MOTHERS’ UNION. NORWICH DIOCESE
Registered Charity 249682
CONSTITUTION – 2017
The name of the charity is Mothers’ Union: (Norwich Diocese). It is an unincorporated association registered as charity number 249682. It is affiliated to Mothers’ Union, a charity incorporated by Royal Charter (charity number 240531) through its shared aim and objects, and by virtue of its acceptance as an affiliate by the central charity. The Mothers’ Union in the Diocese of Norwich will draw its membership from and operate within the diocese.
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1. AIM
The Aim of the Society is the advancement of the Christian religion in the sphere of marriage and family life, and in furtherance of the said Aim (but not otherwise) to carry out all or any of the following Objects, that is to say-
1.1 to uphold Christ’s teaching on the nature of marriage and to promote its wider understanding;
1.2 to encourage parents to bring up their children in the faith and life of the Church;
1.3 to maintain a world-wide fellowship of Christians united in prayer, worship and service;
1.4 to promote conditions in society favourable to stable family life and the protection of children;
1.5 to help those whose family life has met with adversity The Aim of the Organisation and Society is the advancement of the Christian religion in the sphere of marriage and family life.
2. PURPOSE
To be specially concerned with all that strengthens and preserves marriage and Christian family life. The vision of Mothers’ Union is of a world where God’s love is shown through loving, respectful, and flourishing relationships. Mothers’ Union is firmly rooted in a voluntary ethos. Its governance, leadership, and activities are driven by and undertaken through its members.
3. DIOCESAN PATRON
The Bishop at the time shall be a Patron. The Bishop exercises the right to appoint the Honorary Chaplain in discussion with the Diocesan President.
4. HONORARY CHAPLAIN
The Chaplain’s term of office is for three years with eligibility for reappointment for one further term of three years.
Appointments to be made in the second year of any triennium. The Chaplain may (as a non-voter) attend such meetings of the Trustee Board as he/she wishes.
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MEMBERSHIP (See also Regulation 1)
Subscribing Membership is open to all who have been baptised in the name of the Holy Trinity, or at the Bishop’s discretion, and declare their support for the Aim and Objects of the Society. Membership is dependent on the continued payment of the Annual subscription.
- Subscribing members may either be affiliated to a Diocesan Branch (Branch member)
- or not (Diocesan member), as they may individually wish. Branches are Parish or Benefice-based organisations, set up by the Diocesan Mothers’ Union with the agreement of the Incumbent. Any subsequent need to close a Branch can only be done so after consultation. (See Regulations 10 and 11)
- The Trustees may only refuse an application for membership if doing so would, in their reasonable and proper opinion, be in the best interests of the Charity.
- The Trustees will keep a register of members.
- A member whose subscription is six months in arrears ceases to be a member but may be reinstated on payment of the amount due.
- A member may resign by written notice to the Charity.
- The Trustees may by resolution terminate the membership of any member on the grounds that in their reasonable opinion the member’s continued membership would be harmful to the Charity. The Trustees may only pass such a resolution after notifying the member in writing and considering the matter in the light of any written representations which the member puts forward within 14 clear days after receiving notice.
6. DIOCESAN BOARD OF TRUSTEES
The affairs of the Mothers’ Union in the diocese shall be managed by a body of Trustees, to be known as the Mothers’ Union Diocesan Board of Trustees. Subject to this Constitution the Trustees may exercise all such powers and do all such things as may be necessary for the good governance of the Diocesan Mothers’ Union and in particular (but not by way of limitation) they shall:
6.1 promote or carry out appropriate research;
6.2 provide appropriate advice;
6.3 publish or distribute appropriate information;
6.4 provide practical support for relationships and family life in the area in which the charity operates, and financial and other support for the work of Mothers’ Union worldwide;
6.5 appoint a Treasurer and other honorary officers from among their number.
6.6 insure the property of the Charity against any foreseeable risk and take out other insurance policies to protect the Charity when required;
6.7 pay the costs of forming the Charity;
6.8 raise funds. In exercising this power, the trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
6.9 buy, take on lease or in exchange, hire or otherwise acquire, property, and to maintain and equip it for use;
6.10 sell, lease, or otherwise dispose of, all or any part of the property belonging to the charity. In exercising this power the trustees must comply as appropriate with sections of the prevailing Charities Act (currently 117 – 123 of the Charities Act 2011);
6.11 borrow money and to charge the whole or any part of the property belonging to the charity, as security for repayment of the money borrowed. The trustees must comply as appropriate with sections of the prevailing Charities Act (currently 124 126 of the Charities Act 2011) if they wish to mortgage land owned by the charity;
6.12 do anything else within the law which promotes or helps to promote the Objects;
6.13 make such administrative changes as are detailed in the Regulations.
6.14 delegate any of their functions to committees consisting of two or more individuals appointed by them but at least two members of every committee must be Trustees and all proceedings of committees must be reported promptly to the Trustees.
6.15 make standing orders consistent with this Constitution to govern proceedings at general meetings.
6.16 make rules consistent with this Constitution to govern their proceedings and proceedings of committees.
6.17 make regulations consistent with this Constitution to govern the administration of the Charity (including the operation of bank accounts and the commitment of funds).
6.18 resolve, or establish procedures to assist the resolution of, disputes within the Charity.
6.19 exercise any powers of the Charity which are not reserved to a general meeting.
7. THE ROLE OF THE TRUSTEES
7.1 Trustees will:
7.1.1 determine policy and strategy;
7.1.2 ensure continuing compliance with the requirements of the Charity Commission;
7.1.3 produce a three-year rolling plan;
7.1.4 manage and supervise the finances of the Diocesan Mothers’ Union;
7.1.5 present independently examined accounts to the Annual Meeting;
7.1.6 monitor, review and evaluate the work of the Diocesan Mothers’ Union;
7.1.7 receive resolutions from, and present twice-yearly reports to Diocesan Council;
7.1.8 ratify the appointment of elected Diocesan Officers;
7.1.9 ensure communication is maintained with members, clergy, the central organisation, and the public at large;
7.1.10 prepare an annual report in line with the current requirements of the Charity Commission and Mary Sumner House;
7.1.11 monitor the Constitution in terms of performance and compliance;
7.1.12 manage all triennial elections and prepare a timetable and background papers for them;
7.1.13 comply with such legislation as their work may require, seeking expert advice as necessary.
7.2 Meetings
7.2.1 The Board of Trustees should meet five times a year and at such other times as the President may deem necessary. The Administrative Officer and the Accounts Officer / Treasurer should be in attendance.
7.2.2 A meeting of the Trustees may be held either in person or by suitable electronic means agreed by the Trustees in which all participants may communicate with all other participants so that they can all see and hear each other.
7.2.3 Every issue may be determined by a simple majority of the votes cast at a meeting of the Trustees but a resolution which is in writing and signed by all the Trustees is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature.
7.2.4 Except for the chairman of the meeting, who has a second or casting vote, every Trustee has one vote on each issue.
7.2.5 A procedural defect of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting of the Trustees.
7.3 Trustees Quorum
Fifty percent of the voting members (one of which must be the President or Vice-president) plus one other member (voting or nonvoting) shall form a quorum.
7.4 The Board of Trustees shall consist of the following:
The Diocesan President (chairman)
Vice-president (who will be one of the members below)
Twelve trustees including Unit Co-ordinators (see Section 12)
Treasurer/ Accounts Officer
Powers of Co-Option to the board of Trustees: Trustees shall have the power to co-opt up to two additional Trustees, appropriate to the needs of the Society. To be reviewed annually.
7.5 Conditions of Trusteeship
7.5.1 A person in receipt of a salary, an honorarium or wage from the society shall not be eligible for election as a Trustee;
7.5.2 Except with the prior written approval of the Charity Commission no trustee may: receive any benefit in money or in kind from the charity; or have a financial interest in the supply of goods or services to the charity; or acquire or hold any interest in property of the charity (except in order to hold it as trustee of the charity);
7.5.3 Every Trustee after appointment or reappointment must sign a declaration of willingness to act as a trustee of the Charity before he or she may vote at any meeting of the Trustees;
7.5.4 If not present at 3 consecutive meetings without good cause, as decided by the Diocesan President, a member may forfeit the right to be a Trustee;
7.5.5 An annual schedule of agreed meetings of the Trustees shall be published each autumn and additional meetings shall be called with not less than two weeks’ notice;
7.5.6 50% of the Trustees may, at any time, request the President, in writing, to call an extra meeting. The reason must be notified to Board Members in writing before the date of the meeting;
7.5.7 No member may serve for longer than nine consecutive years as a Trustee; (see section 13.2)
7.5.8 A technical defect in the appointment of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting;
7.5.9 Anyone taking office during the first year of a triennium shall be deemed to have served the whole period and may serve only one further term in that office; if it is during the second or third years they may serve for two further terms.
7.5.10 A Trustee’s term of office automatically terminates if he or she: is disqualified under
the Charities Act from acting as a charity trustee; is incapable, whether mentally or physically of managing his or her own affairs; and is asked by a majority of the other Trustees to resign; ceases to be a member of the Charity, but such a person may be reinstated by resolution of all the other members of the Trustees on resuming membership of the charity before the next AGM; resigns by written notice to the Trustees (but only if at least two Trustees members will remain in office);
8. THE ANNUAL REPORT
8.1 The Annual Report shall contain:
8.1.1 a statement of the organisation’s Aim and Objects;
8.1.2 a list of Trustees with meeting attendance;
8.1.3 a statement of strategy for the following year;
8.1.4 reports from the President, Chaplain, Units and Diocesan Projects;
8.1.5 a statement of Trustees’ financial responsibilities, Risk assessment and accounting policies;
8.1.6 a Financial report from the Finance and Central Services Unit coordinator;
8.1.7 the Independent Examiner’s report on the accounts;
8.1.8 a signed statement of the Accounts;
8.2 The Report shall be distributed as follows:
8.2.1 a copy to each Trustee;
8.2.2 a copy to the Bishop, as Patron;
8.2.3 copies to the Suffragan Bishops and Archdeacons;
8.2.4 a copy to the MSH;
8.2.5 a copy to the Charity Commission.
The Report shall also be published on the web site of the Mothers’ Union (Norwich Diocese). An abbreviated report containing in full the reports from the President, Chaplain, Unit Co-ordinators and Projects leader and a shortened statement of the Annual accounts shall be prepared and distributed to all Branches and Diocesan Members, and is available elsewhere on request.
9. ANNUAL GENERAL MEETING
9.1 Members are entitled to attend general meetings of the Charity in person. General meetings are called on at least 21 days’ written notice to the members specifying the business to be transacted.
9.2. There is a quorum at a general meeting if the number of members personally present is at least 5 per cent of the members. If a quorum is not present, then the meeting must be reconvened on a date within the next 30 days. If the reconvened meeting is also inquorate, then the members present will constitute a quorum, subject to a minimum of 3 members.
9.3 The Chairman or (if the Chairman is unable or unwilling to do so) some other member elected by those present presides at a general meeting.
9.4 Except as otherwise determined in this constitution, every issue at a general meeting is determined by a simple majority of votes cast by the members present.
9.5 Except for the chairman of the meeting, who has a second or casting vote, every member present in is entitled to one vote on every issue.
9.6 An AGM must be held in every year. The first AGM may be held at any time within 18 months after the formation of the Charity.
9.7 At an AGM the members:
9.7.1 Receive the financial statement and independently examined accounts
9.7.2 Receive the report of the Trustees on the Charity’s activities since the previous AGM made within the context of the published Annual Report (see Section 8);
9.7.3 Accept the retirement of those elected Trustees who wish to retire or are retiring at the end of their term of office;
9.7.4 Approve the appointment of an auditor or independent examiner for the Charity where required;
9.7.5 Discuss and determine any issues of policy or deal with any other business put before them by the Trustees.
9.8. Any general meeting which is not an AGM is an EGM. (Extraordinary General Meeting)
9.8.1 An EGM may be called at any time by the Trustees and must be called within 14 clear days after a written request to the Trustees from at least ten per cent of the members.
10. OFFICE HOLDERS
Except in exceptional circumstances, it will not be possible for one person to hold more than one Diocesan office at any one time. However, with the minuted agreement of the Trustees, and where it is within the best interests of the Mothers’ Union, members may hold more than one diocesan office. The need to hold more than one Diocesan office will be approved by Trustees on an individual basis.
11. DIOCESAN COUNCIL (see also Regulation 2)
11.1 The Diocesan Council is the consultative body which: –
11.1.1 elects and supports the Trustees and receives their reports;
11.1.2 provides a forum for discussion and debate;
11.1.3 provides an advisory forum for the Trustees;
11.1.4 makes proposals for consideration by the Trustees;
11.1.5 provides working groups as and when necessary.
11.2 The Council shall comprise:
11.2.1 A Diocesan President;
11.2.2 all members of the Diocesan Trustee Board;
11.2.3 the Immediate Past President (for one triennium following completion of service as Diocesan President);
11.2.4 diocesan Trustee appointees to Unit Committees;
11.2.5 the Area Leaders;
11.2.6 the branch Leaders (or a representative elected by the Branch to whom the vote is transferred);
11.2.7 one Diocesan member per every 10 such members per Area from each Area – (elected by the diocesan members in their respective Area);
11.2.8 any member on World Wide Council or a Central Committee who is resident in the diocese.
12. UNIT COMMITTEES (see also Regulations 3 and 5)
The work of the Mothers’ Union within the Diocese is carried out, in the main through unit committees determined at each triennium to help support the Board in their duties.
Each unit committee is chaired by a co-ordinator, who will be expected to represent the Diocese at relevant centrally organised events and/or participate in centrally led consultations and projects in their areas of responsibility.
The role of the unit committee coordinators: –
12.1 To work with the Diocesan President in furthering the work of the Mothers’ Union in the Diocese;
12.2 to receive information from Central Mothers’ Union and channel it to the President, Trustees and Members;
12.3 to assist in planning strategy;
12.4 to enable Diocesan policy, within their remit, to reach Branches and members;
12.5 to liaise with branches and Areas in matters related to their sphere of work;
12.6 to provide a forum for communication.
13. TRIENNIAL ELECTIONS – DIOCESE, AREAS AND BRANCHES
Elections are held every three years to coincide with Central triennial elections. (see Regulation 6)
13.1 All elected office holders shall retire after three years;
13.2 They will be eligible for re-election or appointment provided they shall not serve for more than two terms of three years in any post nor more than nine consecutive years as a trustee (see also section 7.5.7);
13.3 All elections shall be by secret ballot.
14. SUBSCRIPTIONS
14.1 Every member is required to pay the annual subscription published by the Diocesan Board of Trustees at the Annual Meeting
14.2 Information on CURRENT SUBSCRIPTIONS for Branch and Diocesan Members is available from the Mothers’ Union Office.
14.3 Anyone joining in the first 6 months of the year will be expected to pay the full Annual subscription. Anyone joining in the second half of the year will pay half the subscription for that year.
15. FINANCE
15.1 The Diocesan Financial Year extends from 1st January to 31st December and applies equally to Branches and Areas.
15.2 All operations are subject to Financial Standing orders approved by the Trustees.
15.3 The Diocesan Charity Number 249682, should appear on all correspondence and cheques.
15.4 The Diocesan Mothers’ Union is an active organisation, which contributes to the life of the church and community. Funds need to be raised for the work of the Mothers’ Union within the Diocese and worldwide. Methods of fund-raising must be approved by the Trustees.
15.5 The trustees shall comply with the accounting requirements of the prevailing Charities Act (currently Charities Act 2011), relevant to the income/expenditure level of their charity, with regard to:
15.5.1 The keeping of accounting records for the charity;
15.5.2 The preparation of annual statements of account for the charity;
15.5.3 The auditing or independent examination of the statements of account of the charity;
15.5.4 The preparation of an Annual Report and the sending of it together with the statements of account to the Charity Commission;
15.5.5 the preparation of an Annual Return and its transmission to the Commission;
15.5.6 the Trustees must keep proper records of:
15.5.6.1 all proceedings at general meetings;
15.5.6.2 all proceedings at meetings of Trustees;
15 5.6.3 all reports of committees;
15.5.6.4 all professional advice obtained.
15.5.7 accounting records relating to the Charity must be made available for inspection by any Trustee at any time during normal office hours and may be made available for inspection by members if the Trustees so decide.
15.5.8 a copy of the Charity’s latest available statement of account must be supplied on request to any Trustee or member. A copy must also be supplied, within two months, to any other person who makes a written request and pays the Charity’s reasonable costs.
15.6 Bank accounts
The trustees shall ensure that the assets of the charity are to be held in the name of the charity.
Bank accounts will be in the name of the charity and not that of one or more individual trustees.
There should be two signatories for each cheque and Trustee approval for other bank instructions.
There should be sufficient signatories to the account to ensure smooth operation of the accounts.
16. Amendment of constitution
Subject to the following provisions of this clause the constitution/rules may be amended after the report of a Constitution Working Party to the trustees, discussion and approval of the trustees followed by a resolution passed by not less than two-thirds of the voting members present at a diocesan council meeting.
The notice of the meeting must include notice of the resolution setting out the terms of the amendment proposed.
No amendment may be made to clause 2. (The aim, purpose and object clause), clause 7.5.2 (Trustees not to have a personal interest clause), clause 17 (The dissolution clause), this clause or the trustees’ power of investment, and no amendment may be made which would allow the trustees to spend any permanent endowment of the charity without the prior written approval of the Commission.
No amendment may be made which would have the effect of making the charity cease to be a charity at law.
The trustees must: (a) promptly send to the Commission a copy of any amendment made; and (b) keep a copy of any such amendment with this constitution.
17. Dissolution of the Charity
If the charity trustees decide after consultation with the Central trustees of Mothers’ Union that it is necessary or advisable to dissolve the charity, they shall call a meeting of all members of the charity of which not less than 21 days’ notice (stating the terms of the resolution to be proposed) shall be given.
If the proposal is confirmed by a two-thirds majority of those present and voting, the charity trustees shall have power to realise any assets held by or on behalf of the charity.
Any assets remaining after the satisfaction of any proper debts and liabilities shall be given or transferred to another charity within Mothers’ Union affiliation, or if that is not possible to such other charitable institution or institutions having objects similar to the object of this charity as the members of the charity may determine, or, if that cannot be done, shall be applied for some other charitable purpose.
