CONSTITUTION OF

Peebles Baptist Church

Correct at DECEMBER 2018

Adopted by a Church Members’ Meeting

in the Victoria Park Centre, Peebles on 27th May 2015,
and amended on 8th January 2017, 23rd May 2018, and 16th DECEMBER 2018.
 CONSTITUTION
of
Peebles Baptist Church

CONTENTS
GENERAL Name; type of organisation; registered Clauses
information 1-7
office; objectives and purposes; powers;
organisational structure
CHURCH MEMBERS Qualifications for membership; rights and Clauses
responsibilities of membership; church 8 - 25
discipline; confidentiality; Members’ liability;
register of Members; withdrawal from
membership
DECISION-MAKING Members’ Meetings; power to request Members’ Clauses
BY CHURCH Meeting; notice; procedure at Members’ 26 - 48
MEMBERS Meetings; voting at Members’ Meetings; minutes
Diaconate Eligibility; election/retiral/re-election; number; Clauses
(CHARITY TRUSTEES) definition and responsibilities of Charity 49 - 82
Trustees; conflict of interest; office bearers;
appointment procedures; register of Members of
the Diaconate; powers, general duties, code of
conduct; termination of office; personal or
medical difficulties; Diaconate liability.
DECISION-MAKING Notice of and procedure at Deacons’ Meetings; Clauses
BY Diaconate minutes 83 – 97

ADMINISTRATION Sub-committees; operation of accounts and Clauses

management of property; accounting records 98 - 107
and annual accounts; financial year
MISCELLANEOUS Dissolution; amendments to the constitution; Clauses
interpretation 108 - 118

APPENDIX 1 Declaration of Principle of the Baptist Union of

Scotland
APPENDIX 2 The Lord’s Supper
APPENDIX 3 Church Discipline
APPENDIX 4 Procedure for election of Deacons

2
GENERAL INFORMATION

Name
1 The name of the organisation shall be “Peebles Baptist Church”
(hereinafter referred to as “the Church”). The Church’s registered address and
principal office will be in Scotland.

Type of organisation
2 The Church will, upon registration, be a Scottish Charitable Incorporated
Organisation (SCIO).

Objectives and Purposes

3 The purpose of the Church is to glorify God, the Father of our Lord Jesus
Christ, through:

3.1 the promotion of activities consistent with the vision of a witnessing

community of faith in Jesus Christ; and

3.2 the advancement of Christian faith and practice primarily in Peebles

and the surrounding area of Tweeddale, and also throughout Scotland
and the rest of the World, by all means consistent with the teachings
of the Christian Bible including worship, ministry, mission, prayer,
witness, education, community service and the support of agencies
and individuals and other charitable organisations involved in
Christian missionary work and the relief of poverty or other social
needs.

Powers
4 In furtherance of the above objectives (but not otherwise), the Church may:

4.1 employ such staff as are considered appropriate for the proper
conduct of the Church activities, and to make reasonable provision for
the payment of pension and/or other benefits for Members of staff, ex-
Members of staff and their dependants;

4.2 engage volunteers;

4.3 engage and pay fees to professionals and technical

advisors/consultants to assist in the work of the Church;

4.4 purchase, take on lease, hire, or otherwise acquire, any property or

rights which are suitable for the Church's activities;

4.5 improve, manage, develop, or otherwise deal with, all or any part of
the property and rights of the Church;

3
4.6 sell, let, hire out, license, or otherwise dispose of, all or any part of the
property and rights of the Church;

4.7 work in liaison with representatives of voluntary organisations,

Government departments, local and other statutory authorities, other
bodies and individuals;

4.8 form any charitable company with a similar purpose to that of the
Church, and if considered appropriate, to transfer to any such
company (without any payment being required from the company)
the whole or any part of the Church's assets and undertaking;

4.9 support any other charitable body, and to make donations for any
charitable purpose falling within its purpose;

4.10 take out Membership of such organisations as are considered to be in

the interest of and compatible with the objectives of the Church;

4.11 promote and carry out or assist in promoting research survey

investigation and, where considered appropriate, publish the results;

4.12 arrange and provide for or join in arranging and providing for the
holding of exhibitions, meetings, lectures, classes, seminars and
training courses;

4.13 collect and disseminate information on all matters affecting the

objectives, and exchange such information with other bodies having
similar objectives whether in this country or overseas;

4.14 cause to be written and printed or otherwise reproduced and

circulated such papers, books, periodicals or other documents as shall
further the objectives;

4.15 subject to such consents as may be required by law, borrow or raise

money for the objectives and accept grants, donations and legacies in
such terms and on such securities as shall be deemed to be necessary;

4.16 invest the monies of the Church not immediately required for the said
objectives in or upon such investments, securities or property as may
be thought fit, subject nevertheless to such conditions (if any) as may
for the time being be imposed or required by law; and to dispose of,
and vary, such investments;

4.17 effect insurance of any relevant kind (which may include Trustees'
liability insurance);

4.18 do all other lawful things as may be incidental or conducive for the
attainment of the objectives of the Church.

4
Organisational Structure
5 The Church is congregational in its form of Church government and is in
Membership with the Baptist Union of Scotland, which is Registered Scottish
Charity Number SC004960 ("the Union") to whose Declaration of Principle
(the text of which appears in Appendix 1 to this Constitution) the Church
subscribes.

6 Ultimate authority in all decision-making will rest with the Members of the
Church congregation.

7 The Members of the Church congregation will appoint a team of Deacons

and others as described in clause 49 (the “Diaconate”) to discharge the
responsibilities of the office bearers and trustees of the Church.

5
MEMBERS

8 The Members of the Church shall be such as profess faith in Jesus Christ as
Saviour and Lord and have been baptised as believers in the Name of God the
Father, the Son and the Holy Spirit. The mode of baptism practised by the
Church shall be that of immersion on the understanding that in special
circumstances the Church Members’ Meeting may agree to make an
exception. All applicants for Membership shall be accepted only upon
satisfying the Church as to their faith in Christ.

9 Children, under the age of sixteen, following baptism, shall be eligible for full
Membership; but not eligible to cast votes at Church Members’ Meetings, or
to become Deacons.

10 Members will have the right to attend Members' Meetings (including any
Annual General Meeting) and will have important powers under the
constitution; in particular, the power to appoint people to serve on the
Diaconate and take decisions on changes to the constitution itself.

11 Associate Membership is open, in exceptional circumstances, to those who

have made a credible profession of their repentance towards God and faith in
the Lord Jesus Christ and have shown a commitment to the life of the
Church.

12 Associate Members may attend Church Members’ Meetings but are not
eligible to vote and may not be appointed as office-bearers. They shall,
however, be subject to the discipline of the Church as if they were in full
Membership.

13 Applicants for full and associate Membership, having been interviewed by a

Member of the Diaconate and an experienced Member appointed by the
Diaconate, shall be received into full or associate Membership upon
satisfying the Church that the conditions of Membership, as above, have
been met.

14 This constitution shall be made available in printed or electronic format to

each Member and all applicants for Membership. Applicants for Membership
shall be made fully aware of its content before acceptance into Membership.

15 Applications for baptism, when Membership is not desired, shall be granted

on approval of the Diaconate.

16 By joining the Church, Members shall come under the following obligations:

16.1 to attend regularly at public worship, including the Ordinance of the

Lord's Supper [see Appendix 2] and other gatherings for prayer and
Bible study observed by the Church;

16.2 to be in attendance at the Church Members’ Meeting;

6
 16.3 to contribute systematically to the Church's finances as the Lord has
prospered them;

16.4 to use their gifts in the service of Christ and His Church;

16.5 to maintain the spirit of Christian love and unity;

16.6 to show evidence of their Christian character in all things; and

16.7 to share in the fulfilment of the Lord's Commission (Matthew 28:19-

20).

17 Should Members fail to fulfil their obligations over an extended period, the
Church Leadership shall arrange for such Members to be visited by
appropriate representatives of the Church with a view to reviewing their
membership. Should the situation remain unchanged the Diaconate may
recommend to the Church Members Meeting the removal of such persons
from the Church’s Membership.

18 In the case of private offences between Members, it is incumbent that the

rule prescribed by Christ in Matthew 18:15-17 be faithfully observed. In cases
of open back-sliding, glaring inconsistency, or grave doctrinal error, it is the
duty of the Church to exercise discipline according to Biblical patterns [see
Appendix 3]. Where there are serious difficulties involving the Pastor(s)
and/or the rest of the Diaconate, assistance will be sought from the Union
and/or the wider Baptist family and consideration will be given to utilising
the services of the Peaceful Transformation Team or other similar facility
offered by the Union.

19 All matters private to the Church shall be treated by Members as strictly

confidential.

20 The Members of the Church have no liability to pay any sums to help to meet
the debts (or other liabilities) of the Church if it is wound up; accordingly, if
the Church is unable to meet its debts, the Members will not be held
responsible.

21 The Trustees of the Church have certain legal duties under the Charities and
Trustee Investment (Scotland) Act 2005 (as amended), and clause 20 (above)
does not apply to any personal liabilities they might incur if they are in
breach of those duties.

Register of Members
22 The Diaconate will keep a register of Members:

22.1 setting out for each current Member -

22.1.1 his or her full name and address; and

7
 22.1.2 the date on which he/she was registered as a Member of the
Church;

22.2 and setting out for each former Member - for at least six years from
the date on he/she ceased to be a Member -

22.2.1 his or her name; and

22.2.2 the date on which he or she ceased to be a Member.

23 The Diaconate will ensure that the register of Members is updated within 28
days of any change which is notified to the Church.

24 If a Church Member or Member of the Diaconate requests a copy of the

register of Members, the Diaconate must ensure that a copy is supplied to
him or her within 28 days, providing the request is reasonable. If the request
is made by a Church Member who is not a Member of the Diaconate, the
Diaconate may provide a copy which has the addresses blanked out.

Withdrawal from Membership

25 Any person who wants to withdraw from Membership must give a written
and signed notice of withdrawal to the Church; he or she will cease to be a
Member as from the time when the notice is received by the Church.

8
DECISION-MAKING BY THE CHURCH MEMBERS

General Meetings
26 The Church must hold a General Members’ Meeting within twelve months of
the date of the adoption of this Constitution.

27 An Annual General Meeting of Church Members must be held in each

subsequent year and not more than fifteen months may elapse between
successive Annual General Meetings.

28 The Church accounts and the accounts of all the organisations of the Church,
including details of salaries or other remuneration and allowances paid to the
Church's staff, and of expenses reimbursed to such staff and/or to other
Members of the Church, shall be presented annually to the Church.
Accounts will be examined and/or audited by suitably qualified persons in
accordance with the requirements of current legislation. Such action will be
confirmed at the next possible Church Members’ Meeting.

Church Members’ Meetings

29 Church Members’ Meetings shall be held at least three times per year, one of
these Meetings being the Annual General Meeting (AGM). The Diaconate
shall appoint a Church Member as Chair in advance of each Meeting.

30 Church Members’ Meeting agendas shall include:

30.1 statement of the Church's finances, including presentation to the

AGM of full accounts (these being audited annually or externally
examined in accordance with the requirements of current legislation);

30.2 consultation about the Church's work and policy; and

30.3 reports on the pastoral care of the Members, and business remitted
from the Diaconate.

31 Should the need arise, a Special Church Members’ Meeting may be called at
any time by the Diaconate, or by ten Members, but only after notification has
been given, so far as it has been reasonably practical to do so, to all Members
either by letter, telephone, email or personal call.

Procedure for Church Members’ Meetings

32 Members introducing new business are required to give three weeks prior
notice in writing through the Church Secretary.

33 Every Member present at a Church Members’ Meeting shall have one vote. If
there is an equal number of votes for and against any resolution it will be
normal practice to defer the matter for further reflection and decision-

9
 making at a future date. In exceptional circumstances, however, the Chair of
the Meeting shall be entitled to a casting vote.

34 The normal minimum period of notice required to hold any Church

Members’ Meeting is fourteen clear days from the date on which the notice is
deemed to have been given.

35 A Church Members’ Meeting may be called by shorter notice, if convened in

a manner consistent with clause 31 of this constitution.

36 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.

37 The notice must be given to all the Members of the Church.

38 No business shall be transacted at any Church Members’ Meeting unless a

quorum is present.

39 A quorum is one-third of the Members entitled to vote upon the business to

be conducted at the Meeting. If a quorum is not present within half an hour
from the time appointed for the Meeting, or, during a Meeting, a quorum
ceases to be present, then the Meeting shall be adjourned to such time and
place as the Diaconate shall determine.

40 The Diaconate must reconvene the Meeting and must give at least seven
clear days' notice of the reconvened Meeting, stating the date, time and place
of the Meeting.

41 If no quorum is present at the reconvened 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.

Chair
42 As indicated in clause 29 of this constitution, Church Members’ Meeting’s
shall be chaired by a Member of the Church appointed by the Diaconate.

43 If the Chair is not present within fifteen minutes after the time appointed for
holding the Meeting, the Members present and entitled to vote must choose
one of their number to chair the Meeting.

Voting at Members’ Meetings

44 Every Member has one vote, which must be given personally.

45 All decisions at Members' Meetings will be made by majority vote - with the
exception of the types of resolution listed in clauses 46 and 114.1.

10
46 The following resolutions will be valid only if passed by not less than two-
thirds of those voting on the resolution at a Members’ Meeting:

46.1 a resolution amending the constitution;

46.2 a resolution approving the amalgamation of the Church with another

SCIO (or approving the constitution of the new SCIO to be constituted
as the successor pursuant to that amalgamation);

46.3 a resolution to the effect that all of the Church’s property, rights and
liabilities should be transferred to another SCIO (or agreeing to the
transfer from another SCIO of all of its property, rights and liabilities);

46.4 a resolution for the winding up or dissolution of the Church.

Minutes
47 The Diaconate must ensure that proper minutes are kept in relation to all
Members' Meetings.

48 Minutes of Members' Meetings must include the names of those present; and
(so far as possible) should be signed by the Chairperson of the Meeting.

11
Diaconate (CHARITY TRUSTEES)
49 The Diaconate shall consist of the Pastor(s) and a number of others as
determined by the Church Members’ Meeting. For the avoidance of doubt,
the term “Diaconate” in this constitution shall be taken to include those
elected as Deacons, as well as the Pastor(s) and any others appointed under
the terms of clause 51 and 52.

50 Those appointed to the Diaconate shall be full Members of the Church who
have been in Membership for not less than two years. They shall be subject
to periodic re-election.

51 The limitations in section 50 above shall not apply to the Pastor(s), or other
staff whom the Church Members’ Meeting decides should be ex-officio
Members of the Diaconate.

52 In exceptional circumstances, such as when the number of elected deacons is

felt to be too small to allow for the group to work effectively, the Diaconate
may co-opt additional people onto the diaconate. Co-opted members need
not necessarily comply with the limitations set out in clause 50, but they
must confess faith in Jesus Christ as Lord, must be in sympathy with the
stated mission and values of the Church, and must be regularly part of the
Church fellowship. The number of people co-opted shall never exceed the
number of elected and appointed members of the Diaconate.

53 Appointments made under the terms of clause 52 shall be ratified by the

Church Members’ Meeting, and shall be subject to annual re-appointment.
For the avoidance of doubt, such appointments shall be subject to all other
clauses in this constitution applying to trustees and members of the
Diaconate.

54 The maximum number of Deacons will be agreed from time to time by the
Church Members’ Meeting.

Charity Trustees
55 The Trustees of the Church (“Trustees”, also known as “Charity Trustees”) are
those persons having general control and management of the administration
of the Church, and shall be the Members of the Diaconate.

56 Each, in consequence, has a duty to act in the interests of the Church; and, in
particular, will:

56.1 seek, in good faith, to ensure that the Church acts in a manner which
is in accordance with its purposes;

56.2 act with the care and diligence which it is reasonable to expect of a
person who is managing the affairs of another person;

12
 56.3 in circumstances giving rise to the possibility of a conflict of interest
between the Church and any other party:

56.3.1 put the interests of the Church before that of the other party;

56.3.2 where any other duty prevents him or her from doing so,
disclose the conflicting interest to the Church and refrain
from participating in any deliberation or decision of the other
Members of the Diaconate with regard to the matter in
question;

56.3.3 ensure that the Church complies with any direction,

requirement, notice or duty imposed under or by virtue of the
Charities and Trustee Investment (Scotland) Act 2005.

57 In addition to the duties outlined in clause 56, all Members of the Diaconate
must also take such steps as are reasonably practicable for the purpose of
ensuring:

57.1 that any breach of any of those duties is corrected by the person
concerned and not repeated; and

57.2 that any person who has been in serious and persistent breach of those
duties is removed from Membership of the Diaconate.

58 Provided he or she has declared his or her interest - and has not voted on the
question of whether or not the Church should enter into the arrangement –
no Member of the Diaconate will be debarred from entering into an
arrangement with an organisation in which he or she has a personal interest;
and (subject to clause 81 and to the provisions relating to remuneration for
services contained in the Charities and Trustee Investment (Scotland) Act
2005), he or she may retain any personal benefit which arises from that
arrangement.

59 No Deacon may serve as an employee (full-time or part-time) of the Church;

nor be given any remuneration by the Church for carrying out his or her
duties. However, notwithstanding the fact that any Pastor(s) (or others
specified in section 51 above) appointed by the Church are Charity Trustees
they will be entitled to be paid an agreed and reasonable remuneration or
stipend out of the funds of the Church provided that a majority of the Charity
Trustees at any given time do not benefit under this provision.

60 Members of the Diaconate may be paid all travelling and other expenses
reasonably incurred by them in connection with carrying out their duties;
this may include expenses relating to their attendance at Meetings.

13
Office Bearers
61 The Office-Bearers of the Church shall be the Pastor(s), Secretary and
Treasurer, the latter two of whom shall be appointed by and from within the
Diaconate, but subject to ratification by the Church Members’ Meeting.

62 All office-bearers other than the Pastor will retire from office at each AGM,
but may be re-appointed in the course of the same Meeting, within the terms
of clause 61: i.e. upon the recommendation of the Diaconate and the
subsequent ratification of the Meeting.

63 In addition to the office-bearers required under clause 61 (above), the

Diaconate may elect (from among themselves) further office-bearers if they
consider that appropriate.

64 A person elected to any office will automatically cease to hold that office:

64.1 if he or she ceases to be a Member of the Diaconate; or

64.2 if he or she gives to Church signed notice of resignation from that

office.

Procedure for the Appointment of the Pastor

65 When the position of Pastor falls vacant the Members of the Church shall
appoint a Vacancy Committee consisting of an agreed number of Members
and chaired by an external Moderator, also appointed by the Members of the
Church. The Pastor shall be called following a ballot of those Members
attending a Meeting of Members specially convened for the purpose,
following a recommendation from the Vacancy Committee. For the call to be
issued the recommendation must be supported by a previously agreed
majority of the votes cast at the Meeting. Following appointment, the Pastor
will become a Member of the Church.

66 In the event of the Pastor being unable to fulfil his/her responsibilities, the
Diaconate shall be responsible for the arrangement of the Church services
and for the spiritual welfare of the Church.

67 If more than one pastor has been appointed by the Church, sections 65 and
66 above shall be understood to apply to the position of Senior Pastor. The
procedure for appointment of further pastoral or other staff will normally be
similar to that above, but may be modified by the Church Members’ Meeting.

Procedure for the Appointment of Other Members of the Diaconate

68 Except as permitted by clause 52, members of the Diaconate (other than the
Pastor(s)) shall be full Members of the Church who have been in Membership
for not less than two years. Nomination and Voting Procedure is detailed in
Appendix 4, but voting shall in all circumstances be by secret ballot, and
election shall be by a two-thirds majority of the returned ballot papers. If the

14
 number of candidates receiving at least this majority exceeds the number of
vacancies, those candidates with the highest number of votes will be elected.

69 Members of the Diaconate (except for those specified in sections 51 and 52

above) shall be appointed for one term of three years with the opportunity to
be nominated for one further three year term, which latter must be followed
by a vacant year when they shall not be eligible for reappointment.

Termination of office
70 A Member of the Diaconate will automatically cease to hold office if he or
she:

70.1 becomes disqualified from being a charity trustee under the Charities
and Trustee Investment (Scotland) Act 2005, unless the Scottish
Charity Regulator (OSCR) has received a specific application and
granted a waiver;

70.2 ceases to be a Member of the Church (except for those appointed

under the provisions of clause 52 above);

70.3 becomes an employee of the Church, save for the provisions in section
51 and 59 above;

70.4 gives the Church a signed notice of resignation;

70.5 is absent (without good reason, in the opinion of the Diaconate) from
more than three consecutive Meetings of the Diaconate - but only if
the Diaconate resolves to remove him or her from office;

70.6 is removed from office by resolution of the Diaconate on the grounds

he or she is considered to have committed a material breach of the
code of conduct for charity Trustees (as referred to in clauses 79 and
80);

70.7 is removed from office by resolution of the Diaconate on the grounds

that he or she is considered to have been in serious or persistent
breach of his or her duties under section 66(1) or (2) of the Charities
and Trustee Investment (Scotland) Act 2005; or

70.8 is removed from office by a resolution of the Members passed at a

Members’ Meeting.

71 A resolution under clause 70.6, 70.7 or 70.8 shall be valid only if:

71.1 the person who is the subject of the resolution is given reasonable
prior written notice of the grounds upon which the resolution for his
or her removal is to be proposed;

15
 71.2 the person concerned is given the opportunity to address the Meeting
at which the resolution is proposed, prior to the resolution being put
to the vote; and

71.3 (in the case of a resolution under clause 70.6 or 70.7) the remaining
Members of the Diaconate agree unanimously to approve or reject the
resolution. If there is not unanimity, the issue must be brought for
decision by simple majority to a Church Members’ Meeting.

Personal or Medical Difficulties

72 In the event of a Member of the Diaconate becoming unable to carry out
their duties as charity trustee for medical reasons or because of personal
circumstances, particularly where that situation has continued (or is
expected to continue) for a period of more than six months, the Pastor (or in
the event of a vacancy, another member of the Diaconate) will discuss with
the person in question options to relieve them of their Diaconate
responsibilities while the situation continues. Where the person formally
steps down from office for this reason, they may, on the approval of the
remaining Diaconate, return to office if their circumstances improve, as long
as their term of office has not come to an end. It is understood that this
clause is included for reasons of support, and not censure.

Register of Members of the Diaconate

73 The Diaconate will keep a register of its Members, setting out

73.1 for each current Member -

73.1.1 his/her full name and address;

73.1.2 the date on which he/she was appointed as a charity trustee;

and

73.1.3 any office held by him/her in the Church;

73.2 for each former Member - for at least 6 years from the date on which
he/she ceased to be a charity trustee -

73.2.1 the name of the charity Trustee;

73.2.2 any office held by him or her in the Church; and

73.2.3 the date on which he or she ceased to be a charity Trustee.

74 The Diaconate will ensure that the register of its Members is updated within
28 days of any change:

74.1 which arises from a resolution of the Diaconate or a resolution passed

by the Members of the Church; or

16
 74.2 which is notified to the Church.

75 If any person requests a copy of the register of Members of the Diaconate, the
Diaconate will ensure that a copy is supplied to him or her within 28 days,
providing the request is reasonable; if the request is made by a person who is
not a Member of the Diaconate, the Diaconate may provide a copy which has
the addresses blanked out, if satisfied that including that information is likely
to jeopardise the safety or security of any person or premises.

Powers of the Diaconate

76 Subject to any specific or general directions of the Church Members’ Meeting
and except where this constitution states otherwise, the Church (and its
assets and operations) will be managed by the Diaconate, and the Diaconate
may exercise all the powers of the Church.

77 A Meeting of the Diaconate at which a quorum is present may exercise all

powers exercisable by the Diaconate.

78 The Members may, by way of a resolution passed in compliance with clause

45, direct the Diaconate to take any particular step or direct the Diaconate
not to take any particular step; and the Diaconate shall give effect to any such
direction accordingly, save that the Diaconate are not required to do
anything that would cause them to be in breach of this constitution or any
trustee duty placed upon them as a result of this role.

Code of conduct for Members of the Diaconate

79 Each Member of the Diaconate shall comply with any code of conduct
prescribed by the Church Members or Diaconate from time to time.

80 The code of conduct referred to in clause 79 shall be supplemental to the

provisions relating to the conduct of charity Trustees contained in this
constitution and the duties imposed on charity Trustees under the Charities
and Trustee Investment (Scotland) Act 2005; and all relevant provisions of
this constitution shall be interpreted and applied in accordance with the
provisions of the code of conduct in force from time to time.

Remuneration
81 Any remuneration paid to a Member of the Diaconate must satisfy the
criteria laid down in Section 67 of the Charities and Trustee Investment
(Scotland) Act 2005.

Liability of Members of the Diaconate

82 The Diaconate will have limited liability and the Church will obtain
insurance to allow it to indemnify the Members of the Diaconate from any
claims that may arise out of any potential insolvency, or debts of the charity.
The Members of the Diaconate have certain legal duties under the Charities

17
and Trustee Investment (Scotland) Act 2005; and clause 21 does not exclude
(or limit) any personal liabilities they might incur if they are in breach of
those duties or in breach of other legal obligations or duties that apply to
them personally.

18
DECISION-MAKING BY THE Diaconate

Notice of Meetings of the Diaconate

83 Any Member of the Diaconate may call a Meeting of the Diaconate or ask the
secretary to call a Meeting of the Diaconate.

84 At least 7 days' notice must be given of each Meeting of the Diaconate, unless
(in the opinion of the person calling the Meeting) there is a degree of urgency
which makes that inappropriate.

Procedure at Meetings of the Diaconate

85 Only decisions taken at Meetings of the Diaconate where a quorum is present
will be considered valid; the quorum for such Meetings is 3 (three) charity
Trustees, present in person.

86 If at any time the number of Members of the Diaconate in office falls below
the number stated as the quorum in clause 85, the remaining Members of the
Diaconate will have power to co-opt up to three Members of the Church,
subject to subsequent ratification at the next Church Members’ Meeting - but
will not be able to take any other valid decisions until the team is quorate.

87 The Members of the Diaconate present at any Meeting of the Diaconate will
elect (from among themselves) the person who will act as Chair of that
Meeting.

88 Consensus is strongly desirable. However, where no consensus is apparent or

available and the matter cannot be held over for further thought, all
decisions at Diaconate Meetings will be made by majority vote.

89 In matters put to the vote, each Member of the Diaconate will have one vote,
which must be given personally.

90 If there is an equal number of votes for and against any resolution, the Chair
of the Meeting will be entitled to a second (casting) vote.

91 The Diaconate may, at its discretion, allow any person to attend and speak at
a Meeting of the Diaconate - notwithstanding that such a person is not a
Member of the Diaconate - on the basis that he or she must not participate in
decision-making.

19
92 No Member of the Diaconate may vote at a Diaconate Meeting (or at a
Meeting of a sub-committee) on any resolution which relates to a matter in
which he or she has a personal interest or duty which conflicts (or may
conflict) with the interests of the Church; he or she must withdraw from the
Meeting while an item of that nature is being dealt with.

93 For the purposes of clause 92:

93.1 an interest held by an individual who is “connected” with the Member

of the Diaconate under section 68(2) of the Charities and Trustee
Investment (Scotland) Act 2005 (as amended)(husband/wife, partner,
child, parent, brother/sister etc.) shall be deemed to be held by that
charity trustee;

93.2 a Member of the Diaconate will be deemed to have a personal interest

in relation to a particular matter if a body in relation to which he or
she is an employee, director, Member of the management committee,
officer or elected representative has an interest in that matter.

Minutes
94 The Diaconate will ensure that proper minutes are kept in relation to all
Meetings of the Diaconate and Meetings of its sub-committees.

95 The minutes to be kept under clause 94 will include the names of those
present; and (so far as possible) should be signed by the Chair of the Meeting.

96 The Diaconate shall (subject to clause 97) make available copies of the
minutes referred to in clause 94 to any Member of the public requesting
them.

97 The Diaconate may exclude from any copy minutes, made available to a
member of the public under clause 96, any material which the Diaconate
considers ought properly to be kept confidential - on the grounds that
allowing access to such material could cause significant prejudice to the
interests of the Church or on the basis that the material contains reference to
employee or other matters which it would be inappropriate to divulge.

20
ADMINISTRATION

Delegation to sub-committees
98 The Diaconate may delegate any of their powers to sub-committees; a sub-
committee must include at least one Member of the Diaconate, but other
Members of a sub-committee need not be Members of the Diaconate.

99 When delegating powers under clause 98, the Diaconate must set out
appropriate conditions (which must include an obligation to report regularly
to the Diaconate).

100 Any delegation of powers under clause 98 may be revoked or altered by the
Diaconate at any time.

101 The rules of procedure for each sub-committee, and the provisions relating to
Membership of each sub-committee, shall be set by the Diaconate.

Operation of Accounts and Management of Property

102 The Church and its property shall be managed and administered by the
Members of the Diaconate elected or appointed in accordance with this
Constitution.

103 No part of the income or property of the Church may be paid or transferred
(directly or indirectly) to the Members - either in the course of the Church’s
existence or on dissolution - except where this is done in direct furtherance
of the Church’s charitable purposes.

104 The signature(s) of the signatory or signatories appointed by the Diaconate

shall be required in relation to all operations (other than lodgement of funds)
on the bank or building society accounts held by the Church. At least one of
the signatories must be a Member of the Diaconate. Items of expenditure
exceeding Two Hundred and Fifty Pounds (£250) Sterling must be specifically
authorized by the Diaconate unless made in implementation of a budget or
other decision approved by a Church Members’ Meeting.

21
Accounting Records and Annual Accounts
105 The Diaconate shall ensure that proper accounting records are maintained in
accordance with all applicable statutory requirements.

106 The Diaconate shall prepare annual accounts, complying with all relevant
statutory requirements. If an audit is required under any statutory provisions
or if they otherwise think fit, they shall ensure that an audit of such accounts
is carried out by a qualified auditor.

Financial Year
107 The Church's financial year shall end on 31st March, or on such other date as
shall be decided by the Members.

22
MISCELLANEOUS

Dissolution
108 If ten [10] or more Members of the Church are of the opinion that it is
necessary or advisable to dissolve the Church, they shall call a Meeting of all
the Members of the Church of which not less than 21 days' notice (stating the
terms of the resolution to be proposed) shall be given.

109 In the event of the Church being dissolved or otherwise ceasing to exist the
Trustees will remain in office as Church Trustees and be responsible for
winding up the affairs of the Church in accordance with this clause.

110 The Diaconate must collect in all the assets of the Church and must make
provision for all the liabilities of the Church.

111 The Diaconate must apply the assets of the Church for charitable purposes
which are the same as – or which resemble closely – the purposes of the
organisation as set out in this constitution.

112 In the absence of any contrary decision by a majority vote of two-thirds of the
Members present and voting at a properly constituted Church Members’
Meeting, the assets of the Church shall become the property of the Baptist
Union of Scotland (or should this Union not then exist, the association of
Baptist Churches which may then be engaged in promoting objectives similar
to those of the Union [“the Association"]), to be applied in accordance with
the charitable purposes of the Union or the Association (if applicable).

113 If the Church is to be dissolved, the winding-up process will be carried out in
accordance with the procedures set out under the Charities and Trustee
Investment (Scotland) Act 2005.

Amendments to the Constitution

114 Any provision contained in this Constitution may be amended provided that:

114.1 a resolution is passed by not less than two thirds of those present and
voting at a Church Members’ Meeting called for the purpose by special
intimation from the pulpit on two preceding Sundays;

114.2 no amendment may be made that would have the effect of making the
Church cease to be a Church at law;

114.3 the notice of Church Members’ Meeting includes notice of the

resolution setting out the terms of the amendment proposed;

114.4 the Diaconate of the Church keep a copy of any such amendment with
this Constitution; and

23
 114.5 consent to the amendment is obtained from the Scottish Charity
Regulator (OSCR) if required.

Status of Appendices
115 For the avoidance of doubt, the Appendices to this constitution shall not
form part of the constitution for the purposes of regulation, and will not take
precedence over the constitution. They are not subject to the same
limitations for amendment detailed in clause 114 above, and may be modified
by a Church Members' Meeting as per clause 45.

Interpretation
116 References in this constitution to the Charities and Trustee Investment
(Scotland) Act 2005 (as amended) should be taken to include:

116.1 any statutory provision which adds to, modifies or replaces that Act;
and

116.2 any statutory instrument issued in pursuance of that Act or in

pursuance of any statutory provision falling under clause 116.1 above.

117 In this constitution: -

“charity” means a body which is either a “Scottish charity” within the

meaning of section 13 of the Charities and Trustee Investment (Scotland)
Act 2005 (as amended) or a “charity” within the meaning of section 1 of the
Charities Act 2006, providing (in either case) that its objectives are limited
to charitable purposes;

“charitable purpose” means a charitable purpose under section 7 of the

Charities and Trustee Investment (Scotland) Act 2005 (as amended)which is
also regarded as a charitable purpose in relation to the application of the
Taxes Acts.

Member of the Diaconate and Charity Trustee have the same meaning
within this constitution.

Communication
118 Where Church Members have given an email address to the Church
Secretary, this shall be a valid method of communication with them unless
they have stated otherwise.

24
APPENDIX 1: DECLARATION OF PRINCIPLE OF THE
BAPTIST UNION OF SCOTLAND

The basis of the Union is:

• That the Lord Jesus Christ our God and Saviour is the sole and absolute
Authority in all matters pertaining to faith and practice, as revealed in the
Holy Scriptures, and that each Church has liberty, under the guidance of
the Holy Spirit, to interpret and administer His laws.

• That Christian Baptism is the immersion in water into the name of the
Father, the Son and the Holy Spirit, of those who have professed repentance
towards God and faith in the Lord Jesus Christ, who died for our sins
according to the Scriptures; was buried and rose again the third day.

• That it is the duty of every disciple to bear witness to the Gospel of Jesus
Christ, and to take part in the evangelisation of the world.

APPENDIX 2: THE LORD’S SUPPER

The ordinance of the Lord's Supper, to which all believers in the Lord Jesus Christ
shall be invited, shall be observed normally at the Morning Service on the first and
third Sundays of the month, or as often as the Diaconate should decide.

APPENDIX 3: CHURCH DISCIPLINE

Church discipline will be exercised according to the principles and patterns found
in:

• Matthew 18: 15-17

• Philippians 2: 3-4

• 2 Thessalonians 3: 6-15

• Titus 3: 10-11

25
APPENDIX 4: Procedure for elections to the
Diaconate

In addition to the procedures described in clause 68 of the constitution, the

following practice shall normally be kept:

• A list of Members eligible to serve on the Diaconate will be distributed to all

members, together with information about the nature of servant leadership
as shown in Scripture. Members will be asked to prayerfully consider who to
nominate.

• At least one week later, nomination papers will be made available. Each
nomination must be by two Members of the Church, ideally with the
agreement of the nominee concerned. Nominations will remain open for at
least one week.

• Those nominated shall be visited by the Pastor (or, during pastoral vacancy,
by a representative of the Diaconate). Following this, ballot papers will be
distributed to all members.

• Once voting has closed, the ballot papers will be counted by two Members
of the Church, at least one of whom must not be on the Diaconate.

26