Constitution of the CSCS
The name of the organisation shall be the Centre for the Study of Christianity and Sexuality (hereinafter called “the Association”).
The object of the Association shall be to advance the Christian religion by promoting objective debate within the Christian churches upon matters concerning human sexuality, with a view to developing the spiritual teaching and doctrines of such Christian churches.
In furtherance of the said object, but not otherwise, the Association shall have power to:
(a) bring together in conference representatives of Christian churches, voluntary organisations, statutory bodies and individuals;
(b) arrange and provide for, either alone or with others, the holding of exhibitions, meetings, lectures, classes, seminars and training courses;
(c) collect and disseminate information on all matters relating to its object by providing library facilities or otherwise, and to exchange such information with other bodies having similar object whether in the United Kingdom or elsewhere;
(d) write, print or publish, in whatever form, such papers, books, periodicals, pamphlets or other documents, including films and recorded material, as shall further its object, and to issue or circulate the same whether for payment or otherwise;
(e) to undertake research, and to publish the useful results thereof;
(f) purchase, take on lease or in exchange, hire or otherwise lawfully acquire such property or other rights and privileges as may be necessary, for the promotion of its object, and to construct, maintain or alter the same, subject to the provisions of clause 15 hereof;
(g) make regulations for the proper supervision, control and management of any property which may be so acquired;
(h) sell, let, mortgage, charge, dispose of or turn to account all or any of its property or assets subject to such consents as may be required by law;
(i) raise funds and invite or receive donations and contributions, whether by subscription or otherwise, provided that the Association shall not undertake or in any way engage in any permanent trading activities in raising funds for its charitable object;
(j) receive money on deposit or loan, in such manner as the Association may think fit, subject to such consents or on such conditions as may be required by law;
(k) invest money not immediately required for its object in or upon such investments, securities or property as the Association may think fit, subject nevertheless to such conditions (if any) as may for the time being be imposed by law;
(l) affiliate to other organisations;
(m) do all such other lawful things as shall further the charitable object of the Association.
(a) The first members of the Association shall be the signatories to this constitution upon its adoption.
(b) The General of the Association (as hereinafter defined) may admit into membership of the Association any individual who supports the object of the Association and practices the Christian faith.
(c) A member shall cease to be a member if he/she fails to pay the annual subscription (if any) within three months of its becoming due or ceases to qualify for admission to membership under the terms of clause (b) above or is expelled by the General for conduct prejudicial to the Association, provided that any member who wishes to contest their expulsion or other reason for cessation of membership (other than non-payment of the annual subscription) shall have the right to make representation to, and be accompanied by a speaking representative of their own choice at, the meeting at which the relevant decision is to be made.
Sections shall be such groups of individual members as may, with the permission of the General (hereinafter mentioned), be formed within the Association for the furtherance of common activities. The General shall determine the terms of reference and powers of each such Section and may also determine the duration of its activities.
6. General meetings of the association
(a) Annual General Meetings: Once in each calendar year an Annual General Meeting of the Association shall be held at such time and place as the General shall determine, being not more than fifteen months after the holding of the preceding Annual General Meeting, or the adoption of this constitution. At least 2l days notice shall be given by the Secretary to all members.
(i) to consider the Annual Report of the General, which shall incorporate the accounts of the Association referred to below, and to give an account of the work of the Association and its activities during the preceding year;
(ii) to approve the accounts of the Association for the preceding financial year which shall have been compiled and audited or examined in accordance with the requirements of the Charities Act 1992;
(iii) to elect the Honorary Officers of the Association in accordance with clause 7hereof;
(iv) to elect representatives of members to serve on the General , in accordance with clause 8 (b) (iii) hereof;
(v) to appoint one or more independent auditors or independent examiners for the coming year to consider and report on the accounts of the Association;
(vi) to fix the annual members’ subscription rate;
(vii) to consider and vote on proposals to alter this constitution in accordance with clause 17 hereof;
(b) Special General Meetings: A Special General Meeting of the Association may be called by the Chair of the General at any time at his/her discretion; a Special General Meeting of the Association shall be called by the Secretary within 21 days of receiving a written request so to do signed by not less than 15% of the membership and giving reasons for the request; any Special General Meeting of the Association shall meet to consider the business specified on the notice of meeting and for no other purpose.
7. Honorary officers
(a) Only members of the Association shall be eligible to serve as Honorary Officers.
(b) The first Honorary Officers shall be appointed by the signatories to this constitution upon its adoption from amongst their own number. Subsequently, the members present at the Annual General Meeting shall elect the Chair, Treasurer and Secretary of the Association and such other officers as the Association shall from time to time decide.
(c) The Honorary Officers of the Association shall serve in their respective capacities as Officers of the General and of any Standing which may be established in accordance with clause 9 hereof. They may also be appointed members of any sub-committees established in accordance with clause 10.
(d) If a vacancy occurs among the Honorary Officers, the General shall have the power to fill it from among its members. Any person appointed to fill such a casual vacancy shall hold office until the conclusion of the next Annual General Meeting of the Association and shall be eligible for election at that meeting.
8. General Committee
Subject to the provisions of clause 6 hereof the policy and general management of the affairs of the Association shall be directed by a General which shall meet not less than twice a year. The General shall have power to enter into contracts for the purposes of the Association on behalf of all members and may exercise on behalf of the Association any or all of the powers enumerated in clause 3 hereof.
(a) The first General of the Association shall consist of the signatories to this constitution upon its adoption and subsequently until the first Annual General Meeting up to eight additional members of the Association appointed by them.
(b) From the time of the first Annual General Meeting of the Association onwards, the General of the Association shall consist of:
(i) the Honorary Officers elected under clause 7 hereof;
(ii) one representative appointed by each Section established in accordance with clause 5 hereof;
(iii) up to ten representatives of members or such larger number as shall be equal to the number of General members appointed in accordance with sub-clause (a) above, to be elected by the members present at the Annual General Meeting;
(iv) up to four further members of the Association co-opted by the General Committee.
(c) Any person co-opted on to the committee shall hold office until the next Annual General Meeting of the Association and shall be eligible for election at that meeting.
(d) The proceedings of the General Committee shall not be invalidated by any failure to elect or any defect in the election, appointment, co-option or qualification of any member.
(e) No persons under the age of eighteen shall be members of the General Committee or of any other committee of the Association, but such persons may be invited to attend as non-voting observers.
(f) No person who is disqualified from acting as a charity trustee shall be eligible to be elected or appointed to the General Committee. In the event of a member of the committee becoming disqualified during his/her term of office he/she shall forthwith cease to be a member of the General Committee.
(g) Each member of the General Committee shall upon election or appointment to the committee receive a copy of the Association’s constitution and shall signify in writing his/her agreement to support the purposes of the Association.
(h) Every member of the General Committee and of any other committee of the Association and every officer and servant of the Association shall be indemnified out of assets of the charity against any liability incurred by him/her in that capacity in defending any proceedings, whether civil or criminal, in which judgement is given in his/her favour or in which he is acquitted or in connection with any application in which relief is granted to him/her by the Court from liability for negligence, default, breach of duty or breach of trust in relation to the affairs of the charity.
9. Standing Committee
The General Committee may appoint until the next following Annual General Meeting a Standing Committee which shall, subject to any conditions imposed by the General Committee, carry out the general policy and manage the day to day business of the Association. The Standing Committee shall consist of:
(a) the Honorary Officers elected under clause 7 hereof;
(b) a number of members elected by and from the members of the General Committee for this purpose.
The Standing Committee shall be responsible to the General Committee, to which it shall fully report back as soon as possible.
The General Committee may appoint one or more sub-committees consisting of three or more members of the General Committee for the purpose of making any inquiry or supervising or performing any function or duty which in the opinion of the General Committee would be more conveniently undertaken or carried out by a sub-committee: provided that all acts and proceedings of any such sub-committee shall be fully and promptly reported to the General Committee.
11. Paid officers
(a) The General Committee shall have the sole right of appointing, dismissing, and determining the terms and conditions of service of all employees of the Association.
(b) A member of the Association’s staff shall not be eligible to be a member of any committee of the Association, but may be invited to attend such committee as a non-voting adviser.
12. Rules of procedure at all meetings
Subject to the provisions of clause 19, any questions arising at a meeting of the Association or one of its committees shall be decided by a simple majority of those present and voting. No member shall exercise more than one vote notwithstanding that he or she may have been appointed to represent two or more interests, but in the case of an equality of votes the Chair shall have a second or casting vote.
(i) Committee Meetings: one third of the members shall form a quorum at meetings of the General Committee and all other committees.
(ii) General Meetings: ten per cent of the membership shall form a quorum at General Meetings of the Association.
In the event that no quorum is present at an Annual General Meeting of the Association, the meeting shall stand adjourned and be reconvened 14 days later, and those members present at that meeting shall be deemed to form a quorum.
Minute books shall be kept by the Association, the General Committee and all other committees and the appropriate Secretary shall enter therein a record of all proceedings and resolutions.
13. Standing orders
The Association in General Meeting shall have power to adopt and issue Standing Orders for the conduct of Association business provided always that they shall be consistent with the provisions of this constitution.
(a) All money raised by or on behalf of the Association shall be applied to further the object of the Association and for no other purpose, provided that nothing herein contained shall prevent the payment in good faith of reasonable and proper remuneration to any employees of the Association (not being members of the General or Standing Committees) or the repayment of reasonable out of pocket expenses to members.
(b) An account shall be held in the name of the Association with Girobank plc or with such other financial institution or institutions as the General Committee shall from time to time decide. The General Committee shall authorise in writing the Treasurer, the Secretary, the Chair and up to one additional member of the General Committee to sign cheques on behalf of the Association. All cheques must be signed by not less than two of the authorised signatories.
(c) The Honorary Treasurer shall keep proper accounts of the finances of the Association in such form as shall satisfy the requirements of the Charity Commissioners for England and Wales.
(d) The Association’s year shall be from 1 January to 31 December. At least once in every year the accounts of the Association shall be audited or examined by the persons appointed, for the purpose by the Annual General Meeting in accordance with clause 6 (a)prior to the submission of the accounts to the Annual General Meeting.
15. Trust property
The General Committee may appoint a custodian trustee, a trust corporation, or not less than three nor more than four named individuals (not being members of the General Committee) to hold any real or personal property held by or in trust for the Association, or may, with the agreement of the Official Custodian for Charities, vest in him/her any property so held.
In the event of the resignation, death or disqualification of an individual trustee, the General Committee shall be empowered to appoint a replacement.
If the General Committee by a simple majority decides at any time that on the ground of expense or otherwise it is necessary or advisable to dissolve the Association it shall call a meeting of all members of the Association of which meeting not less than 21 days notice (stating the terms of the resolution to be proposed thereat) shall be given. If such decision shall be confirmed by a simple majority of those present and voting at such meeting the General Committee shall have power to dispose of any assets held by or in the name of the Association. Any assets remaining after the satisfaction of any proper debts and liabilities shall be applied towards such charitable purposes as the General Committee may decide and as may be approved by the Charity Commissioners for England and Wales, or other authority having charitable jurisdiction.
17. Alterations to the constitution
Any proposal to alter this constitution must be delivered in writing to the Secretary of the Association not less than 28 days before the date of the meeting at which it is first to be considered. Any alteration will require the approval of both:
(a) a simple majority of members of the General Committee present and voting al a General Committee meeting; and
(b) a two-thirds majority of individual members of the Association present and voting at a General Meeting.
Notice of each such meeting must have been given in accordance with normal procedure but not less than 14 clear days prior to the meeting in question and giving the wording of the proposed alteration.
No alteration to clause 2 (object), clause 14 (finance), clause 16 (dissolution) or this clause shall take effect until the approval in writing of the Charity Commissioners or other authority having charitable jurisdiction shall have been obtained, and no alteration shall be made to this constitution which would cause the Association to cease to be a charity at law.
This constitution was adopted as the Constitution of the Centre for the Study of Christianity and Sexuality on 16 March, 1996, and subsequently amended, with the agreement of the Charity Commissioners, at the Annual General Meeting held on 8 February, 1997.
This web page updated May, 1 2012