1. NAME

The name of the association is The Friends of St.John’s Church, Sharow
(hereinafter called “the Friends”)

2. OBJECTS AND POWERS

a) ‘The Friends’ is a Charity established to advance the Christian faith by the restoration,
preservation, repair, maintenance, improvement and beautification of the Parish Church of
St. John Sharow in the Diocese of Leeds (hereinafter called ‘the Church’) and of the
monuments, fittings, fixtures, stained glass, furniture, ornaments and chattels in the church
and churchyard belonging to the Church.
b) In furtherance of the said objects but not otherwise the Friends may:
(i) Arrange and provide for or join in arranging and providing for the holding of exhibitions,
meetings, lectures and classes.
(ii) Collect and disseminate information on all matters affecting the objects. Cause to be
written and printed or otherwise circulated, gratuitously or otherwise, such papers, books,
periodicals, pamphlets or other documentation or films, websites or recorded tapes
(whether audio or visual or both) as shall further the objects.
(iii) 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.
(iv) Make grants of money and gifts of other property to the Parochial Church Council of the
Parish of St. John, Sharow exclusively for the purpose of the said objects, and generally
assist those responsible for the care and maintenance of the Church.
(v) 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 of such
conditions (if any) as may for the time being be imposed or required by law.
(vi) Do all such other lawful things as a necessary for the attainment of the said objects.

 

3. MEMBERSHIP

 

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 Executive Committee established under Clause 5, below.
b) Honorary members may be appointed by the Executive Committee. Honorary members
shall not be entitled to vote.
c) Every member over the age of 18 years shall have one vote.
d) The Executive Committee shall have the right to terminate the membership of any person
for good and sufficient reason PROVIDED THAT the member concerned shall have the right
to be heard by the Executive Committee before a final decision is made.

4. HONORARY OFFICERS

a) The Dean of Ripon as incumbent of the Benefice of the Cathedral Church of Saint Peter
and Saint Wilfrid at Ripon (the area of which includes the parish of Sharow) shall be the
president of the Friends and a member of the Executive Committee ex officio.
b) At the Annual General Meeting hereinafter mentioned the Friends shall elect a Chairman,
a Vice-Chairman, a Secretary, a Treasurer and such other Honorary Officers, as the Friends
shall from time to time decide.
c) The Chairman and the Honorary Officers of the Friends shall hold office until the
conclusion of the Annual General Meeting next after their election but shall be eligible for
re-election PROVIDED THAT no Honorary Officer shall hold office for more than three
consecutive years. On the expiration of such period one further year must elapse before any
former Honorary Officer shall be eligible for re-election.
d) The Chairman and Honorary Officers shall be ex-officio members of the Friends, the
Executive Committee and of any other Committee.
e) The Friends shall ensure that their accounts are independently examined or audited, and
shall appoint one or more independent examiners or qualified auditors and may determine
their remuneration (if any).

5. EXECUTIVE COMMITTEE

a) Subject as hereinafter mentioned the policy and general management of the affairs of the
Friends shall be directed by and Executive Committee (hereinafter called ‘the Committee’)
which shall meet not less than four times per year.
b) The Committee when complete shall consist of:
(i) The Honorary Officers;

(ii) Two members of the Parochial Church Council of the Parish of St.John Sharow appointed
annually by the Parochial Church Council at its first meeting after the Annual General
Meeting of the Friends; and
(iii) Not less than six or more than nine elected members.
c) The elected members of the Committee shall be elected at the Annual General meeting in
accordance with Clause 6.
d) Election to the Committee shall be for three years. One-third of the membership shall
retire annually but shall be eligible for re-election, the members to retire being those who
have been longest in office since the last election but not reckoning ex officio members. As
between members who have been in office the same length of time, those due to retire
shall be chosen by lot.
e) In addition to the members so elected and to those serving by virtue of clause 4 (a) or
4(d)the Committee may co-opt up to three 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 Committee at the time of co-option. Co-opted members shall be
entitled to vote at meetings of the Committee.
f) Any casual vacancy in the Committee may be filled up by the Committee 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 election at that Meeting.
g) The proceedings of the Committee shall not be invalidated by any failure to elect or any
defect in the election, appointment, co-option or qualification of any member.
h) The Committee may appoint such special or standing committees as may be deemed
necessary by the Committee and shall determine their terms of reference powers duration
and composition. All acts and proceedings of such standing committees shall be reported
back to the Committee as soon as possible.
6. MEETINGS OF THE ASSOCIATION
a) The first General Meeting of the Friends shall be held on the 3 rd September 2018 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 after the holding of the preceding Annual General
Meeting) and place as the Committee shall determine. At least 21 days’ clear notice shall be
given by displaying such notice on the Church notice board and by any such other means as
the Secretary thinks fit.
At such Annual General Meeting the business shall include the election of Honorary Officers;
the election of full members to serve on the committee; the appointment of an auditor or
auditors; the consideration of an annual report of the work done by or under the auspices of the Committee and of the audited accounts; and the transaction of such other matters as may from time to time be necessary.
b) The Chairman of the Committee may at any time at his/her discretion and the Secretary
shall within 21 days of receiving a written request so to do, signed by not less than ten
members and giving reasons for the request, call a Special General Meeting.

7. NOMINATIONS OF HONORARY OFFICERS AND COMMITTEE MEMBERS

Only members of the Friends shall be eligible to serve as Honorary Officers or members of
the Committee. Nominations for Honorary Officers or members of the Committee must be
made by members of the Friends in writing and must be in the hands of the Secretary at
least 7 days before the Annual General Meeting. Should nominations exceed vacancies,
election shall be by show of hands.

8. RULES OF PROCEDURE AT ALL MEETINGS

a) Quorum. There shall be a quorum at a meeting of the Friends (including Extraordinary
General meetings and Annual General Meetings) when at least one third of the total
members of the Friends for the time being are present. There shall be a quorum at a
meeting of the Committee or any committee appointed under clause 5(h) when at least one
third of the number of members of the Committee are present at the meeting.
b) Voting. Save as otherwise herein provided, all question arising at any meeting shall be
decided by a simple majority of those present and entitled to vote but in case of an equality
of votes the Chairman of the meeting shall have a second casting vote.
c) Minutes. The Committee and all other committees shall keep minute books, and the
appropriate Secretary shall enter therein a record of all proceedings and resolutions.
d) Standing Orders and Rules. The Committee shall have power to adopt and issue Standing
Orders and/or Rules for the Friends. Such Standing Orders and/or Rules shall come into
operation immediately PROVIDED ALWAYS that they shall be subject to review by the
Friends in a General Meeting and shall not be inconsistent with the provisions of this
Constitution.

 

9. FINANCE

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 repayment to members of the Committee or of any committee appointed
under clause 5(h) hereof of reasonable out-of-pocket expenses.
b) The Honorary Treasurer shall keep proper accounts of the finances of the Friends.

c) The accounts shall be audited at least once a year by the auditor or external examiner
appointed at the Annual General Meeting.
d) An audited statement of the accounts for the last financial year shall be submitted by the
Committee to the Annual General Meeting as aforesaid.
e) A bank account shall be opened in the name of the Friends with ……………. Bank plc, of
………………………………………………………………………………………………………….. or such other
bank as the Committee shall from time to time decide. The Committee shall authorize in
writing the Treasurer, the Secretary of the Friends and two members of the Committee to
sign cheques on behalf of the Friends. All cheques must be signed by not less than two of
the four authorised signatories.

10. ALTERATIONS TO THE CONSTITUTION

Any alteration of this Constitution shall receive the assent of not less than two-thirds of the
full membership of the Friends for the time being whether individual or representative
present and voting at a meeting specially called for the purpose PROVIDED THAT notice of
any such alteration shall have been received by the Secretary in writing not less than 21
clear days before the meeting at which the alteration is to be proposed. At least 14 clear
days notice in writing of such a meeting, setting forth the terms of the alteration, shall be
sent by the Secretary to each member of the Friends PROVIDED THAT no alteration shall be
made which would have the effect of causing the Friends to cease to be a Charity in law.

11. DISSOLUTION

If the Committee by a simple majority decide at any time that on the grounds of expense, or
otherwise, it is necessary or advisable to dissolve the Friends it shall call a meeting of all
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 a
meeting the Committee shall have power to dispose of any assets held or on behalf of the
Friends. Any assets remaining after the satisfaction of any proper debts shall be given or
transferred to such other charitable institution or institutions having objects similar to the
object of the Friends as the Committee may determine.

12. NOTICES

Any notice may be served by the Secretary on any member either personally or by sending it
through the post in a prepaid letter addressed to such member at his or her last known
address in the United Kingdom and any letter so sent shall be deemed to have been
received within three working days of posting.