Commission;

e.         the preparation of an Annual Return and its transmission to the Charity Commission;

f.          Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Charity Commission.

18.       Subscription.  The annual subscription shall be reviewed annually at the Annual General Meeting on the recommendation of the Committee.  The annual subscription is payable on or before the first of March, June, September or December immediately following the application for membership and entitles the member to receive copies of the magazine for the ensuing year. Overseas members shall pay a supplement to the normal Annual Subscription to cover the extra cost of mailing their copies of the magazine.

19.       Grants.  One of the main objectives of the Round Tower Churches Society is the support of churches through grants for repairs and improvements.  Funds for grants come from two main sources:

a.         Subscriptions- about 80% of members’ subscription goes towards grants for churches;

b.         Gifts, donations and bequests– from a variety of sources.

(1)        Donations that exceed minimum subscription;

(2)        Legacies;

(3)        Sales of Society books;

(4)        Talks;

(5)        Special events such as study days.

20.       Grant Applications.  Applications are considered on the grounds of the historic and architectural significance of the building and also on a parish’s engagement with the history and interpretation of the site/building. We also look at the essential nature of the work required and the ability of the parish to contribute financially to the project. Although grants are to be normally awarded before the work has been completed there may occasions, and at the discretion of the committee, that grants will be awarded after the work has been completed.  Works eligible for funding support the following:

a.         Roof repairs

b.         Masonry repairs

c.         Rainwater disposal and drainage

d.         Floor Repairs

e.         Windows

f.          Heating and Lighting if in support of safety of the church fabric.

g.         Professional Fees in support of the above.

Support is also given in an emergency for works identified between reports; for instance, after a weather event or criminal activity such as roof lead theft. The grant form is simple and straightforward.   An example is at Annex A.   A decision will normally be made within six weeks and no later than the next quarterly Committee meeting.

21.       The following works are ineligible:

a.   Installation of facilities such as kitchens and toilets;

c.   Renewal of heating and lighting unless in support of the safety of the church fabric;

d.   Repairs to bells, organs and clock mechanisms;

e.   VAT recovery.

22.       Insurance.  The Society must have in place suitable insurance in particular and as a minimum public liability insurance. 

23.       Banking and Investment.  Open and operate such bank and other accounts as the Trustees consider necessary.  To invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the Trustees of a trust are permitted to do by the Trustee Act 2000.  Investments shall likewise be made in the names of the Trustees but with the authority of the Committee.  Cheques and other withdrawals shall be signed by any two of the Trustees.  Electronic banking is necessary and authorised under the Bank’s charity guidelines to allow the Treasurer to operate without signature.

24.       Fraud.  Trustees are custodians of their charities and so are legally responsible for ensuring that charitable funds are properly used. They are publicly accountable and have legal duties and responsibilities under charity law to safeguard the Society, its funds and assets.  The Trustees will:

a.         Hold an anti fraud policy and review annually. See Annex B;

b.         have appropriate internal financial controls in place to ensure that all the Society’s funds are fully accounted for and are spent in a manner that is consistent with the purpose of the Society;

c.         keep proper and adequate financial records for both the receipt and use of all funds together with audit trails of decisions made and funds spent. Records must be sufficiently detailed to verify that funds have been spent properly as intended, and in a manner consistent with the purpose and objectives of the organisation;

d.         give careful consideration to what other practical measures they may need to put in place to ensure they take reasonable steps to protect the Society’s funds and so meet their legal duties;

e.         give careful consideration to what due diligence, monitoring and verification of use of funds they need to carry out to meet their legal duties;

f.          deal responsibly with incidents when they occur, including prompt reporting to the commission and any other relevant authorities, and ensuring the Society’s funds are secure.

LEGISLATION AND REGULATION

25.       Charity Commission.  The Charity Commission regulates and registers charities in England and Wales. It produces guidance for trustees on how they should meet their legal duties and responsibilities.  The Round Tower Churches Society as a registered charity has to keep to the rules and regulations set by the Charity Commission.   If the Society fails to do so the Commission can take away the status as a registered charity.

26.       Privacy policy. A privacy policy in line with General Data Protection Regulations is to be drawn up and displayed prominently both on line and in print.   The information that falls within the scope of the Data Protection Act, will also fall within the scope of the

GDPR. The detailed policy is at Annex C and is to be reviewed annually.

27.       Cyber Policy.  A Cyber policy in line with Charity Commission and Government policy and guidance is to be found at Annex D.

28.       Safeguarding.  The nature and activities of the Society do not require a safeguarding policy.   This is retained on the risk register and is reviewed formally annually.

29.       Risk Register.  The Society retains a full risk register.  The risks are reviewed as required; as a minimum annually.  The risk register is not available to ordinary members.

30.       Amendment of constitution.  Any Officer or Trustee can make a recommendation for a change to the constitution.  All changes to the constitution must be voted on within the Committee and must be ratified at the Annual General Meeting.  Complex changes to the constitution need to be advised to membership 14 days before the Annual General Meeting.   The Society may amend any provision contained in Part 1 of this constitution provided that:

a.         no amendment may be made that would have the effect of making the Society cease to be a charity at law;

b.         no amendment may be made to alter the objectives if the change would undermine or work against the previous objectives of the Society;

c.         any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of the members present and voting at a general meeting;

d.         A copy of any resolution amending this constitution shall be sent to the Charity Commission within twenty one days of it being passed.

31.       Society Dissolution.   

a.         If the members resolve to dissolve the Society the Trustees will remain in office as Charity Trustees and be responsible for winding up the affairs of the Society in accordance with this clause.

b.         The Trustees must collect in all the assets of the Society and must pay or make provision for all the liabilities of the Society.

c.         The Trustees must apply any remaining money:

(1)        directly for the objectives;

(2)        by transfer to any charity or charities for with purposes the same as, or similar to, the Society

(3)        in such other manner as the Charity Commission for England and Wales (‘the Commission’) may approve in writing in advance.

d.         The members may pass a resolution before or at the same time as the resolution to dissolve the Society specifying the manner in which the Trustees are to apply the remaining property or assets of the Society. The Trustees must comply with the resolution if it is consistent with paragraphs (a) – (c).

e.         In no circumstances shall the net assets of the Society be paid to or distributed among the members of the Society. If a member is a charity in itself, an exception can be made.

f.          The Trustees must notify the Commission promptly that the Society has been dissolved. If the Trustees are obliged to send the Society’s accounts to the Commission for the accounting period which ended before its dissolution, they must send the Commission the Society’s final accounts.

Annexes:

  1. Grant Form
  2. Anti-Fraud Policy
  3. GDPR Policy
  4. Cyber Policy.