The SNU Bye-laws D, trusts and trustees

BYE - LAWS, Section D
October 2008

TRUSTS AND TRUSTEES AND WARDENS

ARRANGEMENT OF PARAGRAPHS

Part I. Trusts

1. Preliminary

2. Objects of a Trust

3. Acceptance and Creation of Trusts

4. Administration of Trust Property

5. Expenses of Creation and Administration of Trusts

6. Insurance

7. Custody of Documents

8. National Panel of Trustees and Wardens

9. Qualifications for Trustees and Wardens

10. Appointment of Trustees and Wardens

11. Duties of Trustees or Wardens

12. Trusts for Kindred Bodies and Associated Bodies

13. Trusts for District Councils and other Subsidiary Organs of the Union

14. General

Part II. Wardens for Churches not in Trust with the Union

15. Preliminary

16. Appointment of Wardens

17. Duties of Wardens

Part III. General

18. Interpretation

PART I. TRUSTS

1. Preliminary

(1) The provisions of Part I of these Bye-laws as to the constitution of trusts and the appointment, powers and duties of trustees and wardens are subject and supplementary to the provisions of the Articles of Association of the Union.

(2) Part I of these Bye-laws applies to:-

(a) trusts of which the Union is sole trustee; and

(b) trusts of which the Union is a trustee, jointly with one or more individuals or corporations; and

(d) trusts for which the instrument, or one of the instruments, constituting the trust declares that the provisions of the Union's Articles of Association shall have effect for any of the purposes of the trust, either as to the appointment or qualifications of new trustees or otherwise, or makes reference to the Union in any manner as affecting the administration of the trust, other than as an ultimate beneficiary in the event of the failure of the primary objects of the trust.

(3) Part I of these Bye-laws shall take effect subject to the express provisions of the instrument, or instruments, constituting the trust.

2. Objects of a Trust

A trust may be accepted or created for:-

(a) a Church or Kindred Body affiliated to the Union or an Associated Body;

(b) a district council or other subsidiary organ of the Union, or any fund controlled or administered by the Union or a committee or subsidiary organ of the Union;

(c) any organisation or fund whose objects are the same as or mainly similar to any or all of those set forth in the Memorandum of Association of the Union;

(d) any gift, donation, legacy or bequest wholly or partly for all or any of the said objects.

Provided always that the Union may not accept or create a trust for purposes which are not connected with the advancement of Spiritualism.

3. Acceptance and Creation of Trusts

(1) Trust funds of small amount or of short duration may be accepted or created by resolution, duly minuted, of the National Executive Committee, stating concisely the purpose to which the trust funds may be devoted.

(2) The acceptance or creation of any other trust by the Union shall be evidenced by a trust instrument under the seal of the Union. If the Union is not itself a trustee, the Union may be a party to the trust instrument as approving the trust.

(3) In the case of a trust for a Church in the form of the Union's Model Trust Deed, with such modifications (if any) as may be rendered necessary by the circumstances, the seal of the Union may be affixed to the trust instrument by authority of a resolution of the National Executive Committee or by authority of the Officers of the Union.

(4) Every trust instrument under seal relating to property in England and Wales or governed by English law shall be enrolled with the Charity Commissioners.

4. Administration of Trust Property

(1) Except where otherwise provided expressly by the trust instrument, the administration of all trusts shall be the responsibility of the National Executive Committee.

(2) Where any nomination or appointment of new trustees of any existing trust is required to be made by or by consent of the Union, the seal of the Union may be affixed by authority of a resolution of the National Executive Committee or by authority of the Officers of the Union.

(3) No legal instruments or other documents relating to trusts in which Part I of these Bye-laws applies shall be executed by trustees for or appointed by the Union except on the written instructions or by written consent of the Union.

(4) In the case of those trusts for which it is itself a trustee, the Union may appoint wardens to act for it in connection with the trust property in the manner hereinafter provided. Authority may be delegated to such wardens to sign on behalf of the Union documents relating to the trust, including agreements with the Spiritualists' National Union SNU Trust and applications to public authorities for licences, consents, etc.

(5) Trustees and wardens appointed by the Union shall be indemnified by the Union in respect of all claims which may be made against them in consequence of action taken on the written instructions or by written consent of the Union.

5. Expenses of Creation and Administration of Trusts

(1) All expenses properly incurred in connection with a trust shall be a charge on the trust property.

(2) In the case of a trust for a Church the Union may call upon the Church to defray such expenses in order that the trust property may remain intact and free from incumbrances.

(3) Such expenses shall include:-

(a) all legal charges, whether incurred in connection with the establishment of the trust, the appointment or re-appointment of trustees, the sale, purchase or other disposition of property, or incurred in contemplation or furtherance of legal proceedings relating to the trust (including, but without prejudice to the generality of the above, proceedings arising out of contracts for the construction, improvement, alteration, maintenance or repair (or other building work, including demolition) of the trust property), or otherwise;

(b) the cost of insuring the trust property;

(d) contributions towards the overhead expenses of the Union in the administration of trusts on such basis as may be determined by the National Executive Committee to be appropriate to the type of trust in question.

6. Insurance

(1) All real property shall be and continue to be fully insured against fire, public liability and such other risks as the National Executive Committee may determine.

(2) Any insurance policy in respect of real property shall have the Trustees of the property as the insured party.

(3) Unless otherwise agreed by the National Executive Committee, such insurance shall be effected through the agency of the General Secretary of the Union.

(4) In the case of a trust for a Church, the responsibility for effecting insurance shall rest with the Committee of the Church. In case of default by such committee the Trustees or the Union may effect such insurance and charge the premiums and other expenses to the Church but shall incur no liability for any loss arising from failure to do so.

(5) Income arising from any insurance claim shall be vested in the trustees in the first instance to hold upon trust for the Church to discharge thereout all outstanding liabilities of the Church in respect of such claim.

7. Custody of Documents

(1) The Union shall have custody of all title deeds and trust instruments except where the conditions of the trust or other legal requirements make it necessary for such documents to be in other custody.

(2) In the case of a trust for a Church, the Officers of the Church shall be entitled to inspect such documents on giving reasonable notice to the General Secretary of the Union, and shall be provided with a certified true copy of any such document on giving an undertaking to defray the expenses incurred thereby.

8. National Panel of Trustees and Wardens

(1) The Union shall prepare, and shall amend from time to time, a National Panel of Trustees and Wardens (hereafter known as the National Panel), consisting of persons who are prepared and qualified to act as trustees and/or wardens on behalf of the Union.

(2) A person shall be eligible for appointment to the National Panel if he is and has been for a consecutive period of five years a full member of a Church affiliated to the Union and is either:-

(a) a Class B member with qualifications deemed to be appropriate by the National Executive Committee; or

(b) a Class B member who has been such for not less than five years.

(3) It shall be a condition of appointment to the National Panel that the person shall sign a declaration that he will carry out the duties and obligations as provided under paragraph 12 of these Bye-laws.

(4) The National Executive Committee shall have the power to revoke the appointment of a member of the National Panel and shall not be obliged to state its reasons for doing so.

9. Qualifications for Trustees and Wardens

(1) A person shall be eligible for appointment as a national trustee or warden of a Church if at the date of his appointment:-

(a) he is not a member of the Church concerned;

(b) he is, in the opinion of the National Executive Committee, capable of carrying out the duties of the office;

(d) he is not disqualified under sub-paragraph (3); and

(e) in the case of an appointment as warden, he holds not more than five other national wardenships.

(2) A person shall be eligible for appointment as a local trustee or warden of a Church if at the date of his appointment:-

(a) he is:-

(i) a full member of the Church concerned and has been such for a consecutive period of not less than three years; or

(ii) a full member of the Church concerned and has been such for a consecutive period of not less than twelve months and is a Class B member; or

(iii) a full member of the Church concerned and has been a full member of an affiliated Church for not less than three years, which may be aggregated.

(b) he is, in the opinion of the National Executive Committee, capable of carrying out the duties of the office;

(d) he is not disqualified under sub-paragraph (3).

(3) The appointment and office of a trustee or warden shall ipso facto be terminated on any of the following events, that is to say:-

(a) death;

(b) becoming bankrupt or having a receiving order made against him;

(d) becoming of unsound mind;

(e) the expiration (where, in the case of a trustee, there will remain not less than two continuing trustees, or a trust corporation, able and willing to act) of two months' written notice to the General Secretary of the Union of his (the trustee's or warden's) intention to retire his office;

(f) losing the qualifications which entitled him to be appointed;

(g) the passing of a resolution by the National Executive Committee removing him from office. Such resolution shall be effective only if the person concerned has been given:-

(i) not less than fifteen working days' notice of the date, time and place of the meeting of the National Executive Committee at which the resolution is to be put and of the grounds therefor, together with reasons and supporting evidence;

(ii) the opportunity to make written representations thereon within that period; and

(iii) the opportunity to make oral representations thereon at such meeting of the National Executive Committee.

(4) A trustee whose office has been terminated as aforesaid shall at the request of the Union take whatever action may be necessary for vesting the trust property in the continuing trustees and his duly appointed successor, if any.

10. Appointment of Trustees and Wardens

(1) Except as provided in paragraphs (2) and (3) below, the trustees of a Church shall consist of equal numbers (being not less than two nor more than four of each kind) of:-

(a) "national trustees", being persons selected from the National Panel of Trustees;

(b) "local trustees", being qualified persons selected from among the full members of the Church.

(2) In the case of trusts of which the Union is a trustee jointly with one or more individuals or corporations two wardens shall be appointed to act for the Union, of which one shall be a national warden, appointed by the appropriate district council from the National Panel, and the other a local warden, being a qualified person selected from among the full members of the Church, appointed by the Union.

(3) In the case of trusts of which the Union is Sole Trustee two wardens shall be appointed to act for the Union, of which one shall be a national warden, appointed by the appropriate district council from the National Panel, and the other a local warden, being a qualified person selected from among the full members of the Church, appointed by the Union.

(4) (a) The appointment of wardens from the National Panel shall be made by the Union.

(b) The appointment of trustees or local wardens shall be made by the Union after consultation with the Church, and any qualified persons duly nominated by the Church shall be appointed by the Union unless in the opinion of the National Executive Committee there is good reason to reject any such nomination, in which event the Church shall be asked to make further nominations.

(5) (a) When a vacancy occurs for the national warden of a Church, the appropriate district council shall as soon as possible fill the vacancy.

(b) When a vacancy occurs among the trustees or for the local warden of a Church, the Church in general meeting shall as soon as possible make a nomination to fill the vacancy.

(6) If there shall be any unreasonable delay on the part of the Church in making nominations for trustees or local wardens, the appointments may be made by the Union without such nominations.

11. Duties of Trustees or Wardens

(1) It shall be the duty of trustees and wardens to maintain regular contact with the Church and to satisfy themselves that the terms of the trust are being carried out.

(2) Trustees and wardens are expected to give advice to the Church on matters relating to the trust, but it is no part of their duty to interfere with the proper administration of Church activities, which is the primary responsibility of the members of the Church acting through their elected Committee.

(3) Trustees and wardens shall be notified of all general meetings of the Church and shall have the right to attend and speak at such meetings. They shall not be entitled to attend ordinary meetings of the Church Committee, unless the Rules of the Church so provide or unless specially invited, but they shall be consulted by the Church Committee before any decision concerning the trust property is reached.

(4) At the request of any trustee or warden a joint meeting of the Church Committee and the trustees or wardens shall be held to consider any matter connected with the trust or the trust property.

(5) At the request of the Union a special meeting of the Church shall be convened to consider any matter connected with the trust or the trust property and in default thereof such a meeting may be convened by authority of the Union in such manner as the National Executive Committee considers appropriate in the circumstances.

(6) At the beginning of each calendar year the trustees or wardens of all trusts of which the Union is sole trustee shall make a report to the Union on the prescribed form on the affairs of the trust for information purposes.

(7) The trustees or wardens shall also report to the Union from time to time on any matter of immediate importance which they consider may affect the Union's liability, and in particular:-

(a) any proposals for major redecoration of the property or for alterations or extensive repairs thereto, whether structural or otherwise;

(b) any circumstances which are likely to give rise to claims on the trust by third parties;

(d) where the Church has an advance from the SNU Trust or the property is subject to a mortgage of any kind, any proposals for expenditure exceeding £2,000 in any one scheme or series of schemes.

12. Trusts for Kindred Bodies and Associated Bodies

The provisions of Part I of these Bye-laws relating to trusts for Churches shall apply as far as may be to trusts for Kindred Bodies and Associated Bodies.

13. Trusts for District Councils and other Subsidiary Organs of the Union

The provisions of Part I of these Bye-laws relating to trusts for Churches shall apply as far as may be to trusts for District Councils and other subsidiary organs of the Union; the Union shall be sole trustee of such trusts, and the Executive Committee for the time being of the District Council or other organs shall have the duties and functions of wardens.

14. General

The National Executive Committee shall have power to modify all or any of the foregoing provisions of these Bye-laws in relation to any particular trust if in its opinion there are special circumstances rendering such modification necessary or expedient.

PART II. WARDENS FOR CHURCHES NOT IN TRUST WITH THE UNION

15. Preliminary

Part II of these Bye-laws applies to:-

(a) trusts in which individual trustees are appointed to act alone; and

(b) Churches for which there is no trust.

16. Appointment of Wardens

(1) Two wardens shall be appointed to act for the Union, of which one shall be a national warden, appointed by the appropriate district council from the National Panel, and the other a local warden, being a qualified person selected from among the full members of the Church, appointed by the Union.

(2) (a) The appointment of wardens from the National Panel shall be made by the appropriate district council, which shall notify the Union of each such appointment within one month.

(b) The appointment of local wardens shall be made by the Union after consultation with the Church, and any qualified persons duly nominated by the Church shall be appointed by the Union unless in the opinion of the National Executive Committee there is good reason to reject any such nomination, in which event the Church shall be asked to make further nominations.

(3) (a) When a vacancy occurs for the national warden of a Church, the appropriate district council shall as soon as possible fill the vacancy.

(b) When a vacancy occurs for the local warden of a Church, the Church in general meeting shall as soon as possible make a nomination to fill the vacancy.

(4) If there shall be any unreasonable delay on the part of the Church in making a nomination for a local warden, the appointment may be made by the Union without such nomination.

17. Duties of Wardens

(1) It shall be the duty of wardens to maintain regular contact with the Church, and to satisfy themselves that the terms of the trust are being carried out.

(2) Wardens are expected to give advice on matters relating to the Church or its property, but it is no part of their duty to interfere with the proper administration of Church activities, which is the primary responsibility of the members of the Church acting through their elected Committee.

(3) Wardens shall be notified of all general meetings of the Church, and shall have the right to attend and speak at such meetings. They shall not be entitled to attend ordinary meetings of the Church Committee, unless the Rules of the Church so provide or unless specially invited, but they shall be consulted by the Church Committee before any decision concerning the Church or its property is reached.

(4) At the request of any warden a joint meeting of the Church Committee and the wardens shall be held to consider any matter connected with the Church or its property.

(5) At the request of the Union a special meeting of the Church shall be convened to consider any matter connected with the Church or its property and in default thereof such a meeting may be convened by authority of the Union in such manner as the National Executive Committee considers appropriate in the circumstances.

(6) At the beginning of each calendar year the wardens of all Churches shall make a report to the Union on the prescribed form on the Church and its property.

(7) The wardens shall also report to the Union from time to time on any matter of immediate importance which they consider may affect the Union's liability, and in particular:-

(a) any proposals for alterations or extensive repairs to or major redecoration of the property;

(b) any circumstances which are likely to give rise to claims on the Church by third parties;

(d) where the property is subject to a mortgage of any kind, any proposals for expenditure exceeding £2,000 (excluding VAT) in any one scheme or series of schemes.

PART III. GENERAL

18. Interpretation

In these Bye-laws:-

(1) The term 'restricted body' means any religious organisation within the United Kingdom which:-

(a) incorporates within its title, principles or statement of beliefs any reference to the principles, beliefs, religious leader, symbols, trappings or practices of any other religion or religious denomination; or

(b) introduces, includes, utilises or otherwise promulgates any symbols, trappings or practices of any other religion or religious denomination; or

(c) permits a body which falls within (a) or (b) above to be accepted into affiliation with, or membership of, such organisation.

(2) The term 'member' in relation to a restricted body shall include a person who regularly attends its services for the purpose of pursuing its beliefs.

(3) The term 'Church' means an affiliated or associated body.

(4) The term 'Class A Member' means a Church delegate, being an accredited representative of a Church.

(5) The term 'Class B Member' means a subscribing member, being an individual Spiritualist. Except where the context indicates otherwise the term shall refer to a person accepted into full membership.

(6) The term 'Class C Member' means a Kindred Body delegate, being an accredited representative of a Kindred Body.