Constitution of the Sufi Healing Order International (SHOI)
adopted on the 26th January 2013
1. Adoption of the constitution
The association and its property will be administered and managed in accordance with the provisions in Parts 1 and 2 of this constitution.
The association’s name is the Sufi Healing Order International hereafter referred to as the association
The association’s objects (‘the objects’) are to improve the well-being of people and relieve suffering through understanding, training and practice in spiritual and energy healing. For this purpose the association offers:
(i) the study of healing as taught in all religions, esoteric and mystical schools including the Sufi tradition and scientific healing research,
(ii) the training and development of skills for self-healing, one-to-one energy and spiritual healing, group healing and distant healing through prayer,
(iii) healing services, classes, seminars, retreats, training courses and on-line training facilities,
(iv) promotion of use of healing skills in medical and therapeutic practice, including work in hospitals, palliative care and support for the dying,
(v) awareness of the value of healing in everyday life,
(vi) coordination of Sufi Healing Order communities across the world and cooperation with the healing activities of other healing organizations, and
(vii) an orientation towards universal values of peace, compassion and harmony.
4. Application of income and property
(1) The income and property of the association shall be applied solely towards the promotion of the objects.
(a) A trustee is entitled to be reimbursed from the property of the association or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the association.
(b) A trustee may beneﬁt from trustee indemnity insurance cover purchased at the association’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
(2) None of the income or property of the association may be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of proﬁt to any member of the association. This does not prevent a member who is not also a trustee from receiving:
(a) a beneﬁt from the association in the capacity of a beneﬁciary of the association;
(b) reasonable and proper remuneration for any goods or services supplied to the association.
5. Beneﬁts and payments to trustees and connected persons
(1) General provisions
No trustee or connected person may:
(a) buy or receive any goods or services from the association on terms preferential to those applicable to members of the public;
(b) sell goods, services or any interest in land to the association;
(c) be employed, by or receive, any remuneration from the association;
(d) receive any other ﬁnancial beneﬁt from the association;
unless the payment is permitted by sub-clause (2) of this clause. In this clause, a ‘ﬁnancial beneﬁt’ means a beneﬁt, direct or indirect, which is either money or has a monetary value.
(2) Scope and powers permitting trustees’ or connected persons’ beneﬁts
(a) A trustee or connected person may receive a beneﬁt from the association in the capacity of a beneﬁciary of the charity provided that a majority of the trustees do not beneﬁt in this way.
(b) A 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 charity where that is permitted in accordance with, and subject to the conditions in, section 185 of the Charities Act 2011.
(c) Subject to sub-clause (3) of this clause a trustee or connected person may provide the association with goods that are not supplied in connection with services provided to the association by the trustee or connected person.
(d) A trustee or connected person may receive interest on money lent to the association at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
(e) A trustee or connected person may receive rent for premises let by the trustee or connected person to the association. The amount of the rent and the other terms of the lease must be reasonable and proper. The trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
(f) A trustee or connected person may take part in the normal trading and fundraising activities of the association on the same terms as members of the public.
(3) Payment for supply of goods only – controls
The association and its trustees may only rely upon the authority provided by sub-clause 2(c) of this clause if each of the following conditions is satisﬁed:
(a) The amount or maximum amount of the payment for the goods is set out in an agreement in writing between the association and the trustee or connected person supplying the goods (‘the supplier’) under which the supplier is to supply the goods in question to or on behalf of the association.
(b) 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.
(c) The other trustees are satisﬁed that it is in the best interests of the association to contract with the supplier rather than with someone who is not a trustee or connected person. In reaching that decision the trustees must balance the advantage of contracting with a trustee or connected person against the disadvantages of doing so.
(d) 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 association.
(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of trustees is present at the meeting.
(f) The reason for their decision is recorded by the trustees in the minute book.
(g) A majority of the trustees then in ofﬁce are not in receipt of remuneration or payments authorised by clause 5.
(4) In sub-clauses (2) and (3) of this clause:
(a) ‘the association’ includes any company in which the association:
(i) holds more than 50% of the shares; or
(ii) controls more than 50% of the voting rights attached to the shares; or (iii) has the right to appoint one or more trustees to the board of the company.
(b) ‘connected person’ includes any person within the deﬁnition set out in clause 31 (Interpretation).
(1) If the members resolve to dissolve the association, the trustees will remain in ofﬁce as trustees and be responsible for winding up the affairs of the association in accordance with this clause.
(2) The trustees must collect in all the assets of the association and must pay or make provision for all the liabilities of the association.
(3) The trustees must apply any remaining property or money:
(a) directly for the objects;
(b) by transfer to any charity or charities or constituted group for purposes the same as or similar to the association;
(4) The members may pass a resolution before or at the same time as the resolution to dissolve the association specifying the manner in which the trustees are to apply the remaining property or assets of the association and the trustees must comply with the resolution if it is consistent with paragraphs (a) – (b) inclusive in sub-clause (3) above.
(5) In no circumstances shall the net assets of the association be paid to or distributed among the members of the association (except to a member that is itself a charity).
7. Amendment of constitution
(1) The association may amend any provision contained in Part 1 of this constitution provided that any resolution to amend a provision of Part 1 of this constitution is passed by not less than two thirds of the members present and voting at a general meeting.
(2) Any provision contained in Part 2 of this constitution may be amended, provided that any such amendment is made by resolution passed by a simple majority of the members present and voting at a general meeting.
(1) Membership of this association is open to
(a) all individuals who have received initiation into the Sufi Healing Order. (Anyone who wishes to become a member of the Sufi Healing Order can apply and take up the Sufi Healing Order training which can usually be completed within seven months. Subject to satisfactorily completing the training, they can receive initiation which consists of a short prayer of dedication),
(b) organisations who are approved by the Trustees.
(a) The trustees may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interests of the association to refuse the application.
(b) The trustees must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision.
(c) The trustees must consider any written representations the applicant may make about the decision. The trustees’ decision following any written representations must be notiﬁed to the applicant in writing but shall be ﬁnal.
(3) Membership is not transferable to anyone else.
(4) The trustees must keep a register of names and addresses of the members which must be made available to any member upon request.
9. Termination of membership
Membership is terminated if:
(1) the member dies or, if it is an organisation, ceases to exist;
(2) the member resigns by written notice to the association unless, after the resignation, there would be less than two members;
(3) the member ceases to be a mureed (i.e. a person initiated into the Sufi Healing Order);
(4) any sum due from the member to the association is not paid in full within six months of it falling due;
(5) the member is removed from membership by a resolution of the trustees that it is in the best interests of the association that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
(a) the member has been given at least twenty one days’ notice in writing of the meeting of the trustees at which the resolution will be proposed and the reasons why it is to be proposed;
(b) the member or, at the option of the member, the member’s representative (who need not be a member of the association) has been allowed to make representations to the meeting.
10. General meetings
(1) The association must hold a general meeting within twelve months of the date of the adoption of this constitution.
(2) An annual general meeting must be held in each subsequent year and not more than ﬁfteen months may elapse between successive annual general meetings.
(3) All general meetings other than annual general meetings shall be called special general meetings.
(4) The trustees may call a special general meeting at any time.
(5) The trustees must call a special general meeting if requested to do so in writing by at least ten members or one tenth of the membership, which ever is the greater. The request must state the nature of the business that is to be discussed. If the trustees fail to hold the meeting within twenty-eight days of the request, the members may proceed to call a special general meeting but in doing so they must comply with the provisions of this constitution.
(6) electronic media (including Skype and telephone or video conferencing) may be used to facilitate the attendance of as many members as practicable at Annual General Meetings and Special General Meetings.
(1) The minimum period of notice required to hold any general meeting of the association is fourteen clear days from the date on which the notice is deemed to have been given.
(2) A general meeting may be called by shorter notice, if it is so agreed by all the members entitled to attend and vote.
(3) The notice must specify the date, time and place of the meeting and the general nature of the business to be transacted. If the meeting is to be an annual general meeting, the notice must say so.
(4) The notice must be given to all the members and to the trustees.
(1) No business shall be transacted at any general meeting unless a quorum is present.
(2) A quorum is 7 members entitled to vote upon the business to be conducted at the meeting.
(3) The authorised representative of a member organisation shall be counted in the quorum.
(a) a quorum is not present within half an hour from the time appointed for the meeting;
(b) during a meeting a quorum ceases to be present,
the meeting shall be adjourned to such time and place as the trustees shall determine.
(5) The trustees must re-convene the meeting and must give at least seven clear days’ notice of the re-convened meeting stating the date time and place of the meeting.
(6) If no quorum is present at the re-convened meeting within ﬁfteen minutes of the time speciﬁed for the start of the meeting the members present at that time shall constitute the quorum for that meeting.
(1) General meetings shall be chaired by the person who has been elected as Chair.
(2) If there is no such person or he or she is not present within ﬁfteen minutes of the time appointed for the meeting a trustee nominated by the trustees shall chair the meeting.
(3) If there is only one trustee present and willing to act, he or she shall chair the meeting.
(4) If no trustee is present and willing to chair the meeting within ﬁfteen minutes after the time appointed for holding it, the members present and entitled to vote must choose one of their number to chair the meeting.
(1) The members present at a meeting may resolve that the meeting shall be adjourned.
(2) The person who is chairing the meeting must decide the date time and place at which meeting is to be re-convened unless those details are speciﬁed in the resolution.
(3) No business shall be conducted at an adjourned meeting unless it could properly have been conducted at the meeting had the adjournment not taken place.
(4) If a meeting is adjourned by a resolution of the members for more than seven days, at least seven clear days’ notice shall be given of the re-convened meeting stating the date time and place of the meeting.
(1) Each member shall have one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
(2) Votes at a General Meeting may be notified by electronic media.
16. Representatives of other bodies
(1) Any organisation that is a member of the association may nominate any of its members to act as its representative at any meeting of the association.
(2) The organisation must give written notice to the association of the name of its representative. The nominee shall not be entitled to represent the organisation at any meeting unless the notice has been received by the association. The nominee may continue to represent the organisation until written notice to the contrary is received by the association.
(3) Any notice given to the association will be conclusive evidence that the nominee is entitled to represent the organisation or that his or her authority has been revoked. The association shall not be required to consider whether the nominee has been properly appointed by the organisation.
17. Ofﬁcers and trustees
(1) The association and its property shall be managed and administered by a committee comprising the ofﬁcers and other members elected in accordance with this constitution. The ofﬁcers and other members of the committee shall be the trustees of the association and in this constitution are together called ‘the trustees’.
(2) The association shall have the following ofﬁcers:
(a) A chair,
(b) A secretary,
(c) A treasurer.
(3) A trustee must be a member of the association or the nominated representative of an organisation that is a member of the association.
(4) No one may be appointed a trustee if he or she would be disqualiﬁed from acting under the provisions of clause 20.
(5) The number of trustees shall be not less than three but not more than 15 (unless otherwise determined by a resolution of the association in general meeting).
(6) The ﬁrst trustees (including ofﬁcers) shall be those persons elected as trustees and ofﬁcers at the meeting at which this constitution is adopted.
(7) A trustee may not appoint anyone to act on his or her behalf at meetings of the trustees.
18. Appointment of trustees
(1) The association in general meeting shall elect the ofﬁcers and the other trustees.
(2) The trustees may appoint any person who is willing to act as a trustee. Subject to sub-clause 5(b) of this clause, they may also appoint trustees to act as ofﬁcers.
(3) Trustees will normally be appointed for a term of three years*. One third of the trustees shall retire with effect from the conclusion of the annual general meeting but shall then be eligible for re-election at that annual general meeting. (* For the avoidance of doubt, no trustee may be appointed for a term longer than three years).
(4) No-one may be elected a trustee or an ofﬁcer at any annual general meeting unless prior to the meeting the association is given a notice that:
(a) is signed by a member entitled to vote at the meeting;
(b) states the member’s intention to propose the appointment of a person as a trustee or as an officer;
(c) is signed by the person who is to be proposed to show his or her willingness to be appointed.
(a) The appointment of a trustee, whether by the association in general of by the other trustees, must not cause the number of trustees to exceed any number fixed in accordance with this constitution as the maximum number of trustees.
(b) The trustees may not appoint a person to be an officer if a person has already been elected or appointed to that office and has not vacated the office.
19. Powers of trustees
(1) The trustees must manage the business of the association and have the following powers in order to further the objects (but not for any other purpose):
(a) to raise funds. In doing so, the trustees must not undertake any taxable permanent trading activity and must comply with any relevant statutory regulations;
(b) to buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(c) to sell, lease or otherwise dispose of all or any part of the property belonging to the association.
(d) to borrow money and to charge the whole or any part of the property belonging to the association as security for repayment of the money borrowed.
(e) to co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
(f) to establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects;
(g) to acquire, merge with or enter into any partnership or joint venture arrangement with any charity or association formed for any of the objects;
(h) to set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
(i) to obtain and pay for such goods and services as are necessary for carrying out the work of the association;
(j) to open and operate such bank and other accounts as the trustees consider necessary and to invest funds and to delegate the management of funds in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
(k) to do all such other lawful things as are necessary for the achievement of the objects.
(2) No alteration of this constitution or any special resolution shall have retrospective effect to invalidate any prior act of the trustees.
(3) Any meeting of trustees at which a quorum is present at the time the relevant decision is made may exercise all the powers exercisable by the trustees.
20. Disqualiﬁcation and removal of trustees
A trustee shall cease to hold ofﬁce if he or she:
(1) is disqualiﬁed from acting as a trustee by virtue of sections 178 and 179 of the Charities Act 2011 (or any statutory re-enactment or modiﬁcation of that provision);
(2) ceases to be a member of the association;
(3) becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs;
(4) resigns as a trustee by notice to the association (but only if at least two trustees will remain in ofﬁce when the notice of resignation is to take effect); or
(5) is absent without the permission of the trustees from all their meetings held within a period of six consecutive months and the trustees resolve that his or her ofﬁce be vacated.
21. Proceedings of trustees
(1) The trustees may regulate their proceedings as they think ﬁt, subject to the provisions of this constitution.
(2) Any trustee may call a meeting of the trustees.
(3) The secretary must call a meeting of the trustees if requested to do so by a trustee.
(4) Questions arising at a meeting must be decided by a majority of votes.
(5) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
(6) No decision may be made by a meeting of the trustees unless a quorum is present at the time the decision is purported to be made.
(7) The quorum shall be two or the number nearest to one-third of the total number of trustees, whichever is the greater or such larger number as may be decided from time to time by the trustees.
(8) A trustee shall not be counted in the quorum present when any decision is made about a matter upon which that trustee is not entitled to vote.
(9) If the number of trustees is less than the number ﬁxed as the quorum, the continuing trustees or trustee may act only for the purpose of ﬁlling vacancies or of calling a general meeting.
(10) The person elected as the Chair shall chair meetings of the trustees.
(11) If the Chair is unwilling to preside or is not present within ten minutes after the time appointed for the meeting, the trustees present may appoint one of their number to chair that meeting.
(12) The person appointed to chair meetings of the trustees shall have no functions or powers except those conferred by this constitution or delegated to him or her in writing by the trustees.
(13) A resolution in writing signed by all the trustees entitled to receive notice of a meeting of trustees or of a committee of trustees and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the trustees or (as the case may be) a committee of trustees duly convened and held.
(14) The resolution in writing may comprise several documents containing the text of the resolution in like form each signed by one or more trustees.
22. Conﬂicts of interests and conﬂicts of loyalties
A trustee must:
(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 association or in any transaction or arrangement entered into by the association which has not been previously declared; and
(2) absent himself or herself from any discussions of the trustees in which it is possible that a conﬂict will arise between his or her duty to act solely in the interests of the association and any personal interest (including but not limited to any personal ﬁnancial interest).
Any 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 trustees on the matter.
23. Saving provisions
(1) Subject to sub-clause (2) of this clause, all decisions of the trustees, or of a committee of the trustees, shall be valid notwithstanding the participation in any vote of a trustee:
(a) who is disqualiﬁed from holding ofﬁce;
(b) who had previously retired or who had been obliged by this constitution to vacate ofﬁce;
(c) who was not entitled to vote on the matter, whether by reason of a conﬂict of interests or otherwise;
if, without the vote of that trustee and that trustee being counted in the quorum, the decision has been made by a majority of the trustees at a quorate meeting.
(2) Sub-clause (1) of this clause does not permit a trustee to keep any beneﬁt that may be conferred upon him or her by a resolution of the trustees or of a committee of trustees if, but for sub-clause (1), the resolution would have been void, or if the trustee has not complied with clause 22 (Conﬂicts of interests and conﬂicts of loyalties).
(1) The trustees may delegate any of their powers or functions to a committee of two or more trustees but the terms of any such delegation must be recorded in the minute book.
(2) The trustees may impose conditions when delegating, including the conditions that:
(a) the relevant powers are to be exercised exclusively by the committee to whom they delegate;
(b) no expenditure may be incurred on behalf of the association except in accordance with a budget previously agreed with the trustees.
(3) The trustees may revoke or alter a delegation.
(4) All acts and proceedings of any committees must be fully and promptly reported to the trustees.
25. Irregularities in proceedings
(1) Subject to sub-clause (2) of this clause, all acts done by a meeting of Trustees, or of a committee of trustees, shall be valid notwithstanding the participation in any vote of a trustee:
(a) who was disqualiﬁed from holding ofﬁce;
(b) who had previously retired or who had been obliged by the constitution to vacate ofﬁce;
(c) who was not entitled to vote on the matter, whether by reason of a conﬂict of interests or otherwise;
(d) the vote of that trustee; and
(e) that trustee being counted in the quorum,
the decision has been made by a majority of the trustees at a quorate meeting.
(2) Sub-clause (1) of this clause does not permit a trustee to keep any beneﬁt that may be conferred upon him or her by a resolution of the trustees or of a committee of trustees if the resolution would otherwise have been void.
(3) No resolution or act of
(a) the trustees
(b) any committee of the trustees
(c) the association in general meeting
shall be invalidated by reason of the failure to give notice to any trustee or member or by reason of any procedural defect in the meeting unless it is shown that the failure or defect has materially prejudiced a member or the beneﬁciaries of the association.
The trustees must keep minutes of all:
(1) appointments of ofﬁcers and trustees made by the trustees;
(2) proceedings at meetings of the association;
(3) meetings of the trustees and committees of trustees including:
(a) the names of the trustees present at the meeting;
(b) the decisions made at the meetings; and
(c) where appropriate, the reasons for the decisions.
27. Accounts and Annual Report
The trustees are responsible for:
(a) the keeping of accounting records for the association;
(b) the preparation of annual statements of account and an annual report of activities for the association;
(c) making the annual report and accounts available to the Members of the association.
(1) Any notice or communication required by this constitution to be given to or by any person must be:
(a) in writing; or
(b) given using electronic communications.
(2) The association may give any notice to a member either:
(a) personally; or
(b) by sending it by post in a prepaid envelope addressed to the member at his or her address; or
(c) by leaving it at the address of the member; or
(d) by giving it using electronic communications to the member’s electronic address.
(3) A member who does not register an address with the association or who registers only a postal address that is not within the United Kingdom shall not be entitled to receive any notice from the charity.
(4) A member present in person at any meeting of the association shall be deemed to have received notice of the meeting and of the purposes for which it was called.
(a) Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given.
(b) Proof that a notice contained in an electronic communication was sent in accordance with guidance issued by the Institute of Chartered Secretaries and Administrators shall be conclusive evidence that the notice was given.
(c) A notice shall be deemed to be given 48 hours after the envelope containing it was posted or, in the case of an electronic communication, 48 hours after it was sent.
(1) The trustees may from time to time make rules or bye-laws for the conduct of their business.
(2) The bye-laws may regulate the following matters but are not restricted to them:
(a) the admission of members of the association (including the admission of organisations to membership) and the rights and privileges of such members, and the entrance fees, subscriptions and other fees or payments to be made by members;
(b) the conduct of members of the charity in relation to one another, and to the association’s employees and volunteers;
(c) the setting aside of the whole or any part or parts of the association’s premises at any particular time or times or for any particular purpose or purposes;
(d) the procedure at general meeting and meetings of the trustees in so far as such procedure is not regulated by this constitution;
(e) the keeping and authenticating of records. (If regulations made under this clause permit records of the association to be kept in electronic form and requires a trustee to sign the record, the regulations must specify a method of recording the signature that enables it to be properly authenticated.)
(f) generally, all such matters as are commonly the subject matter of the rules of an unincorporated association.
(3) The association in general meeting has the power to alter, add to or repeal the rules or bye-laws.
(4) The trustees must adopt such means as they think sufﬁcient to bring the rules and bye-laws to the notice of members of the association.
(5) The rules or bye-laws shall be binding on all members of the association. No rule or bye-law shall be inconsistent with, or shall affect or repeal anything contained in, this constitution.
If a dispute arises between members of the association 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.
In this constitution ‘connected person’ means:
(1) a child, parent, grandchild, grandparent, brother or sister of the trustee;
(2) the spouse or civil partner of the trustee or of any person falling within sub-clause (1) above;
(3) a person carrying on business in partnership with the trustee or with any person falling within sub-clause (1) or (2) above;
(4) an institution which is controlled:
(a) by the trustee or any connected person falling within sub-clause (1), (2), or (3) above; or
(b) by two or more persons falling within sub-clause (4)(a), when taken together
(5) a body corporate in which
(a) the trustee or any connected person falling within sub-clauses (1) to (3) has a substantial interest; or
(b) two or more persons falling within sub-clause (5)(a) who, when taken together, have a substantial interest.
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Appendix – Excerpt from the Charities Act 2011
185 Remuneration of charity trustees or trustees etc. providing services to charity
(1) This section applies to remuneration for services provided by a person (“P”) to or on behalf of a charity where—
(a) P is a charity trustee or trustee for the charity, or
(b) P is connected with a charity trustee or trustee for the charity and the remuneration might result in that trustee obtaining any benefit.
This is subject to subsection (3).
(2) If Conditions A to D are met in relation to remuneration within subsection (1), P is entitled to receive the remuneration out of the funds of the charity.
- Condition A is that the amount or maximum amount of the remuneration—
(a) is set out in an agreement in writing between the charity or its charity trustees (as the case may be) and P under which P is to provide the services in question to or on behalf of the charity, and
(b) does not exceed what is reasonable in the circumstances for the provision by P of the services in question.
- Condition B is that, before entering into that agreement, the charity trustees decided that they were satisfied that it would be in the best interests of the charity for the services to be provided by P to or on behalf of the charity for the amount or maximum amount of remuneration set out in the agreement.
- Condition C is that if immediately after the agreement is entered into there is, in the case of the charity, more than one person who is a charity trustee and is—
(a) a person in respect of whom an agreement within Condition A is in force,
(b) a person who is entitled to receive remuneration out of the funds of the charity otherwise than by virtue of such an agreement, or
(c) a person connected with a person falling within paragraph (a) or (b), the total number of them constitute a minority of the persons for the time being holding office as charity trustees of the charity.
- Condition D is that the trusts of the charity do not contain any express provision that prohibits P from receiving the remuneration.
(3) Nothing in this section applies to—
(a) any remuneration for services provided by a person in the person's capacity as a charity trustee or trustee for a charity or under a contract of employment, or
(b) any remuneration not within paragraph (a) which a person is entitled to receive out of the funds of a charity by virtue of—
(i) any provision contained in the trusts of the charity;
(ii) any order of the court or the Commission;
(iii) any statutory provision contained in or having effect under an Act other than this section.
(4) Before entering into an agreement within Condition A the charity trustees must have regard to any guidance given by the Commission concerning the making of such agreements.
(5) The duty of care in section 1(1) of the Trustee Act 2000 applies to a charity trustee when making such a decision as is mentioned in Condition B.
(6) For the purposes of Condition C an agreement within Condition A is in force so long as any obligations under the agreement have not been fully discharged by a party to it.
(7) Sections 187 and 188 (interpretation) apply for the purposes of this section.
186 Disqualification of charity trustee or trustee receiving remuneration under s.185
(1) This section applies to any charity trustee or trustee for a charity—
(a) who is or would be entitled to remuneration under an agreement or proposed agreement within Condition A, or
(b) who is connected with a person who is or would be so entitled.
(2) The charity trustee or trustee for a charity is disqualified from acting as such in relation to any decision or other matter connected with the agreement.
(3) But if an act is done by a person who is disqualified from doing it by virtue of subsection (2), the act is not invalid merely because of that disqualification.
(4) If the Commission is satisfied—
(a) that a person (“P”) has done any act which P was disqualified from doing by virtue of subsection (2), and
(b) that P or a person connected with P has received or is to receive from the charity any remuneration under the agreement in question, it may make an order under subsection (5) or (6) (as appropriate).
(5) An order under this subsection is one requiring P—
(a) to reimburse to the charity the whole or part of the remuneration received as mentioned in subsection (4)(b);
(b) to the extent that the remuneration consists of a benefit in kind, to reimburse to the charity the whole or part of the monetary value (as determined by the Commission) of the benefit in kind.
(6) An order under this subsection is one directing that P or (as the case may be) the connected person is not to be paid the whole or part of the remuneration mentioned in subsection (4)(b).
(7) If the Commission makes an order under subsection (5) or (6), P or (as the case may be) the connected person accordingly ceases to have any entitlement under the agreement to so much of the remuneration (or its monetary value) as the order requires P to reimburse to the charity or (as the case may be) as it directs is not to be paid to P.
(8) Sections 187 and 188 (interpretation) apply for the purposes of this section.
187 Meaning of “benefit”, “remuneration”, “services” etc.
In sections 185 and 186—
- “benefit” means a direct or indirect benefit of any nature;
- “maximum amount”, in relation to remuneration, means the maximum amount of the remuneration whether specified in or ascertainable under the terms of the agreement in question;
- “remuneration” includes any benefit in kind (and “amount” accordingly includes monetary value);
- “services”, in the context of remuneration for services, includes goods that are supplied in connection with the provision of services.