Section 2(5)
1(1)The members of the Chapter of a cathedral are—
(a)the dean of the cathedral,
(b)the residentiary canons of the cathedral, and
(c)such other persons as are appointed or elected in accordance with this Schedule.
(2)The following members of the Chapter are referred to in this Measure as the “executive” members—
(a)the dean of the cathedral, and
(b)each residentiary canon who carries out cathedral duties.
(3)For the purposes of sub-paragraph (2)(b), a residentiary canon is not to be regarded as carrying out cathedral duties if the Chapter considers that the duties carried out by that residentiary canon are of such a minor nature that they should be disregarded for those purposes.
(4)Any question arising as to the nature of cathedral duties carried out by a residentiary canon is to be determined by the bishop as Visitor.
(5)The other members of the Chapter are referred to in this Measure as the “non-executive” members.
(6)The Chapter must have more non-executive members than executive members.
(7)The Chapter must have at least eight members but no more than twelve or such larger number as is necessary to comply with sub-paragraph (6).
(8)At least two-thirds of the non-executive members must be lay persons.
2(1)A person is not eligible to be a member of the Chapter if—
(a)the person is disqualified from being a charity trustee under the Charities Act 2011, and
(b)the disqualification is not subject to a waiver under that Act which is applicable to membership of the Chapter.
(2)Section 36 (safeguarding) makes other provision about disqualification from appointment to the Chapter.
(3)A person is not eligible to be a member of the Chapter if the person is a chief officer; and, accordingly, if a member of the Chapter is appointed as a chief officer, the membership of the Chapter terminates on the appointment.
(4)But a chief officer who was a member of the Chapter in accordance with the Cathedrals Measure 1999 immediately before the commencement of this Schedule in relation to the cathedral may, in spite of sub-paragraph (3), continue to serve as such—
(a)until the commencement of the charity provisions (see section 53(7)), and
(b)if the Chapter’s application under section 35 of the Charities Act 2011 for registration as a charity includes a request for the chief officer to continue to serve as such and the request is agreed to, from the time when the request is agreed to.
(5)Where the Chapter’s application for registration as a charity includes a request of the kind mentioned in sub-paragraph (4)(b), a chief officer is entitled to serve in reliance on sub-paragraph (4) pending the decision on whether to agree to the request.
(6)A person is not eligible to be a member of the Chapter unless the person is aged 16 or over.
(7)A person is eligible to be a non-executive member only if the person is—
(a)an actual communicant (within the meaning given in Rule 83(2) of the Church Representation Rules), or
(b)a communicant member of a Church which is not in communion with the Church of England but subscribes to the doctrine of the Holy Trinity.
(8)A majority of the non-executive members must be actual communicants (within the meaning given in Rule 83(2) of the Church Representation Rules).
(9)At least one non-executive member must have recent and relevant financial experience.
3(1)It is for the members of the Chapter, subject to sub-paragraph (2), to appoint all but one of the non-executive members other than the residentiary canons; and an appointment under this sub-paragraph may be made only if the bishop has approved it.
(2)If the constitution so provides, up to one-third of the non-executive members of the Chapter (other than the residentiary canons) may be elected—
(a)where the cathedral is not a parish church, by the persons whose names are included on the roll maintained for the purposes of section 6(1) and, if there is a roll maintained under section 6(4), by the persons whose names are included on that roll, or
(b)where the cathedral or part of it is a parish church, by the persons whose names are included on the church electoral roll of the parish and, if there is a roll maintained for the purposes of section 6(5), by the persons whose names are included on that roll.
(3)A person is not eligible to be a candidate for an election referred to in sub-paragraph (2) unless the person’s candidacy has been approved by the bishop, the Chapter and the Nominations Committee.
(4)If the constitution so provides, an election referred to in sub-paragraph (2) is to be held in accordance with the statutes.
(5)It is for the bishop of the diocese to appoint one of the non-executive members who is not a residentiary canon; but before making an appointment under this sub-paragraph, the bishop must consult the Chapter.
4(1)An executive member is entitled to receive stipends or any other emoluments in accordance with section 26 or 28.
(2)An executive member who is a residentiary canon and does not receive stipends or any other emoluments in accordance with section 26 or 28 is entitled to receive stipends or any other emoluments from the Chapter or from any other person in respect of any functions (other than as a charity trustee) relating to the cathedral.
(3)Neither a non-executive member nor a connected person is entitled to receive any emoluments from the Chapter.
(4)Neither a non-executive member nor a connected person is entitled to receive any emoluments from the Church Commissioners in respect of any functions (whether as a charity trustee or otherwise) relating to the cathedral.
(5)A member of the Chapter is entitled to reimbursement of reasonable expenses incurred in exercising functions as such and as a charity trustee.
(6)Section 185 of the Charities Act 2011 (remuneration for charity trustee providing services to a charity) does not apply to a member of the Chapter.
(7)“Connected person”, in relation to a non-executive member, has the meaning it has in accordance with section 188 of the Charities Act 2011 in relation to any charity trustee.
5(1)The non-executive member appointed by the bishop under paragraph 3(5) is, by virtue of that appointment, the senior non-executive member of the Chapter.
(2)The senior non-executive member—
(a)may be a lay person or a clerk in Holy Orders, but
(b)may not be a suffragan or assistant bishop or archdeacon in the diocese or the bishop’s chaplain or the diocesan secretary.
6(1)Meetings of the Chapter are to be chaired by—
(a)the dean, or
(b)if the dean is absent, the senior non-executive member, or
(c)if the dean and the senior non-executive member are absent, a non-executive member chosen by the members of the Chapter.
(2)But the senior non-executive member is not entitled to chair a meeting of the Chapter if a person appointed under section 13 is carrying out functions of the dean (unless that person is himself or herself absent).
(3)Each year, the Chapter must hold a sufficient number of meetings to enable the efficient transaction of its business.
(4)The chief officers must attend each meeting of the Chapter unless the Chapter considers that there are circumstances which justify excluding or excusing either or both of the chief officers from the whole or part of the meeting; and a chief officer, when attending the whole or part of a meeting of the Chapter, may speak but may not vote.
(5)If there is a tied vote at a meeting of the Chapter which is being chaired by the dean, the dean has a second, casting vote.
7For the purposes of each of the following provisions, “trust corporation” includes the Chapter of a cathedral—
(a)section 117(1)(xxx) of the Settled Land Act 1925;
(b)paragraph (18) of section 68(1) of the Trustee Act 1925;
(c)section 205(1)(xxviii) of the Law of Property Act 1925;
(d)section 55(1)(xxvi) of the Administration of Estates Act 1925;
(e)section 128 of the Senior Courts Act 1981.
8(1)The trusts of any charity the property of which was, immediately before the commencement of section 2(3), vested in or under the management or control of the Council for a cathedral, whether with or without other persons, are to have effect with the replacement of the Council by the Chapter in its capacity as the body corporate for the cathedral.
(2)The trusts of any charity the property of which was, immediately before the commencement of section 2(3), vested in or under the management or control of one or more members of the Council for a cathedral in their capacity as such, whether with or without other persons, are to have effect with the replacement of each member concerned by a member of the Chapter whom it has appointed for the purpose.
(3)Any power to make an appointment or to give consent which was conferred on the Council for a cathedral by an instrument or other document made before the commencement of section 2(3) is transferred to the Chapter for it to exercise in its capacity as the body corporate for the cathedral.
(4)Any power to make an appointment or to give consent which was conferred on the chair of the Council for a cathedral in his or her capacity as such by an instrument or other document made before the commencement of section 2(3) is transferred to the dean as chair of the Chapter for him or her to exercise in that capacity.