The Friends of Mount Athos

President:

Metropolitan Kallistos of Diokleia

© Copyright 1995- 2017 The Friends of Mount Athos. All rights reserved.

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The Constitution of the Friends of Mount Athos

1. CONSTITUTION

1.1 This constitution is adopted at an Annual General Meeting held on the 11th June 2008.
1.2 The name of the organisation is the Friends of Mount Athos (the Friends).

1.3 The Friends will be administered and managed in accordance with this constitution.

2. OBJECTS

2.1 The objects of the Friends are:
1. The advancement of education through the study and promulgation of knowledge of the history, culture, arts, architecture, natural history and literature of Mount Athos and its Orthodox monasteries.

2. The advancement of religion through the support and promotion of the religious and other charitable work of the Holy Community, the monasteries and dependencies of Mount Athos.

3. The advancement of religion through the encouragement and support of the charitable works of religious communities outside Mount Athos, but which are connected thereto by religious affiliation, dependency or tradition.

3. MEMBERS

3.1 The Members of the organisation shall be:
1. Those persons who pay the annual subscription with appropriate rate or rates that shall be determined by the Executive Committee.

2. Those persons who pay or have paid a life subscription at the appropriate rate prevailing at the time of payment as determined by the Executive Committee.

3. The President.

4. Those elected as patrons and honorary members.

3.2 All members shall be eighteen years or over

4. GENERAL MEETINGS

4.1 An Annual General Meeting shall be held within six months of the end of each financial year.

4.2 A Special General Meeting may be called at any time by the Executive Committee or at the request in writing to the Secretary, of at least six members.

4.3 At least 21 days’ notice of a General Meeting, stating the matters to be put to the meeting shall be given to all members resident in the United Kingdom (as evidenced by the address notified to the Secretary).

4.4 Notwithstanding clause 4.3 above, the requirement for 21 days’ notice may be waived by a resolution of 75% of all members entitled to receive notice under Clause 4.3.

4.5 A quorum of a General Meeting shall be 10 members.

4.6 All members shall be entitled to receive notice of and attend a General Meeting (save that as provided in Clause 4.3 above the requirement for 21 days notice shall apply only to those members who have notified the Secretary of an address in the United Kingdom).

4.7 Every member attending a General Meeting shall have one vote save that in the event of an equality the Chairman of the Friends (or in the event that the Chairman is absent, or unwilling or unable to act, the Vice-Chairman) shall have an additional vote. All resolutions will be carried by a simple majority of those present and voting save as is otherwise provided or resolved.

5. THE EXECUTIVE COMMITTEE
5.1 An Executive Committee (the Committee) shall be constituted in accordance with the following provisions and shall have control of the Charity and its property and funds

5.2 The Committee shall consist of at least four and no more than nine members, all of whom shall be individuals

5.3 The Members of the Committee shall be the trustees of the Charity

5.4 The members of the Committee shall be elected by the Members at the Annual General Meeting and shall each be a member of the Friends and may not be a person disqualified from acting under Section 72 of The Charities Act 1993 (or any statutory re-enactment or modification thereof). Each Member of the Committee shall hold office for two years and be eligible for re-election for further two year periods. The Committee shall have the power between Annual General Meetings to co-opt further members (provided the maximum number of nine members of the Committee is not thereby exceeded) but any member so co-opted shall stand for re-election (if he consents to continue to act) at the next Annual General Meeting

5.5 Any person appointed to be a member of the Committee shall confirm his or her willingness to act in writing to the Secretary

5.6 A member of the Committee shall cease to hold office if he or she:
a. is disqualified from acting by virtue of Section 72 of the Charities Act 1993 (or any statutory re-enactment or modification thereof)

b. ceases to be a member of the Friends

c. becomes incapable by reason of mental disorder, illness or injury of managing and administering his or her own affairs

d. resigns by notice to the Secretary (but only if at least two members of the Committee will remain in office when the notice of resignation is to take effect)

e. is absent without the permission of the Committee for all their meetings held within a consecutive period of six months and the Committee resolves that his or her office be vacated

5.7 The Committee shall elect from amongst its members a Chairman, a Vice-Chairman, a Secretary and a Treasurer to hold office for as long as the Committee shall decide or until their retirement from the Committee, whichever event is earlier

5.8 The Committee must hold at least four meetings each year

5.9 The dates of such meetings and the matters to be discussed shall be notified by the Secretary to all members of the Committee at least 7 days in advance (unless such notice is waived by a majority of all those entitled to participate either at such a meeting or in writing in advance)

5.10 A quorum at a meeting is three members of the Committee. A member shall not be counted in the quorum present when any decision is made concerning a matter in respect of which that member is not entitled to vote

5.11 A meeting maybe held either in person or by suitable electronic means agreed by the Committee in which all participants may communicate with all the other participants

5.12 The Chairman (or if the Chairman of the Committee is unable or unwilling to do so, the Vice-Chairman, failing that some other member chosen by those present) shall preside at each meeting of the Committee

5.13 Except where otherwise provided in this constitution or by resolution of the Committee, every issue may be determined by a simple majority of the votes cast at a meeting of the Committee, but a resolution which is in writing and signed by all members of the Committee shall be as valid as a resolution passed at a meeting. For this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature

5.14 Every member of the Committee shall have one vote on each issue except that in the event of an equality of votes, the Chairman (or in his absence the Vice-Chairman) shall have an additional vote. A member other than the Chairman or Vice-Chairman who is appointed to preside over a meeting of the Committee in the absence of the Chairman or Vice-Chairman shall not be entitled to a casting vote

5.15 A procedural defect of which the members of the Committee are unaware at the time shall not invalidate decisions taken at a meeting of the Committee

6. PRESIDENT AND HONORARY MEMBERS

6.1 The Committee may appoint a President and any number of patrons of the organisation, but such persons (unless otherwise elected in accordance with the procedures in clause 5.4 above) shall not be members of the Committee and shall bear no responsibility for the decisions of the Committee

6.2 The Committee may elect any number of persons to be honorary members of the organisation

7. POWERS OF THE EXECUTIVE COMMITTEE

7.1 The Committee shall have the following powers, which will be exercised only in promoting the Objects:
1. To promote or carry out research

2. To publish or distribute information, journals and books, documentaries, films or recorded tape or electronic or digital publications in the furtherance of the Objects

3. To make grants, donations and other payments for the restoration or conservation of buildings or works of art on Mount Athos within the Objects

4. To make grants, donations and other payments towards the furtherance of the educational objects of the organisation and to provide bursaries, scholarships and funding for research

5. To make grants or donations for the advancement of the religious objects of the organisation and for the promotion of pilgrimages to Mount Athos and monastic communities associated therewith

6. To co-operate with other bodies

7. To support, administer or set up other charities

8. To raise funds

9. To borrow money and give security for loans (but only in accordance with the restrictions imposed by the Charities Acts)

10. To acquire or hire property of any kind

11. To let or dispose of property of any kind (but only in accordance with the restrictions imposed by the Charities Acts)

12. To make grants or loans of money and to give guarantees

13. To set aside funds for special purposes or as reserves against future expenditure

14. To deposit or invest funds in any manner (but to invest only after obtaining such advice from a financial expert as the Committee consider necessary and having regard to the suitability of investments and the need for diversification)

15. To delegate the management of investments to a financial expert, but only on terms that:
a. The investment policy is recorded in writing for the financial expert by the Committee

b. Every transaction is reported promptly to the Committee

c. The performance of the investments is reviewed regularly by the members of the Committee

d. The Committee is entitled to cancel the delegation arrangement at any time

e. The investment policy and the delegation arrangement are reviewed at least once a year

f. All payments due to the financial expert are on a scale or at a level which is agreed in advance and are reported promptly to the Committee

g. The financial expert must not do anything outside the powers of the Committee

16. To insure the property of the Charity against any foreseeable risk and take out other insurance policies to protect the Charity when required

17. To pay for indemnity insurance for the members of the Committee against any liability that by virtue of any rule of law would otherwise attach to a member or all the members of the Committee in respect of his, her or their negligence, default, breach of duty or breach of trust but excluding fines, the cost of unsuccessfully defending criminal prosecutions for offences arising out of his or her fraudulent dishonesty or wilful misconduct or liability resulting from conduct that he, she or they knew or ought to have known was not in the best interests of the Friends

18. Subject to clause 8, to employ paid or unpaid agents, staff or advisers

19. To enter into contracts to provide services to or on behalf of other bodies

20. To establish or acquire subsidiary companies to assist or act as agents for the Charity

21. To pay the costs of forming the Charity

22. To do anything else within the law which promotes or helps to promote the Objects

8. BENEFITS

8.1 The property and funds of the Charity must only be used for promoting the Objects and do not belong to the members of the Committee

8.2 No member of the Committee may receive any payment of money or other material benefit (whether direct or indirect) from the Charity except:
1. under clause 7.17 (indemnity insurance);

2. reimbursement of reasonable out-of-pocket expenses(including authorised hotel and travel costs) actually incurred in the administration of the Charity;

3. payment for any goods or services supplied to the Charity provided that the provisions of clause 8.4 shall have been complied with

4. interest at a reasonable rate on money lent to the Charity;

5. a reasonable rent or hiring fee for property let or hired to the Charity;

6. an indemnity in respect of any liabilities properly incurred in running the Charity (including the costs of a successful defence to criminal proceedings);

7. a payment to a company in which the member of the Committee has no more than a 1% shareholding;

8. a benefit from the Charity in the capacity of a beneficiary of the Charity, provided that the provisions of clause 8.4 are complied with

9. in his or her capacity as trustee or officer of a body to which funds are to be provided or benefit conferred pursuant to the Objects

10. in exceptional cases, other payments or benefits including remuneration from and benefits conferred in relation to or arising from a contract of employment or for services (but only with the written approval of the Commision in advance).

8.3 A member of the Committee shall not be prevented from buying goods or services from the Charity upon the same terms as other members

8.4 Whenever a member of the Committee has a personal interest in a matter to be discussed at a meeting of the Committee or any committee, the member concerned must:
1. declare an interest before the meeting or at the meeting before discussion on the matter begins;

2. be absent from the meeting for that item unless expressly invited to remain in order to provide information;

3. not be counted in the quorum during that part of the meeting;

4. be absent during the vote and have no vote on the matter. In such case those members of the Committee who do not stand to receive the proposed benefit must;
a. comprise the majority of such members of the Committee

b. be satisfied that it is in the interests of the Charity to contract with, employ, or otherwise to pay the member who has the personal interest

c. record the reason for their decision in the minutes

9. PROPERTY AND FUNDS

9.1 Funds which are not required for immediate use (including those which will be required for use at a future date) must be placed on deposit or invested in accordance with clause 7.14 until needed.

9.2 Investments and other property of the Friends may be held:
1. in the name of the Friends or in the names of at least two of the members of the Committee;

2. in the name of a nominee company or custodian acting under the control of the members of the Committee or of a financial expert acting under their instructions;

3. in the case of land, by the Official Custodian for Charities under an order of the Commision or the Court.

4. Notwithstanding the above property or cash not exceeding £5,000 may be held in the name of one person with the approval of the Committee if in the opinion of the Committee the Objects will be served more effectively thereby

9.3 Documents and physical assets may be deposited with any company registered or having a place of business in England and Wales as custodian.

9.4 Any nominee company or custodian appointed under clauses 9.2 and 9.3 may be paid reasonable fees.

10. RECORDS & ACCOUNTS

10.1 The members of the Committee must comply with the requirements of the Charities Acts as to the keeping of financial records, the audit or independent examination of the accounts and the preparation and transmission to the Commision of:
1. annual returns;

2. annual reports; and

3. annual statements of account.

10.2 The Committee must maintain proper records of:
1. all proceedings at meetings of the Committee;

2. all reports of committees; and

3. all professional advice obtained.

4. Appointments of members of the Committee and of its officers

10.3 Accounting records relating to the Friends must be made available for inspection by any member of the Committee at any time during normal office hours.

10.4 A copy of the Friends’ latest available statement of account must be supplied on request to any member of the Committee. A copy must also be supplied, within two months, to any person who makes a written request and pays the Charity’s reasonable costs.

11. AMENDMENTS

11.1 This Constitution may be amended by supplemental deed on a resolution passed by a majority of 75% or more of the votes of the Members in a General Meeting called in accordance with Clause 4, but:

11.2 No amendment is valid if it would make a change to the Objects unless such change has received the prior written consent of the Commision.

11.3 No amendment is valid if it would destroy the charitable status of the Friends

11.4 This Clause and Clauses 8 and 13 may not be amended without the prior written consent of the Commision.

12. AMALGAMATION

12.1 The Committee may at any time on a resolution passed by at least 75% of the votes of the Members in a General Meeting called in accordance with Clause 4 transfer the assets and liabilities of the Charity to another charity or charities established for exclusively charitable purposes with objects which are, the same as or similar to the Objects.

12.2 On a transfer under clause 12.1 the Committee must ensure that all necessary steps are taken as to:

1. the transfer of land and other property;

2. the novation of contracts of employment and the transfer of any pension rights; and

3. the trusteeship of any property held for special purposes.

13. DISSOLUTION

13.1 The Members may decide by resolution passed by at least 75% of the votes of those present at a General Meeting called in accordance with Clause 4 that the Charity is to be dissolved. The Committee will then be responsible for the orderly winding up of the Charity’s affairs.

13.2 After making provision for all outstanding liabilities of the Charity, the Committee must apply the remaining property and funds in one or more of the following ways:

1. by transfer to one or more other bodies established for exclusively charitable purposes having objects which are the same or similar to the Objects;

2. directly for the Objects or charitable purposes within or similar to the Objects; or

3. in such other manner consistent with charitable status as the Commision shall approve in writing in advance.

13.3 A final report and statement of account relating to the Charity must be sent to the Commision.

14. INTERPRETATION

14.1 In this Deed:
The following expressions have the following meanings:

Chairman’ means the person appointed by the Executive Committee to be Chairman of the Friends and to preside at their meetings;

Charities Acts’ means the Charities Act 1993 and the Charities Act 2006

Charity’ means the organisation created and governed by this Constitution;

Commision’ means the Charity Commissioners for England and Wales;

Committee’ means the Executive Committee as established pursuant to clause 5;

connected person’ means any spouse, partner, brother, sister, child, parent, grandchild or grandparent of a Member, any firm of which a Member is a member or employee and any company of which a Member is a director, employee or shareholder having a beneficial interest in more than 1 per cent of the share capital;

custodian’ has the meaning prescribed by section 17(2) of the Trustee Act 2000;

financial expert’ means an individual, company or firm who is authorised to give investment advice under the Financial Services and Markets Act 2000;

financial year’ means the Charity’s financial year;

firm’ includes a limited liability partnership;

Friends’ means the Friends of Mount Athos being the full name for the organisation hereby constituted

Holy Community’ means the governing body of Mount Athos as defined by Article 105 of the Constitution of Greece;

indemnity insurance’ means insurance against personal liability incurred by any trustee for an act or omission which is or is alleged to be a breach of trust or breach of duty, unless the trustee concerned knew that, or was reckless whether, the act or omission was a breach of trust or breach of duty.

independent examination’ has the meaning prescribed by section 43(3)(a) of the Charities Act 1993;

material benefit’ means a benefit which may not be financial but has a monetary value;

month’ means calendar month;

Mount Athos’ means the monastic State of Aghion Oros as defined according to Article 105 of the Constitution of Greece;

nominee company’ means a corporate body registered or having a place of business in England and Wales and carrying on business as a nominee company;

Objects’ means the objects set out in clause 2;

Officers’ means the Chairman, Vice-Chairman, Secretary and Treasurer of the Friends approved in accordance with clause 5.4;

Secretary’ means the person appointed by the Committee to be the Secretary;

trust corporation’ has the meaning prescribed by section 205(1)(xxviii) of the Law of Property Act 1925 but does not include the Public Trustee;

Vice-Chairman’ means the person appointed by the Committee to be Vice-Chairman of the Friends and to preside at their meetings in the event that the Chairman is absent or unable or unwilling to do so;

written’ or ‘in writing’ refers to a legible document whether on paper, by fax or in electronic form (such as email)

year’ means calendar year;

14.2 References to an Act of Parliament are references to the Act as amended or re-enacted from time to time and to any subordinate legislation made under it.

Signed:

His Eminence Metropolitan Kallistos of Diokleia
Chairman and President

Signed:

Graham Speake
Secretary

Signed:

Simon Jennings
Treasurer


Header Image: View of the Holy Mountain from a high ridge, taken during the 2012 footpath-clearing expedition.
Photograph by John Corcoran, © 2012.