Friends of Shakespeare's Church - Our Constitution
CONSTITUTION FOR THE FRIENDS OF SHAKESPEARE’S CHURCH
The name of the association is ‘The Friends of Shakespeare’s Church’ (hereafter called ‘The Friends’)
‘The Friends’ is established to advance the Christian religion by the restoration, preservation, repair, maintenance, improvement and beautification of the Collegiate Church of the Holy Trinity, Old Town, Stratford-upon-Avon in the Diocese of Coventry (hereafter called ‘the Church’), and of the monuments, fittings, fixtures, stained glass, furniture, ornaments and chattels in the Church and Churchyard belonging to the Church.
In furtherance of the said objectives but not otherwise ‘The Friends’ may
a) Arrange and provide for or join in arranging and providing for the holding of exhibitions, meetings, lectures and classes.
b) Collect and disseminate information on all matters affecting the objects.
c) Cause to be written and printed or otherwise reproduced and circulated, gratuitously or otherwise, such papers, books, periodicals, pamphlets or other documentation or films or recorded tapes (whether audio or visual or both) as shall further the objects.
d) 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 and otherwise PROVIDED THAT ‘The Friends’ shall not undertake permanent trading activities in raising funds for the objects.
e) Make grants of money and gifts of other property to the clergy, Churchwardens and Parochial Church Council of the Parish of Stratford-upon-Avon exclusively for the said objects, and generally assist those responsible for the care and maintenance of The Collegiate Church of the Holy Trinity, Stratford-upon-Avon.
f) 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 nevertheless to such condition (if any) as may for the time being be imposed or required by law.
g) Do all such other lawful things as are necessary for the attainment of the said objects.
a) Membership of ‘The Friends’ shall be open to all who are interested in furthering the work of ‘The Friends’ and who have paid the annual subscription as laid down from time to time by the Board of Trustees established under Clause 6 below.
b) Honorary members may be appointed at the discretion of the Board of Trustees. Honorary members shall not be entitled to vote.
c) Every member over the age of 18 years shall have one vote.
d) The Board of Trustees shall have the right:
1) To approve or reject applications for membership
2) For good and sufficient reason to terminate the membership of any person PROVIDED THAT the member concerned shall have the right to be heard by the Board of Trustees before a final decision is made.
5. HONORARY OFFICERS
a) The incumbent of the benefice of The Collegiate Church of Holy Trinity, Stratford-upon-Avon or, if the benefice is vacant, the Priest in Charge of the Parish of Stratford-upon-Avon or their nominee, shall be the President of ‘The Friends’ and a member of the Board of Trustees, ex officio.
b) At the first meeting after the Annual General Meeting hereinafter mentioned, the Board of Trustees shall
(i) appoint a clerk to the Trustees
(ii) elect the following Honorary Officers: a Chairman, Vice-Chairman, Treasurer and such other Honorary Officers as the Board of Trustees shall from time to time decide.
Nominations for the Honorary Officers must be made by members of the Board of Trustees and must be in the hands of the Clerk to the Trustees at least 7 days before the first Board of Trustees meeting following the Annual General Meeting.
c) The Chairman and Honorary Officers shall hold office until the conclusion of the Annual General Meeting next after their election PROVIDED THAT no Honorary Officer shall normally hold office for more than 5 consecutive years.
d) The Chairman and Honorary Officers shall be ex-officio members of ‘The Friends’ and of any other committee.
e) The Friends shall appoint one or more qualified Independent Examiners.
f) The Trustees may determine the remuneration (if any) for the appointed Independent Examiner(s) and for the Clerk to the Trustees.
g) The inaugural Board of Trustees shall be co-opted by the Vicar of Stratford-upon-Avon and the Bursar of The Collegiate Church of the Holy Trinity following the guidelines set out in Clauses 6b and 6d.
6. BOARD OF TRUSTEES
a) Subject as hereinafter mentioned the policy and general management of the affairs of ‘The Friends’ shall be directed by a Board of Trustees which shall meet not less than 2 times a year.
b) The Board of Trustees when complete shall consist of
1) The Honorary Officers
2) Two members of the Parochial Church Council of the Collegiate Church of the Holy Trinity are appointed annually by the Parochial Church Council at its first meeting after the Annual General Meeting of ‘The Friends’.
c) The elected members of the Board of Trustees shall be elected annually at the Annual General Meeting in accordance with Clause 7.
d) In addition to the members so elected and to those serving by Clause 6 (a), the Board of Trustees may co-opt up to 3 further members being members of ‘The Friends’ who shall serve until the conclusion of the next Annual General Meeting after individual co-option PROVIDED THAT the number of co-opted members shall not exceed one-third of the total membership of the Board of Trustees at the time of co-option. Co-opted members shall be entitled to vote at meetings of the Board of Trustees.
e) Any casual vacancy on the Board of Trustees may be filled up by the Board of Trustees and any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting and shall be eligible for re-election.
f) The proceedings of the Board of Trustees shall not be invalidated by any failure to elect or failure in the election, appointment, co-option or qualification of any member.
g) The Board of Trustees may appoint such special or standing committees as may be deemed necessary by the Board of Trustees and shall determine the terms of reference, powers, duration and composition. All acts and proceedings of such special or standing committees shall be reported back to the Board of Trustees as soon as possible.
7. MEETINGS OF ‘THE FRIENDS’
a) The first General Meeting of ‘The Friends’ shall be held not later than 15 months after inauguration, and once in each year thereafter an Annual General Meeting of ‘The Friends’ shall be held at such time (not being more than 15 months of the preceding Annual General Meeting) and place as the Board of Trustees shall determine. At least 21 days’ clear notice shall be given by displaying such notice on the Church notice board or by any other means as the Clerk to the Trustees sees fit. At such Annual General Meeting, the business shall include the election of full members to serve on the Board of Trustees, the appointment of an Independent Examiner, the consideration of an annual report of work done by or under the auspices of the Board of Trustees and of the examined accounts, and the transaction of such other matters as from time to time be necessary.
b) The Chairman of the Board of Trustees may at any time at his/her discretion and the Clerk to the Trustees shall within 21 days of receiving a written request so to do signed by not less than 10 members and giving reasons for the request, call a Special General Meeting.
8. NOMINATIONS OF HONORARY OFFICERS AND TRUSTEES
Only members of ‘The Friends’ shall be eligible to serve as Honorary Officers or members of the Board of Trustees. Nominations for the Honorary Officers or members of the Board of Trustees must be made by members of ‘The Friends’ in writing and must be in the hands of the Clerk to the Trustees at least 21 days before the Annual General Meeting. An election will be held by those present at the Annual General Meeting.
9. RULES OF PROCEDURES AT ALL MEETINGS
There shall be a Quorum of ‘The Friends’ (including Extraordinary General Meetings and Annual General Meetings) when at least 12 members of the total actual membership of ‘The Friends’ for the time being are present.
There shall be a quorum at a meeting of the Board of Trustees or any committee appointed under clause 6 (g), when at least one-third of the number of members of the Board of Trustees (or committee), whichever is the greater, are present at the meeting.
Save as otherwise herein provided, all questions arising at any meeting shall be decided by a single majority of those present and entitled to vote but in the case of equality of votes, the Chairman of the meeting shall have a second or casting vote.
Minute books shall be kept by the Board of Trustees and all other committees, and the appropriate clerk (or secretary) shall enter therein a record of all proceedings and resolutions.
d) Standing Orders and Rules
The Board of Trustees shall have the power to adopt and issue Standing Orders and/or Rules of ‘The Friends’. Such Standing Orders and/or Rules shall come into operation immediately PROVIDED ALWAYS they shall be subject to review by ‘The Friends’ in a general meeting and shall not be inconsistent with the provisions of this Constitution.
a) All monies raised by or on behalf of ‘The Friends’ shall be applied to further the objects of ‘The Friends’ and for no other purpose PROVIDED THAT nothing herein contained shall prevent the payment to members of the Board of Trustees or any other committee appointed under clause 6 (g) hereof of any reasonable out-of-pocket expenses.
b) The Honorary Treasurer shall keep proper accounts of the finances of ‘The Friends’.
c) The accounts shall be examined at least once a year by an Independent Examiner or Independent Examiners appointed at the Annual General Meeting.
d) An examined statement of the accounts shall be submitted by the Board of Trustees to the Annual General Meeting as aforesaid.
e) A bank account shall be opened in the name of ‘The Friends’ with Charities Aid Foundation Bank plc or such other bank as the Board of Trustees shall from time to time decide. The Board of Trustees shall authorise in writing the Treasurer and the Clerk to the Trustees of ‘The Friends’ along with two members of the Board of Trustees to sign cheques on behalf of ‘The Friends’. All cheques must be signed by not less than two of the four signatories.
11. ALTERATION TO THE CONSTITUTION
Any alteration of this Constitution shall receive the assent of no less than two-thirds of ‘The Friends’ present and voting at a meeting specially called for the purpose PROVIDED THAT notice of any such alteration shall have been received by the Clerk to the Trustees in writing not less than 21 clear days before the meeting at which the alteration is to be proposed. At least 14 clear days in writing of such a meeting, setting forth the terms of alteration shall be sent from the Clerk to the Trustees to each member of ‘The Friends’ PROVIDED THAT no alteration be made which would have the effect of causing ‘The Friends’ to cease to be a Charity in law.
If the Board of Trustees by a simple majority decide at any time on the grounds of expense, or otherwise, it is necessary or advisable to dissolve ‘The Friends’ it shall call the meeting of all the members of ‘The Friends’ who have the power to vote, of which meeting not less than 21 days notice (stating the terms of the Resolution to be proposed) shall be given. If such a decision shall be confirmed by a two-thirds majority of those present and voting at such meeting, the Board of Trustees shall have the power to dispose of any assets held by or on behalf of ‘The Friends’. Any assets remaining after the satisfaction of proper debts and liabilities shall be given or transferred to such other charitable institution or institutions having objects similar to the object of ‘The Friends; as the Board of Trustees may determine.
Any notice may be served by the Clerk to the Trustees on any member either personally, by electronic mail or by sending it through the post in a prepaid letter addressed to each member at his or her last known address and any letter so sent shall be deemed to have been received within three working days of posting.