CONSTITUTION OF THE

BRITISH UNION CONFERENCE

OF SEVENTH-DAY ADVENTISTS

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 unit of the global Seventh-day Adventist Church and is located in the territory of the Trans-European Division of the General Conference of Seventh-day Adventists (“Trans-European Division”). The purposes, policies, and procedures of this Union Conference shall be in harmony with the working policies and procedures enacted by the executive committee of the Trans-European Division or the General Conference of Seventh-day Adventists (“General Conference”). In fulfilment of the Purpose, this Union Conference shall pursue the mission of the Seventh-day Adventist denomination (“the Church”) in harmony with the Fundamental Beliefs, programs, initiatives, and actions adopted and approved by the General Conference of Seventh-day Adventists at its sessions.

The territory of this Union Conference shall consist of England, Wales, Scotland, Northern Ireland, Republic of Ireland, and all adjacent British Islands (“the Territory”). The principal office for the transaction of the business of this Union Conference is fixed and located at Stanborough Park, St Albans Road, Watford WD25 9JZ. In an emergency, the executive committee of this Union Conference (“Executive Committee”) may change the location of the principal office on a temporary basis.

(a) The purpose of this Union Conference, (“the Purpose”), is to proclaim and teach the everlasting gospel of Jesus Christ (as embraced by the three angels’ messages (Revelation 14:6-12)), by but not limited to, calling all people within the Territory to become disciples of Jesus Christ and preparing them for Christ’s soon return.

(b) In furtherance of the Purpose but not further or otherwise this Union Conference shall have the following powers:

Article 4 – Constituency

The constituency of this Union Conference consists of such local conferences/missions/fields as have been or shall be organised in any part of the Territory and formally approved for membership by vote of the delegates at any regular or special union constituency meeting (“Member Units”).

Article 5 – Constituency Meetings

(a) Regular Constituency Meeting: This Union Conference shall hold a regular quinquennial constituency meeting at such time and place as the Executive Committee shall designate. In the event that the Executive Committee fails to call a regular constituency meeting within the quinquennial period, Note that this would be very much a last resort situation and would only be brought about if the BUC Executive Committee was failing in its duty. The intervention of the TED would be a most unusual occurance but it has to be included just in case an emergency situation arises. the executive committee of the Trans-European Division may give notice for such a meeting and designate the time and place. In case regional conditions make it imperative to postpone the calling of the constituency meeting, the Executive Committee, in a regular or special meeting, shall have authority to make such postponement, not to exceed one year, giving notice to all constituent organisations. In the event that the executive committee exercises its authority to postpone a constituency meeting, it shall also have the authority to set the subsequent regular constituency meeting at such time and place as it shall see fit, not to exceed five calendar years from the date of the postponed constituency meeting. Notice of the time and place of the constituency meeting shall be given by:

(b) Special Constituency Meeting:

(c) Virtual Attendance at Constituency Meetings: This paragraph was added to the model constitution at the General Conference Annual Council in October 2020. It is a direct response to the challenges of the COVID pandemic and makes provision for future constituency meetings to be held electronically if necessary. However, the revised constitution needs to be voted before this can happen, and that vote needs to take place at a physical, quorate, meeting of the constituency. Generally, regular and specially called constituency meetings are to be held in person and onsite. However, delegates when requested by the Executive Committee, and if permitted by local law, may participate by means of an electronic conference or similar communications by which all persons can hear each other at the same time, and participation by such means shall constitute presence in person and attendance at such a meeting.

(d) Chair and Secretary for Constituency Meetings: The president of this Union Conference shall serve as chair and the secretary of this Union Conference shall serve as secretary for constituency meetings of this Union Conference. The president may designate other individuals to assist in chair duties from time to time. In the event that the president’s office is vacant or that the president is unavailable to serve as chair, the constituency meeting may be called to order by the ranking division officer present (meaning, in order of precedence, the president, executive secretary and treasurer of the Trans-European Division). The first item of business shall be the election of a chair pro tem, selected from the delegates present at the meeting. When the election of a president has been completed, the new president, if present at the constituency meeting, shall replace the chair pro tem.

In a similar manner, arrangements may be made for a secretary pro tem if the secretary’s office is vacant or the secretary is unavailable to serve at the constituency meeting. When the election of a secretary has been completed, the new secretary, if present at the constituency meeting, shall replace the secretary pro tem.

(e) Regular Meeting Business: The business of the regular constituency meeting shall include the election/appointment of personnel for various positions (see (k) below), the receipt of reports from the president, secretary, treasurer (report based on audited statements), departmental directors, and the auditor. The constituency meeting shall endorse/approve/develop plans for the conduct of the work in fulfilment of the Purpose in harmony with the policies of the Trans-European Division.

(f) Quorum: At least fifty-one percent (51%) of the delegates authorised hereinafter under Article 6 must be present, or participating by electronic means, at any regular or special constituency meeting to constitute a quorum for the transaction of business.

(g) Proxy Voting: All delegates must be present in person at any constituency meeting, or participating by electronic means, in order to be eligible to vote. There shall be no voting by proxy.

(h) Voting Rights of the Delegates: Each delegate appointed to act on behalf of the Member Units shall be entitled to one vote on each question to be decided at a constituency meeting. The voting rights of the individual delegates shall be limited to the particular constituency meeting of this Union Conference in which they have been designated to represent a Member Unit, an institution, the British Union Conference, the Trans-European Division or the General Conference.

(i) Voting: The voting on matters of business shall normally be by viva voce (live voice). The chair may call for the vote by other means, including a secret ballot, when the chair deems it advisable or the delegates pass a resolution requiring voting to be held by other means. Such a resolution can be tabled by any delegate. Votes cast remotely shall have the same validity as if the delegates met and voted onsite.

(j) Rules and Procedures: The rules and procedures for constituency meetings not covered in this constitution shall be based on the published General Conference Rules of Order, and any adaptation or supplement approved by the executive committee of the Trans-European Division, unless otherwise determined by a two-thirds (2/3) majority vote of the constituency meeting provided always that if there is any conflict between this constitution and the General Conference Rules of Order, this constitution shall take precedence.

(k) Election/Appointment and Term of Office:

(l) Election of Local Mission Officers and Term of Office:

Article 6 – Representation at Constituency Meetings

(a) The delegates at any constituency meeting of this Union Conference shall be regular delegates and delegates at large (known collectively as “delegates”). The total number of delegates shall not exceed 350. The Constitution Committee and the BUC Executive Committee are suggesting a delegate cap of 350. This is more or less the same as in the current constitution. The figure is not set in stone but is a reasonable balance between representation and the considerable cost of holding constituency meetings. The committees both note that this is a maximum cap and there is nothing wrong with going for a lower number in times of financial difficulty. In these circumstances the decision regarding a lower number will be made by the BUC Executive Committee. It should be noted that more representatives does not necessarily mean better democracy. Not less than eighty percent (80%) of the delegates shall be regular delegates.

(b) All delegates shall be members in regular standing of the Church.

(c) Lists of delegates to a constituency meeting shall be made available to delegates at that constituency meeting.

Article 7 – Constituency Meeting Committees

Prior to the Union Conference’s constituency meeting, the Executive Committee shall provide for such temporary committees as may be necessary to conduct the preliminary work for the constituency meeting.

To facilitate the business of the constituency meeting, constituency meeting committees may convene by means of an electronic conference or similar communications by which all persons participating can hear each other at the same time. These committees include:

(a) Recommendations Committee:

(b) Nominating Committee: The nominating committee shall consist of at least seventeen (17) and not more than twenty-one (21) members, including the president of the Trans-European Division or their designee, who shall serve as chair. The membership of the committee shall be balanced, Achieving balance on the nominating committee is not an exact science. Note that the constitution only specifies a balance between territories, workers and lay people. It cannot cover every conceivable area of imbalance: liberal/conservative, married/single, male/female, young/old, West Indian/African, etc. Achieving a reasonable balance calls for wisdom and experience on the part of the chair as well as cooperation on the part of the Recommendations Committee and the delegates. The whole democratic process can get bogged down if everyone tries to impose their version of 'balance'. as nearly as possible, between denominational workers and laypersons representing various segments of the work throughout the Territory.

(c) Standing Constitution Committee: The standing constitution committee shall consist of at least nine (9) and not more than fifteen (15) members, excluding the chair, and shall include an officer of the Trans-European Division, and shall be chaired by the secretary of this Union Conference, or their designee. This committee shall function between the regularly scheduled constituency meetings and shall submit its reports and detailed recommendations through the Executive Committee to the next regular or special constituency meeting.

Article 8 – Executive Committee

(a) Membership: The Executive Committee shall be elected at a regular constituency meeting (or if necessary at a special constituency meeting) and shall consist of not more than thirty-one (31) members. They shall comprise of the following ex officio members:

The remaining membership shall include departmental directors, pastors, or other denominational employees, and a minimum of twelve (12) laypersons. The officers of the Trans-European Division and of the General Conference of Seventh-day Adventists Under UK charity law members of the Executive Committee are also the Trustees of the charity and are jointly and severally liable for the decisions of the committee. There can be no half-way house where some can come in and vote, but have no responsibility or liability. In the model union constitution the officers of the higher organisations (TED and General Conference) are ex officio members of the Executive Committee. However, it does not make sense for people who attend rarely, if at all, to be charity trustees. The intent of the model constitution is that the officers of the higher organisations should be able to attend any Executive Committee in an advisory capacity, and this is what is reflected in the wording below. may attend all Executive Committee meetings as observers (save where they have a conflict of interest) and have a voice but no vote.

(b) Delegated Authority: The members of the Executive Committee are the charity trustees As trustees of the charity, Executive Committee members have a number of legal responsibilities. These are well summarised on the Charity Commission's website, but in short there are six main duties:
     (1) Ensure your charity is carrying out its purposes for the public benefit
     (2) Comply with your charity’s governing document and the law
     (3) Act in your charity’s best interests
     (4) Manage your charity’s resources responsibly
     (5) Act with reasonable care and skill
     (6) Ensure your charity is accountable
of this Union Conference and shall manage the affairs of this Union Conference between constituency meetings and this shall include, without limitation, the authority to remove for cause (see definition of “for cause” in Article 5 (k) (2) above) persons who have been elected at a constituency meeting, including officers of this Union Conference or local missions, directors of departments/services, chief administrators of institutions, and members of boards and committees whose election or appointment is a result of a constituency meeting or Executive Committee meeting action, and to fill, for the remaining portion of the term, any vacancies thus created. The removal of the executive officers as defined in Article 9 (a), shall require the affirmative vote of two thirds (2/3) of those voting at an Executive Committee meeting where a majority of members is present.

(c) Administrative Authority: The Executive Committee shall have full administrative authority and have all the powers of this Union Conference, in order to manage the affairs of this Union Conference, including but not limited to the following:

(d) Regular Meetings: The Executive Committee shall schedule regular meetings at such times and places as it may select.

(e) Special Meetings: Special meetings of the Executive Committee may be called at any time or place by the president or, in their absence, by the secretary. A special meeting shall also be called by the secretary in response to the written request of a majority of the members of the Executive Committee.

(f) Attendance at Meetings: Executive Committee members may participate in meetings by means of an electronic conference or similar communications by which all persons participating can hear and speak to each other at the same time, and participation by such means shall constitute presence in person at such a meeting. If a member of the Executive Committee has three consecutive absences without, in the opinion of the Executive Committee, a valid apology, the other members of the Executive Committee may resolve by a simple majority to remove that member from the Executive Committee.

(g) Notice of Meetings: Subject to Article 8 (k), notice as to time and place of meetings of the Executive Committee, and any other requirements under this constitution, shall be provided to all members of the Executive Committee in a reasonable manner at least 48 hours prior to the meeting if the meeting is to take place by electronic conference or similar communications, or at least 96 hours if the meeting is to take place in person.

(h) Quorum: Subject to Article 8 (k), fifty-one percent (51%) of the Executive Committee members, including the chair or vice-chair, shall constitute a quorum for meetings of the Executive Committee and shall be empowered to transact any necessary business.

(i) Conflict of Interest: Subject to Article 13 (b), any member of the Executive Committee who has 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 that part of the meeting, and may not vote nor be counted in the quorum for that part of the meeting.

(j) Remuneration: Subject to paragraph (a) above and Article 14, no member of the Executive Committee may receive remuneration or any other financial benefit (excepting reimbursement of reasonable out-of-pocket expenses) for their service on the Executive Committee at the cost of this Union Conference.

(k) Electronic Consent Agendas: Electronic consent agendas (written resolutions) may be used to record and approve matters such as the routine applications of policy, travel authorisations, service requests and employment items and any other routine matters that the Executive Committee gives approval for. Fifty-one percent (51%) of Executive Committee members are required to respond in favour for such actions to stand.

(l) Sub-committees: The Executive Committee may delegate any of its functions or powers to sub-committees of three (3) or more committee members appointed by them. Additional non-voting persons may be invitees on such sub-committees. The Executive Committee must determine the terms of reference for its sub-committees and may at any time alter those terms of reference. All proceedings of sub-committees must be reported promptly to the Executive Committee.

(m) Advisory Committees: 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 advisory committees must be reported promptly to the Executive Committee for its consideration and decision.

(n) Plans: The Executive Committee shall be responsible for the implementation of plans and policies made by this Union Conference at its constituency meeting and shall report to the next constituency meeting concerning the implementation of those plans. Copies of plans voted at the previous constituency meeting, and minutes, shall be made available to delegates at least fourteen (14) days prior to the constituency meeting.

Article 9 – Officers and Their Duties

(a) Executive Officers: The executive officers of this Union Conference shall be a president, a secretary, and a treasurer (“executive officers”). It is the duty of these officers, in consultation with one another to act in the best interests of the Union Conference to fulfil the Purpose, which may include carrying forward the work according to plans, policies, and programmes that have been voted by the executive committee of the Trans-European Division, the constituency, and/or the Executive Committee. These plans, policies, and programmes shall be in harmony with the Fundamental Beliefs and actions adopted and approved by the General Conference at its sessions.

(b) Other Officers: Other individuals may serve as officers of this Union Conference, such as vice president, associate secretary, and associate treasurer.

Article 10 – Directors of Departments/Associations/Services

(a) Advisory Role: The directors of departments/associations/services of this Union Conference shall work under the direction of the Executive Committee and the president and shall serve in an advisory relationship to the constituency.

(b) Duties: It is the duty of the directors and associates of a department of this Union Conference to promote the general interests of the work entrusted to that department, to provide such statistical reports as may be required, and to perform all other duties usually pertaining to the office of such departmental director and associates.

(c) Departments/Associations/Services Structure: This Union Conference’s departments, associations, and services shall be organised in harmony with the department/association/ service structure of the General Conference but shall not necessarily duplicate the departments/associations/services at the Trans-European Division or the General Conference.

Article 11 – Other Organisations

(a) Unincorporated Organisations: This Union Conference may carry on its ministry through unincorporated subsidiary organisations.

(b) Corporations: This Union Conference may form corporate bodies provided it obtains prior approval of the Trans-European Division. Membership meetings and elections of boards of directors shall be held as provided by articles of the corporations and in harmony with applicable laws.

Article 12 – Finance

(a) Tithes and Offerings: The church funds managed by this Union Conference shall consist of such tithe, including direct tithe, as it shall be assigned by policy in accordance with Article 12 (d) and as received from within the Territory, and such gifts, legacies, bequests, appropriations, reverted funds, and other donations as may be made to it.

(b) Other Sources of Funds: Other sources of funds of this Union Conference shall be, without limitation, any:

(c) Third Party Funds: This Union Conference may receive, hold in trust, and forward any third party funds channelled through it to the Trans-European Division and the General Conference or, within the territory of this Union Conference, to the Seventh-day Adventist Retirement Plan or to any conference, mission, or Seventh-day Adventist institution.

(d) Policies: The portion of the tithe which is reserved for this Union Conference, as specified by policy, and all other funds shall be applied in furtherance of the Purpose and be used in harmony with the financial policies of the Trans-European Division provided that this is in accordance with the law and regulations governing this Union Conference; and in the case of donations, their use shall be applied in furtherance of the Purpose, in harmony with the specifications of donors and in compliance with the law and regulations governing this Union Conference. In fulfilment of the Purpose the tithe is shared with the Trans-European Division on fixed percentages as set by the executive committee of the Trans-European Division, and shared with the General Conference on fixed percentages as set by the Annual Council of the executive committee of the General Conference.

(e) Bank Accounts: Subject at all times to compliance with the law and regulations governing this Union Conference, the funds of this Union Conference shall be safeguarded in harmony with the financial policies of the Trans-European Division. Subject to Article 12 (h), moneys shall be deposited in the name of ‘the British Union Conference of Seventh-day Adventists’ in regular or special accounts in such banks or savings institutions as the Executive Committee shall designate and shall be withdrawn only by persons authorised by resolution of the Executive Committee.

(f) Financial Statements: This Union Conference shall regularly prepare statements of income and fund balances and shall be responsible for the filing of copies of the annual financial statement with the Trans-European Division and the General Conference and, to the extent required by law, with any branch of local or national government.

(g) Payments to Individuals: Subject to Article 3 (b) (i) and Article 14, funds shall not in any circumstances be paid or lent for the benefit of individuals, firms or private companies.

(h) Acquisition and Disposal of Church Property: The Seventh-day Adventist Association Limited shall be the regular holding trustee for this Union Conference to acquire, hold, manage, dispose of or deal with real estate and (if required by the Executive Committee) personal property for and on behalf of or for the use and benefit 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.

Article 13 – Budget, Employee Compensation Review, and Financial Audit

(a) Budget: This Union Conference shall prepare an annual budget in harmony with the policies of the Trans-European Division.

(b) Employee Compensation and Expense Review: The Executive Committee shall appoint an employee compensation and expense review committee whose tasks are outlined in General Conference working policy.

(c) Independent Audit: The financial statements of this Union Conference shall be audited at least annually by an auditor chosen in harmony with General Conference working policy; and the records of this Union Conference or any of its subsidiaries, agencies, or institutions shall at all times be open to the said auditor.

(a) To the extent permitted by law and subject to Article 15 (c), this Union Conference shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, because he/she is or was a member of the Executive Committee or an officer, employee, or agent of this Union Conference, against expenses (including legal fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him/her in connection with such action, suit, or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interest of this Union Conference, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his/her conduct was unlawful.

(b) This right of indemnification shall be in addition to, and not exclusive of, all other rights to which such member of the Executive Committee, officer or department director may be entitled.

(a) Not more than half the members of the Executive Committee may be employees of this Union Conference.

(b) The remuneration of any Executive Committee members who are employees of this Union Conference shall be determined annually in accordance with Article 15 (d).

(c) The Executive Committee has the power to provide indemnity insurance for themselves out of the income of the Union Conference. The insurance shall not extend to:

(d) The Executive Committee, shall determine annually and may from time to time adjust the remuneration of all employees of the Union Conference for the ensuing year within the parameters set by the employee compensation review committee (established in accordance with Article 13 (b)), provided that in respect of any decision concerning the remuneration of a member of the Executive Committee or anyone connected to that member, such member must absent themselves from the discussion and that part of the Executive Committee meeting, and may not vote nor be counted in the quorum for that part of the meeting.

Article 16 – Amendments

(a) The bolded text of this constitution shall not be amended except to conform to the local Union Conference model constitution as specified in General Conference and Trans-European Division working policy when it is amended by action of the executive committee of the General Conference at its Annual Council. Such amendments shall be adopted into this Union Conference’s constitution by a simple majority vote of delegates present and voting at this Union Conference’s constituency meeting.

(b) This Union Conference may amend the unbolded text of the constitution from time to time, at a Union Conference constituency meeting, provided any such changes are in harmony with the spirit and intent of the model constitution and have been first approved by the Executive Committee. Such amendments shall require an affirmative vote of two thirds (2/3) of the delegates present and voting at the constituency meeting, provided that:

(c) Notification of all amendments to this constitution shall be given to the Trans-European Division and to the Charity Commission whose prior written approval must be obtained for any amendment which would confer any benefit on any of the members of the Executive Committee.

Article 17 – Dissolution and Disposition of Assets

This Union Conference may be dissolved only by a two-thirds (2/3) majority vote of the delegates present and voting at any constituency meeting.

In the event of the dissolution of this Union Conference and unless otherwise required by local law, all assets remaining after all claims have been satisfied shall be transferred to the Trans-European Division for application in harmony with the Purpose.

For the avoidance of doubt the system of law governing this constitution is the law of England and Wales and in this constitution:

(a) references to the singular include the plural and vice-versa and to the masculine include the feminine and neuter and vice-versa;

(b) references to legislation, regulations, determinations and directions include all amendments, replacements or re-enactments and references to legislation (where appropriate) include all regulations, determinations and directions made or given under it; and

(c) headings are not to affect the interpretation of the constitution.

(d) the expression ‘meeting’ includes, except where inconsistent with any legal obligation: