1. Name 

1.1. The name of the Fellowship shall be 'The Evangelical Fellowship in the Anglican Communion'. 

  1. Aims 

2.1. The aims of the Fellowship, as stated below, rest on the conviction that a strong gospel witness to the great biblical and Reformation principles (as set out in the Statement of Faith and Declarations) is essential for the life and health of the Anglican Communion, within the wider context of seeking first God’s kingdom and the building up of his people. These aims are: 

2.1.1. to promote the gospel of our Lord Jesus Christ through upholding the supreme authority of Scripture in matters of both faith and conduct throughout the Anglican Communion at every level of its life and witness; 

2.1.2. to stand with evangelical Anglicans in a commitment to biblical obedience, particularly in the areas of Christian discipleship, servant leadership, faithful conduct, church renewal, and mission in the world; 

2.1.3. to establish fellowship and unity in the Apostolic faith among evangelical Anglicans and to build strong relationships both locally and globally; 

2.1.4. to be a resource for developing and encouraging biblically faithful witness and leadership in all spheres of life, especially by 

2.1.4.1. taking counsel together on important issues, and 

2.1.4.2. articulating gospel distinctives in the areas of faith, order, life and mission by publications and other media. 

  1. Statement of Faith 

3.1. As members of the Anglican Communion within the one, holy, catholic and apostolic church, we affirm the faith, which is uniquely revealed in the holy Scriptures, set forth in the catholic creeds, and of which The Thirty-Nine Articles of Religion are a general exposition. Standing in the Reformed tradition, we lay special emphasis on the grace of God – his unmerited mercy – as expressed in the doctrines which follow: 

3.1.1. God as the Source of Grace. In continuity with the teaching of Holy Scripture and the Christian creeds, we worship one God in three Persons – Father, Son, and Holy Spirit. God has created all things, and us in his own image; all life, truth, holiness, and beauty come from him. His Son Jesus Christ, full God and fully man, was conceived through the Holy Spirit and born of the Virgin Mary, was crucified, died, rose and ascended to reign in glory. 

3.1.2. The Bible as the Revelation of Grace. We receive the canonical books of the Old and New Testament as the wholly reliable revelation and record of God’s grace, given by the Holy Spirit as the true word of God written. The Bible has been given to lead us to salvation, to be the ultimate rule for Christian faith and conduct, and the supreme authority by which the Church must ever reform itself and judge its traditions. 

3.1.3. The Atonement as the Work of Grace. We believe that Jesus Christ came to save lost sinners. Though sinless, he bore our sins, and their judgment, on the cross, thus accomplishing our salvation. By raising Christ bodily from the dead, God vindicated him as Lord and Saviour and proclaimed his victory. Salvation is in Christ alone. 

3.1.4. The Church as the Community of Grace. We hold that the Church is God’s covenant community, whose members, drawn from every nation, having been justified by grace through faith, inherit the promises made to Abraham and fulfilled in Christ. As a fellowship of the Spirit manifesting his fruit and exercising his gifts, it is called to worship God grow in grace, and bear witness to him and his Kingdom. God’s Church is one body and must ever strive to discover and experience that unity in truth and love which it has in Christ, especially through its confession of the apostolic faith and in its observance of the dominical Sacraments. 

3.1.5. The Sacraments as the Signs and Seals of Grace. We maintain that the Sacraments of Baptism and Holy Communion proclaim the gospel as effective and visible signs of our justification and sanctification, and as true means of God’s grace to those who repent and believe. Baptism is the sign of forgiveness of sin, the gift of the Spirit, new birth to righteousness and entry into the fellowship of the People of God. Holy Communion is the sign of the living, nourishing presence of Christ through his Spirit to his people; the memorial of his one, perfect completed and all- sufficient sacrifice for sin, from whose achievement all may benefit but in whose atoning self-offering none can share; and an occasion to offer through him our sacrifice of thanksgiving and praise. 

3.1.6. Ministry as the Stewardship of Grace. We share, as the people of God, in a royal priesthood common to the whole Church, and in the community of the Suffering Servant. Our mission is the proclamation of the gospel by the preaching of the word, as well as by caring for the needy, challenging evil and promoting justice and a more responsible use of the world’s resources. It is the particular vocation of bishops and presbyters, together with deacons, to build up the body of Christ in truth and love, as pastors, teachers, and servants of the servants of God. 

3.1.7. Christ’s Return as the Triumph of Grace. We look forward expectantly to the final manifestation of Christ’s grace and glory when he comes again to raise the dead, judge the world, vindicate his chosen and bring his Kingdom to its eternal fulfilment in the new heaven and the new earth. 

  1. Membership, and Assent to the Aims, Statement of Faith, and Declarations

4.1. The members of the Fellowship shall consist of (i) those national or regional groups of Anglican evangelicals (hereinafter called ‘group members’) and (ii) those individual Anglican evangelicals (hereinafter called ‘individual members’) whom the Council shall at its discretion admit to membership. 

4.2. Each member of EFAC (whether group or individual member), upon admission to membership, and each (i) Trustee, (ii) member of the Council, and (iii) member of the Executive Committee, upon assuming or re- assuming office, shall signify in writing their agreement with the Aims and Statement of Faith set out in sections 2 and 3 above, respectively, and the following additional declarations: 

4.2.1. We gladly proclaim and submit to the unique and universal Lordship of Jesus Christ, the Son of God, humanity’s only Saviour from sin, judgement and hell, who lived the life we could not live and died the death that we deserve. By his atoning death and glorious resurrection, he secured the redemption of all who come to him in repentance and faith. 

4.2.2. We acknowledge God’s creation of humankind as male and female and the unchangeable standard of Christian marriage between one man and one woman as the proper place for sexual intimacy and the basis of the family. We repent of our failures to maintain this standard and call for a renewed commitment to lifelong fidelity in marriage and abstinence for those who are not married. 

4.3. No group may be admitted to membership unless, in the opinion of the Council, it is representative of the evangelical Anglicans in its particular region or nation. 

4.4. No individual may be admitted to membership if there is in the nation or region in which he normally resides either a group member or a group which is in the opinion of the Council eligible for group membership. 

4.5. Unless and until the Council otherwise resolve there shall be no limit to the number of members. 

  1. Council 

5.1. The affairs of the Fellowship shall be administered and managed by the Council. 

5.2. The Council shall consist of at least one representative (but no more than 2 representatives) from each group member elected by resolution of the group member’s governing body. 

5.3. The Council may at any time co-opt any person as a Councillor either to fill a casual vacancy or by way of addition to the Council, provided that the number of co-opted Councillors at any time shall not exceed one quarter of the total number of Councillors for the time being. 

5.4. Each Councillor shall be entitled to one vote. 

5.5. The Council shall meet at least once in every 5 years. 

5.6. Members of the Council who find themselves unable to attend a meeting of the Council may nominate an alternate with the approval of the Chair and General Secretary. 

5.7. The Minutes of Council meetings shall be sent to all (group and individual) 

members. 

5.8. The Council shall have power from time to time to elect an Executive 

Committee which shall ordinarily consist of: 

5.8.1. A President; 

5.8.2. An Executive Committee Chair; 

5.8.3. A General Secretary; 

5.8.4. A Treasurer; and 

5.8.5. Up to six individuals (so far as possible representing Anglican 

evangelicals in all of the regions of the world). 

5.9. Members of the Executive shall hold office for a period of up to 5 years and shall be eligible for reappointment on such terms and with such duties as the Council shall determine. 

5.10. All members of the Council’s Executive Committee shall also be ex officio members of the Council. See below para. 6.3. 

5.11. Subject to the provisions of this Constitution the Council may make such regulations as it thinks fit for the proper conduct of its own affairs and the affairs of the Fellowship. Copies of any such regulations currently in force must be made available to any member of the Council on request. 

  1. Executive Committee 

6.1. The Council may delegate the management of its affairs, upon such terms as it thinks fit, to an Executive Committee. 

6.2. Members of the Executive Committee who find themselves unable to attend a meeting of the Executive Committee may nominate an alternate with the approval of the Chair and General Secretary. 

6.3. All members of the Executive Committee shall be ex officio members of the Council. 

6.4. The Executive Committee may appoint sub-committees at its discretion. 

6.5. The Minutes of Executive Committee meetings shall be sent to all members of the Council. 

6.6. The General Secretary’s duties and terms of appointment shall be determined by the Executive Committee, to whom the General Secretary shall be immediately responsible. 

  1. Patrons 

7.1. The Council may from time to time invite widely acknowledged evangelical Anglican leaders to be patrons of the Fellowship, and thereby to lend it their name, support and counsel. Patrons are free to attend and speak, but not vote, at Council meetings, and shall receive all the literature which is sent to the Council. Their appointment shall be reviewed every five years. 

  1. Trustees 

8.1. The income and property of the Fellowship is held in trust in England by a Charitable Incorporated Organisation (“CIO”) with the registered charity number 212314. 

8.2. The affairs of the CIO are governed by English law and managed by Trustees who are obliged to further the purposes of the CIO in accordance with English law and the constitution of the CIO. 

8.3. The Trustees are appointed by the CIO in accordance with its constitution. 

8.4. The Trustees are obliged to comply with the requirements of English law with regard to the keeping of accounting records, to the preparation and scrutiny of statements of account and to the preparation of annual reports and returns. 

8.5. Two Trustees elected by resolution of the Trustees shall be ex officio members of the Executive Committee. 

  1. Finance 

9.1. The Executive Committee, in consultation with the Trustees, shall approve an annual budget. 

9.2. The Executive Committee may not enter into a transaction of a financial nature (including the borrowing of money, the incurring of expenditure, the acquisition of property, the acquisition, investment or disposal of funds and the undertaking of any contractual or other financial obligations) without the prior written approval of the Trustees. Any unapproved transaction of a financial nature shall be null and void. 

9.3. The Executive Committee shall present annual reports and returns to the Council. 

  1. Meetings 

10.1. Calling meetings 

10.1.1. Regular meetings of the Council and Executive Committee shall be called by the Chair of the Executive and the General Secretary in consultation. 

10.1.2. Any six members of the Council and any four members of the Executive Committee may call an emergency meeting of the Council and Executive Committee, respectively, on at least 14 days' notice. 

10.1.3. Subject to that, the Chair of the Executive Committee and the General Secretary, in consultation, shall decide how meetings are to be called, and what notice is required. 

10.2. Chairing of meetings 

10.2.1. Meetings of the Council and the Executive Committee shall be chaired by the Chair of the Executive Committee. 

10.2.2. If the Chair of the Executive is unwilling to preside or is not present within 10 minutes after the time of the meeting, those present may appoint one of their number to chair that meeting. 

10.3. Procedure at meetings 

10.3.1. No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is nine at meetings of the Council and four, at meetings of the Executive Committee. 

10.3.2. Questions arising at a meeting shall be decided by a majority of those eligible to vote. 

10.3.3. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote. 

10.4. Participation in meetings by electronic means 

10.4.1. A meeting may be held by suitable electronic means in which each participant may communicate with all the other participants. 

10.4.2. Any person participating at a meeting by suitable electronic means shall qualify as being present at the meeting. 

10.4.3. Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes. 

  1. Taking of decisions 

11.1. Any decision of the Council or Executive Committee may be taken either 

11.1.1. at a meeting of the Council or Executive Committee, respectively; or 

11.1.2. by resolution in writing or electronic form, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which the members have signified their agreement. 

  1. Use of electronic communications 

12.1. The General Secretary shall provide within 21 days on request a hard copy of any document or information sent otherwise than in hard copy form. 

12.2. By providing the Fellowship with his or her email address or similar, any member of the Council is taken to have agreed to receive communications from the Fellowship and other members of the Council in electronic form at that address, unless he or she has indicated his or her unwillingness to receive such communications in that form. 

  1. Amendments to the Constitution 

13.1. The Constitution may be altered only by a resolution of the Council passed by a three-quarter’s majority of all the Councillors. 

13.2. Any meeting called to consider a resolution relating to the amendment of the Constitution shall be called by at least one calendar months' written notice (calculated as from the date of notification), and such written notice shall set out the resolution to be considered and shall state that Councillors may vote either in person or by proxy or by post. 

In its original form, this Constitution was dated 20 September 1962. 

Amendments to the Constitution were ratified by the Executive Committee on 30 March 1987, 9 August 1988 and by the Council on 7 February 2019 and (via email) on 20 March 2020. 

APPENDIX 

Original preface to EFAC constitution (written in 1962) 

Evangelicals have a name for being individualists. The reputation is not altogether undeserved. It is a sad fact that groups of evangelical Anglicans have existed for some years in different countries without being in fruitful contact, let alone living fellowship, with each other, while in other parts of the world there are evangelicals without any organization to draw them together. 

But today evangelicals cannot afford the luxury of isolation. The Church of England has a precious evangelical heritage. Although gratefully “ catholic ” in the sense that it cherishes its historical continuity with the past and holds fast to the catholic faith of the Creeds, it is as yet outspokenly Protestant and Reformed in its repudiation of all doctrine which has no clear warrant in Holy Scripture. Nevertheless, there are Churches of the Anglican Communion which have sadly departed, to a greater or lesser extent, from biblical truth and Reformation principle. Even those Anglicans who are not themselves evangelical, but who value what they call the comprehensiveness of the Church of England, must grieve that in some areas the evangelical element is almost entirely absent. 

At the same time, there do exist, wherever Anglicanism flourishes, fellowships of evangelicals, some vigorous and vocal, some struggling and silent. 

A number of evangelicals in several parts of the world have been concerned since the Lambeth Conference of 1958 to bring these evangelical groups into closer and richer contact with one another, for purposes of mutual counsel and encouragement. Evangelicals of all denominations are already in warm fellowship with each other through the World Evangelical Fellowship, and it seems that something similar is needed for evangelical Anglicans as well. 

In consequence, an Evangelical Fellowship in the Anglican Communion has been brought into being, with Archbishop Hugh R. Gough, Primate of Australia, as its first President, and Bishop Marcus Loane and the Rev. J. R. W. Stott as its co- secretaries. The founder group members are the Canadian Anglican Evangelical Fellowship, the Church of England Evangelical Council, the New Zealand Evangelical Churchmen’s Fellowship, the Evangelical Fellowship of Sydney Churchmen, the Tanganyika Anglican Evangelical Fellowship, and the Evangelical Fellowship of Victoria, while founder individual members exist in America, Asia, and Africa. It is hoped to enrol other group and individual members in due course. 

Owing to the cost of travel, it is not expected that the Council of the Evangelical Fellowship in the Anglican Communion (consisting of two representatives from each group member) will be able to meet more than once in every quinquennium, namely, during the Lambeth and the Pan-Anglican Congresses. 

An informal meeting of some members did, however, take place in November 1961, in New Delhi during the Third Assembly of the World Council of Churches. 

The purpose of the Evangelical Fellowship in the Anglican Communion is not partisan in any narrow or negative sense, but positive and eirenical. Its members are deeply concerned to see the truth of the Gospel, proclaimed in the Scripture and rediscovered at the Reformation, more thoroughly and widely embraced in the Anglican Communion, in order that God in all things may be glorified through Jesus Christ.

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Constitution of The Evangelical Fellowship in the Anglican Communion 

(a Charitable Incorporated Organisation whose only voting members are its charity trustees) 

Date of constitution (last amended): 20 March 2020 

  1. Name 

1.1. The name of the Charitable Incorporated Organisation (“the CIO”) is "The Evangelical Fellowship in the Anglican Communion". 

  1. National location of principal office 

2.1. The CIO must have a principal office in England or Wales. The principal office of the CIO is in England. 

  1. Object 

3.1. The object of the CIO is to further fellowship between evangelical Anglicans throughout the world. 

3.2. The object of the CIO rests on the conviction that a strong biblical witness is essential for the life and health of the Anglican Communion, within the wider context of seeking first God’s kingdom and the building up of His people. 

3.3. In furtherance of the object, the aims of the CIO are: 

3.3.1. to advance the Christian faith for the public benefit by enabling and supporting biblically faithful fellowship, teaching and mission in the United Kingdom and throughout the Anglican Communion, thus benefitting individuals and society by motivating people through its vision of a transformed and peace-filled world and the flourishing of humankind under God, to serve God and love their neighbours. 

3.3.2. to fulfil such other purposes which are exclusively charitable according to the law of England and Wales and are connected with the work of the charity. 

3.3.3. to promote, in accordance with the Statement of Faith and Declarations in the Schedule hereto, the supreme authority of Scripture in matters of both faith and conduct in the United Kingdom and throughout the Anglican Communion at every level of its life and witness. 

3.3.4. to share with members of the Anglican Communion a commitment to biblical obedience, particularly in the areas of Christian discipleship, servant leadership, church renewal, and mission in the world. 

3.3.5. to foster fellowship and unity among evangelical Anglicans throughout the world. 

3.3.6. to function as a resource group to develop and encourage biblically faithful leadership in all spheres of life. 

3.3.7. to provide a forum 

3.3.7.1. for taking counsel together on important issues, in order where possible to develop policies in matters of common concern, and 

3.3.7.2. for articulating gospel distinctives in the areas of faith, order, life and mission by consultations and publications. 

3.4. Nothing in this constitution shall authorise an application of the property of the ClO for the purposes which are not charitable in accordance with the Charities Act 2011. 

  1. Powers 

4.1. The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. 

4.2. In particular, the CIO has power to: 

4.2.1. borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011, if it wishes to mortgage land; 

4.2.2. buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use; 

4.2.3. sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the ClO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011; 

4.2.4. employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of that clause; 

4.2.5. deposit and invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do so under the Trustee Act 2000; 

4.2.6. raise funds. In exercising this power, the CIO must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations. 

4.2.7. support any charitable bodies with charitable objects similar to those in paragraph 2.1 above. 

  1. Application of income and property 

5.1. The income and property of the CIO must be applied solely towards the promotion of the objects. 

5.1.1. A charity trustee is entitled to be reimbursed from the property of the CIO or may payout of such property reasonable expenses properly incurred by him or her when acting on behalf of the ClO. 

5.1.2. 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. 

5.2. None of the income or property of the ClO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the ClO. 

5.3. Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6. 

  1. Benefits and payments to charity trustees and connected persons 

6.1. General provisions 

6.1.1. No charity trustee or connected person may: 

6.1.1.1. buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public; 

6.1.1.2. sell goods, services, or any interest in land to the CIO; 

6.1.1.3. be employed by, or receive any remuneration from, the CIO; 

6.1.1.4. receive any other financial benefit from the CIO; unless the payment or benefit is permitted by sub-clause 6.2 or authorised by the court or the Charity Commission (“the Commission”). In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has monetary value. 

6.2. Scope and powers permitting trustees‘ or connected persons’ benefits 

6.2.1. A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way. 

6.2.2. A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011. 

6.2.3. Subject to sub-clause 6.3 of this clause a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person. 

6.2.4. A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate). 

6.2.5. A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion. 

6.2.6. A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public. 

6.3. Payment for supply of goods only - controls 

6.3.1. The CIO and its charity trustees may only rely upon the authority provided by sub-clause 6.2.3 of this clause if each of the following conditions is satisfied: 

6.3.1.1. The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”). 

6.3.1.2. The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question. 

6.3.1.3. The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so. 

6.3.1.4. The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO. 

6.3.1.5. The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting. 

6.3.1.6. The reason for their decision is recorded by the charity trustees in the minute book. 

6.3.1.7. A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6. 

6.4. In sub-clauses 6.2 and 6.3 of this clause: 

6.4.1. “the CIO” includes any company in which the CIO: 

6.4.1.1. holds more than 50% of the shares; or 

6.4.1.2. controls more than 50% of the voting rights attached to the shares; or 

6.4.1.3. has the right to appoint one or more directors to the board of the company; 

6.4.2. “connected person” includes any person within the definition set out in clause 29 (Interpretation). 

  1. Conflicts of interest and conflicts of loyalty 

7.1. A charity trustee must: 

7.1.1. declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and 

7.1.2. absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest). 

7.2. Any charity trustee absenting himself or herself 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. 

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

8.1. 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. 

  1. Charity trustees 

9.1. Functions and duties of charity trustees 

9.1.1. 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: 

9.1.1.1. to exercise his or her powers and to perform his or her functions in his or her capacity as a trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and 

9.1.1.2. to exercise, in the performance of these functions, such care and skill as is reasonable in the circumstances having regard in particular to: 

9.1.1.2.1. any special knowledge or experience he or she has or holds himself or herself out as having; and, 

9.1.1.2.2. 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 and profession. 

9.2. Eligibility for trusteeship 

9.2.1. Every trustee must be a natural person. 

9.2.2. No individual may be appointed as a charity trustee of the CIO: 

9.2.2.1. if he or she is under the age of 18 years; or 

9.2.2.2. if he or she would automatically cease to hold office under the provisions of clause 12.1.6; or 

9.2.2.3. if he or she is unable in good conscience to subscribe to the Statement of Faith and Declaration in the Schedule. 

9.2.3. No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee. 

9.3. Number of charity trustees 

9.3.1. There must be at least three charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees or appoint a new charity trustee. 

9.3.2. There is no maximum number of charity trustees that may be appointed to the CIO. 

9.4. First charity trustees 

9.4.1. The first charity trustees are as follows and are appointed for the following terms: 

9.4.1.1. Gordon Keith Sinclair (for three years) 

9.4.1.2. Christopher Michael Neville Sugden (for three years) 

9.4.1.3. Carl David Hughes (for three years) 

9.4.1.4. Stephen Murray Hofmeyr (for three years) 

  1. Appointment of charity trustees 

10.1. Apart from the first charity trustees, every appointed trustee must be appointed for a term of three years by resolution passed at a properly convened meeting of the charity trustees. 

10.2. In selecting individuals for appointment as appointed charity trustees, the charity trustees must have regard to the skills, knowledge and experience needed for the effective administration of the CIO. 

  1. Information for new charity trustees 

11.1. The charity trustees will make available to each new charity trustee, on or before his or her first appointment: 

11.1.1. a copy of the current version of this constitution; and 

11.1.2. a copy of the CIO’s latest Trustees' Annual Report and statement of accounts. 

  1. Retirement and removal of charity trustees 

12.1. A charity trustee ceases to hold office if he or she: 

12.1.1. retires by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings); 

12.1.2. is absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated; 

12.1.3. dies; 

12.1.4. in the written opinion, given to the company, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a director and may remain so for more than three months; 

12.1.5. can no longer subscribe in good conscience to the Statement of Faith and Declaration in the Schedule; or if his or her conduct is, in the reasonable opinion of the other charity trustees after hearing representations from the charity trustee concerned, seriously inconsistent with that expected by Scripture of a Christian in good standing; 

12.1.6. is disqualified from acting as a charity trustee by virtue of sections 178- 180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision). 

12.2. Any person retiring as a charity trustee is eligible for reappointment. 

  1. Taking of decisions by charity trustees 

13.1. Any decision may be taken either: 

13.1.1. at a meeting of the charity trustees; or 

13.1.2. 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. 

  1. Delegation by charity trustees 

14.1. 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. 

14.2. 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: 

14.2.1. A committee may consist of two or more persons, but at least one member of each committee must be a charity trustee; 

14.2.2. the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and 

14.2.3. the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers. 

  1. Meetings of charity trustees 

15.1. Calling meetings 

15.1.1. Any charity trustee may call a meeting of the charity trustees. 

15.1.2. Subject to that, the charity trustees shall decide how meetings are to be called, and what notice is required. 

15.2. Chairing of meetings 

15.2.1. The charity trustees may appoint one of their number 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 appoint one of their number to chair that meeting. 

15.3. Procedure at meetings 

15.3.1. 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. 

15.3.2. Questions arising at a meeting shall be decided by a majority of those eligible to vote. 

15.3.3. In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote. 

15.4. Participation in meetings by electronic means 

15.4.1. A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants. 

15.4.2. 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. 

15.4.3. Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes. 

  1. Membership of the CIO 

16.1. The members of the CIO shall be its charity trustees for the time being. The only persons eligible to be members of the CIO are its charity trustees. Membership of the CIO cannot be transferred to anyone else. 

16.2. Any member and charity trustee who ceases to be a charity trustee automatically ceases to be a member of the CIO. 

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

17.1. Any decision to 

17.1.1. amend the constitution of the CIO; 

17.1.2. amalgamate the CIO with, or transfer its undertaking to, one or more other CIOs, in accordance with the Charities Act 2011; or 

17.1.3. wind up or dissolve the CIO (including transferring its business to any other charity) must be made by a resolution of the members of the CIO (rather than a resolution of the charity trustees). 

17.2. Decisions of the members may be made either 

17.2.1. by resolution at a general meeting; or 

17.2.2. by resolution in writing, in accordance with sub-clause (4) of this clause. 

17.3. Any decision specified in sub-clause 17.1 must be made in accordance with the provisions of clause 27 (amendment of constitution), clause 28 (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. 

17.4. 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: 

17.4.1. a copy of the proposed resolution has been sent to all the members eligible to vote; and 

17.4.2. the required majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature, by a statement of their identity accompanying the document, or in such other manner as the CIO has specified. 

17.5. 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. 

  1. General meetings of members 

18.1. Calling of general meetings of members 

18.1.1. 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 17 (Decisions which must be made by the members of the CIO). 

18.2. Notice of general meetings of members 

18.2.1. The minimum period of notice required to hold a general meeting of the members of the CIO is 14 days. 

18.2.2. Except where a specified period of notice is strictly required by another clause in this constitution, by the charities Act 2011 or by the General Regulations, a general meeting may be called by shorter notice if it is so agreed by a majority of the members of the CIO. 

18.2.3. Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent. 

18.3. Procedure at general meetings of members 

18.3.1. The provisions in clauses 15.2 - 15.4 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. 

  1. Saving provisions 

19.1. Subject to sub-clause 19.2, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee: 

19.1.1. who was disqualified from holding office; 

19.1.2. who had previously retired or who had been obliged by the constitution to vacate office; 

19.1.3. who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise; 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. 

19.2. Sub-clause 19.1 does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for sub-clause 19.1, the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest). 

  1. Execution of documents 

20.1. The CIO shall execute documents either by signature or by affixing its seal (if it has one) 

20.2. A document is validly executed by signature if it is signed by at least two of the charity trustees. 

20.3. If the CIO has a seal: 

20.3.1. It must comply with the provisions of the General Regulations; and 

20.3.2. 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. 

  1. Use of electronic communications 

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

21.1.1. 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; 

21.1.2. any requirement to provide information to the Commission in a particular form or manner. 

21.2. 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. 

21.3. 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. 

  1. Keeping of registers 

22.1. 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. 

  1. Minutes 

23.1. The charity trustees must keep minutes of all 

23.1.1. appointments of officers made by the charity trustees; 

23.1.2. proceedings at general meetings of the CIO; 

23.1.3. meetings of the charity trustees and committees of charity trustees including: 

23.1.3.1. the names of the trustees present at the meeting; 

23.1.3.2. the decisions made at the meetings; and 

23.1.3.3. where appropriate the reasons for the decisions; 

23.1.4. decisions made by the charity trustees otherwise than in meetings. 

  1. Accounting records, accounts, annual reports and returns, register maintenance

24.1. The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of account, and to the preparation of annual reports and returns. The statements of account, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end. 

24.2. The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities. 

  1. Rules 

25.1. 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 byelaws must not be inconsistent with any provision of this constitution. Copies of any such rules or byelaws currently in force must be made available to any member of the CIO on request. 

  1. Disputes 

26.1. 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. 

  1. Amendment of constitution 

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

27.1.1. This constitution can only be amended: 

27.1.1.1. by resolution agreed in writing by all members of the CIO; or 

27.1.1.2. by resolution passed by a 75% majority of those voting at a general meeting of the members of the CIO called in accordance with clause 18 (General meetings of members) 

27.1.2. Any alteration of clause 2.1 (Objects) clause 28 (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission. 

27.1.3. No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid. 

27.1.4. A copy of every resolution amending the constitution, together with a copy of the CIO’s constitution as amended must be sent to the Commission by the end of a period of 15 days beginning with the date of passing of the resolution, and the amendment does not take effect until it has been recorded in the Register of Charities. 

  1. Voluntary winding up or dissolution 

28.1. 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 may only be made: 

28.1.1. at a general meeting of the members of the CIO called in accordance with clause 18 (General meetings of members), of which not less than 14 days' notice has been given to those eligible to attend and vote: 

28.1.1.1. by resolution passed by a 75% majority of those voting; or 

28.1.1.2. by a resolution passed by decision taken without a vote and with any expression of dissent in response to the question put to the general meeting; or 

28.1.2. by a resolution agreed in writing by all members of the CIO. 

28.2. Subject to the payment of all the CIO’s debts: 

28.2.1. Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied. 

28.2.2. If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied. 

28.2.3. In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO. 

28.3. The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the register of charities, and in particular: 

28.3.1. the charity trustees must send with their application to the Commission: 

28.3.1.1. a copy of the resolution passed by the members of the CIO; 

28.3.1.2. a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and 

28.3.2. the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustees of the CIO who was not privy to the application. 

28.4. If the CIO is wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed. 

  1. Interpretation 

29.1. In this constitution: 

29.1.1. "connected person" means: 

29.1.1.1. a child, parent, grandchild, grandparent, brother or sister of the charity trustee; 

29.1.1.2. the spouse of the charity trustee or of any person falling within sub-clause 29.1.1.1 above; 

29.1.1.3. a person carrying on business in partnership with the charity trustee or with any person falling within sub-clause 29.1.1.1 or 29.1.1.2 above; 

29.1.1.4. an institution which is controlled 

29.1.1.4.1. by the charity trustee or any connected person falling within sub-clause 29.1.1.1, 29.1.1.2, or 29.1.1.3 above; or 

29.1.1.4.2. by two or more persons falling within sub-clause 

29.1.1.4.1, when taken together 

29.1.1.5. a body corporate in which 

29.1.1.5.1. the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or 

29.1.1.5.2. two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest. Section 118 of the Charities Act 2011 applies for the purposes of interpreting the terms used in this constitution. 

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

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

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

29.1.5. “charity trustee” means a charity trustee of the CIO. 

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

Schedule 

Statement of Faith 

As members of the Anglican Communion within the one, holy, catholic and apostolic church, we affirm the faith, which is uniquely revealed in the holy Scriptures, set forth in the catholic creeds, and of which The Thirty-Nine Articles of Religion are a general exposition. Standing in the Reformed tradition, we lay special emphasis on the grace of God – his unmerited mercy – as expressed in the doctrines which follow: 

  1. God as the Source of Grace. In continuity with the teaching of Holy Scripture and the Christian creeds, we worship one God in three Persons – Father, Son, and Holy Spirit. God has created all things, and us in his own image; all life, truth, holiness, and beauty come from him. His Son Jesus Christ, full God and fully man, was conceived through the Holy Spirit and born of the Virgin Mary, was crucified, died, rose and ascended to reign in glory. 
  1. The Bible as the Revelation of Grace. We receive the canonical books of the Old and New Testament as the wholly reliable revelation and record of God’s grace, given by the Holy Spirit as the true word of God written. The Bible has been given to lead us to salvation, to be the ultimate rule for Christian faith and conduct, and the supreme authority by which the Church must ever reform itself and judge its traditions. 
  2. The Atonement as the Work of Grace. We believe that Jesus Christ came to save lost sinners. Though sinless, he bore our sins, and their judgment, on the cross, thus accomplishing our salvation. By raising Christ bodily from the dead, God vindicated him as Lord and Saviour and proclaimed his victory. Salvation is in Christ alone. 
  3. The Church as the Community of Grace. We hold that the Church is God’s covenant community, whose members, drawn from every nation, having been justified by grace through faith, inherit the promises made to Abraham and fulfilled in Christ. As a fellowship of the Spirit manifesting his fruit and exercising his gifts, it is called to worship God grow in grace, and bear witness to him and his Kingdom. God’s Church is one body and must ever strive to discover and experience that unity in truth and love which it has in Christ, especially through its confession of the apostolic faith and in its observance of the dominical sacraments. 
  4. The Sacraments as the Signs and Seals of Grace. We maintain that the Sacraments of Baptism and Holy Communion proclaim the gospel as effective and visible signs of our justification and sanctification, and as true means of God’s grace to those who repent and believe. Baptism is the sign of forgiveness of sin, the gift of the Spirit, new birth to righteousness and entry into the fellowship of the People of God. Holy Communion is the sign of the living, nourishing presence of Christ through his Spirit to his people; the memorial of his one, perfect completed and all- sufficient sacrifice for sin, from whose achievement all may benefit but in whose atoning self-offering none can share; and an occasion to offer through him our sacrifice of thanksgiving and praise. 
  5. Ministry as the Stewardship of Grace. We share, as the people of God, in a royal priesthood common to the whole Church, and in the community of the Suffering Servant. Our mission is the proclamation of the gospel by the preaching of the word, as well as by caring for the needy, challenging evil and promoting justice and a more responsible use of the world’s resources. It is the particular vocation of bishops and presbyters, together with deacons, to build up the body of Christ in truth and love, as pastors, teachers, and servants of the servants of God. 
  6. Christ’s Return as the Triumph of Grace. We look forward expectantly to the final manifestation of Christ’s grace and glory when he comes again to raise the dead, judge the world, vindicate his chosen and bring his Kingdom to its eternal fulfillment in the new heaven and the new earth. 

Declarations 

  1. We gladly proclaim and submit to the unique and universal Lordship of Jesus Christ, the Son of God, humanity’s only Saviour from sin, judgement and hell, who lived the life we could not live and died the death that we deserve. By his atoning death and glorious resurrection, he secured the redemption of all who come to him in repentance and faith. 
  2. We acknowledge God’s creation of humankind as male and female and the unchangeable standard of Christian marriage between one man and one woman as the proper place for sexual intimacy and the basis of the family. We repent of our failures to maintain this standard and call for a renewed commitment to lifelong fidelity in marriage and abstinence for those who are not married. 

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MEMORANDUM ON THE NEW CONSTITUTION 

  1. The Executive Committee, at its meeting on 16 July 2019, recognised the need for the EFAC Constitution to be revised and updated and invited Carl Hughes and Stephen Hofmeyr to prepare a draft for consideration at the next face-to-face meeting of the Executive Committee. The expressed aim of the revision was recorded as being "to confirm the Executive as the active leadership of EFAC, with the Trustees acting in accordance with English charity law as stewards of the EFAC assets". 
  2. In the summer of 2019, Carl and Stephen prepared draft constitutions which were submitted to the Executive Committee for consideration at its meeting held in High Leigh Conference Centre in England between 18 and 20 November 2019. Their memorandum to the Executive Committee dated 16 November 2019 explaining the proposal is attached as Appendix I. The memorandum explains, inter alia, why two constitutions were proposed. 
  3. The two draft constitutions referred to in the Memorandum were discussed, amended and agreed by the Executive Committee on 19 November 2019. Thereafter, Stephen was asked by the Executive Committee to seek the formal approval from the EFAC Council (consisting of 17 members) of the draft constitutions. 
  4. Under the old constitution, amendments to the constitution were permitted only following a resolution of the Council passed by a three-quarter’s majority. Further, any meeting called to consider a resolution relating to the amendment of the constitution had to be called by at least two calendar months' written notice setting out the resolution to be considered. 
  5. By email dated 22 November 2019 Stephen Hofmeyr put the members of the Council on notice that, on or shortly after 22 January 2020, they would be invited to vote electronically on the following resolution: 

THAT WE, the members of the Council of the Evangelical Fellowship in the Anglican Communion, RESOLVE to replace the existing constitution with the two draft constitutions approved by the Executive Committee on 19 November 2019

  1. Members of the Council were reminded that a 3⁄4 majority would be required to amend the constitution. 
  1. By email dated 26 February 2020, more than two calendar months after the written notice was sent to members of the Council, Stephen Hofmeyr invited members of the Council to vote electronically on the resolution. 
  2. In the days and weeks which followed, affirmative votes were received from 16 members of the Council. No vote was cast by 1 member of the Council. 
  1. It follows that the resolution was passed by a majority of more than 3⁄4; and that the constitutions were duly approved. 
  1. In a memorandum to the Executive Committee dated 30 March 2020, Stephen reported to the Executive Committee the outcome of the vote. A copy of his memorandum dated 30 March 2020 is at Appendix II. 
  2. At its meeting on 31 March 2020, the Executive Committee noted that the new constitutions had been formally approved. 

4th April 2020 

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APPENDIX I 

EVANGELICAL FELLOWSHIP IN THE ANGLICAN COMMUNION 

MEMORANDUM ON THE CONSTITUTION 

Introduction 

  1. The Executive Committee, at its meeting on 16 July 2019, recognised the need for the EFAC Constitution to be revised and updated and invited Carl Hughes and Stephen Hofmeyr to prepare a draft for consideration at the next face-to-face meeting of the Executive Committee. The expressed aim of the revision was recorded as being "to confirm the Executive as the active leadership of EFAC, with the Trustees acting in accordance with English charity law as stewards of the EFAC assets". 
  2. Carl and I have been working on the EFAC constitution, as we were requested to do. I am most grateful to Carl for his assistance with this task. 
  3. Subject to the decision of the Executive Committee, the Trustees of the English charity have approved these proposals. 

Executive summary 

  1. Carl and I have come to the view that the best course is likely to be 

(1) to turn the English charity into a Charitable Incorporated Organisation ("CIO"), using so far as possible a UK Charity Commission model constitution, and 

(2) for the international organisation to have its own (unregistered) constitution. 

  1. The latter constitution will obviously need to refer to the former constitution, so that roles and responsibilities within the international organisation are properly delineated and understood. However, we recommend that the former constitution should not refer to the latter constitution in order to avoid complications under English charity law. 
  2. Our primary reason for recommending a two-constitution approach is legal. Under existing English charity law, EFAC is unlikely to get permission to register as a CIO a complicated international organisation of which the Trustees are not in ultimate control. A second reason for recommending the use of a CIO is that the liability of the Trustees will be limited in a manner now favoured under English charity law. 

The English charity

  7.  A draft constitution for the English charity is attached. 

  8.  Under English law there are currently four different types of charity: 

(1) An unincorporated association; 

(2) An unincorporated trust; 

(3) A charitable company; or 

(4) A charitable incorporated organisation. 

  1. EFAC is currently registered with the Charity Commission in England as an unincorporated trust. 
  2. A charitable company is suitable for charities with large incomes, structures and expenditures; and is obliged to comply with strict accounting and reporting requirements. 
  1. Unincorporated associations and trusts have for many years been the preference for small, low income charities. However, in recent years, the CIO has been established as an alternative which has many of the benefits of incorporation but without the stringent reporting requirements of a company. As a structure, it is now highly recommended over unincorporated associations and trusts. We have no hesitation in recommending it as the most suitable structure to replace the existing English trust. 
  2. The Charity Commission permits an unincorporated trust to convert into a CIO without loosingits charity number or charitable status. 
  1. For the most part, the proposed draft constitution is taken straight from the model constitution provided by the Charity Commission (1)
  1. The key part of the constitution which is particular to EFAC will be the Objects. We will need to ensure that these are drafted to ensure that they receive approval. Carl and I believe that what is proposed in the draft is most likely to secure the approval of the Charity Commission. 
  2. In the draft constitution, we have reverted to the CEEC Basis of Faith and Declarations, restoring the position as it was before the decision taken in Nairobi last year. In our considered view the decision taken in Nairobi to adapt the Basis of Faith by substituting one of the declarations for one of the statements of faith was unwise in the short term given the number of organisations around the world who have historically adopted the CEEC Basis of Faith (and, increasingly, Declarations). We favour consistency of approach and will contend for this in the new constitutions. If there remains an appetite to adopt an approach to the Basis of Faith in line with the decision taken in Nairobi last year, our recommendation is that this is done slowly, in consultation (and in step) with evangelical organisations around the world who have adopted the CEEC Basis of Faith. 

The international organisation 

  1. Also attached is a draft constitution for the international organisation. This builds on the old constitution. As we see it, the old constitution simply needs to be brought up to date, with provision being made for the Trustees to have representatives on the Executive and for all decisions on budgets/expenditure to require the approval of the Trustees. This latter requirement is necessary in order to enable the English charity to comply with English law. 
  2. We have also proposed that provision be made for the formulating of protocols/regulations to govern applications for membership. See clause 5.11. We have also reverted to the CEEC Basis of Faith and Declarations for the reasons stated above. 
  3. Carl and I would of course be willing to amplify or clarify anything in this Memorandum. We would also be content to answer any and all questions members of the Executive Committee may have. 

(1) https://assets.publishing.service.gov.uk/government/uploads/system/uploads/attachment_data/file/731633/foundation_model_constitution.pdf 

Carl Hughes and Stephen Hofmeyr 

Saturday, 16 November 2019 

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APPENDIX II 

REPORT TO EFAC EXECUTIVE 

FOR ITS MEETING ON 31 MARCH 2020 

CONSTITUTION 

  1. At its meeting held at High Leigh Conference Centre in England between 18 and 20 November 2019, the Executive Committee received a proposal from Carl Hughes and Stephen Hofmeyr regarding the revision of the EFAC Constitution. The Memorandum to the Executive Committee explaining the proposal is attached. 
  2. The two draft constitutions referred to in the Memorandum were discussed and, subject to further amendments, were agreed by the Executive Committee on 19 November 2019 at the meeting. The approved draft constitutions are also attached. 
  3. Stephen Hofmeyr was asked by the Executive Committee to seek the formal approval from the EFAC Council of the draft constitutions. There are currently 17 members of the EFAC Council. 
  1. Under the existing constitution, amendments to the constitution may only be made by a resolution of the Council passed by a three-quarter’s majority. Further, any meeting called to consider a resolution relating to the amendment of the constitution shall be called by at least two calendar months' written notice setting out the resolution to be considered. 
  2. By email dated 22 November 2019 Stephen Hofmeyr put the members of the Council on notice that, on or shortly after 22 January 2020, they would be invited to vote electronically on the following resolution: 

THAT WE, the members of the Council of the Evangelical Fellowship in the Anglican Communion, RESOLVE to replace the existing constitution with the two draft constitutions approved by the Executive Committee on 19 November 2019

  1. Members of the Council were reminded that a 3⁄4 majority would be required to amend the constitution. 
  1. By email dated 26 February 2020, more than two calendar months after the written notice was sent to members of the Council, Stephen Hofmeyr invited members of the Council to vote electronically on the resolution. 
  2. In the days and weeks which followed, affirmative votes were received from 16 members of the Council. No vote was cast by 1 member of the Council. 
  1. It follows that the resolution was passed by a majority of more than 3⁄4; and that the constitutions have now been approved. 

Monday, 30 March 2020