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    December 2010

    Article 1 - Name

    The name of this organisation shall be known as the British Union Conference of Seventh-day Adventists hereinafter
    referred to as “this Union Conference”. This Union Conference is a member and constituent unit of the Trans-
    European Division of the General Conference of Seventh-day Adventists hereinafter referred to as “Trans-European
    Division”.

    Close Article 1

    Article 2 - Territory

    The territory of this Union Conference shall comprise England, Wales, Scotland, Northern Ireland, Republic of
    Ireland, and all adjacent British Islands.

    Close Article 2

    Article 3 - Purpose

    1. The purpose of this Union Conference (hereafter referred to as "the Purpose") is to proclaim the everlasting Gospel of our Lord and Saviour Jesus Christ, to teach the commandments of God as the supreme rule of life and to persuade people to become His disciples and responsible members of the church and to support charitable work which is in harmony with the doctrines and principles of Seventhday Adventists.

    2. In furtherance of the Purpose but not further or otherwise this Union Conference shall have the following powers:
      1. to employ and remunerate such ministers, officers, teachers and other employees and to engage such volunteers as may be necessary;


      2. to provide or assist in the provision of housing accommodation for such employees and volunteers to enable them to carry out their duties, and in cases of need for retired employees and their families;

      3. to provide or assist (by means of grants, loans or otherwise) in the provision or improvement of churches and other buildings for use for the work of local congregations of Seventh-day Adventists;


      4. to establish, conduct and provide financial assistance for schools for the education of children in which religious instruction according to the doctrines and principles of the Seventh-day Adventists is given and to provide financial assistance to students pursuing education according to those doctrines and principles;

      5. to publish or assist the publication of religious literature;


      6. to carry out the social mission of the Gospel by the provision of humanitarian aid to those in need in any part of the world;

      7. to establish, operate and provide financial assistance for convalescent, retirement and nursing homes, conducted in accordance with the doctrines and principles of Seventh-day Adventists.


      8. to provide or assist in the provision of services and facilities (including buildings) for health education and medical treatments in harmony with the doctrines and principles of Seventh-day Adventists.


      9. to establish, assist or administer other charities having objects similar to the Purpose;

      10. to acquire and dispose of property of any description and wherever situated (subject to such consents as may be required by law);

      11. to borrow money with or without giving security (subject to such consents as aforesaid);


      12. to raise money by any lawful means other than by permanent trading and to accept gifts either for furtherance of the work of this Union Conference or for any specific object within or connected with the Purpose;


      13. to invest funds in any manner permitted by law, other than by means of loans to individuals, firms or private companies, and for that purpose to obtain and consider professional advice from a person or firm of good repute having the requisite knowledge and experience;

      14. to provide security for the liabilities of Seventh-day Adventist Association Limited incurred at the request of this Union Conference. Any such security shall be signed by at least two members of the Executive Committee as authorised by resolution.

      15. otherwise to further the religious mission and other charitable work of Seventh-day Adventists in the territory.


    Close Article 3

    Article 4 - Membership of Union Conference

    1. The membership of this Union Conference shall consist of such local conferences and missions as have been or shall be organised in any part of the geographic territory under its jurisdiction and formally approved for membership by vote of the delegates at any regular session.

    2. Local Conferences shall be associations of local churches within defined geographical regions within the territory and shall be responsible for their own decisions save for the requirement to operate in harmony with the Purpose and policy of this Union Conference.

    3. Missions shall be organisations of local churches within defined geographical regions within the territory and shall be subject to the directions of this Union Conference on all matters including their management arrangements, the application of their funds, and the form and content of their constitutions and of any amendments thereto, and this Union Conference shall account for the application of their funds.

    4. This Union Conference in session shall be entitled to dissolve any Mission and to take control of the assets thereof.

    Close Article 4

    Article 5 - Sessions

    1. This Union Conference shall hold a regular session at an interval of five (5) years at such time and place as the Executive Committee shall determine. A notice of such session shall be published at least four (4) weeks before the time appointed in the Union Conference official paper.

    2. At least fifty-one percent (51%) of the authorised delegates must be present at any regular or extraordinary session to constitute a quorum for the transaction of business.

    3. In the event of conditions arising which would make it advisable to postpone the calling of a regular session, the Executive Committee may postpone such session for a period not exceeding two (2) years. In such a case this shall require the consent of at least two-thirds of the members of the Executive Committee expressed by personal vote or by signature to a resolution in writing submitted to the members of the Executive Committee. Separate copies of the resolution may be signed for this purpose.

    4. The Executive Committee may call an extraordinary session of this Union Conference at such a place as it deems proper, by a like notice as for regular sessions when:

      1. it is deemed necessary by the Executive Committee, or
      2. it is voted by the delegates at any regular session, or
      3. it is requested by the Trans-European Division executive committee.

      The transactions of such extraordinary sessions shall have the same authority as those of the regular sessions.

    5. An extraordinary session may elect any such officers or other persons or committees and transact any such business and do any such other act as under this constitution a regular session or the Executive Committee between sessions may elect, transact or do provided that the business transacted at an extraordinary session shall be only as provided for in the agenda issued with the publication of the notice of such session.

    Close Article 5

    Article 6 - Delegates to Session

    Each member organisation shall be represented at the sessions of this Union Conference by duly accredited delegates as follows:

      1. The total number of regular delegates shall not exceed 300. (Not less than 70% of these regular delegates shall be non-employees of the church).

      2. Each local conference/mission shall be entitled to three (3) delegates without regard to membership. In addition each local conference/mission shall be entitled to a proportional number of regular delegates based on their percentage of this Conference’s membership at the end of the calendar year immediately preceding the date of the regular or extraordinary session.

      3. Such delegates shall be chosen by the respective local conference/mission executive committees and shall be members of the churches within their respective territories. (Not less than 70% of these regular delegates shall be non-employees of the respective local conference/mission).

    1. In addition, delegates at large shall participate in these Union Conference sessions as follows:

      1. The individual members of the executive committee of this Union Conference.
      2. Members of the executive committee of the General Conference of Seventh-day Adventists hereinafter referenced to as "General Conference", who may be present at any session of this Union Conference. The number of such delegates representing the General Conference shall not exceed two percent (2%) of the total number of delegates provided for hereinabove in Section (a) (i).
      3. Such delegates shall be chosen by the respective local conference/mission executive committees and shall be members of the churches within their respective territories. (Not less than 70% of these regular delegates shall be non-employees of the respective local conference/mission).
    2. All delegates appointed to represent the members of this Union Conference at any session shall be members in regular standing of the Seventh-day Adventist Church.

    Close Article 6

    Article 7 - Voting

    1. Each delegate shall be entitled to one vote on any question. The chairman of the session shall in case of equality of votes have a casting vote. Voting shall be by ballot when determined by vote of session.

    2. All delegates must be present in person at any session in order to be eligible to vote. There shall be no voting by proxy.

    Close Article 7

    Article 8 - Authority of Session

    1. This Union Conference in regular session shall be authorised to determine all matters and things for the order and good administration of this Union Conference and the regulation of its affairs, including the management and disposal of or dealing with all real and personal property and revenues held or proposed to be acquired for or on behalf or for the use, benefit or purposes of this Union Conference, subject, however, to any specific trusts relating thereto and insofar as any such property is vested in the legal corporation of this Union Conference or in any other company, corporation or person to give directions to that body or person as to the management and disposal of such property as this Union Conference shall deem expedient in harmony with Article 20. This Union Conference in regular session may make rules to cover its own procedure.

    2. This Union Conference in regular session shall be authorised to make adjustments in the boundaries of the local conferences and missions under its jurisdiction and to accept into membership such new conferences and missions as may be proposed by the Executive Committee of this Union Conference. These adjustments in boundaries and the acceptance into membership of conferences and missions shall require a two-thirds majority vote.

    Close Article 8

    Article 9 - Session Committees

      1. A Recommendations Committee shall be appointed for each regular session and where required for extraordinary session. It shall consist of thirteen (13) representatives from the South England Conference of Seventh-day Adventists, seven (7) representatives from the North England Conference of Seventh-day Adventists, and two (2) representatives from each Mission. The president of the Trans-European Division or his designee shall serve as chairman.

      2. The members of the Recommendations Committee shall be appointed by their respective conference/mission delegates at least eighteen (18) weeks before the session..

      3. The Recommendations Committee shall nominate and the delegates shall elect by postal ballot or other method, at least fourteen (14) weeks prior to the session where required:

        1. a nominating committee which shall consist of not less than seventeen (17) and not more than twenty-one (21) members, including the president of the Trans-European Division or his designee serving as chairman;

        2. a constitution committee which shall consist of 9-15 members;

        3. Other committees as necessary for conducting session business.

    1. The Nominating Committee shall meet at least twelve (12) weeks prior to the session and shall nominate executive officers, departmental directors and associates, elective members of the Executive Committee and executive officers of the Missions within this Union Conference. It shall circulate a report of these nominations to all delegates prior to the session and will meet again to hear any objections from delegates at least six (6) weeks before the session.

    Close Article 9

    Article 10 - Election

    1. This Union Conference in regular session shall elect:

      1. Executive Officers

      2. Departmental Directors and Associates

      3. Elective members of the Executive Committee of this Union Conference.

      4. (iv) Officers of duly organized missions within this Union.

    2. Persons thus elected shall hold their respective offices or appointments until the next regular session of this Union Conference except for missions' appointments, which are by Constitution triennial, unless their offices or appointments are previously terminated by this Union Conference in extraordinary session, or by the Executive Committee in counsel with the Division officers.

    3. This Union Conference in regular session and the Executive Committee between sessions may establish such other offices, positions, and committees as may be determined, prescribe the duties and functions thereof and elect persons thereto and vary or terminate any such office, position, or committee and may remove any member of any such committee.

    4. This Union Conference in regular session and the Executive Committee between sessions may elect, nominate, or appoint trustees of any real or personal property or revenues mentioned in Article 8.

    5. The Executive Committee of this Union Conference shall recommend to the respective boards and management of Union institutions the appointment of their officers, bursars, editors, as may be required, within the six months that follow a Union Conference Session.

    Close Article 10

    Article 11 - Officers

    1. The Executive Officers of this Union Conference shall be a president, a secretary, treasurer and vice-president, if such is elected. The secretary and the treasurer may be one individual.

    2. The president is the chief executive officer and shall act as chairman of constituency meetings and the executive committee, and work in the general interests of the union as the executive committee may advise. In his leadership he shall adhere to the policies of the Trans-European Division of the General Conference of Seventh-day Adventists and work in close counsel with the Trans-European Division Committee.

    3. The secretary shall work under the direction of the executive committee and shall act as vice-chairman of the executive committee. It shall be the duty of the secretary to keep the minutes of the union conference constituency meetings and of the executive committee meetings; to furnish copies of these minutes to all members of the executive committee and to the Division officers; to collect such data as may be desired by the president or by the executive committee; and to perform such other duties as usually pertain to the office.

    4. The treasurer shall work under the direction of the Executive Committee and in consultation with the other
      Executive Officers. It shall be the duty of the treasurer to receive all funds, to disburse them in harmony
      with the actions of the Executive Committee, to remit all required funds to the Trans-European Division, in
      harmony with Trans-European Division policy, and to render such financial statements at regular intervals
      as may be requested by the president or as prescribed by the Executive Committee of this Union
      Conference. Copies of these financial statements shall be furnished to the Trans-European Division
      office.

    5. The funds of this Union Conference, including all donations, grants, rents, contributions and bequests shall
      be paid into such accounts in the name of this Union Conference at such bank or banks as the Executive
      Committee shall from time to time approve and be operated by the treasurer and/or such other individuals
      as may be authorised by the Executive Committee.
    6. A vice-president may be elected to assist the president with specialised areas of administration in this
      Union Conference.
    7. All officers of this Union Conference shall hold office until the next regular session of this Union Conference or until their successors are elected, unless their appointments are previously terminated by this Union Conference in extraordinary session or by the Executive Committee.>

    Close Article 11

    Article 12 - Departmental Directors

    The departmental directors and associates shall work under the direction of the Executive Committee and shall occupy an advisory relationship to the local conferences and missions.

    Close Article 12

    Article 13 - Appointments

    This Union Conference in regular session and the Executive Committee between sessions:

    1. shall appoint such agents, ministers, missionaries, and other persons as may be necessary to fulfil the purpose of this Union Conference; and

    2. may terminate or vary any such appointment.

    Close Article 13

    Article 14 - Executive Committee

    Article 14 - Executive Committee

    1. The Executive Committee shall consist of up to thirty-one (31) persons who are members of the Seventhday
      Adventist Church within this Union Conference. They shall comprise the Executive Officers of this
      Union Conference, the presidents of local conferences and missions, up to three (3) departmental
      directors of this Union Conference, the managers or heads of Union institutions, the Newbold College
      principal, the chief editor of the official church paper of this Union Conference, and at least fourteen (14)
      elective members. At least nine (9) of whom shall be lay persons, and four (4) field pastors as may be
      voted at the Union Session, subject to Article 18 (b).

    2. Subject to Article 19 below the Executive Committee may delegate any of its functions to sub-committees
      consisting of three (3) or more persons appointed by them, but at least one (1) member of every subcommittee
      must be an Executive Committee member and all proceedings of sub-committees must be
      reported promptly to the Executive Committee.

    3. Subject to Article 19 below the Executive Committee may appoint committees consisting of three (3) or
      more persons to advise it on any matter and may authorise them to co-opt non-voting members: all
      recommendations of such committees must be reported promptly to the Executive Committee for its
      consideration and decision.
    Close Article 14

    Article 15 - Authority of Executive Committee

    1. Between sessions the Executive Committee shall manage the affairs of this Union Conference and may exercise such of the authority of this Union Conference in session as under this constitution are not exclusively exercisable by this Union Conference in session, but subject to this Constitution and any directions as to policy or otherwise and any regulations given or made by this Union Conference in session.

    2. In particular and without prejudice to the general authority conferred by Section (a), the Executive Committee may between sessions exercise the authority of this Union Conference in session under Article 8 with regard to the real and personal property and revenues therein referred to.

    3. The Executive Committee shall determine who are the approved ministers within the jurisdiction thereof, grant suitable credentials and licences to those who it shall consider suitable to serve in this Union Conference, and shall recommend for ordination or commissioning such persons as shall have given proof of their call to the ministry (in harmony with the policy of the General Conference). Any credentials, licences, or certificates granted or issued by the Executive Committee shall remain in force and be valid until the next regular session unless previously terminated by the Executive Committee.
    4. The Executive Committee between sessions, in counsel with the Trans-European Division officers, may remove from office, for just and adequate cause, any officer of this Union Conference or from the Executive Committee any member thereof, provided that such action has the consent of at least twothirds of the members of the full Executive Committee by personal vote.
    Close Article 15

    Article 16 - Meetings and Notices

    1. Meetings of the Executive Committee may be called at any time by the president or in his absence by the secretary, or upon the written request of the majority of the members thereof.

    2. Subject to paragraph (d) below, any seven members of the Executive Committee including the chairman shall, after due notice to available members, constitute a quorum and shall be empowered to transact any necessary business.

    3. Minority meetings of less than seven members of the Executive Committee may be held for the transaction of necessary urgent business, but actions at such meetings shall not be final until the minutes of such meetings have been approved in regular session of the Executive Committee.

    4. Subject to Article 19 below all members of the Executive Committee who have any personal or financial interest in any matter to be discussed or determined at a meeting thereof (whether direct or indirect) must declare their interest in advance of any discussion thereon and absent themselves from the discussion, and may not vote nor be counted in the quorum for that part of the meeting.

    5. In this constitution the expression ‘meeting’ includes, except where inconsistent with any legal obligation:

      1. a physical meeting;
      2. a video conference, an internet video facility or similar electronic method allowing simultaneous
        visual and audio participation; and
      3. telephone conferencing.

    Close Article 16

    Article 17 - Sources of Funds

    1. The funds of this Union Conference shall be as follows:

      1. Income from investments or property and bank interest;

      2. A tithe of the tithe receipts of the local conferences and local missions within its territory;

      3. Covenants and donations for work within its territory;

      4. A tithe of the surplus income in every year of institutions under the control of this Union Conference;

      5. Such percentage of the surplus income in every year of those institutions, after deducting tithe, as may be arranged by joint counsel of the Executive Committee of this Union Conference and the Boards of Management of those institutions.

    2. This Union Conference shall receive and hold in trust for the Trans-European Division of the General Conference the following funds:

      1. Funds received through local conferences and local missions from the churches, Sabbath schools, societies, and individuals, for missionary purposes;

      2. Donations for the work of the Trans-European Division from any source;

      3. A tithe of the tithe of this Union Conference;

      4. Such percentage of the tithe of conferences and local missions and of the surplus income and pay-rolls of institutions as may be arranged by the Executive Committee of this Union Conference in harmony with the policy of the Trans-European Division of the General Conference for the operation of the Retirement Fund for the support of such aged or infirm employees or retired employees and for such dependent widows, widowers, and orphans of employees as may be voted by the Executive Committee of this Union Conference.

    Close Article 17

    Article 18 - Application of Funds

    1. All funds received by this Union Conference for its general purposes shall be applied in furtherance of the Purpose; all funds received or held in trust for the Trans-European Division of the General Conference shall be transmitted to the governing body thereof; and all funds received for specific objects within or connected with the Purpose shall be applied for the specific objects for which they are respectively given.

    2. Not more than one half of the Executive Committee may be employed by this Union Conference or any Mission, and receive remuneration in accordance with Article 19 below.

    3. Subject thereto, no member of the Executive Committee may receive remuneration or any other financial benefit (excepting reimbursement of reasonable out-of-pocket expenses) at the cost of this Union Conference, except that the Executive Committee may have the power to provide indemnity insurance for themselves out of the income of the charity. The insurance shall not extend to:

      1. Any claim arising from any act or omission which:

        1. the members of the Executive Committee knew to be a breach of trust or breach of duty; or

        2. was committed by the members of the Executive Committee in reckless disregard of whether it was a breach of trust or breach of duty or not; and

      2. the costs of an unsuccessful defence to a criminal prosecution brought against the members of the Executive Committee in their capacity as trustees of the charity.

    Close Article 18

    Article 19 - Budget, Salary Review & Audit

    1. This Union Conference shall prepare an annual budget in harmony with the policies of the Trans-European Division of the General Conference of Seventh-day Adventists.

    2. The executive committee shall appoint such persons as it thinks fit (whether or not members thereof) as the remuneration audit committee to keep under review the salary, benefits and expenses of all the employees of this Union Conference and the employed members of the executive committees of the local Conferences and Missions and to advise the executive committees on a regular basis as to the appropriate rates of remuneration to be adopted. No employee or prospective employee of this Union Conference and no person who has a personal financial interest whether direct or indirect in the outcome of that committees deliberations may be a member thereof.

    3. In determining the remuneration to be paid to employees of this Union Conference and the employed members of the executive committees of the local Conferences and Missions and the salary scale of this Union Conference the executive committee shall have regard to the advice of the Remuneration Audit Committee and shall not set any rates of remuneration in excess of the rates so advised.

    4. This Union Conference shall keep such accounts and financial records as are required by law, and the accounts shall be audited annually by a person eligible to be a company auditor under section 25 of the Companies Act 1989 (or any provision which re-enacts or replaces it). Statements of account shall be sent annually to the Trans-European Division of the General Conference and to the Charity Commissioners.

    Close Article 19

    Article 20 - Trustees

    1. The legal corporation, Seventh-day Adventist Association Limited, formed and controlled by this Union Conference shall be the regular trustee for this Union Conference to acquire, hold, manage, dispose of or deal with real and (if required by the Executive Committee) personal property for and on behalf of or for the use, benefit, or purposes of this Union Conference, but subject to any specific trusts relating to such property and generally to conform with such directions, if any, as are from time to time given to it by or on behalf of this Union Conference.

    2. The World-Wide Advent Mission (Ireland), a corporation formed and controlled by this Union Conference to represent and conduct all legal matters appertaining to our denominational work in The Republic of Ireland, shall be the regular trustee for this Union Conference to acquire, hold, manage, dispose of, or deal with real and (if required by the Executive Committee) personal property for and on behalf of, or for the use, benefit, or purposes of this Union Conference in the Republic of Ireland, but subject to any specific trusts relating to such property and generally to conform with such directions, if any, as are from time to time given to it by or on behalf of this Union Conference.

    Close Article 20

    Article 21 - Amendments

    1. The Constitution of this Union Conference may be amended at any duly called Constituency Meeting by two-thirds vote of the delegates present and voting. All proposed amendments shall be considered by the Standing Committee on constitution before being approved by the Session and not less than 28 days notice thereof shall be given.

    2. If it is proposed to amend the Constitution at any extraordinary Constituency Meeting, notice of such proposed amendments shall be given specifically in conjunction with the notice calling such special session.

    3. No amendment shall be made which would alter the Purpose as set forth in Article 3 (a) above and no amendment shall be valid if its effect would be that this Union Conference ceased to be a charity according to English law.

    4. The Executive Committee shall promptly provide the Charity Commissioners with a copy of any amendment made under this clause.

    5. The members of the Executive Committee must obtain the prior written approval of the Commissioners to any amendment which would confer any benefit on any of the members of the Executive Committee.

    Close Article 21

    Article 22 - Dissolution

    1. The dissolution of this Union Conference may be effected by a three-fourths vote of the delegates present and voting at any regular or special session of this Union Conference, provided that if it is proposed to dissolve the Union Conference at an extraordinary session, notice of the proposal to dissolve shall be given in the call for special session.

    2. After all claims against this Union Conference have been satisfied including claims made by any former employees or members of their families arising out of previous employment, any remaining funds shall be transferred to the Trans-European Division of the General Conference for application for its religious and other charitable work or, failing this, shall be applied in furtherance of the Purpose.

    Close Article 22

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