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2024-12-30-accounts

Constitution of a Charitable Incorporated Organisation whose only voting members are its Charity Trustees

Holy Oil of Grace

Date of constitution (last amended):

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1. Name

The name of the Charitable Incorporated Organisation (“the CIO”) is “Holy Oil of Grace”.

2. National location of principal office

The principal office of the CIO is in England.

3. Objects

The objects of the CIO which are for the public benefit, are specifically restricted to the following:

To advance the Christian religion for the benefit of the public through the holding of prayer meetings, lectures, public celebration of religious festivals producing and/or distributing literature on Christian faith to enlighten others about the Christian religion and providing pastoral care to the community as part of the adherence to the faith.

4. Powers

The CIO has the power to do anything which is calculate to further its object(s) or is conducive or incidental to doing so. In particular the, CIO has power to:-

5. Application of income and property

(1) The income and property of the CIO must be applied solely towards the promotion of the objects.

  - (a) A Charity Trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO.

  - (b) A Charity Trustee may benefit from Trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

No Charity Trustee or connected person may:

(3) Payment for supply of goods only – controls

The CIO and its Charity Trustees may only rely upon the authority provided by sub-Clause (2)(c) of this Clause if each of the following conditions is satisfied:

(4) In sub-Clauses (2) and (3) of this Clause:

7. Conflicts of interest and conflicts of loyalty

A Charity Trustee must:

Any Charity Trustee absenting him or her from any discussions in accordance with this Clause must not vote or be counted as part of the quorum in any decision of the Charity Trustees on the matter.

8. Liability of members to contribute to the assets of the CIO if it is wound up

If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

9. Charity Trustees

( 1) Functions and duties of Charity Trustees

The Charity Trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each Charity Trustee:

(ii) If he or she acts as a Charity Trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

(2) Eligibility for Trusteeship

(3) Number of Charity Trustees

(4) First Charity Trustees

The first Charity Trustees are as follows:

(a) Grace Olufunmilola Ogunbanjo

10. Appointment of Charity Trustees

11. Information for new Charity Trustees

The Charity Trustees will make available to each new Charity Trustee, on or before his or her first appointment:

12. Retirement and removal of Charity Trustees

(2) Any person retiring as a Charity Trustee is eligible for reappointment.

13. Taking of decisions by Charity Trustees

Any decision may be taken either

(2) By resolution in writing or electronic form agreed by all of the Charity Trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more Charity Trustees has signified their agreement. Such a resolution shall be effective provided that: -

14. Delegation by Charity Trustees

(1) The Charity Trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they shall determine the terms and conditions on which the delegation is made. The Charity Trustees may at any time alter those terms and conditions, or revoke the delegation.

(2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the Charity Trustees, but is subject to the following requirements:

15. Meetings of Charity Trustees

(1) Calling Meetings

(a) Any Charity Trustee may call a meeting of the Charity Trustees.

(2) Chairing of Meetings

The Charity Trustees may appoint a Trustee to Chair their meetings and may at any time revoke such appointment. If no one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the Charity Trustees present may re-appoint a remaining Trustee to Chair that meeting.

(3) Procedure at Meetings

(a) No decision shall be taken at a meeting unless a quorum is present at the time when
the decision is taken. The quorum is two Charity Trustees, or the number nearest to
one third of the total number of Charity Trustees, whichever is greater, or such
larger number as the Charity Trustees may decide from time to time. A Charity
Trustee shall not be counted in the quorum present when any decision is made about
a matter upon which he or she is not entitled to vote.
(b) Questions arising at a meeting shall be decided by a majority of those eligible to
vote.
(4) Participation in Meetings by Electronic Means
A meeting may be held by suitable electronic means agreed by the Charity Trustees in
which each participant may:
(a) Communicate with all the other participants.
(b) Any Charity Trustee participating at a meeting by suitable electronic means agreed
by the Charity Trustees in which a participant or participants may communicate with
all the other participants shall qualify as being present at the meeting.
(c) Meetings held by electronic means must comply with rules for meetings, including
Chairing and the taking of minutes.

16. Membership of the CIO

(1) The members of the CIO shall be its’ Charity Trustees. The only person eligible to be
members of the CIO are its’ Charity Trustees. Membership of the CIO cannot be
transferred to anyone else.
(2) Any member and Charity Trustee who ceases to be a Charity Trustee automatically
ceases to be a member of the CIO.

17. Informal or Associate (non-voting) Membership

(2) Other references in this constitution to “members” and “membership” do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or Dissolution Regulations.

18. Decisions which must be made by the members of the CIO

(1) Any decision to:

Must be made by a resolution of the members of the CIO (rather than a resolution of the Charity Trustees).

(2) Decisions of the members may be made either:

(3) Any decision specified in sub-Clause (1) of this Clause must be made in accordance with the provisions of Clause 28 (amendment of constitution), Clause 29 (Voluntary winding up or dissolution), or the provisions of the Charities Act 2011, the General Regulations or the Dissolution Regulations as applicable. Those provisions require the resolution to be agreed by a 75% majority of those members voting at a general meeting, or agreed by all members in writing.

(4) Except where a resolution in writing must be agreed by all the members, such a resolution may be agreed by a simple majority of all the members who are entitled to vote on it. Such a resolution shall be effective provided that:

The resolution in writing may comprise several copies to which one or more members has signified their agreement. Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated.

19. General Meetings of Members

(1) Calling of General Meetings of Members

The Charity Trustees may designate any of their meetings as a general meeting of the members of the CIO. The purpose of such a meeting is to discharge any business, which must by law be discharged by a resolution of the members of the CIO as specified in Clause 18 (Decisions which must be made by the members of the CIO).

(2) Notice of General Meetings of Members

(3) Procedure at General Meetings of Members

The provisions in Clause 15 (2)-(4) governing the chairing of meetings, procedure at meetings and participation in meetings by electronic means apply to any general meeting of the members, with all references to Trustees to be taken as references to members.

20. Saving Provisions

If, without the vote of that Charity Trustee and that Charity Trustee being counted in the quorum, the decision has been made by a majority of the Charity Trustees at a quorate meeting.

21. Execution of documents

(3) If the CIO has a seal:

The seal must only be used by the authority of the Charity Trustees or of a committee of Charity Trustees duly authorised by the Charity Trustees. The Charity Trustees may determine who shall sign any document to which the seal is affixed and unless otherwise so determined it shall be signed by two Charity Trustees.

22. Use of Electronic Communications

(1) General

The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:

(a) the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;

(b) any requirements to provide information to the Commission in a particular form or manner

(2) To the CIO

Any member or charity trustee of the CIO may communicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO.

(3) By the CIO

(a) Any member or charity trustee of the CIO, by providing the CIO with his or her email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO his or her unwillingness to receive such communications in that form.

(b) The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website:

(ii) give charity trustees notice of their meetings in accordance with clause 15(1) (Calling meetings); and

(iii) submit any proposal to the members or charity trustees for decision by written resolution or postal vote in accordance with the CIO’s powers under clause 18 (Members’ decisions), 18(4) (Decisions taken by resolution in writing).

23. Keeping of Registers

The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, a (combined) Register of its members and Charity Trustees.

24. Minutes

The Charity Trustees must keep minutes of all:

25. Accounting Records, Accounts, Annual Reports and Returns, Register Maintenance

26. Rules

The Charity Trustees may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or by laws must not be inconsistent with any provision of this constitution. Copies of any such rules or by laws currently in force must be made available to any member of the CIO on request.

27. Disputes

If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

28. Amendment of constitution

As provided by sections 224-227 of the Charities Act 2011:

(1) This constitution can only be amended:

29. Voluntary winding up or dissolution

(1) As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:

30. Interpretation

In this constitution:

connected person ” means:

(f) Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.

“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.

“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.

The “Communications Provisions” means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations.

“Charity Trustee” means a Charity Trustee of the CIO.

A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.