Constitution
Proceedings of the Trustees
28) The Trustees may regulate their proceedings as they think fit, subject to the provisions of this constitution.
29) The Trustees must hold at least two meetings in each calendar year.
30) At their first meeting after an Annual Congregational Meeting the Trustees shall elect the following officers from amongst their number:
- a) a chair;
- b) a secretary; and
- c) a treasurer.
31) Any Trustee may request a meeting of the Trustees and the secretary must convene a meeting of the Trustees if requested to do so by a Trustee.
32) Questions arising at a meeting must be decided by a majority of votes.
33) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
34) No decision may be made by a meeting of the Trustees unless a quorum is present at the time the decision is purported to be made.
35) The quorum shall be either:
- a) two or the number nearest to one third of the total number of Trustees, whichever is the greater; or
- b) such larger number as may be decided from time to time by the Trustees.
36) A Trustee shall not be counted in the quorum present when any decision is made about a matter upon which that Trustee is not entitled to vote.
37) If the number of Trustees is less than the number fixed as the quorum, the continuing Trustees or Trustee may act for the purpose of filling vacancies or of calling a Congregational Meeting but for no other purpose.
38) The person elected as the chair shall chair meetings of the Trustees.
39) If the chair is unable or unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the Trustees present may appoint one of their number to chair that meeting.
40) The person appointed to chair meetings of the Trustees shall have no functions or powers except those conferred by this Constitution or delegated to him or her in writing by the Trustees.
41) A resolution in writing signed by all the Trustees entitled to receive notice of a meeting of Trustees or of a committee of the 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.
42) The resolution in writing may comprise several documents, each containing the text of the resolution in like form and each signed by one or more Trustees.
43) The Trustees may delegate any of their powers or functions to a committee of two or more persons, all or a majority of whom shall be Trustees, subject to such conditions (if any) as they think fit. All acts and proceedings of any such committee must be reported promptly to the Trustees.
44) The Trustees must keep minutes of all:
- a) appointments of officers and Co-opted Trustees made by the Trustees;
- b) proceedings at Congregational Meetings; and
- c) meetings of the Trustees and committees of the Trustees, including:
- i) the names of the Trustees or committee members present at the meeting;
- ii) the decisions made at the meeting; and
- iii) where appropriate, the reasons for the decisions.
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