Governing Document

The governing document is to be reviewed at a meeting on November 3rd 2009 for application to our Church. This is the new draft governing document to be approved at our AGM in January.

Governing Document November 2009
1	THE CHURCH AND ITS NAME
1.1	The Church means members of the charitable unincorporated association governed by this constitution and known as Temple Hill Baptist Church (or such other name as shall subsequently be adopted by decision of the Church Members’ Meeting and with the consent of the Charity Commission).¹
2	PURPOSE
2.1	The principal purpose of the Church is the advancement of the Christian faith according to the principles of the Baptist denomination. The Church may also advance education and carry out other charitable purposes in the United Kingdom and/or other parts of the world.
3	BELIEFS
3.1	As a Member of the Baptist Union the Church subscribes to the Union’s Declaration of Principle: ² "That our Lord and Saviour Jesus Christ, God manifest in the flesh, is the sole and absolute authority in all matters pertaining to faith and practice, as revealed in the Holy Scriptures, and that each church has liberty, under the guidance of the Holy Spirit, to interpret and administer His laws. That Christian Baptism is the immersion in water into the name of the Father, the Son and Holy Ghost, of those who have professed repentance towards God and faith in our Lord Jesus Christ who ‘died for our sins according to the Scriptures; was buried, and rose again on the third day’. That it is the duty of every disciple to bear personal witness to the gospel of Jesus Christ, and to take part in the evangelisation of the world."

4	ACTIVITIES
4.1	In fulfilling the Purpose the Church will engage in a range of Activities either on its own or with others that will vary from time to time with Activities being initiated, expanded, or closed, as appropriate.
4.2	The Activities may include but are not restricted to: ³ regular public worship, prayer, Bible study, preaching and teaching; baptism, as defined in the Union’s Declaration of Principle; the Communion of the Lord’s Supper which shall normally be observed at least once a month; ⁴ evangelism and mission, locally, regionally, nationally and internationally; the teaching, encouragement, welcome and inclusion of young people; nurture and growth of Christian disciples; education and training for Christian and community service; giving and encouraging pastoral care; supporting and encouraging charitable social action in the United Kingdom and abroad; encouraging relationships with and supporting Baptists and other Christians.
4.3	Notwithstanding the appointment of persons to accept responsibility for any of the Activities all individuals, organisations, groups, and committees operating within the life of the Church, and their leaders, shall be accountable to the Charity Trustees and also through any specific direction of the Church Members’ Meeting.
5.	AFFILIATION AND RELATIONSHIPS
5.1	The Church is a member of the Baptist Union of Great Britain (Baptist Union) and The London Baptist Association (Association). ⁵
5.2	The Church will normally promote, encourage, support and advance the work of the Baptist Union, the Association and BMS World Mission through prayer, through financial contributions and, where appropriate, by making personnel available from the membership of the Church. When it is able the Church will also support local Baptist and ecumenical gatherings. ⁶

6	BELONGING TO THE CHURCH
6.1	The responsibilities of membership normally include: attending worship and participating in Church Activities; personal prayer and Bible study; participation at the Communion of the Lord’s Supper as a privilege and a priority; helping the Church whenever possible by using gifts and abilities to advance the Purpose of the church through its Activities; attending and participating in Church Members’ Meetings; giving regular financial support to the Church in proportion to personal resources and circumstances; ⁷ upholding Christian values. ⁸
6.2	If there are differences that lead to difficulties between members of the Church (and it is recognised that these will sometimes arise) each member should try to resolve the situation with gentleness and humility following Christian and Biblical principles. It may be necessary for another wise and experienced member of this Church (or if invited a member of a neighbouring Church or representative of the Association) to act as mediator or friend to those seeking to achieve reconciliation. ⁹
7	JOINING AND BECOMING A CHURCH MEMBER
7.1	Baptism by immersion upon personal profession of faith is the normal mode of entry into the membership of a Baptist church. ¹⁰
7.2	The church shall apply the following Baptismal qualification for Church Membership. Open membership so that persons seeking membership who have not been baptised in the manner described in the Union’s Declaration of Principle may at the discretion of the Church Members’ Meeting be accepted for full membership based on their own public profession of faith. ¹¹
7.3	Church Membership is open to those who: accept the Beliefs of the Church; meet the Church’s qualification on Baptism; ¹² commit themselves to serving Christ within the Church and beyond; abide by the decisions of the Church Members’ Meeting; acknowledge their responsibilities as Church Members; have their membership application accepted by the Church Members’ Meeting.
7.4	A person wishing to become a Church Member shall apply in a manner determined by the Church Members’ Meeting. ¹³
7.5	The Church Members’ Meeting will consider and vote on the application for membership and if accepted the new member will normally be welcomed publicly.
8	THE MEMBERSHIP LIST
8.1	A list of the current Church Members shall be maintained by the Charity Trustees incorporating routine changes because of additions or deletions arising through death, transfer to another church, resignation, or a resolution by Church Members’ Meeting. ¹⁴
8.2	Routine changes to the membership list shall be reported at the next convenient Church Members’ Meeting.
8.3	In order to keep the membership list up to date the membership list shall be reviewed at least once every three years when the Church Members’ Meeting may resolve to make any appropriate deletions. ¹⁵
8.4	At any time, in exceptional circumstances where the conduct of a Member is considered to be contrary to the Purpose and Beliefs of the Church and/or disruptive to the relationships between Members then the Charity Trustees may recommend to a Church Members’ Meeting that the membership of that person be reviewed. The Church Members may, after considering the facts, terminate the membership of that person. The Church Member shall be allowed to hear what is said at the Church Members’ Meeting, to correct any errors of fact and offer any explanation of the circumstances or reasons for their actions before withdrawing from the meeting so that the Church Members’ Meeting may prayerfully and carefully consider whether they should resolve to remove that person’s name from the list of Members. ¹⁶
9	CHURCH MEMBERS’ MEETINGS
9.1	Church Members shall meet together in a Church Members’ Meeting under the guidance of the Holy Spirit and under the Lordship of Christ to discern the mind of God in the affairs of the Church.
9.2	The Church Members’ Meeting shall have reserved authority in the appointment and removal of a Minister, the appointment and removal of Charity Trustees, decisions related to church property including (without limitation) any purchase, sale, lease, mortgage, or redevelopment of property, the administration of the membership list, and the closure of the Church.
9.3	Any decisions taken under 9.2 in relation to property must comply with the requirements of statute law and any specific property trusts under which the land and buildings are used and occupied by the church.
10.	ORDINARY AND SPECIAL CHURCH MEMBERS’ MEETINGS
10.1	There are two types of formal Church Members’ Meetings, Ordinary Church Members’ Meetings and Special Church Members’ Meetings.
10.2	Ordinary Church Members’ Meetings shall be held at regular intervals on not less than three occasions in any calendar year (January, May and September) and shall be an opportunity to consider and review routine matters associated with the life of the Church including issues related to church membership, the appointment and dismissal of the Charity Trustees, the approval of the budget, with opportunities for considering proposals from the Charity Trustees or other Church Members for the development of the Church and the advancement of its Purpose through its Activities.
10.3	One Ordinary Church Members’ Meeting each year shall include the Annual Church Members’ Meeting for the Church Members to receive annual accounts and reports, to appoint Auditors or Independent Examiners, and to consider proposals for the strategy and vision of the church in the coming year, with other appropriate matters.
10.4	A Special Church Members’ Meeting shall be convened when necessary to consider the appointment or dismissal of a minister, matters relating to the purchase, sale, lease, mortgage or redevelopment of church property, the closure of the church, or matters considered by the Charity Trustees to be of sufficient importance to require the calling of a Special Members’ Meeting.
11	CALLING CHURCH MEMBERS’ MEETINGS
11.1	Church Members’ Meetings shall be convened by the Charity Trustees so as to be convenient for as many Church Members as is reasonable.
11.2	An Ordinary Church Members’ Meeting shall be properly convened if as a minimum requirement the date, time and place for the meeting are publicised at the worship service or services on the previous Sunday (or other regular weekly meeting time when the Church gathers together) with an indication (if possible) of the matters to be considered. ¹⁷
11.3	A Special Church Members’ Meeting shall be properly convened if as a minimum requirement the date, time and place for the meeting are publicised, with as full an indication of the matters to be considered as possible, at the public worship service or services on the two previous Sundays (or other regular weekly meeting time when the Church gathers together). ¹⁸
11.4	Additional meetings whether Special or Ordinary shall be convened by the Charity Trustees as necessary but they shall have specific responsibility to convene a Special Church Members’ Meeting as soon as possible upon the receipt of a written request for a meeting signed by at least one tenth of the church membership or twelve Church Members, whichever is the less.
11.5	Members, invited guests, and, if publicly invited, those who normally attend church events may attend a Church Members’ Meeting but only Members may vote.
12	THE CONDUCT OF CHURCH MEMBERS’ MEETINGS
12.1	Worship including prayer and the reading of Scripture shall be a key feature of the Church Members’ Meeting. The discussion of any matters affecting the life and activities of the Church shall be set in this context with the intention that, so far as possible, practical issues are not perceived as being separate from the spiritual aspects of the Church.
12.2	A quorum of 25% of the total number of Church Members shall apply to Church Members’ Meetings. ¹⁹
12.3	The Church Members’ Meeting shall appoint a person (who may or may not be a Minister of the church) to chair the Church Members’ Meetings.
12.4	A resolution passed at either an Ordinary Church Members’ Meeting or a Special Church Members’ Meeting shall not be rescinded within one year, unless notice of the resolution for rescission is given at the Church Members’ Meeting prior to that at which there is to be a vote on the resolution to rescind. ²⁰
13	VOTING
13.1	Members shall, so far as possible, seek consensus on all matters considered at a Church Members’ Meeting.
13.2	For matters requiring a decision a vote shall be taken and the outcome of the vote recorded as the resolution of the Members.
13.3	Each Member shall have one vote which they may use at the Church Members’ Meeting after hearing about the issues and any comments or questions raised by other Members in advance of the vote.
13.4	No proxy votes shall be allowed and no postal votes shall be valid
13.5	If any matter requires a decision affecting or involving individuals and any embarrassment might arise by a public vote then a secret ballot shall be held if requested and agreed by the Church Members’ Meeting.
13.6	If a secret ballot is to be held two persons will be appointed as scrutineers to the ballot to count the votes. The person chairing the Church Members’ Meeting shall announce the outcome without necessarily revealing the numbers of votes. ²¹
13.7	Except for the Appointment of Charity Trustees referred to in clause 15.12 a resolution at an Ordinary Church Members’ Meeting shall be carried if supported by a majority of the Members present, entitled to vote and voting. ²²
13.8	If there is an equality of votes on any matter at an Ordinary Church Members’ Meeting the resolution will be considered rejected and the matter shall be referred back to the submitter for review and if appropriate resubmission to a subsequent meeting for consideration. ²³
13.9	A resolution at a Special Church Members’ Meeting shall be carried if supported by at least two thirds of the Members present, entitled to vote and voting. ²⁴
13.10	The Church Members’ Meeting or Charity Trustees may want a higher measure of support for a particular resolution but a higher proportion of votes for a resolution shall not override the arrangements in clauses 13.7 or 13.9 unless, before the vote is taken, the Church Members’ Meeting passes a further or enabling resolution referring to that particular resolution and specifying the proportion of votes necessary to pass it. ²⁵
13.11	Although Members of any age may attend and participate in a Church Members’ Meeting the minimum age for voting will be 18 as determined by the Church Members’ Meeting.
14	MINUTES
14.1	The business conducted at Church Members’ Meetings and, in particular, any decisions of the Members shall be recorded in the Minutes for future reference.
14.2	The Minutes shall be written or printed and filed in a book or binder set aside for this purpose using materials of sufficient quality to ensure that they survive for many years and shall be kept in a safe place. ²⁶
14.3	Each set of Minutes shall be approved by the Church Members attending the next Church Members’ Meeting. They shall have the opportunity to review the Minutes and to correct any errors of fact before a formal vote on the approval of the Minutes is taken. If the Minutes are approved the person chairing the Church Members’ Meeting shall confirm the Members’ acceptance of the Minutes by signing and dating them as a correct record of the preceding meeting. ²⁷
14.4	The signed Minutes shall be conclusive evidence of the decisions taken at the Church Members’ Meeting to which they relate.

15	THE APPOINTMENT AND REMOVAL OF CHARITY TRUSTEES
15.1	The statutory definition of Charity Trustees in Section 97(1) of the Charities Act 1993 is "persons having the general control and management of the administration of a charity." ²⁸
15.2	The Church Members’ Meeting shall appoint Charity Trustees to be responsible for the governance of the Church and where there is a Minister that person is a Charity Trustee because of their role and responsibilities. Subject to any specific or general directions of the Church Members’ Meeting and the provisions of 9.2 the control management and administration of the Church shall be by the Charity Trustees, save that the Charity Trustees are not required to do anything that would cause them to be in breach of this Constitution or any trustee duty placed upon them as a result of this role. ²⁹
15.3	No person may serve as a Charity Trustee if they are disqualified. ³⁰
15.4	Charity Trustees shall with the possible exception of any newly appointed Minister be chosen from among the Church Members with the maximum number of Charity Trustees being agreed from time to time by the Church Members’ Meeting. ³¹
15.5	In this church it shall be the Minister(s) if any and Deacons, The Secretary and The Treasurer who together are the Charity Trustees of the Church at the time of adoption of this constitution or the registration of the Charity with the Charity Commission. ³²
15.6	The Church Members’ Meeting shall arrange for the appointment of a Church Secretary and Church Treasurer (or equivalents) who shall by the nature of their responsibilities be Charity Trustees.
15.7	At all times a majority of the Charity Trustees shall be persons (who are not disqualified by statute) who have been baptised in the manner described in the Declaration of Principle in clause 3.
15.8	A close family member (spouse, parent, child, sibling) of a serving Charity Trustee shall be eligible for appointment as a Charity Trustee. ³³
15.9	Charity Trustees shall serve so long as they have the support of the Church Members’ Meeting and (except for those in ministerial office) shall be actively appointed and reappointed at least once every three years.
15.10	Charity Trustees (except for those in ministerial office) shall be appointed for an initial three year term with the opportunity to be nominated for reappointment at the end of each three year term.
15.11	The appointment of Charity Trustees shall be undertaken by processes that are public, clear and open so that all Church Members are enabled to consider prayerfully who should be appointed as Charity Trustees. The process shall ensure that notice is given of any forthcoming election so that Church Members may freely nominate prospective Charity Trustees whose names shall be submitted (after they have indicated a willingness to be appointed) for decision to the Church Members with the intention of ensuring that those appointed have a sufficient level of support from them.
15.12	In this church:-
	15.12.1	Nominations for the role of Charity Trustee other than a Minister shall be made to the Church Secretary (or equivalent) not later than three Sundays (or other regular weekly meeting time when the Church gathers together) before the Ordinary Church Members’ Meeting at which the election is to be held. Nominations must be submitted in writing with the supporting signature of two other Church Members and the consent of the candidate. No person may nominate more candidates than there are places vacant. Requests for nominations shall be made at all services on the two Sundays (or other regular weekly meeting time when the Church gathers together) immediately before that day when nominations must cease.
	15.12.2	Voting shall be by secret ballot at an Ordinary Church Members’ Meeting. Church Members shall be asked to vote for those nominated candidates who they believe would serve the church well as Charity Trustees. Each Member may vote for as many nominees as they believe meet this criteria. [The number of candidates, being not more than the number of vacancies, receiving the highest number of votes shall be elected provided each candidate shall have received votes from at least 66% of those members voting. ³⁴
15.13	A technical defect in the appointment of a Charity Trustee of which the Charity Trustees were unaware at the time does not invalidate decisions taken by the Charity Trustees.
15.14	A Special Church Members’ Meeting may rescind the appointment of any Charity Trustee (except for those in ministerial office) at any time.
15.15	Where a Special Church Members’ Meeting is considering the dismissal of a Charity Trustee (except for those in ministerial office) the Charity Trustee shall be allowed to hear what is said to the Church Members’ Meeting and to correct any errors of fact and offer any explanation of the circumstances or reasons for their actions before withdrawing so that the Church Members’ Meeting may prayerfully and carefully consider whether the appointment should be terminated.
16	RESPONSIBILITIES OF CHARITY TRUSTEES
16.1	The Charity Trustees shall be responsible for the governance of the Church and the fulfilment of the Purpose through its Activities acting according to the will of God as discerned by the Church Members’ Meeting and subject to any specific or general directions of the Church Members’ Meeting in relation to the matters set out in clause 9.2.
16.2	The Charity Trustees should keep in an appropriate state of repair and insure to their full value against fire and other usual risks all the buildings of the Charity (except those where the responsibility is of a third party where they shall use reasonable endeavours to ensure that the third party does so). They must ensure that suitable public liability and employer’s liability insurance is in place.
17	PROCEEDINGS OF CHARITY TRUSTEES
17.1	Worship including prayer and the reading of Scripture shall be key features of any meeting of the Charity Trustees whose leadership and administration of the church shall be characterised as much by mutual accountability, service, and pastoral care, as strategic thinking and effective management.
17.2	The Charity Trustees shall determine when and how frequently they shall meet provided that they shall convene meetings of the whole group not less than once every two months.
17.3	The Charity Trustees shall determine a quorum for their full meetings that shall not be less than two persons or half of their number whichever is the greater number.
17.4	Notwithstanding the joint and several responsibilities of all the Charity Trustees and in addition to regular meetings of the whole group they may meet in such sub-groups as are necessary and convenient. Reports of such subgroup meetings must be made to the next full Charity Trustees Meeting.
17.5	For matters requiring a decision the Charity Trustees shall, so far as possible, seek consensus on all matters considered at their meetings but where this is not possible a vote shall be taken and the outcome recorded as the resolution of the Charity Trustees.
17.6	Each Charity Trustee shall have one vote to be exercised at the meeting.
17.7	Every issue may be determined by a simple majority of votes cast at a meeting of the Charity Trustees but if there is an equality of votes on any matter the resolution will be considered rejected and the matter shall be referred back to the submitter for review and if appropriate resubmission to a subsequent meeting for consideration.
17.8	The Charity Trustees shall always act in accordance with the provisions of this Constitution and the general law.
17.9	Subject to clause 9.3 the Charity Trustees shall act in accordance with the specific directions of the Church Members’ Meeting in relation to matters relating to church property including any purchase, sale, lease, mortgage or redevelopment of church property.
17.10	Minutes shall be prepared of the proceedings at the meetings of the Charity Trustees including any appointments, the names of those present, the decisions taken, and where appropriate the reasons for the decisions and the Charity Trustees shall decide from time to time whether all or part of these minutes shall be treated as confidential.
17.11	Charity Trustees shall respect the confidentiality of their meeting.
18	POWERS OF CHARITY TRUSTEES
18.1	The Charity Trustees shall have specific power subject to any general or specific directions of the Church Members’ Meeting to apply for and accept grants and to provide security in respect of obligations under grant agreements.
18.2	For the avoidance of doubt the Charity Trustees shall have power to borrow money, receive grants, give guarantees and or security for loans, and to make grants or loans of money towards the advancement of the Purpose. In the event of a charge over land and/or buildings being required this must be consistent with provisions in the trusts for the land and with statute law.
18.3	For the avoidance of doubt the Charity Trustees shall have power to make grants to other charities working elsewhere in the United Kingdom and/or other parts of the world.
19	APPLICATION OF INCOME AND CAPITAL
19.1	The Charity Trustees must use the income and may use the capital where trusts permit it to be spent to promote the Purpose provided that the Charity Trustees may apply an appropriate reserves policy in accordance with the general law. ³⁵
20	REMUNERATION OF CHARITY TRUSTEES
20.1	With the exception only of a Minister or Ministers as authorised by clause 23, or a remuneration permitted under clause 20.2 no Charity Trustee (or any person, firm or company connected with the Charity Trustee) may be paid or receive any other direct or indirect benefit for being a Charity Trustee except the reimbursement of reasonable and proper expenses and other payments permitted by statute or specifically authorised by the Charity Commission.
20.2	Where it is proposed that a Charity Trustee (or person, firm or company, connected with the Charity Trustee) is to be employed or receive remuneration or sell goods or services or any interest in land to the Church and where this gains the approval of the Church Members’ Meeting then this shall be permitted only if: the Charity Trustee or any person connected with the trustee who may benefit directly or indirectly from the proposed remuneration declares an interest in the proposal before discussion on the matter begins; ³⁶ absents himself or herself (or in the case of any connected persons themselves) from any part of any meeting at which the proposal is discussed and takes no part in any discussion of it and is not counted in determining whether any such meeting is quorate; does not vote on the proposal; the remaining Charity Trustees who do not stand to receive the proposed benefit are satisfied that it is in the interests of the Church to contract with or employ that Charity Trustee (or connected person) rather than another independent person and must record the reason for their decision in the minutes; in reaching that decision the Charity Trustees must balance the advantage of contracting with or employing a Trustee against the disadvantage of doing so (especially the loss of the Trustee’s services as a result of dealing with the Trustee’s conflict of interest); The Charity Trustees authorising the proposed transaction comprise a majority of the Charity Trustees body and have not received any such benefit.
21	MINISTERS
21.1	The Church may have a Minister or more than one Minister or no Minister. Where a Minister is appointed it is expected that they will become a Member of the Church.
21.2	A Minister of this Church shall accept the Beliefs being the Baptist Union’s Declaration of Principle.
21.3	Where the Church has a Minister she or he shall be in relationship with the Baptist Union and the Association normally expressed by being on the Baptist Union’s Register of Covenanted Persons Accredited for Ministry.
21.4	The Minister, whether or not they are on the Register of Persons Accredited for Ministry shall be supportive of the Church’s relationships with other Baptist Churches, the Association and the Baptist Union.
21.5	The tasks fulfilled by Ministers will vary depending on individual ability and gifting but a Minister is normally expected to be involved in the Activities of the Church with an emphasis on the leading of worship and prayer, the teaching of the Christian faith and the pastoral care of individuals. The Minister shall work with the Church towards achieving its Purpose through its Activities. ³⁷
21.6	Notwithstanding any legal status afforded to a Minister by statute the Church recognises that the Minister and the Church are in a Covenant relationship based on Christian love and trust and mutual accountability. A Minister shall be in a relationship of mutual accountability with the other Charity Trustees and also with the Church Members.

22	THE APPOINTMENT AND REMOVAL OF MINISTERS
22.1	When the Church is seeking to appoint a Minister it will normally consult the appropriate staff within the Association before commencing any appointment process and follow, so far as practicable, the Baptist Union’s procedures and recommended terms for the settlement of Ministers.
22.2	A Minister will be appointed or removed by a resolution of the Church Members at a Special Church Members’ Meeting at any time. ³⁸
22.3	Where a Special Church Members’ Meeting is considering the dismissal of a Minister the Minister shall be allowed to hear what is said to the Church Members’ Meeting and to correct any errors of fact and offer any explanation of the circumstances or reasons for their actions before withdrawing so that the Church Members’ Meeting may prayerfully and carefully consider whether the appointment should be terminated.
22.4	The Church and the Minister shall normally agree ‘terms and conditions of appointment’ including termination procedures based on the standard terms of appointment published by the Baptist Union of Great Britain.
23	THE REMUNERATION OF MINISTERS
23.1	Notwithstanding the fact that any Minister or Ministers appointed by the Church are Charity Trustees they will be entitled to be paid an agreed and reasonable remuneration or stipend out of the funds of the Church.
24	PASTORAL VACANCIES AND THE APPOINTMENT OF A MODERATOR
24.1	When there is no appointed Minister the Church Members’ Meeting may appoint a person who is a Church Member or a member of another Baptist Church to be the Moderator (but if they do not do so then the Association may make an appointment of a suitable person) who will hold this office until a new Minister is appointed or until they resign or are released or dismissed by the Church Members’ Meeting. ³⁹
25	FINANCE
25.1	The Charity Trustees are jointly and severally responsible for the financial administration of the Church.
25.2	Once in each year the Charity Trustees shall present a budget of subsequent years’ projected income and expenditure at a convenient Church Members’ Meeting.
26	RECORD KEEPING AND ACCOUNTING
26.1	The Church’s annual financial year will run from 1 January to 31 December.
26.2	Financial statements of all Church organisations that form part of the Activities shall be presented to the Charity Trustees and incorporated into the Church’s financial statements.
26.3	A statement of the Church Accounts (audited or independently examined as required by law) shall be received by a Church Members’ Meeting.
26.4	Financial Records, annual reports and statements of account relating to the Church for the previous six years must be available for inspection by any Charity Trustee.
26.5	The law requires Charity Trustees to make the annual report and accounts available to any person who requests these. The Charity Trustees may make a reasonable charge to cover the administration costs of meeting this request.
27	CONSTITUTION
27.1	A copy of this Constitution will be made available to Church Members and to every applicant for membership with the intention that every Member shall be informed about the organisation of the Church and be enabled to participate in the life of the Church and in Church Members’ Meetings.
27.2	No amendment may be made to this Constitution that would have the effect of making the Charity cease to be a charity at law.
27.3	Subject to clauses 27.4 and 27.5 this Constitution may be altered only by a resolution of a Special Church Members’ Meeting.
27.4	No amendment may be made to clause 20.2 or 28.2 without the prior written permission of the Charity Commission.
27.5	Nothwithstanding the provisions 27.3 and 27.4 a resolution of a Special Church Members’ Meeting altering clauses 2, 3, 5, 7.5, 8.1, 9.1, 9.2, 15.2, 15.11, 27.3 or 28.1. shall have no legal effect unless (a) at least 6 months before the Special Church Members’ Meeting at which the resolution is considered, or such shorter period as may be agreed in writing by each of the bodies referred to in clause 5.1, the Church shall have given to those bodies written notice of the wording of the resolution and (b) the Church has afforded to those bodies reasonable opportunities, if those bodies so require, for enabling representatives of those bodies to meet representatives of the Church, to make representations to the Church Members’ Meeting, and to consider with the Church whether the proposed resolution might be withdrawn, amended or replaced by a different resolution. ⁴⁰
28	CLOSURE
28.1	If the Church resolves to close it shall notify the Baptist Union of Great Britain and the Baptist Association. ⁴¹
28.2	If the Church shall resolve to close or shall cease to meet for worship for at least six months the assets of the Church, after the satisfaction of debts and liabilities (not being property assets subject to separate trusts) shall be applied for Christian charitable purposes as decided by a Special Church Members’ Meeting or, failing decision in that way, as decided by the Association and notified to the Union.
28.3	The Charity Trustees of Churches that are registered charities shall notify the Charity Commission of any closure or dissolution.
28.4	The property assets shall be dealt with by the holding trustees in accordance with the property trusts.

Footnotes

Once a charity is registered changes of name need to be agreed with the Charity Commission.
The quotation is the Declaration of Principle that is included in section 3 of the constitution of the Baptist Union of Great Britain, as at May 2007.
Some of the activities listed will happen in all churches, but other activities will vary depending on local circumstances and the availability of suitable volunteers.
Most Baptist churches invite all Christians to share in the Communion of the Lord’s Supper. This invitation is a matter for local decision, as are matters related to participation by children and young people.
Interdependency is another characteristic of Baptist Churches. This has often been demonstrated informally through co-operation between churches and expressed formally through joining a Baptist Association and the Baptist Union.
Interdependency is also expressed through supporting national and international Baptist mission initiatives and working ecumenically.
Although there may be encouragement to give financially this is a private matter.
The church is a community of Christian believers in which members respect, serve, encourage and help each other and work with others so that the Purpose, Beliefs, and Activities of the Church are maintained and developed.
This is suggested as a way of resolving differences within the Church.
This is the usual initial mode of entry for new candidates into the membership of a local Baptist church, but once in membership individuals can usually transfer to another Baptist church.
This is open membership. It allows a church to welcome as members people who have not been baptised by immersion as believers, even though the candidate may be encouraged to consider prayerfully Believers’ Baptism.
The Church’s qualification on Baptism is set out in clause 7.2.
The process should enable applicants to find out about the church, the responsibilities of Membership, and enable the Church Members’ Meeting to make an informed decision about the application.
Maintaining an up-to-date list is important because of the need to know the identity of Members entitled to vote at Church Members‘ Meeting.
Revising a membership list should be approached with care and pastoral concern for the individuals involved. The removal of any individual who cannot attend because of advanced age or illness is not envisaged. This process is intended to allow the Membership List to be kept up to date with adjustments to take account of people who have left the area or with whom the church has lost contact.
This is a framework for dealing with the termination of membership. The clause should operate only after all attempts at reconciliation have been exhausted.
This approach enables the Church to use all possible means to ensure that members know a meeting is planned. It is desirable that an indication of the agenda is provided.
Items for discussion at a Special Church Members’ Meeting may have long term implications so more notice and information is needed. It is imperative that members have notice of the matters to be considered.
Churches wishing to set a quorum may wish to describe this as a proportion of the membership, but setting a quorum too high may make it difficult to convene meetings that are able to take decisions.
This avoids issues being re-examined repeatedly without allowing time for implementation of valid decisions and giving time for further thought and prayer.
An announcement of who has been elected need not include any indication of how close, or otherwise, the decision was.
This wording means that an abstention is a decision not to vote, and therefore it is not counted as a vote against the proposal.
The alternative pattern of a resolution being carried by a decision of those members present and entitled to vote has not been offered. The Charity Commission has indicated that experience in case work and decisions taken in various court cases make the creation of this kind of arrangement unacceptable. Uncertainty would be created around the question of the significance and interpretation of an abstention.
If the use of a casting vote is critical a period of reflection is probably appropriate.
See footnote 22.
It may be appropriate to test the Members’ support for very significant decisions by setting a higher tariff than for most Ordinary or Special Church Members’ Meeting resolutions. It is important that the arrangements are clear and accepted by the Members before the vote is taken on the main proposal. For example, a decision to buy a new site may only be financially viable if there is wholehearted support from all the Members, so a vote of 85% in favour of the resolution may be sought.
Old Minute books should be preserved for historic interest and lodged in a suitable archive.
It is good practice to make minutes available to members in advance of the meeting.
The statutory definition is included because a variety of titles are used for church leaders. The term Managing Trustees or Charity Trustees has usually been used to distinguish the local role from the function of property or holding Trustee.
Baptist churches are characterised by non-hierarchical leadership arrangements. Governance of a local Baptist church is achieved through the Church Members meeting together to consider matters related to the life and work of the Church. Local Baptist Churches have nevertheless appointed individuals to responsibilities within the church so its mission can be advanced through the effective and deliberate sharing of tasks, within a framework of mutual accountability.
Persons under the age of 18 years or otherwise unable to manage their own affairs, un-discharged bankrupts or persons who are insolvent, those with an unspent conviction for a serious offence involving dishonesty, those convicted of a serious offence involving children or those disqualified from appointment as a company director may not be appointed as a Charity Trustee, unless the Charity Commission has received a specific application and granted a waiver.
In Baptist Churches the Church Members have gathered together regularly in a Church Members’ Meeting to consider important matters of principle but day to day matters have usually been delegated to a group called a diaconate, made up of the deacons, minister (if any), and elders (if any), and the church secretary and treasurer. An individual local Church may use or continue to use these descriptions for their Charity Trustees, or choose alternative descriptions, provided that the identity of the Charity Trustees and the Church Members is clear. This clause is not intended to prevent the appointment of an existing Church Member as a Minister.
Due to variations of practice Baptist churches are invited to identify those roles that also carry the responsibility of being a Charity Trustee. The Minister/s will always be a Charity Trustee. Each of these groups must be taken in their entirety. When a Church is registered with the Charity Commission and Charity Trustees change, the new names must be notified to the Charity Commission, but changes of title, eg Diaconate to Leadership Team do not need to be notified.
Omitting to include a category in the list for your church does not automatically absolve individuals from responsibility if they are actively involved in the governance of the church. For example a person bearing the title ‘Treasurer’ and managing the church’s finances would be a Charity Trustee even if that title and category had not been included.
Some Baptist Churches find any kind of restriction to be a disadvantage because it restricts the participation of potentially gifted people.
This voting system where members may vote for more nominees than there are vacancies enables the church to set a higher percentage support required for the election of a Charity Trustee without making this difficult to achieve when there are more nominations than vacancies. In this situation some churches have made provision for a second ballot paper if those with the higher number of votes have not achieved the required percentage support. In the second ballot it is assumed that some members will switch their vote to other candidates, believing that they are also suitable to serve as Charity Trustees. The method of voting represented here enables members to make that indication in the first instance.
The assets and income must only be applied towards achieving the purpose. Sometimes charities benefit from separate capital funds that are subject to special restrictions or trusts. This needs to be checked carefully because using this capital may be subject to particular rules and limited to restricted uses.
The statutory definition of a connected person can be found in the Charities Act 1993 Schedule 5.
Any Minister serving the Church will by the nature of their work be a Charity Trustee.
Many Baptist Churches would only call a Minister if the vote exceeded the two thirds required at a Special Church Members’ Meeting, see clause 13.9 but also refer to clause 13.10. Churches contemplating the presentation of a resolution to remove a Minister should take appropriate legal advice and are advised to contact the Association.
A Moderator is a facilitator whilst there is a pastoral vacancy and will usually chair meetings of the Charity Trustees and Church Members’ Meetings as determined locally according to need and circumstances. It is strongly recommended that the Moderator be appointed in consultation with the Association. They do not need to become a Member of this Church. The Moderator will not be a Charity Trustee unless they fulfill the responsibilities of a Charity Trustee.
The period of 6 months can be shortened with consent, if there is a non-controversial amendment. It also allows for a shortened consultation period where a revised or new resolution is proposed after consultation, avoiding the need for a further period of 6 months to elapse before the resolution can be brought for approval to a Special Church Members’ Meeting.
Churches are strongly encouraged to seek advice and help from their Association or the Baptist Union before closure so that all possible means of continuing or restructuring their work can be explored.