CONSTITUTION OF CHRISTIAN NURSES AND MIDWIVES
adopted on the fourth day of February Two Thousand and Seven
1. Adoption of the Constitution
CHRISTIAN NURSES AND MIDWIVES (“CNM”) and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.
2. The Name
The association’s name is CHRISTIAN NURSES AND MIDWIVES (and in this document it is called “the Charity”).
3. The Objects
The Charity’s objects (the Objects) are to advance the Christian faith in accordance with the Statement of Beliefs appearing in the Schedule hereto in such parts of the United Kingdom or the World as the Trustees may from time to time think fit particularly but not exclusively by:-
a) encouraging Christian Nurses to grow in the knowledge of Christ and to make Him known
b) promoting Christian principles within Nursing
c) developing a network of Christian Nurses for fellowship and prayer
d) strengthening and supporting Christian Student Nurses and Midwives
e) supporting the work of Nursing and Midwifery missionaries throughout the world who are in agreement with our doctrinal basis
and to fulfil such other purposes which are exclusively charitable according to the law of England and Wales and are connected with the charitable work of the Association
4. Employment Policy
The policy of the Charity shall be to restrict employment by the Charity to evangelical Christians being those:-
a) who shall have first signed the Statement of Beliefs set out in the Schedule hereto and
b) whose personal lifestyle conduct and practice is consistent with the practice of the Statement of Beliefs set out in the Schedule hereto and traditional biblical Christian standards of behaviour as set out by the trustees in their Code of Practice issued from time to time and who shall have first signed the said Code of Practice at the commencement of their employment.
5. Applications of the Income and Property
1. The income and property of the Charity shall be applied solely towards the promotion of the Objects
2. A Trustee may pay out of, or be reimbursed from, the property of Charity reasonable expenses properly incurred by him or her when acting on behalf of the Charity.
3. None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of profit to any member of the Charity. This does not prevent:
a) A member who is not also a Trustee also receiving reasonable and proper remuneration for any goods or services supplied to the Charity.
b) A Trustee from:
i. Buying food or services from the Charity upon the same terms as other members or members of the public;
ii. Receiving a benefit from the Charity in the capacity of a beneficiary of the Charity, provided that the Trustees comply with the provisions of sub clause (7) of this clause, or as a member of the Charity and upon the same terms as other members;
c) The purchase of indemnity insurance for the Trustees against any liability that by virtue of the any rule of law would otherwise attach to a trustee or other officer in respect of any negligence, default, breach of trust or which he or she may be guilty in relation to the Charity but excluding:
i. Fines;
ii. Costs of unsuccessfully defending criminal prosecutions for offences arising out of the fraud, dishonesty or wilful or reckless misconduct of the Trustee or other officer;
iii. Liabilities to the Charity that result from conduct that the Trustee or other officer knew or ought to have known was not in the best interests of the Charity or in respect of which the person concerned did not care whether that conduct was in the best interest of the Charity or not.
6. Dissolution
1. If the members resolve to dissolve the Charity the Trustees will remain in office as charity trustees and be responsible for winding up the affairs of the charity in accordance with this clause
2. The Trustees must collect in all the assets of the charity and must pay or make provision for all the liabilities of the charity
3. The Trustees must apply any remaining property or money:
a) directly for the Objects;
b) by transfer to any charity or charities for purposes the same as or similar to the Charity;
c) in such other manner as the Charity Commissioners for England and Wales (“the Commission”) may approve in writing in advance
4. The members may pass a resolution before or at the same time as the resolution to dissolve the Charity specifying the manner in which the Trustees are to apply the remaining property or assets of the Charity and the Trustees must comply with the resolution if it is consistent with paragraphs (a)-(c) inclusive of sub-clause (3) above
5. In no circumstances shall the net assets of the Charity be paid or distributed among the members of the Charity (except to a member that is itself a charity)
6. The Trustees must notify the Commission promptly that the charity has been dissolved. If the Trustees are obliged to send the charity’s accounts to the Commission for the accounting period which ended before its dissolution, they must send to the Commission the charity’s final accounts
7. The Amendments
1. Any provision contained in Part 1 of this constitution may be amended provided that:
a) no amendment may be made that would have the effect of making the Charity cease to be a charity at law;
b) no amendment may be made to alter the Objects if the change would not be within the reasonable contemplation of the members of or donors to the Charity;
c) no amendment may be made to clause 5 without the prior written consent of the Commission;
d) any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of the members present and voting at a general meeting
2. Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting;
3. A copy of any resolution amending this constitution must be sent to the Commission within twenty one days of it being passed
SCHEDULE
Statement of Beliefs
The Charity has adopted the Universities and Colleges Christian Fellowship Doctrinal Basis as follows
The Doctrinal Basis of the Association shall be the fundamental truths of Christianity as revealed in Holy Scripture, including:
a) There is one God in three persons, the Father, the Son and the Holy Spirit
b) God is sovereign in creation, revelation, redemption and final judgment.
c) The Bible, as originally given, is the inspired and infallible Word of God. It is the supreme authority in all matters of belief and behaviour.
d) Since the fall, the whole of humankind is sinful and guilty, so that everyone is subject to God’s wrath and condemnation.
e) The Lord Jesus Christ, God’s incarnate Son, is fully God; he was born of virgin; his humanity is real and sinless; he died on the cross, was raised bodily from death and is now reigning over heaven and earth.
f) Sinful human beings are redeemed from the guilt, penalty and power of sin only through the sacrificial death once and for all time of their representative and substitute, Jesus Christ, the only mediator between them and God.
g) Those who believe in Christ are pardoned all their sins and accepted in God’s sight only because of the righteousness of Christ credited to them; this justification is God’s act of undeserved mercy, received solely by trust in him and not by their own efforts.
h) The Holy Spirit alone makes the work of Christ effective to individual sinners, enabling them to turn to God from their sin and to trust in Jesus Christ.
i) The Holy Spirit lives in all those he has regenerated. He makes them increasingly Christ-like in character and behaviour and gives them power for their witness in the world.
j) The only holy universal church is the Body of Christ, to which all true believers belong.
k) The Lord Jesus Christ will return in person to judge everyone, to execute God’s just condemnation on those who have not represented and to receive the redeemed to eternal glory.
PART 2
8. Membership
1.1 Membership is open to individuals over eighteen or organisations in the following categories who are approved by the trustees:
a) those who names currently appear on the professional register of Nurses, Midwives and Health Visitors; or
b) Christians who have retired from the register and those involved in nursing but not on the register (such as Health Care Assistants and students) who accept the conditions of membership and who sincerely desire to promote the aims of the Charity
1.2 Members will be required to be in full sympathy with the objects of the charity and to sign the Declaration of Membership in the following words:-
“I am in sympathy with the aims of CNM and its doctrinal basis. I declare my personal faith in Jesus Christ who is my Saviour and I accept the Bible as the supreme authority in matters of faith and conduct.”
2.1 The trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the interests of the Charity to refuse the application.
2.2 The trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision
2.3 The trustees must consider any written representations the applicant may make about the decision. The Trustees’ decision following any written representations must be notified to the applicant in writing but shall be final
3. Membership is not transferable to anyone else
4. The Trustees must keep a register of names and addresses of members which must be made available to any member upon request
9. Termination of Membership
Membership is terminated if:
1. the member dies or, if it as an organisation, ceases to exist;
2. the member resigns by written notice to the Charity unless, after the resignation, there would be less than two members;
3. any sum due from the member to the Charity is not paid in full within six months of it falling due;
4. the members is removed from membership by a resolution of the Trustees that it is in the best interests of the Charity that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
a) the member has been given at least twenty-one days’ notice in writing of the meeting of the Trustees at which the resolution will be proposed and the reasons why it is to be proposed;
b) the member or, at the option of the member, the member’s representative (who need not be a member of the Charity) has been allowed to make representations to the meeting
10. General meetings
1. The charity must hold a general meeting within twelve months of the date of the adoption of this constitution
2. An annual general meeting must be held in each subsequent year and not more than fifteenth months may elapse between successive annual general meetings
3. All general meetings other than annual general meetings shall be called special general meetings
4. The Trustees may call a special general meeting at any time
5. The Trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, whichever is the greater. The request must state the nature of the business that is to be discussed. If the Trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution
11. Notice
1. The minimum period of notice required to hold any general meetings of the Charity is twenty eight clear days from the date on which the notice is deemed to have been given
2. A general meeting may be called by shorter notice if it so agreed by all the members entitled to attend and vote
3. The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting the notice must say so
4. The notice must be given to all the members and to the Trustees
5. Individual members may propose items for the agenda and nominations for the Council not less than 8 clear weeks prior to an annual general meeting. The Executive Council will, at its discretion, add such items to the agenda
12. Quorum
1. No business shall be transacted at any general meeting unless a quorum is present
2. A quorum is:
• [10] members entitled to vote upon the business to be conducted at the meeting; or
• one tenth of the total membership at the time,
whichever is the greater
3. The authorized representative of a member organization shall be counted in the quorum
4. If:
(a) a quorum is not present within half an hour from the time appointed for the meeting; or
(b) during a meeting a quorum ceases to be present
the meeting shall be adjourned to such time and place as the trustees shall determine
5. The Trustees must reconvene the meeting and must give at least seven clear days notice of the reconvened meeting stating the date, time and place of the meeting
6. If no quorum is present at the reconvened meeting within fifteen minutes of the time specified for the start of the meeting the members present at that time shall constitute the quorum for that meeting
13. Chair
1. General meetings shall be chaired by the person who has been elected as Chair
2. If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting a Trustee nominated by the Trustees shall chair the meeting
3. If there is only one Trustee present and willing to act, he or she shall chair the meeting
4. If no Trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting
14. Votes
1. Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have
2. A resolution in writing signed by each member (or in the case of a member that is an organisation by its authorised representative) who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective. It may comprise several copies each signed by or on behalf of one or more members
15. The Executive Council: Officers and Trustees
1. The Charity and its property shall be managed and administered by an Executive Council comprising the Officers and other members elected in accordance with the Constitution. The Officers and other members of the committee shall be the trustees of the Charity and in this constitution are together called “the Trustees”.
2. The Charity shall have the following Officers:
• A Chair
• A Secretary
• A Treasurer
3. A Trustee must be a member of the Charity or the nominated representative of an organisation that is a member of the Charity
4. Any Trustee hereof shall be required to declare his or her belief in and allegiance to the Statement of Beliefs set out in the Schedule hereto and any trustee ceasing to believe in or adhere to such Statement shall immediately resign his or her trusteeship
5. No one may be appointed a Trustee if he or she would be disqualified from acting under the provisions of Clause 18
6. The number of Trustees be not less than three but (unless otherwise determined by a resolution of the Charity in a general meeting) shall not be subject to any maximum
7. The first Trustees (including Officers) shall be those persons elected as Trustees and Officers at the meeting at which this constitution is adopted
8. A Trustee may not appoint anyone to act on his or her behalf at meetings of the Trustees
16. The Appointment of Trustees
1. The Charity in general meeting shall elect the Officers and the other Trustees
2. The Trustees may appoint any person who is willing to act as a Trustee. Subject to paragraph 5(b) of this clause, they may also appoint Trustees to act as officers.
3. Each of the Trustees shall retire with effect from the conclusion of the annual general meeting next after his or her appointment but shall be eligible for re-election at that annual general meeting
4. No one may be elected a Trustee or an Officer at any annual general meeting unless prior to the meeting the Charity is given a notice that:
a) is signed by a member entitled to vote at the meeting;
b) states the member’s intention to propose the appointment of a person as a Trustee or as an officer
c) is signed by the person who is to be proposed to show his or her willingness to be appointed
5. a) The appointment of a Trustee whether by the Charity in general meeting or by the other Trustees must not cause the number of Trustees to exceed any number fixed in accordance with this constitution as the maximum number of Trustees
b) the Trustees may not appoint a person to be an Officer if a person has already been elected or appointed to that office and has not vacated the office
17. Powers of Trustees
1. The trustees must manage the business of the Charity and they have the following powers in order to further the Objects (but not for any other purpose);
a) to raise funds. In doing so, the Trustees must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations
b) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
c) to establish or support any charitable trusts, association or institutions formed for any of the charitable purposes included in the Objects;
d) to obtain and pay for such goods and services as are necessary for carrying out the work of the Charity;
e) to open and operate such bank and other accounts as the Trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
f) to do all such other lawful things as are necessary for the achievement of the Objects;
2. No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the trustees
3. Any meeting of Trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the Trustees
18. Disqualification and Removal of Trustees
A Trustee shall cease to hold office if he or she:
1. is disqualified from acting as a Trustee by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification of that provision);
2. ceases to be a member of the Charity;
3. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
4. resigns as a trustee by notice to the Charity (but only if at least two Trustees will remain in office when the notice of resignation is to take effect); or
5. is absent without the permission of the Trustees from all their meetings held within a period of six consecutive months and the trustees resolve that his or her office be vacated
19. Proceedings of Trustees
1. The Trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution
2. Any Trustee may call a meetings of the trustees
3. The Secretary must call a meeting of the Trustees if requested to do so by a Trustee
4. Questions arising at a meeting must be decided by a simple majority of total members (including absent members)
5. A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of Trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the Trustees or (as the case may be) a Committee of Trustees duly convened and held
6. The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more Trustees
7. Co-option. The Executive Council during its term of office shall have the power to co-opt an expert advisor to assist the Council in its work
20. Minutes
The Trustees must keep minutes of all:
1) appointments of Officers and Trustees made by the Trustees;
2) proceedings at meetings of the Charity
3) meetings of the Trustees and committees of Trustees including:
• the names of the Trustees present at the meeting;
• the decisions made at the meetings; and
• where appropriate the reasons for the decisions
21. Speakers
Only those speakers whose views are known to be in sympathy with the aims and doctrinal basis of the charity shall be invited to take part in its conferences or meetings
22. Relations with other Societies
Joint activities may be arranged with any other organisation which substantially upholds the aims and beliefs of the charity
23. Affiliation
The Charity shall be affiliated to Universities and Colleges Christian Fellowship and shall operate generally in consultation with it and in keeping with its aims
24. Local Groups
A local group shall be defined as an association of two or more members of CNM, at least one of whom has formally contracted with CNM Council to fully support the beliefs and aims of CNM and to represent the interest of CNM within a defined locality. Such a group may use the CNM name and logo and display material on the CNM web-site. The contract terminates at the Council’s discretion or when the contractor/s retire/s.
25. Annual Report and Return and Accounts
1. The Trustees must comply with their obligations under the Charities Act 1993 with regard to:
a) the keeping of accounts records for the Charity;
b) the preparation of annual statements of account for the Charity;
c) the transmission of the statements of account to the Charity;
d) the preparation of an annual report and its transmission to the Commission
2. Accounts must be prepared in accordance with the provisions of any Statement of Recommended Practice issued by the Commission, unless the Trustees are required to prepare accounts in accordance with the provisions of such a Statement prepared by another body
26. Registered particulars
The Trustees must notify the Commission promptly of any changes to the Charity’s entry on the Central Register of Charities.
