THE GUILD OF PASTORAL PSYCHOLOGY

CONSTITUTION  

(as amended by Resolution dated 9^th July 2011)

Charity No. 212662

1. NAME 

The name of the Charity is “The Guild of Pastoral Psychology”.

2. OBJECTS 

The objects of the Charity are to advance education in depth psychology and its relationship to religion and spirituality, in particular in relation to the discoveries deriving from the work of C. G. Jung (“the Objects”).

 3. POWERS 

The Charity has the following powers, which may be exercised only in promoting the Objects:

3.1 To arrange, facilitate, promote and support activities for the furtherance of the Objects.

3.2 To publish or distribute materials on any media.

3.3 To promote or carry out research, and to provide advice and information.

3.4 To cooperate with other bodies in ways which will further the Objects.

3.5 To raise funds (but not by means of taxable trading).

3.6 To borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Act 1993).

3.7 To acquire or hire property of any kind.

3.8 To let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Act 1993).

3.9 To make grants or loans of money and to give guarantees.

3.10 To set aside funds for special purposes or as reserves against future expenditure.

3.11 To deposit or invest funds in any lawful manner (but to invest only after obtaining advice from a financial expert and having regard to the suitability of investments and the need for diversification).

3.12 To insure the Charity’s property against any foreseeable risk and take out other insurance policies to protect the Charity where required.

3.13 Subject to clause 9.2, to employ paid or unpaid agents, staff or advisers.

3.14 To do anything else within the law which promotes or helps to promote the Objects.

4. MEMBERSHIP 

4.1 Membership of the Charity is open to any individual or organisation interested in promoting the Objects.

4.2 The Trustees may establish different classes of membership and set appropriate rates of subscription.

4.3 The Trustees must keep a register of members.

4.4 A member whose subscription is six months in arrears ceases to be a member but may be readmitted on payment of the amount owing.

4.5 A member may resign by written notice to the Charity.

4.6 The Trustees may terminate the membership of any individual or organisation whose continued membership would in the reasonable view of the Trustees be harmful to the Charity (but only after notifying the member concerned in writing and considering the matter in the light of any written representations which the member puts forward within 14 clear days after receiving notice).

4.7 Membership of the Charity is not transferable.

5. GENERAL MEETINGS 

5.1 All members are entitled to attend general meetings of the Charity in person or (in the case of a member organisation) through an authorised representative.

5.2 General meetings are called by 21 clear days’ written notice to the members specifying the business to be transacted.

5.3 There is a quorum at a general meeting if the number of members or authorised representatives personally present is at least 15 (or 5% of the members if greater).

5.4 The Chair or (if the Chair is unable or unwilling to do so) some other member elected by those present presides at a general meeting.

5.5 Except where otherwise provided in this Constitution, every issue at a general meeting is determined by a simple majority of the votes cast by the members present in person or (in the case of a member organisation) through an authorised representative.

5.6 Except for the chair of the meeting, who has a second or casting vote, every member present in person or (in the case of a member organisation) through an authorised representative is entitled to one vote on every issue.

5.7 An AGM must be held in every year (except that the first AGM may be held at any time within 18 months after the formation of the Charity).

At an AGM the members:

5.8.1 receive the accounts of the Charity for the previous financial year

5.8.2 receive the report of the Trustees on the Charity’s activities since the previous AGM

5.8.3 elect Trustees to replace those retiring from office

5.8.4 appoint an auditor or independent examiner for the Charity where required

5.8.5 may confer on any individual (with his or her consent) the honorary title of Patron or Honorary Fellow of the Charity

5.8.6 discuss and determine any issues of policy or deal with any other business put before them.

5.9 An EGM may be called at any time by the Trustees and must be called within 14 days after a written request to the Trustees from at least 5 members.

6. THE TRUSTEES 

6.1 The Trustees as charity trustees have control of the Charity and its property and funds.

6.2 The body of Trustees when complete consists of at least 7 and not more than 23
individuals, all of whom must be members (but not paid employees) of the Charity, these
being:

6.2.1 at least 7 and not more than 17 Trustees elected under Clause 5.8.3. (“the
elected Trustees”) and

6.2.2 up to 6 Trustees appointed by the body of Trustees (“the appointed Trustees”)

6.3 One third (or the number nearest one third) of the elected Trustees must retire at each AGM, those longest in office retiring first and the choice between any of equal service being made by drawing lots. Any Trustee retiring under this Clause may stand for re-election.

6.4. An appointed Trustee shall serve for a number of years (not exceeding three) decided
by the Trustees on his or her appointment, but may be re-appointed or might stand for re-election after his or her term of office expires.

6.5 Every Trustee must sign a declaration of willingness to act as a charity trustee of the Charity before he or she is eligible to vote at any meeting of the Trustees.

6.6 A Trustee will automatically cease to be a Trustee if he or she:

6.6.1 is disqualified under the Charities Act 1993 from acting as a charity trustee

6.6.2 is absent from 3 consecutive meetings of the Trustees unless the Trustees resolve at the third such meeting that his or her membership of the Trustee body shall not automatically cease

6.6.3 ceases to be a member of the Charity (but such a person may be reinstated by resolution of all the other Trustees on resuming membership of the Charity)

6.6.4 resigns by written notice to the Trustees (but only if at least two Trustees will remain in office)

6.6.5 is removed by a resolution passed by all the other Trustees after inviting the views of the Trustee concerned and considering the matter in the light of any such views.

6.7 A retiring Trustee is entitled to an indemnity from the continuing Trustees at the expense of the Charity in respect of any liabilities properly incurred while he or she held office.

6.8 A technical defect in the election of a Trustee of which the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

7. TRUSTEES MEETINGS 

7.1 The Trustees must hold at least 4 meetings each year.

7.2 A quorum at a Trustees meeting is 4 Trustees.

7.3 A Trustees meeting may be held either in person or through electronic means agreed by the Trustees in which each participant may communicate with all other participants.

7.4 The Chair or (if the Chair is unable or unwilling to do so) some other Trustee chosen by those present presides at each Trustees meeting.

7.5 Every issue may be determined by a simple majority of the votes cast at a Trustees meeting but a resolution which is in writing and signed by all Trustees is as valid as a resolution passed at a meeting and for this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature.

7.6 Except for the Chair of the meeting, who has a second or casting vote, every Trustee has one vote on each issue.

8. POWERS OF THE TRUSTEES 

The Trustees have the following powers in the administration of the Charity:

8.1 To appoint a Chair from amongst their number.

8.2 To appoint a Treasurer and other honorary officers.

8.3 To delegate any of their functions to sub-Committees consisting of two or more persons appointed by them (but at least 2 members of every subcommittee must be Trustees and all proceedings of sub-Committees must be reported promptly to the Trustees).

8.4 To make Standing Orders consistent with this Constitution to govern proceedings at general meetings.

8.5 To make Rules consistent with this Constitution about the meetings of Trustees and sub-Committees.

8.6 To make Regulations consistent with this Constitution about the running of the Charity (including the operation of bank accounts and the commitment of funds).

8.7 To resolve or establish procedures to assist the resolution of disputes within the Charity.

8.8 To exercise any powers of the Charity which are not reserved to a general meeting.

9. PROPERTY & FUNDS 

9.1 The property and funds of the Charity must be used only for promoting the Objects and do not belong to the members of the Charity or the Trustees.

9.2 No Trustee may receive any payment of money or other material benefit (whether direct or indirect) from the Charity except.

9.2.1 reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of the Charity

9.2.2 interest at a reasonable rate on money lent to the Charity

9.2.3 a reasonable rent or hiring fee for property let or hired to the Charity

9.2.4 an indemnity in respect of any liabilities properly incurred in running the Charity (including the costs of a successful defence to criminal proceedings)

9.2.5 in the case of an individual member, charitable benefits in his or her capacity as a beneficiary

9.2.6 in cases where a Trustee is providing specialist services of a kind and at a rate agreed by the Trustees to be in the Guild’s best interests, and set out in written agreement.

9.3 Whenever a Trustee or a member of a sub-Committee has a personal interest in a matter to be discussed at a meeting, the Trustee or member must:

9.3.1 declare an interest before discussion begins on the matter

9.3.2 withdraw from that part of the meeting unless expressly invited to remain in order to provide information

9.3.3 not be counted in the quorum for that part of the meeting

9.3.4 withdraw during the vote and have no vote on the matter.

9.4 Any trust corporation which is appointed as a holding trustee or any nominee for the Charity may be paid reasonable fees.

9.5 Funds which are not required for immediate use or which will be required for use at a future date must be placed on deposit or invested in accordance with clause 3.11 until needed.

9.6 Investments and other property of the Charity may be held:

9.6.1 in the names of the Trustees for the time being (or in the name of the Trustees if incorporated under the Charities Act 1993)

9.6.2 in the name of a nominee (being a corporate body registered or having an established place of business in England and Wales) under the control of the Trustees

9.6.3 in the name of at least two and up to four holding trustees for the Charity who must be appointed (and may be removed) by a resolution of the Trustees

9.6.4 in the name of a trust corporation as a holding trustee for the Charity, which must be appointed (and may be removed) by deed executed by the Trustees

9.6.5 in the case of land, by the Official Custodian for Charities under an order of the Commission or the Court.

10. RECORDS & ACCOUNTS 

10.1 The Trustees must comply with the requirements of the Charities Act 1993 as to the keeping of financial records, the audit or independent examination of accounts and the preparation and transmission to the Commission of:

10.1.1 annual reports

10.1.2 annual returns

10.1.3 annual statements of account.

10.2 The Trustees must keep proper records of:

10.2.1 all proceedings at Trustees meetings

10.2.2 all proceedings at Trustees meetings

10.2.3 all reports of sub-Committees

10.2.4 all professional advice obtained.

10.3 Annual reports and statements of account relating to the Charity must be made available for inspection by any member of the Charity.

10.4 A copy of the latest available statement of account must be supplied to any person who makes a written request and pays the Charity’s reasonable costs (as required by the Charities Act 1993).

11. NOTICES 

11.1 Notices under this Constitution may be sent by hand, or by post or by suitable electronic means or (where applicable to members generally) may be published in any suitable journal or newspaper or in any newsletter distributed by the Charity.

11.2 The address at which a member is entitled to receive notices is the address noted in the register of members (or, if none, the last known address).

11.3 Any notice given in accordance with this Constitution is to be treated for all purposes as having been received:

11.3.1 24 hours after being sent by electronic means or delivered by hand to the relevant address

11.3.2 two clear days after being sent by first class post to that address

11.3.3 three clear days after being sent by second class post or overseas post to that address

11.3.4 on the date of publication of a journal or newspaper containing the notice

11.3.5 on being handed to the member or its authorised representative personally or, if earlier,

11.3.6 as soon as the member acknowledges actual receipt.

11.4 A technical defect in the giving of notice of which the members or the Trustees are unaware at the time does not invalidate decisions taken at a meeting.

12. AMENDMENTS 

This Constitution may be amended at a general meeting by a two-thirds majority of the votes cast, but:

12.1 The members must be given 21 clear days’ notice of the proposed amendments.

12.2 No amendment is valid if it would make a fundamental change to the Objects or to this clause or destroy the charitable status of the Charity.

12.3 Clauses 9.2 and 9.3 may not be amended without the prior written consent of the Commission.

13. DISSOLUTION 

13.1 If at any time the members at a general meeting decide to dissolve the Charity, the Trustees will remain in office as charity trustees and will be responsible for the orderly winding up of the Charity’s affairs.

13.2 After making provision for all outstanding liabilities of the Charity, the Trustees must apply the remaining property and funds in one or more of the following ways:

13.2.1 by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects

13.2.2 directly for the Objects or charitable purposes within or similar to the Objects

13.2.3 in such other manner consistent with charitable status as the Commission approve in writing in advance

13.3 A final report and statement of account relating to the Charity must be sent to the Commission.

14. INTERPRETATION 

In this Constitution:

14.1 ‘AGM’ means an annual general meeting of the members of the Charity

‘the Charity’ means the charity comprised in this constitution.

‘authorised representative’ means an individual who is authorised by a member organisation to act on its behalf at meetings of the Charity

‘the Chair’ means the chair of the Charity.

‘charity trustees’ has the meaning prescribed by section 97(1) of the Charities Act 1993.

‘clear day’ means 24 hours from midnight following the triggering event.

‘the Commission’ means the Charity Commissioners for England and Wales.

‘EGM’ means a general meeting of the members of the Charity which is not an AGM.

‘fundamental change’ means such a change as would not have been within the reasonable contemplation of a person making a donation to the Charity

‘holding trustee’ means an individual or corporate body responsible for holding the title to property but not authorised to make any decisions relating to its use, investment or disposal.

‘independent examiner’ has the meaning prescribed by section 43(3)(a) of the Charities Act 1993.

‘material benefit’ means a benefit which may not be financial but has a monetary value.

‘member’ and ‘membership’ refer to members of the Charity

‘months’ means calendar months.

‘the Objects’ means the charitable objects of the Charity set out in clause 2

‘taxable trading’ means carrying on a trade or business on a continuing basis for the principal purpose of raising funds and not for the purpose of actually carrying out the Objects.

‘trust corporation’ has the meaning prescribed by section 205(1)(xxviii) of the Law of Property Act 1925 but does not include the Public Trustee)

‘written’ or ‘in writing’ refers to a legible document on paper including a fax message.

‘year’ means calendar year.

14.2 References to ‘the Trustees’ is to the governing body of the Charity, also known as ‘the Council’.

14.3 References to an Act of Parliament are references to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.