CONSTITUTION

1.1 In this Constitution:-

1.1.1 words and expressions shall have the meanings ascribed to them in clause 18;
1.1.2 clause headings are included only for convenience and shall not affect the meaning of any provision;
1.1.3 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.

2.1 The name of the charity is the “Confraternity of the Blessed Sacrament”.

3.1 The Confraternity is established for the advancement of the catholic faith in the Anglican Tradition and in particular to promote:-

3.1.1 the honour due to Jesus Christ our Lord in the Blessed Sacrament of his Body and Blood,
3.1.2 prayer for one another at the Eucharist,
3.1.3 careful preparation for and reception of Holy Communion, including the Eucharistic fast,
3.1.4 the reverent and dignified celebration of the Eucharist and the reservation and veneration of the Blessed Sacrament,
3.1.5 the continuance of the catholic priesthood, and
3.1.6 catholic theological teaching, learning and development.

4.1 to make grants or loans of money and to give guarantees;
4.2 to publish or distribute information;
4.3 to co-operate with other bodies;
4.4 to promote or carry out research;
4.5 to support, administer or set up other charities;
4.6 to accept gifts and to raise funds (but not by means of taxable trading);
4.7 to borrow money and give security for loans (but only in accordance with the restrictions imposed by the Act);
4.8 to acquire or hire property of any kind;
4.9 to let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Act);
4.10 to set aside funds for special purposes or as reserves against future expenditure;
4.11 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);
4.12 to delegate the management of investments to a financial expert, but only on terms that:

4.12.1 the investment policy is recorded in writing for the financial expert by the Trustees;
4.12.2 every transaction is reported promptly to the Trustees;
4.12.3 the performance of the investments is reviewed regularly with the Trustees;
4.12.4 the Trustees are entitled to cancel the delegation arrangement at any time;
4.12.5 the investment policy and the delegation arrangement are reviewed at least once a year;
4.12.6 all payments due to the financial expert are on a scale or at a level which is agreed in advance and are reported promptly to the Trustees on receipt;
4.12.7 the financial expert must not do anything outside the powers of the Trustees;
4.13 to insure the Confraternity‟s property against any foreseeable risk and take out other insurance policies to protect the Confraternity where required;
4.14 to insure the Trustees against the costs of a successful defence to a criminal prosecution brought against them as Confraternity trustees or against personal liability incurred in respect of any act or omission which is or is alleged to be a breach of trust or breach of duty (unless the member concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty);
4.15 subject to clause 7.12 below, to employ paid or unpaid agents, staff or advisers;
4.16 to enter into contracts to provide services to or on behalf of other bodies;
4.17 to do anything else within the law which promotes or helps to promote the Objects.

5.1 Every application for membership of the Confraternity shall be in writing in such form as the Trustees shall determine.
5.2 Membership of the Confraternity shall be open to communicant members of the Church of England, and of such other Churches (being churches which recognise the orders conferred in the Church of England) as the Council-General shall from time to time determine, who also support the Objects, accept the catholic faith, and adhere to the understanding of Catholic Priesthood espoused by the Confraternity, and observe the practices of the catholic religion.
5.3 The Confraternity shall have two categories of members: Priests-associate and Associates. Members shall be allocated either to a Ward or to the list of geographically isolated Associates kept by the Secretary-General. Members shall conduct their lives in an exemplary manner as Catholic Christians, including the use of the sacrament of reconciliation, and in particular they should:

5.3.1 take part in the celebration of the Eucharist on all Sundays, greater festivals and holy days whenever possible;
5.3.2 promote the reverent celebration of the Eucharist as the Church‟s daily offering; and
5.3.3 make such special intercessions as may be advised to members of the Confraternity.

5.4 Members shall pay subscriptions at such rates as the Trustees shall from time to time decide.
5.5 No person shall be enrolled as a member of the Confraternity until:-

5.4.1 his/her membership shall have been approved in accordance with either clause 5.6.2 or clause 5.10.2, and
5.4.2 s/he shall have been admitted by the Superior-General, a District Superior, a Ward Superior or a Priest-associate duly authorised for the purpose by the Superior-General provided that a Priest-associate who was formerly an Associate may be enrolled without further admission formalities upon application to the Secretary-General.

5.6 Priests-associate shall be male Bishops and Priests ordained within the male apostolic succession.
5.7 An application for membership as a Priest-associate shall be:-

5.6.1 supported by the recommendation of a Priest-associate; and
5.6.2 approved by either:
(1) the District Superior (if any) and the Secretary-General, or
(2) the Superior-General.

5.8 The membership of a Priest-associate may be terminated if, after investigation, the Superior-General and two members of the Council-General selected by him for the purpose, form the reasonable view that it would be undesirable for the Priest-associate concerned to continue as a Priest-associate (but only after notifying the Priest-associate in writing and considering the matter in the light of any written representations made by him or on his behalf within 14 clear days after receiving notice).

5.9 Persons ineligible for membership as Priests-associate may be Associates of the Confraternity.
5.10 An application for membership as an Associate shall be:-

5.10.1 supported by the recommendation of an Associate; and
5.10.2 approved:-
(1) in the case of persons who, if accepted, will be attached to a Ward, by the Superior of the Ward to which s/he will be attached, or
(2) in the case of persons who, if accepted, will be added to the list of isolated Associates, by the Secretary-General.

5.11 The membership of an Associate may be terminated by the appropriate District Superior if he forms the reasonable view that it would be undesirable for the Associate concerned to continue as an Associate but before the membership of an Associate is terminated:-

5.11.1 the appropriate Ward Superior shall first have tried to remedy the problem by due admonition,
5.11.2 the District Superior, after receiving a report from the Ward Superior, shall have investigated the matter,
5.11.3 the Associate shall have been be notified of the proposed termination in writing and the District Superior shall have considered the matter in the light of any written representations made by him or on his behalf within 14 clear days after receiving notice,
5. 11.4 the Associate shall have been informed of his or her right to appeal to the Superior-General (whose decision on the matter shall be final).

5.12 There shall be an Annual Festival and Conference open to all Associate Members, held at such time, date and place as the Superior-General shall determine. The nature of such conference shall be determined by the Superior General in consultation with his fellow trustees.

6.1 The Confraternity shall have the following General Officers (each of whom shall be a Priest-associate):-

6.1.1 a Superior-General,
6.1.2 a Treasurer-General, and
6.1.3 a Secretary-General.

6.2 The Superior-General shall be elected at the Annual or a Special Meeting of Council-General as follows:

6.2.1 the notice for the meeting at which the election is to take place shall invite members of the Council-General to nominate candidates for the election (which nominations must be signed by the candidate to indicate his willingness to act and by the members of the Council-General who intend to propose and second the nomination at the meeting);
6.2.2 at least twelve members of the Council-General must be present at the meeting at which the election takes place;
6.2.3 all of the candidates in the election must withdraw from the room during the period of the election (which shall be chaired by the Treasurer-General or in his absence the Secretary-General);
6.2.4 each member of the Council-General present shall have one vote in the election and voting shall continue until a candidate secures a two-thirds majority of the votes cast or until the chairman of the meeting determines that the will of a simple majority shall prevail.

6.3 The term of office of the Superior-General shall last for a period of five years from the conclusion of the meeting at which date he is elected. No person shall be entitled to stand for re-election as Superior-General unless supported in his candidature by the Trustees. No person shall serve more than two consecutive terms as Superior-General and shall only become eligible to stand for election for a further term or terms after the lapse of 2 years.
6.4 The term of office of the Superior-General may be terminated by the following procedure:-

6.4.1 At the written request of no fewer than five members of the Council-General, the Treasurer-General shall convene a special meeting of the Council-General within 28 days of the date of the requisition. Once the Treasurer General has issued the notice convening this meeting, the powers of the Superior-General under section 6.5 of the Constitution shall be suspended until after the vote has taken place.
6.4.2 Twelve voting members shall constitute a quorum for this special meeting.
6.4.3 The Treasurer-General shall preside at this special meeting.
6.4.4 The Superior-General shall be entitled to make representations either in person, in writing or through another member of the Council-General, but (if present) he must withdraw from the room when the motion to terminate his term of office is put to a vote.
6.4.5 If the motion receives a two-thirds majority of the votes cast by those present at the meeting, it will be deemed to have passed and the office of Superior-General shall become vacant immediately. If the motion does not receive a two-thirds majority then it will be deemed to have failed.

6.5 In the event of the office of Superior-General becoming vacant (for whatever reason) the Treasurer-General shall:-

6.5.1 assume the office; and
6.5.2 without delay, convene a meeting of the Council-General to elect a new Superior-General.
6.6 The Superior-General shall:-
6.6.1 having consulted with and having regard to the views of his fellow Trustees, be the final judge of the interpretation of the Objects and ecclesiastical terms used in this Constitution (and, without prejudice to the generality of the latter, the eligibility of any person to become or to remain a Priest-associate);
6.6.2 be entitled to a casting vote (in addition to any other vote he may have) in the case of an equality of votes at any meeting of the Confraternity;
6.6.3 resolve (at his absolute discretion) any dispute between members of the Confraternity or any group of them;
6.6.4 confirm the appointment of all District Superiors and Ward Superiors.
Treasurer-General

6.7 The Treasurer-General shall be elected at the Annual Meeting of Council-General and he shall serve until the conclusion of the next such Annual Meeting. The procedures for the election of the Treasurer-General shall be determined by the Superior-General.

6.8 In the event of the office of Treasurer-General becoming vacant (for whatever reason) the Superior-General shall nominate a Priest-associate to fill the office until the next Annual Meeting of the Council-General.
6.9 In addition to his responsibilities as a Trustee of the Confraternity, the Treasurer-General shall:-

6.9.1 receive all contributions and donations to the Confraternity;
6.9.2 make all payments from the funds of the Confraternity;
6.9.3 keep the financial records of the Confraternity;
6.9.4 present the audited accounts of the Confraternity to the Annual Meeting of the Council-General;
6.9.5 make the accounts of the Confraternity available to Associates at their Annual Meeting.

6.10 The Secretary-General shall be appointed by the Superior-General and he shall serve until his appointment is determined by the expiration of not less than six months written notice (given by either the Superior-General or the Secretary-General).
6.11 In addition to his responsibilities as a Trustee of the Confraternity, the Secretary-General shall, under the supervision of the Superior-General:-

6.11.1 keep the Register of members and other records of the Confraternity;
6.11.2 attend to the correspondence of the Confraternity;
6.11.3 send out notices and papers for meetings of the Trustees, the Council-General and the Associates;
6.11.4 produce and distribute Intercession Papers.

7.1 There shall be six Trustees of the Confraternity, namely:-

7.1.1 ex-officio the Superior General, the Treasurer-General and the Secretary-General; and
7.1.2 three other Trustees nominated by the Council-General, at its Annual Meeting, from amongst its voting members. The procedures for the nomination of Trustees shall be determined by the Superior-General.

7.2 One of the Trustees nominated by the Council-General shall retire at each Annual Meeting of the Council-General (the longest in office retiring first and the choice between any of equal service being made by lot).
7.3 A Trustee shall automatically ceases to be a Trustee if he:

7.3.1 is disqualified under the Act from acting as a charity trustee;
7.3.2 is incapable, whether mentally or physically, of managing his own affairs;
7.3.3 resigns by written notice to the Secretary-General (but only if at least two Trustees will remain in office); or
7.3.4 ceases to be eligible for membership of the Confraternity as a Priest-associate.

7.4 A retiring Trustee is entitled to an indemnity from the continuing Trustees at the expense of the Confraternity in respect of any liabilities properly incurred while he held office.
7.5 A technical defect in the appointment of a Trustee of which the other Trustees are unaware at the time shall not invalidate decisions taken at a meeting.
Meetings
7.6 The Trustees shall hold at least four meetings each year.
7.7 A quorum at a meeting of the Trustees is three Trustees one of whom shall be a General Officer.
7.8 A Trustees‟ meeting may be held either in person or through electronic means approved by the Superior-General in which all participants may communicate with all other participants.
7.9 The Superior-General or (if the Superior-General is unable or unwilling to do so) the Treasurer-General shall preside at each Trustees‟ meeting.
7.10 Every issue may be determined by a simple majority of the votes cast at a meeting of the Trustees but a resolution which is in writing and signed by all of the Trustees shall be 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.
Powers
7.11 The Trustees shall have the following powers in the administration of the Confraternity:

7.11.1 to delegate any of their functions to sub-committees consisting of two or more members of the Council-General appointed by them (but at least one member of every sub-committee must be a Trustee and all proceedings of sub-committees must be reported promptly to the Trustees);
7.11.2 to make Rules consistent with this Constitution about the running of the Confraternity and its Wards and Districts; and
7.11.3 to exercise any powers of the Confraternity which are not reserved to the Superior-General or the Council-General.
7.11.4 in executing the Powers of the Confraternity set out in Clause 4.1 the Trustees shall not authorise expenditure in any single financial year which shall exceed 5% of the Capital Value of the Confraternity without first consulting and having regard to the views expressed at a meeting, ordinary or extraordinary, of the Council General, notice having first been given to its members with a draft of the proposed financial resolution and a written justification for it at least 28 days in advance of the meeting.

7.12 No Trustee may receive any payment of money or other material benefit (whether direct or indirect) from the Confraternity except:-

7.12.1 under clause 4.14 above (indemnity insurance);
7.12.2 reimbursement of reasonable out-of-pocket expenses (including hotel and travel costs) actually incurred in the administration of the Confraternity;
7.12.3 an indemnity in respect of any liabilities properly incurred in running the Confraternity (including the costs of a successful defence to criminal proceedings)but:
7.12.4 in the case of any officer such remuneration (if any) as shall be approved by the Council-General at its Annual Meeting provided that:
(a) the remuneration is reasonable having regard to the work to be undertaken on behalf of the Confraternity, and
(b) the procedures set out in Clause 7.13 are followed, and
(c) the consent of the Charity Commission obtained, as necessary.

7.13 Whenever a Trustee has a personal interest in a matter to be discussed at a Trustees‟ meeting or a meeting of the Council-General, the Trustee must:

7.13.1 declare an interest before discussion begins on the matter;
7.13.2 withdraw from the meeting for the item unless expressly invited to remain in order to provide information;
7.13.3 not be counted in the quorum for that part of the meeting; and
7.13.4 withdraw during the vote and have no vote on the matter.

8.1 The Council-General shall be the governing body of the Confraternity and shall comprise:

8.1.1 ex-officio the Superior General, the Treasurer-General and the Secretary-General;
8.1.2 ex-officio the District Superior of each District and such other representatives of the Districts as are appointed in accordance with clause 8.2; and
8.1.3 honorary members as are appointed or elected in accordance with clause 8.3.
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8.2 Each District having more than 10 Wards shall be entitled to elect one additional member to serve on the Council-General for every additional 10 (or fractional part of 10) Wards in the District;
8.3 Priests-associate and Lay Associates may serve as honorary members of the Council-General:-

8.3.1 Priests-Associate if they are nominated by the Superior-General and approved by a majority of the members present at an Annual Meeting of the Council-General (in which case they shall serve for the period from the conclusion of the meeting at which they are appointed until the conclusion of the next Annual Meeting of the Council-General);
8.3.2 One Lay Associate elected by the Lay Associates of each district under 11.3
8.3.3 but they shall not be entitled to vote in the Council-General.

8.4 There shall be an Annual Meeting of the Council-General, held at such time, date and place as the Superior-General shall determine. This Meeting shall be the Annual General Meeting of the Confraternity and shall approve the statutory reports and accounts. If possible the Annual Meeting shall be held in the week following the third Sunday after Easter Day.
8.5 The Superior-General may convene such other meetings of the Council-General as he considers necessary or desirable.
8.6 At the written request of not fewer than five members of the Council-General the Superior-General shall convene a meeting of the Council-General within 28 days of the date of the requisition.
8.7 Eight voting members shall constitute a quorum at a meeting of the Council-General.
8.8 The Superior-General or (if the Superior-General is unable or unwilling to do so) the Treasurer-General shall preside at each meeting of the Council-General.
8.9 Subject to the provisions of clause 6.5, every issue may be determined by a simple majority of the votes cast at a meeting of the Council-General.
8.10 At the Annual Meeting of the Council-General the members:

8.10.1 receive the accounts of the Confraternity for the previous financial year;
8.10.2 receive the report of the Trustees on the Confraternity‟s activities since the previous Annual Meeting;
8.10.3 nominate Trustees in accordance with clauses 7.1.2 and 7.2; and
8.10.4 approve the nomination of any honorary members of the Council-General in accordance with clause 8.3.

9.1 The property and funds of the Confraternity must be used only for promoting the Objects and do not belong to the members of the Confraternity.
9.2 Any trust corporation which is appointed as a holding trustee or any nominee for the Confraternity may be paid reasonable fees.
9.3 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 4 until needed.
9.4 Investments and other property of the Confraternity may be held:

9.4.1 in the names of the Trustees for the time being;
9.4.2 in the name of a financial expert acting on their instructions;
9.4.3 in the name of the Central Board of Finance of the Church of England as holding trustee for the Confraternity or a trust corporation as a holding trustee for the Confraternity (which in the case of a trust corporation must be appointed, and may be removed, by deed executed by the Trustees); or
9.4.4 in the case of land, by the Official Custodian for Charities under an order of the Commission or the Court.

10.1 The Trustees shall comply with the requirements of the Act as to the keeping of financial records, the audit or independent examination of accounts and the preparation and transmission to the Commission of annual reports, annual returns, and an annual statements of account.
10.2 Annual reports and statements of account relating to the Confraternity must be made available for inspection by any member of the Confraternity.
10.3 A copy of the latest available statement of account must be supplied to any person who makes a written request and pays the Confraternity‟s reasonable costs (as required by the Act).

11.1 The Confraternity shall be divided into Districts as the Council-General shall from time to time determine.
11.2 Each District is governed by its District Superior who shall act on behalf of the Superior-General in all matters relating to the Confraternity in his District with the advice of the District Council but the District Superior shall be subject to the authority of the Superior-General.
11.3 Each District shall convene an Annual Assembly consisting of all the Priests Associate and Lay Associates within the District for the purpose of promoting the Confraternity within the District and at which there shall be Eucharistic Worship. At such a meeting all Priests Associate in the District shall elect a District Superior to serve for a term of 5 years. In addition, the Lay Associates shall elect annually from amongst their number a Lay Associate to serve as Honorary Member.
11.4 The District Superior:-

11.4.1 shall serve for a period of five years (from the conclusion of the meeting at which he is elected);
11.4.2 may be removed by the Superior-General for good cause (of which the Superior-General shall be the sole judge); and
11.4.3 shall, unless the Superior-General so determines, act as chairman of meetings of the District Council.

11.5 The District Superior may appoint a District Secretary, who may be the person elected under 11.3
11.6 In the event that a District fails to elect a District Superior, the Superior-General may appoint a member of the District Council to perform the duties of the vacant office for the remainder of the term of office until the District Council makes an election. Such an appointed officer may attend the Council General and may have a voice but not a vote at the Council General.
11.7 In the event that a District Superior is unable to attend a meeting of the Council-General, the District Superior may after consultation with the Superior-General appoint another representative to attend in his place, but he shall not be entitled to vote at the Council-General.

12.1 A Ward may be formed by a Priest-associate with the approval of the District Superior and the Superior-General.
12.2 Each Ward shall be governed by a Ward Superior who:-

12.2.1 shall be confirmed by the Superior-General in consultation with the District Superior;
12.2.2 shall endeavour to communicate at least once a year with each Associate of his Ward to ascertain that no hindrance exists to his or her continuing membership of the Confraternity;
12.2.3 may appoint a Ward Secretary from among the members to distribute Intercession Papers, to collect subscriptions and to send a list of members to the Secretary-General each year;
12.2.4 shall convene meetings of members from time to time for mutual encouragement to include a Mass or Vespers of the Blessed Sacrament or other prayers before the Blessed Sacrament;
12.2.5 may abate or waive the subscription of any member in necessitous circumstances; and
12.2.6 may be removed by the Superior-General for good cause (of which the Superior-General shall be the sole judge).

13.1 Requests for Intercessions shall be sent to the Secretary-General through Ward Superiors (except in the case of Priests-associates who may send their requests direct to the Secretary-General).
13.2 Intercession Papers may be:-

13.2.1 sent by the Secretary-General to Associates who are members of Wards through the Ward Secretary or the Ward Superior;
13.2.2 included in or supplementary to any quarterly (or other periodical) paper as the Council-General decides.

14.1 All medals (whether issued or called in) remain the property of the Confraternity.
14.2 An Associate who ceases to be a member of the Confraternity shall return the medal to the Secretary-General.

15.1 Notices under this Constitution may be sent by hand, by post or by suitable electronic means or (where applicable to members generally) may be published in any suitable journal or in any newsletter distributed by the Confraternity.
15.2 A technical defect in the giving of notice of which the members or the Trustees are unaware at the time shall not invalidate decisions taken at a meeting.

16.1 Subject to clause 16.2, any proposal to amend this constitution shall be submitted to a meeting of the Council-General. If the proposal is accepted by the Council-General the amendments shall be drafted by a sub-committee of the Council-General convened for the purpose and then circulated to members of the Council-General at least 28 days in advance of its next meeting. If the draft amendments are accepted without amendment by that second meeting they shall come into effect at the conclusion of that meeting but if additional alterations are required they shall be subject to approval by a further meeting of the Council-General.
16.2 No amendment to this Constitution shall be valid:-

16.2.1 if it would make a fundamental change to the Objects or to this clause or cause the Confraternity to lose its charitable status;
16.2.2 in the case of amendments to clause 7.12, without the prior written consent of the Charity Commission.

17.1 If at any time the Council-General shall decide to dissolve the Confraternity, the Trustees will remain in office as Confraternity trustees and will be responsible for the orderly winding up of the Confraternity‟s affairs.
17.2 After making provision for all outstanding liabilities of the Confraternity, the Trustees must apply the remaining property and funds in one or more of the following ways:

17.2.1 by transfer to one or more other bodies established for exclusively charitable purposes within, the same as or similar to the Objects;
17.2.2 directly for the Objects or charitable purposes within or similar to the Objects;
17.2.3 in such other manner consistent with charitable status as the Commission approve in writing in advance.

17.3 A final report and statement of account relating to the Confraternity shall be sent to the Commission.

18.1 In this Constitution the following expressions have the following meanings:-
“Act” the Charities Act 2011
“the Confraternity” the Confraternity of the Blessed Sacrament
“catholic priesthood” Male bishops and priests ordained within the male apostolic succession
“charity trustees” the meaning prescribed by section 97(1) the Charities Act 1993
“clear day” 24 hours from midnight following the triggering event
“the Commission” the Charity Commissioners for England and Wales
“financial expert” an individual, company or firm who is an authorised person or an exempted person within the meaning of the Financial Services Act.
“fundamental change” such a change as would not have been within the reasonable contemplation of a person making a donation to the Confraternity
“holding trustee” 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 Act
“material benefit” a benefit which may not be financial but has a monetary value
“member” & “membership” members of the Confraternity
“months” calendar months
“Objects” the charitable objects of the Confraternity set out in clause 3
“taxable trading” 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” the meaning prescribed by section s 205(1)(xxviii) of the Law of Property Act (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.