Governing Document

Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees

 (‘Association’ Model Constitution)

Date of the constitution (last amended)22/11/2019.

1. NAME

 The name of the Charitable Incorporated Organisation (“The Church”) is

 World Outreach Saviour International Bible Ministries Worldwide and shall be commonly known as or called WOSIB MINISTRIES WORLDWIDE.

2. National location of the principal office

The principal office of the CIO( the church) is in England

3. Object[s]

The objects of the church are:

“The advancement of the Christian faith for the benefit of the public in the United Kingdom

and the world in accordance with the Statement of Beliefs of the church through the holding

of prayer meetings, lectures, seminars and conferences, public celebration of Jesus Christ,

Producing and/or distributing literature on the gospel of Jesus Christ to enlighten others

about the agape love and eternity with Jesus Christ through the Holy Spirit, and by such

other means as the members of the Church Council (charity trustees) may from time to time

decide.”(The Statement of Beliefs can be found at the very end of this constitution).

The Council must use the income and may use the capital of the Church in promoting the Objects.

Nothing in this constitution shall authorise an application of the property of the church for the purposes which are not charitable in accordance with [section 7 of the Charities and Trustee Investment (Scotland) Act 2005] and [section 2 of the Charities Act (Northern Ireland) 2008]

4. Powers

The church has the power to do anything which is calculated to further its object[s] or is conducive or incidental to doing so. In particular, the Church’s powers include the power to:

(1) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The church must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;

(2) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

(3) sell, lease or otherwise dispose of all or any part of the property belonging to the church. In exercising this power, the church must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;

 (4) employ and remunerate such staff as are necessary for carrying out the work of the church. The church may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of those clauses;

(5) Deposit or invest funds, employ a professional fund-manager and arrange for the investments or other property of the church to be held in the name of a nominee, in the same manner, and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;

5. Application of income and property

(1) The income and property of the church must be applied solely towards the promotion of the objects.

(a) A charity trustee is entitled to be reimbursed from the property of the church or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the church.

(b) A charity trustee may benefit from trustee indemnity insurance cover purchased at the church’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.

(2) None of the income or property of the church may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the church. This does not prevent a member who is not also a charity trustee receiving:

(a) a benefit from the church  as a beneficiary of the church;

(b) reasonable and proper remuneration for any goods or services supplied to the church.

(3) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.

6. Benefits and payments to charity trustees and connected persons

(1) General provisions

No charity trustee or connected person may:

(a) buy or receive any goods or services from the church on terms preferential to those applicable to members of the public;

(b) sell goods, services, or any interest in land to the church;

(c) be employed by, or receive any remuneration from, the church

 (d) receive any other financial benefit from the church;

unless the payment or benefit is permitted by sub-clause (2) of this clause, or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.

(2) Scope and powers permitting trustees’ or connected persons’ benefits

(a) A charity trustee or connected person may receive a benefit from the church as a beneficiary of the church provided that a majority of the trustees do not benefit in this way.

(b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the church where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.

(c) Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the church with goods that are not supplied in connection with services provided to the church by the charity trustee or connected person.

(d) A charity trustee or connected person may receive interest on money lent to the church at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).

(e) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the church. The amount of rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

(f) A charity trustee or connected person may take part in the normal trading and fundraising activities of the church on the same terms as members of the public.

(3) Payment for supply of goods only – controls

The church and its charity trustees may only rely upon the authority provided by sub-clause (2)(c) of this clause if each of the following conditions is satisfied:

(a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the church and the charity trustee or connected person supplying the goods (“the supplier”).

 (b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.

(c) The other charity trustees are satisfied that it is in the best interests of the church to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.

(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the church

(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.

(f) The reason for their decision is recorded by the charity trustees in the minute book.

(g) A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6.

(4) In sub-clauses (2) and (3) of this clause:

(a) “the CIO” includes any company in which the CIO:

(i) holds more than 50% of the shares; or

(ii) controls more than 50% of the voting rights attached to the shares; or

(iii) has the right to appoint one or more directors to the board of the company;

(b) “connected person” includes any person within the definition set out in clause [30] (Interpretation);

7. Conflicts of interest and conflicts of loyalty

A charity trustee must:

(1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and

 (2) absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).

Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.

8. Liability of members to contribute to the assets of the CIO if it is wound up

If the church is wound up, the members of the church have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.

9. Membership of the church

(1) Membership shall be open to all who profess repentance towards God and confess Jesus Christ as their Lord and Saviour, whose lives bear evidence of their Christian profession and who adhere to the Statement of Beliefs.

 (2) Those desiring to join the Church as members (including those who hold membership in their previous Churches) are required to undergo beginners class for two Sundays, Life Application Class for 4 Sundays and Baptism by immersion (if they have not experienced it).Thereafter, they will be encouraged to join any group or ministry under the church as the HOLY Spirit will direct them so that they grow in grace. The individuals concerned will also be followed up by the welcome/visitation team. All kingdom citizens, as well as the general public, are also encouraged to participate in the Christian education set up by the church through the leading of the Holy Spirit, called “THE SCHOOL OF THE HOLY SPIRIT”. The essence of the school is to reveal kingdom mysteries about the Word of God and the person of the Holy Spirit to the general public.

(3) Members who are called kingdom citizens will be eligible to vote at general meetings when they attain the age of 18 years.

(4) All Kingdom citizens are expected to loyally attend the Church services and meetings, to contribute to the support of the Church and of missionary /evangelism, to take part in Church activities and, with God’s help, to live lives that are subject to the Lordship and teaching of the Lord Jesus Christ as inspired by the Holy Spirit.

(5) The Council must keep a register of the names and addresses of Members which must be made available to any Member upon request. The Church members roll will be reviewed at least once a year by the Council who shall have the power to remove names from the membership roll if they are satisfied: –

(a) that such members are no longer in regular attendance at Church, and (b) that it is appropriate that such members be removed from the roll.

 (6) Membership shall be terminated immediately if the Member concerned:-

(a) gives written notice of resignation to the Church;

(b) dies;

(c) is removed from membership

(7) Membership of the Church is personal and not transferable.

 (8) Duty of members

It is the duty of each member of the Church to exercise his or her powers as a member of the Church in the way he or she decides in good faith would be most likely to further the purposes of the Church.

 10. Ordinances

(1) Baptism by immersion shall be the only form of baptism offered by the Church according to the Holy Bible.

(2) In the case of infants, the Church will offer a naming ceremony as well as a service of dedication.

(3) The ordinance of the Lord’s Supper (Holy Communion) shall be observed at least once a month but this can change depending on the direction of the Holy Spirit.

11. General meetings of members

(1) Types of general meeting

There must be an annual general meeting (AGM) of the members of the church. The first AGM must be held within 18 months of the registration of the church,

 and subsequent AGMs must be held at intervals of not more than 15 months.

The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report and must elect trustees as required under clause [13].

Other general meetings of the members of the church may be held at any time.

The General Meeting shall be accountable to the Lord in the exercise of its functions and shall seek the guidance and leading of the Holy Spirit at all times.

 (2) Calling general meetings

       (a) The charity trustees:

            (i) must call the annual general meeting of the members of the church in accordance with sub-clause (1) of this clause, and identify it as such in the notice of the meeting; and

            (ii) may call any other general meeting of the members at any time.

       (b) The charity trustees must, within 21 days, call a general meeting of the members of the church if:

          (i) they receive a request to do so from at least 10% of the members of the church; and

         (ii) the request states the general nature of the business to be dealt with at the meeting and is authenticated by the member(s) making the request.

(c) If at the time of any such request, there has not been any general meeting of the members of the church for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%.

(d) Any such request may include particulars of a resolution that may properly be proposed and is intended to be proposed, at the meeting.

(e) A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.

(f) Any general meeting called by the charity trustees at the request of the members of the church must be held within 28 days from the date on which it is called.

(g) If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.

(h) A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.

(i) The church must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the church shall be entitled to be indemnified by the charity trustees who were responsible for such failure.

 (3) Notice of general meetings

(a) The charity trustees, or, as the case may be, the relevant members of the CIO, must give at least 14 clear days notice of any general meeting to all of the members, and to any charity trustee of the CIO who is not a member.

(b) If it is agreed by not less than 90% of all members of the CIO, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause (3) (a) of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.

(c) The notice of any general meeting must:

(i) state the time and date of the meeting:

(ii) give the address at which the meeting is to take place;

(iii) give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and

(iv) if a proposal to alter the constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration;

(v) include, with the notice for the AGM, the annual statement of accounts and trustees’ annual report, details of persons standing for election or re-election as trustee, or where allowed under clause [22] (Use of electronic communication), details of where the information may be found on the CIO’s website.

(d) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.

(e) The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO.

 (4) Chairing of general meetings

The Person that will chair the meetings will always be the senior pastor except where the senior pastor and the council delegates someone else and most tiles will be from the church council or trustees.

(5) A quorum at general meetings

(a) No business may be transacted at any general meeting of the members of the CIO/church unless a quorum is present when the meeting starts.

(b) Subject to the following provisions, the quorum for general meetings shall be the greater of [5]% or [three] members. An organisation represented by a person present at the meeting in accordance with sub-clause (7) of this clause, is counted as being present in person.

(c) If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.

(d) If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must [either be announced by the chair or] be notified to the CIO’s members at least seven clear days before the date on which it will resume.

(e) If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.

(f) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.

(6) Voting at general meetings

(a) Any decision other than one falling within clause [10(4)] (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting [(including proxy and postal votes)]. Every member has one vote [unless otherwise provided in the rights of a particular class of membership under this constitution].

 (b) A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair or by at least 10% of the members present in person or by proxy at the meeting.

(c) A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll.

(d) A poll may be taken:

(i) at the meeting at which it was demanded; or

(ii) at some other time and place specified by the chair; or

(iii) Through the use of postal or electronic communications.

(e) In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote.]

(f) Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.

 (8) Adjournment of meetings

The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.

12. Charity trustees

(1)The Charity Trustees (Church Council) are responsible for the management and administration of the Church’s property and funds in accordance with this Constitution while the pastor, who is the spiritual head of the church, and also one of the trustees, will be responsible for the spiritual aspect of the church as will be led by the HOLY SPIRIT.

Each of the charity trustees will also be required to report to the spiritual head of the church depending on their various assignments.

 (2) Eligibility for trusteeship

(a) Every charity trustee must be a member of the church.

(b) No one may be appointed as a charity trustee:

• if he or she is under the age of 18 years; or

• if he or she would automatically cease to hold office under the provisions of clause [14(1)(f)].

(c) No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.

(d) At least one of the trustees of the CIO must be 18 years of age or over. If there is no trustee aged at least 18 years, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.]

(3) Functions and duties of Council Members.

 The Council Members shall manage the affairs of the Church and may for that purpose exercise all the powers of the Church. It is the duty of each Council Member:

 (a) to exercise his or her powers and to perform his or her functions as a Council Member of the Church in the way he or she decides in good faith would be most likely to further the purposes of the Church; and

(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:

 (i) any special knowledge or experience that he or she has or holds himself or herself out as having; and

(ii) if he or she acts as a Council Member of the Church in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.

 (iii) Council Members shall exercise the gifts God has given them in discerning God’s direction for the Church and communicate that to the membership and encourage members to follow God’s lead. This discernment will come from a regular practice of prayer and Bible study and sensitivity to the promptings of the Holy Spirit. The Council shall meet on a regular basis.

(4) First charity trustees

The first charity trustees of the CIO are –

Rev Ibukun Joseph Oluwagbemiro of 26 Norway Street.M32 0JW

 Bro Olajide Daniel Oladapo of 13 Carnoustie close, SE28 8SH.

Sis Bernicia C Oluwagbemiro of 26 Norway Street. M32 0JW. …………………………………………………………………………………………………………

 …………………………………………………………………………………………………………

(5)The Pastor of the Church, for the time being, shall automatically, by virtue of holding that office be a church trustee.

(6) Other Council members (church trustees) shall hold office for a period ending with the AGM in the third calendar year after their appointment but may be re-elected for further terms.

 (7) Elections shall take place at the relevant AGM (or at any other General Meeting if there is a vacancy to be filled).

 (8) Elections to the Council shall take place as follows:

(a) Nominations for membership of the Council shall be made and seconded by any member (including the Pastor and members of the Council). Such nominations shall be made in writing to the Pastor or Council member not later than 14 days prior to the General Meeting. The nominee must be a Church Member and must first be approached and be agreeable for his/her name to go forward.

(b) Up to six Council members shall be elected by the Church in addition to the Pastor who shall be one of the Council members ex officio.

 (c) At the General Meeting members shall vote by secret ballot for members nominated. Each member shall have the same number of votes as there are vacancies. Nominees who receive the highest number of votes shall be elected to the vacancies provided they each have the votes of 50% of those present and eligible to vote at the meeting. Where two or more nominees receive an equal number of votes and it is not certain which of them has been elected, none of such nominees shall be elected on this first round of voting.

 (d) If there are more nominees than vacancies and all the vacancies are not filled as a result of the first round of voting a second round of voting shall be held to attempt to fill the remaining vacancies. Those nominees who would have been elected in the first round if there was no requirement to obtain 50% of the votes and those nominees who would have been elected if another nominee or nominees had not obtained an equal number of votes shall take part in the second round. Each member shall have the same number of votes as the vacancies remaining after the first round of voting. Those nominees who each receive the votes of 50% of those present and eligible to vote at the meeting shall be elected on the second round but nominees to whom paragraph (e) below applies shall only be elected in accordance with paragraph (e).

(e) If in the second round of voting two or more nominees receive an equal number of votes as a result of which it is not clear which nominee has been elected to a vacancy the Chairman of the meeting shall determine how the question shall be resolved and may hold additional rounds of voting as necessary to determine the question.

(9) There must be at least three Council Members. If the number falls below this minimum, the remaining Council Member or Council Members may act only to call a meeting of the Council Members or appoint a new Council Member.

13. Information for new charity trustees

The charity trustees will make available to each new charity trustee, on or before his or her first appointment:

(a) a copy of this constitution and any amendments made to it; and

(b) a copy of the CIO’s latest trustees’ annual report and statement of accounts.

14. Retirement and removal of charity trustees

(1) A charity trustee ceases to hold office if he or she:

(a) retires by notifying the church  in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);

(b) is absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated;

(c) dies;

(d) in the written opinion, given to the CIO, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;

(e) [is removed by the members of the CIO in accordance with sub-clause (2) of this clause;] or

(f) is disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).

(2) A charity trustee shall be removed from office if a resolution to remove that trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with clause [11], and the resolution is passed by a [two-thirds] majority of votes cast at the meeting.

 (3) A resolution to remove a charity trustee in accordance with this clause shall not take effect unless the individual concerned has been given at least 14 clear days’ notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of the CIO.]

4. Any person who retires as a charity trustee by rotation or by giving notice to the CIO is eligible for reappointment

15. Any decision may be taken either:

• at a meeting of the Council; or

 • by resolution in writing or electronic form agreed by all of the Council Members, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more Council Members has signified their agreement. 28 days of the circulation date].

16. Delegation by charity trustees

 (1) The Council may delegate any of its powers or functions to a committee or committees, and, if they do, they must determine the terms and conditions on which the delegation is made. The Council may at any time alter those terms and conditions, or revoke the delegation.

 (2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the Council, but is subject to the following requirements –

(a) a committee may consist of two or more persons, but at least one member of each committee must be a Council Member;

 (b) the acts and proceedings of any committee must be brought to the attention of the Council as a whole as soon as is reasonably practicable; and

 (c) the Council shall from time to time review the arrangements which they have made for the delegation of their powers.

17. Meetings and proceedings of charity trustees

(1) Calling meetings

(a) Any charity trustee may call a meeting of the charity trustees.

(b) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.

(2) Chairing of meetings

The Pastor shall chair Council Meetings if he is present. In other cases, the Council Members may appoint one of their numbers to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the Council Members present may appoint one of their number to chair that meeting.

 (3) Procedure at meetings

(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is [two] charity trustees, or the number nearest to [one third] of the total number of charity trustees, whichever is greater, or such larger number as the charity trustees may decide from time to time. A charity trustee( church council) shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.

b) If the number of Council members is less than the number fixed as the quorum for Council meetings the continuing Council members may act only to call a General Meeting.

 (c) Questions arising at a meeting shall be decided by a majority of those eligible to vote.

 (d) In the case of an equality of votes, the Chair shall have a second or casting vote.

 (e) A resolution which is in writing and signed by all the Council members is as valid as a resolution passed at a meeting and 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.

 (4) Participation in meetings by electronic means

 (a) A meeting may be held by suitable electronic means agreed by the Council Members in which each participant may communicate with all the other participants.

 (b) Any Council Member participating at a meeting by suitable electronic means agreed by the Council Members in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.

 (c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

18. Saving provisions

(1) A technical defect in the appointment of a Council Member of which the Council is unaware at the time does not invalidate decisions taken at a meeting of the Council.

 (2) Subject to sub-clause (3) of this clause, all decisions of the Council, or of a committee of the Council, shall be valid notwithstanding the participation in any vote of a Council Member:

• who was disqualified from holding office;

• who had previously retired or who had been obliged by the constitution to vacate office;

• who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise; if, without the vote of that Council Member and that Council Member being counted in the quorum, the decision has been made by a majority of the Council Members at a quorate meeting.

(3) Sub-clause (2) of this clause does not permit a Council Member to keep any benefit that may be conferred upon him or her by a resolution of the Council or of a committee of the Council if, but for clause (2), the resolution would have been void, or if the Council Member has not complied with clause 7 (Conflicts of interest).

(4) A procedural defect of which the Council is unaware at the time does not invalidate decisions taken at a meeting of the Council.

19. Execution of documents

 (1) The Church shall execute documents either by signature or by affixing its seal (if it has one).

(2) A document is validly executed by signature if it is signed by at least two of the Council Members.

(3) If the Church has a seal:

               (a) It must comply with the provisions of the General Regulations; and

 (b) It must only be used by the authority of the Council or of a committee of the Council duly authorised by the Council. The Council may determine who shall sign any document to which the seal is affixed and unless otherwise determined it shall be signed by two Council Members.

20. Use of electronic communications

The Church will comply with the requirements of the Communications Provisions in the General Regulations and in particular:

(a) The requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;

(b) Any requirements to provide information to the Commission in a particular form or manners.

 21. Keeping of Registers.

 The Church must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and Council Members

22. Minutes

The Council must keep minutes of all:

(1)          Appointments of officers made by a General Meeting;

 (2)         Proceedings at general meetings of the Church;

 (3)         Meetings of the Council and committees of the Council including:

                • the names of the Council Members at the meeting;

                • the decisions made at the meetings; and

• where appropriate the reasons for the decisions;

 (4)         decisions made by the Council otherwise than in meetings;

 Minutes of Council and Congress meetings will be made available to all members (other than minutes of matters of a confidential nature) and there will be provision for feedback on all issues other than those of a confidential nature.

23. Accounting records, accounts, annual reports and returns, register maintenance

(1) The Council must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the Church, within 10 months of the financial year-end.

(2) The Council must comply with its obligation to inform the Commission within 28 days of any change in the particulars of the Church entered on the Central Register of Charities. The charity trustees may from time to time make such reasonable and proper rules or bye-laws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye-laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye-laws currently in force must be made available to any member of the CIO on request.

24. Rules.

The Council may from time to time make such reasonable and proper rules or bye-laws as they may deem necessary or expedient for the proper conduct and management of the Church, but such rules or bye-laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye-laws currently in force must be made available to any member of the Church on request.

25. Disputes

If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.

26. Amendment of constitution

As provided by clauses 224-227 of the Charities Act 2011:

(1) This constitution can only be amended:

(a) by resolution agreed in writing by all members of the church; or

(b) by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the church(CIO).

(2) Any alteration of clause 3 (Objects), clause [27] (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the church or persons connected with them, requires the prior written consent of the Charity Commission.

(3) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.

(4) A copy of any resolution altering the constitution, together with a copy of the church constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.

27. Voluntary winding up or dissolution

(1) As provided by the Dissolution Regulations, the Church may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the Church can only be made:

(a)          at a general meeting of the members of the Church called in accordance with clause 11 (Meetings of Members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:

 (i)           by a resolution passed by a 75% majority of those voting, or

(ii)           by a resolution passed by the decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or

(b) by a resolution agreed in writing by all members of the Church.

 (2) Subject to the payment of all the Church’s debts:

(a) Any resolution for the winding up of the Church, or for the dissolution of the Church without winding up, may contain a provision directing how any remaining assets of the Church shall be applied.

 (b) If the resolution does not contain such a provision, the Council must decide how any remaining assets of the Church shall be applied.

(c) In either case, the remaining assets must be applied for charitable purposes the same as or similar to those of the Church.

 (3) The Church must observe the requirements of the Dissolution Regulations in applying to the Commission for the Church to be removed from the Register of Charities, and in particular:

 (a) the Council must send with its application to the Commission:

 (i) a copy of the resolution passed by the members of the Church;

 (ii) a declaration by the Council that any debts and other liabilities of the Church have been settled or otherwise provided for in full; and

(iii) a statement by the Council setting out the way in which any property of the Church has been or is to be applied prior to its dissolution in accordance with this constitution;

(b) the Council must ensure that a copy of the application is sent within seven days to every member and employee of the Church, and to any Council Member of the Church who was not privy to the application.

 (4) If the Church is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

28. Interpretation

In this constitution:

“Connected person” means:

(a) a child, parent, grandchild, grandparent, brother or sister of the charity trustee;

(b) the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;

(c) a person carrying on business in partnership with the charity trustee or with any person falling within subclause (a) or (b) above;

(d) an institution which is controlled –

(i) by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or

(ii) by two or more persons falling within sub-clause (d)(i), when taken together

(e) a body corporate in which –

(i) the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or

(ii) two or more persons falling within sub-clause  (e)(i) who, when taken together, have a substantial interest.

Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.

“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.

“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.

The “Communications Provisions” means the Communications Provisions in [Part 9, Chapter 4] of the General Regulations.

“charity trustee” means a charity trustee of the CIO or the church council or council member.

A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.

This constitution was written and approved under the guidance and supervision of the Holy Spirit; and signed by the following trustees:

Rev I. J.  Oluwagbemiro. (Chair)

Bro O.D.Oladapo

Sis B. C. Oluwagbemiro

Dr.O.Osaloni

                           STATEMENT OF BELIEFS

World Outreach Saviour International Bible Ministries Worldwide (WOSIB MINISTRIES) is a kingdom citizen in the BODY OF CHRIST and also a HOLY SPIRIT FILLED CHURCH. Our statements of beliefs are based upon the divine revelation recorded in the Holy Bible. WOSIB MINISTRIES acknowledges this revelation as the supreme rule of faith and practice. We, therefore, encourage all human race who would love to become kingdom citizens to embrace the statement of beliefs as a divine prescription for eternity with Christ, and it is not in any way discrimination.

BOTH NEW AND OLD MEMBERS WHO ARE REFERRED TO AS KINGDOM CITIZENS ARE REQUIRED TO ACCEPT THE FOLLOWING STATEMENTS OF BELIEFS.

THE HOLY BIBLE: We believe in the Holy Scriptures. The Holy Bible is the infallible and inerrant Word of God. (2 Peter 2:19, 2 Timothy 3:16-17).

THE GODHEAD: The GODHEAD consists of the Divine TRINITY-GOD THE FATHER, GOD THE SON AND GOD THE HOLY GHOST. They are three distinct and separate entities but perfectly united in ONE. (Colossians 2:9, Matthew 28: 19-20)

REPENTANCE: We believe in genuine repentance which means total and complete turning away from all sins and its deceitful pleasure.(Acts 3:19-21,2 Corinthians 7:10)

RESTITUTION: Restitution is making amends for wrongs done against our fellow men, restoring stolen things to the rightful owners, paying debts, giving back where one has defrauded, making confessions to the offended and apologizing to those slandered so as to have a conscience void of offence towards God and man.(  Proverbs 6:31;Ezekiel 33:14-16; Mathew 23:24; Luke 19:8,9Acts 23:1-524:16James 4:175:6.)

JUSTIFICATION: Justification is God’s declaring those who receive Christ to be righteous, based on Christ’s righteousness being imputed to the accounts of those who receive Christ. 2 Corinthians 5:21).

WATER BAPTISM: We believe in baptism by immersion. t is a picture of the believer’s identification with the death, burial and resurrection of Jesus Christ.  Romans 6:3-4describes this act as our old sinful selves being buried with Christ and our newly created selves being resurrected to walk with Him in newness of life.(Acts 2:38-39,19:1-6,Mark 16:15).

SANCTIFICATION: We believe that Sanctification is a definite act of God’s grace, subsequent to the New Birth, by which the believer’s heart is purified and made holy. It cannot be attained progressively by works, struggle or suppression, but is obtained by faith in the sanctifying blood of Jesus Christ through His WORD. Hebrews 12:141 Peter 1:14-16.).)

 LORD’S SUPPER: We believe in that the Last Supper as recorded in the Synoptic Gospels (Matthew 26:17-30, Mark 14:12-26Luke 22:7-30) was more than Jesus’ last meal; it was a Passover meal, as well.

HOLY GHOST BAPTISM: we believe that the Baptism in the Holy Ghost is the enduement of power from on High upon the sanctified believer. Acts 1:5-8Mark 16:17Acts 2:1-1810:44-4619:1-6.

REDEMPTION: We believe in the redemptive package from the LORD. The word ‘redeem’ means “to buy out.” The term was used specifically in reference to the purchase of a slave’s freedom. The application of this term to Christ’s death on the cross is quite telling. If we are “redeemed,” then our prior condition was one of slavery. God has purchased our freedom, and we are no longer in bondage to sin1 Peter 2:24; Mark 16:15-18Galatians 3:13,14.

PERSONAL EVANGELISM

We believe in personal evangelism. There is power in evangelizing and witnessing.

Jesus commanded and God requires every believer to be a compassionate and fruitful soul winner, bringing others to Christ. Mathew 28:19, 20; Mark 16:15; also see how Philip did his personal evangelism in Acts 8:26-40

MARRIAGE: We believe in one man and one wife, as it was from the beginning. Genesis 2:21-25. We do not believe in polygamy or any other form of marriage and we believe that divorce is not of God. Marriage is ordained by God and it is binding for life. God has mandated this ministry to impact the world through sound teaching of Agape love, which is the bedrock of every Christian marriage. Romans 7:2,3Ephesians 5:31-33Mark 10:2-12


RAPTURE: We believe in the rapture which is the first phase of the second coming of our Lord Jesus Christ. Rapture is the catching away from the earth of all living saints; and all who died in the Lord. The Rapture will take place before the Great Tribulation and can happen any time from now. 1 Thessalonians 4:13-18;5:4-92 Thessalonians 2:5-7;Philippians 3:1120211 John 3:1-3John 14:1-3Luke 21:34-361 Corinthians 15:51-58;

GREAT TRIBULATION: We believe in the great tribulation but not for the rapture saints. The Great Tribulation will occur after the Rapture and will be a time of terrible suffering on earth. It is also referred to as the time of Jacob’s trouble. Mathew 24:21, 22, 29;Revelation 9:16Mark 13:192 Thessalonians 2:3-12Revelation 13. During this time, the Antichrist will take possession of this world for a reign of terror. He will not be a system or organization but a person – a supernatural diabolical being, in the form of a man who will blaspheme and proclaim himself to be God (Daniel 8:23,252 Thessalonians 2:7-12; Revelation 13:1-10). The Marriage Supper of the Lamb will take place above while the tribulation continues on earth Revelation 19:1-10.

SECOND COMING OF CHRIST: We believe that Christ our Saviour will return again in glory. All eyes shall see Him as He is. Acts 1:11. He is coming to execute judgment upon the ungodly. He will also, then, set up His Kingdom and reigns on this present earth for a thousand years. Zechariah 14:3,4; Mathew 25:31-46; Mark 13:24-372 Thessalonians 1:7-102:8Jude 14,15.

MILLENNIAL REIGN OF CHRIST: We believe in the millennial reign of Christ. The word ‘millennial is a Latin word meaning ‘a period of 1000 years. Jesus will come back to the earth with ten thousands of His saints and He will judge the nations that dwell upon the face of the earth. Jude 14152 Thessalonians 1:7-10. During this time the devil will be bound. Revelation 20:2,3. It will be a reign of peace and blessing. Isaiah 11:6-965:25Hosea 2:18Zechariah 14:9-20Isaiah 2:2-4.

 GREAT WHITE THRONE JUDGEMENT: We must not forget that the Judgment Seat of Christ, which took place earlier in heaven, was the judgment for believers. This Great White Throne Judgment will be for everyone else who did not accept Christ in their lives – those who rejected God. This also includes those who play church and knows within them that they have no personal relationship with Christ. Matthew Revelation 20:11-15.Matt 10:1511:21-2412:4142;John 5:2829Rom 2:1516

NEW HEAVEN AND THE NEW EARTH: We believe in the New Heaven and New Earth. This present earth, which has been polluted by sin, will pass away after the Great White Throne Judgment (Psalm 102:2526Isaiah 51:665:17; Mathew 5:18; 24:35; 2 Peter 3:10-13Revelation 21:1). No unclean thing will be there. We shall know each other, our knowledge having been perfected. There will be no more curses upon anything. There will be no more night; the glory of the Lord will be the light thereof. Isaiah 66:222 Peter 3:12131 Cor 13:121 John 3:2,3Rev 21:1-722:1-5.

 ETERNAL LAKE OF FIRE: The Eternal Lake of Fire was never meant for mankind to live out their eternity.  God wanted all mankind to spend eternity living with Him.  The Eternal Lake of Fire was originally created for Satan and his angels.  Sadly, that horrible place will house all those who followed Satan – forever and ever.  2 Peter 3:9Matthew 25:41Ps 9:17Mt 25:46Lk 12:4516:19-31Mt 5:2230;Mk 9:43-47Rev 14:101120:12-15

WE BELIEVE THAT THE ETERNAL BLESSED HOLY SPIRIT IS OUR EVERYTHING BECAUSE HE TEACHES US ALL THINGS         JOHN14:26, JOHN 15:26,