Church Commissioners Measure 1947
1947 No. 2
A Measure passed by the National Assembly of the Church of England. To promote the more efficient and economical administration of the resources of the Church of England by uniting the Corporation of the Governors of the Bounty of Queen Anne for the augmentation of the maintenance of the poor clergy, founded by charter under the Great Seal in the year 1704, and the Ecclesiastical Commissioners for England originally established in the year 1836 by the statute 6 and 7 William the Fourth, chapter 77.
Measure extended by Pastoral Measure 1983 (No. 1, SIF 21:4), s. 43(2)
1 Establishment of the Church Commissioners.
1
For the purpose of uniting Queen Anne’s Bounty with the Ecclesiastical Commissioners there shall be established, by the name of the Church Commissioners for England, a body corporate having perpetual succession and a common seal . . . F1
2
The said body (hereafter in this Measure referred to as “the Commissioners”) shall be constituted in accordance with the provisions of the First Schedule to this Measure, and may for all purposes be referred to as the “Church Commissioners.”
2 Transfer of functions and property.
On the appointed day Queen Anne’s Bounty and the Ecclesiastical Commissioners (hereafter in this Measure referred to as “the constituent authorities”) shall be dissolved and—
a
all functions, rights and privileges of either of them shall be transferred to, and become functions, rights and privileges of, the Commissioners;
b
all property vested in either of them shall be transferred to, and shall by virtue of this section and without any conveyance, assignment, transfer or other assurance vest in, the Commissioners: and
c
all property held in trust for either of them shall be held in trust for the Commissioners:
Provided that a vesting of property by virtue of paragraph (b) of this section shall not affect any previously existing trust or mortgage or other charge affecting the property, or any previously existing lease or tenancy thereof.
3 Method of business.
The business of the Commissioners, except the exercise of powers which, under this or any other Measure or any enactment, are required to be exercised at a general meeting of the Commissioners, shall be transacted in accordance with the provisions of this Measure by a Board of Governors (hereafter in this Measure referred to as “the Board”), F2and the committees constituted by or under this Measure.
4 General meetings of the Commissioners.
1
The Archbishop of Canterbury shall be the chairman of the Commissioners and, if at any general meeting thereof he is not present, such member as the members present may elect shall act as chairman.
2
The Commissioners shall in every financial year hold an annual general meeting for the purpose of—
a
considering, and, if thought fit, passing resolutions with respect to, the annual report and accounts of the Commissioners and any other matters which may be brought before the meeting by the Board, or which the chairman, upon a request submitted to the secretary by any member, may have authorised the secretary to include in the notices of business to be considered;
b
F3. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
c
F4. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
d
considering and, if thought fit, adopting the recommendations of the Board as to the allocation of such moneys as the Board may report to be available.
3
The annual general meeting shall be called by the chairman so soon as conveniently may be after the audit of the Commissioners’ accounts for the preceding financial year has been completed.
4
The chairman may call such other general meetings of the Commissioners as he deems necessary and he shall, so soon as reasonably practicable, call a meeting if ten or more members give to the secretary notice in writing that they desire a meeting to be called to consider matters specified in the notice.
5
Not less than twenty-eight days before any general meeting, notice of the day, hour and place appointed therefor, and not less than ten days before any general meeting notice of the business to be considered thereat, shall be sent by post to every member.
5 Constitution and functions of Board of Governors.
F51
The Board shall consist of the Commissioners mentioned in paragraph 1(b) of Schedule 1 to this Measure.
2
The Archbishop of Canterbury shall be the chairman of the Board and, if at any meeting thereof he is not present, such member as the members present may elect shall act as chairman F6; and for the purposes of this subsection a member may be elected to act as chairman in the Archbishop’s absence at any meeting to be held during the following period of twelve months.
3
Subject to the provisions of this Measure, all the functions and business of the Commissioners shall be exercised and transacted by the Board.
4
The Board shall have power—
F7a
to refer for consideration and report any matter within their jurisdiction to the Assets Committee or the Audit Committee, or to any other committee which the Board may appoint for the purpose or which the Board and the Archbishops’ Council acting jointly may appoint;
b
c
to make general rules for the direction and guidance of F10. . . F9 the Assets Committee or any committee appointed by the Board, as to the matters and acts to be considered and done by that committee, and as to the general principles upon which that committee shall act in carrying out such functions as may from time to time be delegated to them by the Board.
F114A
Commissioners shall constitute a majority of the members of any committee appointed under subsection (4)(a) above.
5
F12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6C2†Church Estates Commissioners and Estates and Finance Committee.
F13F141
There shall be two committees, one to be known as the Assets Committee and the other as the Audit Committee, which shall be constituted as follows—
a
the Assets Committee shall comprise the First Church Estates Commissioner, two Commissioners being clerks in Holy Orders (at least one being a Commissioner elected by the House of Clergy of the General Synod) appointed for three years by the Board and not less than four nor more than six lay Commissioners appointed for three years by the Archbishop of Canterbury (at least one being a Commissioner elected by the House of Laity of the General Synod) being persons who in his opinion are well qualified to assist in the management of the assets of the Commissioners;
b
the First Church Estates Commissioner shall be the chairman of the Assets Committee and a deputy chairman shall be elected annually by that committee and shall F53, if present, act as chairman at any meeting at which the chairman is not present;
c
if a member of the Assets Committee appointed by the Board ceases to have the qualifications by virtue of which he was qualified for his appointment, he shall vacate his appointment;
d
the Audit Committee shall comprise not less than four nor more than six persons appointed by the Board for three years, of whom at least one shall be an elected Commissioner and at least two shall be persons who are not Commissioners;
e
the Board, with the agreement of the Archbishop of Canterbury, shall appoint a member of the Audit Committee to be the chairman of that committee;
f
the Church Estates Commissioners, the chairman of the Board and the acting chairman of the Board (elected under section 5(2) above to act as chairman, when required during the following period of twelve months) shall not be eligible to be members of the Audit Committee.
F15 2
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
The Assets Committee shall, subject to any general rules made by the Board, have the following fuctions:—
a
an exclusive power and duty to act on behalf of and in the name of the Commissioners in all matters relating to the management of those assets of the Commissioners the income of which is carried into their general fund, including power to sell, purchase, exchange and let land and make, realise and change investments;
b
a duty to recommend to the Board from time to time what sums are available for application or distribution by the Commissioners, and what sums should be appropriated to reserve and for reinvestment;
c
a duty to consider and report on any matter referred to them by the Board, and to act on behalf of the Board in any matter in which they are authorised by the Board so to act.
F163A
Before making any recommendation under subsection (3)(b) above the Assets Committee shall obtain the advice of an actuary as to the likely effect of adopting the recommendation on the Commissioners’ financial position as a whole and shall have regard to that advice; and the Commissioners shall ensure that a summary of such advice is included in their annual report under section 12 of this Measure.
For the purposes of this subsection “ actuary ” means a Fellow of the Institute of Actuaries or of the Faculty of Actuaries in Scotland, not being a Church Commissioner or a member of the staff of the Commissioners, and includes a firm of actuaries.
F173B
The Audit Committee shall have the following functions—
a
a duty to review the Commissioners’ accounting policies and practices, their annual accounts and any reports made and advice given to the Commissioners by the auditor appointed under F69paragraph (d) below;
b
a duty to keep under review the effectiveness of the Commissioners’ internal control system;
c
a duty to consider any representations made to them;
F54d
a duty to appoint, with the approval of the Board, an auditor and to direct the manner in which the audit required to be made under section 11(2) below is undertaken, including ensuring that the requirements of generally accepted auditing standards are met;
e
a duty to report to those Commissioners who are not members of the Board on any matter relating to the functions and business of the Commissioners which causes the committee grave concern and about which the Board has been unable to satisfy the committee.
3C
The Commissioners’ officers shall supply the Audit Committee with such information in their possession as the Committee may require to enable the Committee to exercise their functions.
4
The Standing Orders regulating the procedure F18 . . .of the Assets Committee or of any committee appointed by the Board may provide for authorising the chairman, deputy chairman, or appropriate officer to act on behalf of the committee in urgent matters.
5
The Second Church Estates Commissioner shall be entitled to attend and speak at the meetings of every committee constituted by or under this Measure of which he is not a member, and every Church Estates Commissioner shall be entitled to receive the papers of every such committee of which he is not a member.
6
The provisions of any enactment or Measure relating to the payment of salaries and pensions to Church Estates Commissioners shall continue to have effect with the substitution of reference to the Board and to the general fund of the Commissioners for references to the Ecclesiastical Commissioners and to their common fund.
7 Procedure.
1
The provision of the Fourth Schedule to this Measure shall have effect with regard to the meetings and procedure of the Commissioners and of the Board and of any committee constituted by or under this Measure.
2
Subject as aforesaid and to any other provisions of this Measure—
a
the Commissioners may regulate their own procedure and may from time to time at any general meeting make, vary and revoke Standing Orders for the purpose;
b
the Board may from time to time make, vary and revoke Standing Orders for regulating the procedure of the Board or of any Committee of the Board and subject to any such Standing Orders the Board and any such committee may regulate their own procedure;
c
F19the Assets Committee and the Audit Committee may regulate their own procedure and may from time to time make, vary and revoke Standing Orders for the purpose.
8C3†Secretary, agents and other officers.
1
The Commissioners shall from time to time at any general meeting appoint a secretary upon such terms as they may think fit.
2
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F20
3
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F21
9F59Sealing and execution of documents by the Commissioners
1
The common seal of the Commissioners shall be judicially noticed and shall be authenticated by the signature of the secretary, or of some other officer of the Commissioners authorised by the Board to act in that behalf.
2
Every document purporting to be sealed with the said seal and to be authenticated by the signature of the secretary, or of a person so authorised to act in that behalf, shall be received in evidence and be deemed to be such an instrument without further proof, unless evidence to the contrary is given.
F583
A document signed by two members of the Board and expressed (in whatever form of words) to be executed by the Commissioners shall have the same effect as if executed under the common seal of the Commissioners.
4
A document executed by the Commissioners which makes it clear on its face that it is intended to be a deed has effect, upon delivery, as a deed; and it shall be presumed, unless a contrary intention is proved, to be delivered upon its being so executed.
5
In favour of a purchaser a document shall be deemed to have been duly executed by the Commissioners if it purports to be signed by two members of the Board.
6
In subsection (5) above “ purchaser ” means a purchaser in good faith for valuable consideration and includes a lessee, mortgagee or other person who, for valuable consideration, acquires an interest in property.
10 Finance.
1
F242
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F243
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
As from the appointed day, the Commissioners shall keep a general fund to which shall be transferred on the appointed day any balances on income account from the common fund of the Ecclesiastical Commissioners and from the corporate fund of Queen Anne’s Bounty.
5
Any trust or other fund previously maintained by either of the constituent authorities as a separate fund shall be continued and maintained as a separate fund by the Commissioners: provided that funds maintained by the two constituent authorities for the same objects or purposes may be amalgamated.
6
Subject to the last preceding subsection, the Commissioners shall carry all income received in respect of property and funds held by them into their general fund, and F25, subject to section 7 of the Pensions Measure 1997 (which relates to the use of capital funds) shall discharge thereout all trusts and commitments to which that income or any part thereof is subject and all expenses and obligations falling upon the Commissioners in the due discharge of their functions, and the balance from time to time thereafter remaining in the said fund shall be available for any purpose for which, but for this Measure, any surplus of the common fund of the Ecclesiastical Commissioners or of the corporate fund of Queen Anne’s Bounty would have been available.
11 Accounts and audit.
1
The Commissioners shall cause such accounts to be kept as may be required for the due performance and discharge of their functions.
2
The accounts of the Commissioners shall in every year be audited F52..., and the auditor’s report thereon shall for the purposes of the next succeeding section be deemed to form part of the accounts.
12 Annual report and accounts to be laid before Parliament and Church Assembly.
1
So soon as may be after the close of every financial year the Board shall prepare a report of the work and proceedings of the Commissioners during that year, and shall present the report and accounts for that year to the Commissioners at their annual general meeting.
C42
Within thirty days after such meeting the secretary shall transmit the report and accounts, together with a copy of any resolution passed by the Commissioners with reference thereto, to the F26Lord Chancellor, who shall lay copies of the report, accounts and resolution, if any, before both Houses of Parliament.
3
Within the same period the secretary shall also send copies of the said documents to the secretary of the Church Assembly, who shall lay them before the Assembly.
13 Pending and existing proceedings and contracts, etc.
1
No proceedings or cause of action pending or existing immediately before the appointed day by or against either of the constituent authorities shall abate, be discontinued or in any way prejudicially affected by this Measure, but any such proceedings may be continued and enforced by or against the Commissioners.
2
All contracts, bonds, agreements and other instruments subsisting immediately before the appointed day and affecting either of the constituent authorities shall be of as full force and effect against, or in favour of, the Commissioners and may be enforced as fully and effectually as if the Commissioners had been a party thereto instead of the constituent authority.
14 Transfer of stock.
1
Where any stock is standing in the books of a company in the name of either of the constituent authorities, a request by the secretary of the Commissioners and production of a copy of this Measure printed by or for the King’s Printer of Acts of Parliament shall be a sufficient authority to the company to transfer the stock into the name of and to pay dividends on the stock to, the Commissioners.
2
In this section the expression—
“company” includes the Bank of England and any company or person keeping books in which any stock is registered or inscribed; and
“stock” includes any share, annuity or other security.
15 Transfer of Officers.
F491
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F502
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F27
16. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F28
17 Provisions as to superannuation. C5
1
The F29Board shall make rules regulating the grant of superannuation benefits to the officers of the Commissioners, and the allocation of superannuation benefits to their spouses or dependants, and the provisions of the F51... M1Superannuation (Various Services) Act 1938 shall not apply to the Commissioners or their officers:
Provided that in the case of any transferred officer—
a
service under either of the constituent authorities and service under the Commissioners shall be aggregated and treated as continuous service under the Commissioners; and
F30b
the superannuation benefits to be granted to or in respect of him on his retirement or death shall not be less than those which might have been awarded had the provisions of the principal civil service pension scheme within the meaning of section 2 of the M2 Superannuation Act 1972 and then in force applied to him, and the Commissioners shall have the like power to permit the allocation of such benefits to the spouse or dependants of such an officer as they would have had by virtue of section 1 of the M3 Superannuation (Various Services) Act 1938 had that section not been repealed.
2
As from the appointed day the liability of either of the constituent authorities to make payments in respect of superannuation benefits to a person who had been employed by them, but had before the appointed day ceased to be so employed, or to his spouse or dependants, shall be transferred to, and become a liability of, the Commissioners and be a charge on their general fund.
18 Interpretation.
C61
In this Measure, unless the context otherwise requires—
“the appointed day” means the first day of April in such year as the Archbishop of Canterbury may appoint by a notice published in the London Gazette not later than the first day of December in the preceding year;
“dean” includes the dean F57... of any cathedral church in England, and the deans of Westminster and Windsor;
“functions” includes powers and duties;
“officer” includes servant;
“procedure” includes the fixing of a quorum;
“property” includes a thing in action and any interest in real or personal property;
“superannuation benefits” has the same meaning as it has in the M4Superannuation (Various Services) Act, 1938.
2
References in any Act or Measure (other than this Measure) or in any other document (including any testamentary document) to either of the constituent authorities, or to the common or corporate fund of either of them, shall be construed as references to the Commissioners or, as the case may be, to their general fund.
19 Short title.
This Measure may be cited as the Church Commissioners Measure, 1947.
SCHEDULE I Constitution of the Commissioners
F31C9C7 1
The Commissioners shall be—
a
b
the following other persons—
the Archbishops of Canterbury and York;
the Church Estates Commissioners;
four bishops elected by the House of Bishops of the General Synod from among their number;
three other clerks in Holy Orders elected by those members of the House of Clergy of the General Synod who are not deans F61 , whether or not those clerks are members of that House F60 ...;
four lay persons elected by the House of Laity of the General Synod F62, whether or not those persons are members of that House;
nine persons nominated as follows—
i
three persons by Her Majesty,
ii
three persons by the Archbishops of Canterbury and York acting jointly, and
iii
three persons by the Archbishops of Canterbury and York acting jointly after consultation with the Lord Mayors of the City of London and the City of York, the Vice Chancellors of the Universities of Oxford and Cambridge and such other persons as appear to the Archbishops to be appropriate;
at least one of those nine persons being or having been of Counsel to Her Majesty.
F322
Elected Commissioners shall hold office for five years and shall be elected F63in accordance with the Standing Orders of the General Synod.
Nominated Commissioners shall hold office for such number of years as the person or persons making the nomination may determine.
In this paragraph the expression “ year ” means a period of twelve months commencing on the first day of F64 January .
Any such Commissioner as is referred to in this paragraph shall be eligible for re-election or re-nomination.
3
In the event of delay in the F33election or nomination of a successor any such Commissioner as is referred to in the last preceding paragraph shall, notwithstanding the expiration of the period for which he was F34elected or nominated, continue to hold office until a successor is F34elected or nominated.
4
A person shall be disqualified from being a Commissioner so long as he is a salaried official of any central or diocesan body in the Church of England.
F355
If an elected Commissioner who was qualified for election by virtue of being a bishop, a dean F65 ..., a clerk in Holy Orders or a lay person ceases to be so qualified, he shall cease to be a Commissioner.
F365A
1
Without prejudice to paragraph 5 above, if a Commissioner elected by members of a House of the General Synod F66 who is a member of that House ceases to be a member thereof, then, subject to paragraph (2) below, he shall cease to be a Commissioner.
2
If a Commissioner to whom sub-paragraph (1) above applies ceases to be a member of the General Synod by reason of the dissolution of that Synod he shall not cease to be a Commissioner by virtue of that sub-paragraph; but if he does not stand for re-election to the General Synod or is not re-elected an election to fill his place as a Commissioner shall be held F67 in accordance with the Standing Orders of the General Synod.
6
Every lay Commissioner not being a Commissioner in right of office shall, before otherwise acting in connection with the business of the Commissioners, declare in writing before an officer of the Commissioners that he is a member of the Church of England.
F37SCHEDULE II. . .
Sch. II repealed (1.1.1999) by 1998 No. 1, s. 13(2); Instrument dated 14.10.1998 made by Archbishops of Canterbury and York
1
The Board shall consist of the following persons—
the Archbishops of Canterbury and York;
the three church estates commissioners;
twenty-two other Commissioners appointed by the Commissioners, and
such other Commissioners, if any, as may be co-opted in accordance with the provisions of this Schedule.
2
Of the twenty-two members to be appointed by the Commissioners six shall be diocesan bishops, two shall be deans, six shall be other clerks in Holy Orders and eight shall be laymen, of whom six shall be chosen from those appointed by the F46General Synod.
3
At the inaugural general meeting of the Commissioners twenty-two members shall be appointed in the proportions laid down in the preceding paragraph and of the members so appointed one-half shall hold office for six years and the remainder for three years. Thereafter, in every third year eleven members shall be appointed at the annual general meeting of the Commissioners to fill the places of members retiring in that year.
4
The period of office of an appointed member shall run from the day following the annual general meeting at which he is appointed to the close of the day on which his successor is appointed.
A member appointed at the inaugural general meeting shall enter upon his office forthwith, but the date for his retirement shall be calculated as if he had been appointed at the first annual general meeting of the Commissioners.
5
The eleven original members to hold office for six years shall be three bishops, one dean, three other clerks, three of the laymen appointed by the F47General Synod and one of the laymen not so appointed.
6
As between members in any category, those to hold office for six years shall be those receiving most votes:
Provided that if—
a
in any category there is no contest; or
b
in a category where there is a contest, a selection must be made between two or more members whose votes were equal;any necessary selection shall be made by lot.
For the purposes of this paragraph, lots shall be drawn by such persons and in such manner as the Chairman may direct.
7
The Board may from time to time co-opt as additional members of the Board not more than three persons being Commissioners at the date of co-optation.
Such co-optation may be for any period not extending beyond the next triennial election of members of the Board.
8
If a member of the Board who was qualified for membership by virtue of being a diocesan bishop, a dean, a clerk in Holy Orders, or a layman appointed by the F48General Synod, ceases to be so qualified, he shall thereby vacate his membership.
F38F38SCHEDULE III
Sch. 3 repealed by Church Commissioners Measure 1964 (No. 8), s. 2(3)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F38
SCHEDULE IV General Provisions relating to the Commissioners, the Board and Committees
1
The proceedings of the Commissioners, the Board or a committee shall not be invalidated by any vacancy in the membership thereof, or by any defect in the qualification, F39election or nomination of any member or, in relation to a committee, in the appointment of any member.
2
F423
Casual vacancies among elected or nominated Commissioners may be filled by the person or body by whom the Commissioner vacating office was elected or nominated. Casual vacancies among appointed members of a committee may be filled by the person or body by whom the member vacating office was appointed.
4
5
At any meeting of the Commissioners, the Board or a committee, every question shall be decided by a majority of the votes of members present and voting on that question and in the case of equality of votes, the member presiding shall have a second or casting vote:
F44. . .
6
Minutes of the proceedings of the Commissioners or of the Board signed at the same or the next meeting by a member describing himself, or appearing to be, the person presiding at the meeting at which the minutes are signed, shall be received in evidence without further proof, and, until the contrary is proved, every meeting of the Commissioners or of the Board, in respect of the proceedings whereof minutes have been so signed shall be deemed to have been duly convened and held.
7
The provisions of this Schedule relating to Committees shall in their application to the F45Assets Committee and the Audit Committee have effect subject to any special provisions with respect thereto contained in this Measure.
Measure wholly in force at Royal Assent