SPECIAL COMMISSION ON STRUCTURAL REFORM Crossreach …

Order of Proceedings ...................................................................................................................................................................................................................

SPECIAL COMMISSION ON STRUCTURAL REFORM

Proposed DeliveranceThe General Assembly:1. Receive the report.2. Appoint with effect from 1 June 2019

a new trustee body, to be named theAssembly Trustees, to replace theCouncil of Assembly in accordancewith Appendix 1.

3. Instruct the Selection Committee topropose to this General Assembly thenames of twelve trustees, each toserve from 1 June 2019 for periods ofone, two or three years, including aConvener, a Vice-convener and anAdministrative trustee.

4. Instruct the Assembly Trustees toappoint a senior management teamto oversee the work of theUnincorporated Councils andCommittees (SC011353) inaccordance with the terms ofAppendix 1 and to take stepsimmediately to appoint a ChiefOfficer and, where necessary,additional temporary support tofacilitate the process of change.

5. Instruct the Assembly Trustees tobegin a process of reducing theadministrative costs within thecentral organisation of the Church by20%-30%, to initiate a review of thestaff pay grade scheme and report tothe General Assembly of 2020.

6. Instruct the Assembly Trustees toprepare plans for a reduction in thenumber of Councils and to bringrecommendations to the GeneralAssembly 2020.

7. Instruct the Assembly Trustees toinitiate discussion of ways in whichthe Social Care Council andCrossreach can become a more self-sustaining and financially viableorganisation at “arm’s-length”within SC011353 and to reportprogress to the General Assembly2020.

8. Appoint a new Assembly BusinessCommittee to replace the AssemblyArrangements Committee witheffect from 1 June 2019 in accordancewith Appendix 2.

9. Instruct the Selection Committee topropose the names of eight membersof the Assembly Business Committeeto this General Assembly, including aConvener and Vice-convener.

10. Instruct the Assembly BusinessCommittee to prepare plans for theGeneral Assembly 2020 to ensurethat progress on structural reform isadequately considered in all itsdimensions, and, in particular, thatthe Assembly Trustees are given thefullest opportunity to report onprogress achieved on matters ofstrategy, finance, governance, andstaffing.

11. Instruct the Assembly BusinessCommittee, in consultation with theLegal Questions Committee, to bringforward amendments to StandingOrders to ensure that each Trustee isincluded as a corresponding memberof the General Assembly when nototherwise a commissioner.

12. Instruct the Assembly BusinessCommittee to report to the GeneralAssembly 2020 on ways in which thecomposition and format of theGeneral Assembly can moreeffectively and efficiently serve thework of the Church.

40 Order of Proceedings The Church of Scotland General Assembly 2019


13. Discharge the Panel on Review andReform with effect from 1st June 2019and thank its Convener, membersand officers for their service.

14. Instruct the Assembly Trustees tomake provision for adequateresearch and analysis to beundertaken in order to inform thevision, strategy and policies of theChurch.

15. Commend the work of the PrincipalClerk in facilitating Presbytery reformand encourage him to continue thisprocess with a view to reducingsignificantly the number ofPresbyteries within the next fiveyears.

16. Thank the Convener and members ofthe Council of Assembly for theirservice to the Church.

17. Thank the officers of the GeneralAssembly, and staff members of allCouncils and committees for theircommitment, dedication, and hardwork.

18. Thank all those who haveconstructively engaged with theSpecial Commission whether inperson or in writing.

19. Thank and discharge the SpecialCommission.

ReportIntroductionFollowing a report of the Council ofAssembly to a meeting of the Commissionof the General Assembly on 3 October2018, a Special Commission of fivemembers, independent of the Councils ofthe Church, was appointed ‘to consider thematters within the following remit, toconsult widely and to report to the GeneralAssembly of 2019.a. To review the governance structures

of the Church of Scotland Charitynumber SC011353 and makerecommendations for a trustee bodywhich would conform to bestpractice (including the avoidance ofconflicts of interest) in terms ofcharity law while being true toPresbyterian church polity.

b. To recommend key principles for anational structure which is “lean andfit for purpose to lead reform” (GA2018) and which would ensure thatthe General Assembly can effectivelyand efficiently direct its Councils andCommittees so that they prioritisetheir work and resources to supportthe mission of the local Church.

c. To recommend what further workshould be done to embed theseprinciples and review the currentpattern of Councils and Committeesin order that these might betterfocus on the Church’s understandingof its vocation to be a nationalchurch engaged in mission.’

The five members of the SpecialCommission are Rev Professor DavidFergusson (New College, Convener), SarahDavidson (Scottish Government), Right RevPeter Forster (Bishop of Chester) until 25March 2019, James McNeill QC, and MoragRoss QC. Nomi Pritz-Bennett (PhD studentat New College) has acted as secretary andresearch assistant to the group. We havealso received valuable support from SusanTaylor at 121 George Street.

Order of Proceedings The Church of Scotland General Assembly 2019 41


The Commission has met 18 times inplenary session over a six-month period.During these meetings and in numerousother informal discussions we have soughtto engage with a wide range of office-bearers and employees within SC011353.Discussions have also taken place with theCouncil of Assembly and the Clerks Forum,while a wider consultation exercise washeld through the Church of Scotland’swebsite. The Special Commission wishes tothank all those who have been willing tospeak with us in person and to presenttheir views in writing, despite the shortperiod in which we have undertaken ourwork. Although compressed, we havefound the time-frame of six monthssufficient. The well-focussed oral andwritten submissions made us immediatelyaware of the critical issues in the minds ofcontributors with numerous themes beingreadily apparent. Specially createdelectronic databases, for which we aregrateful, have given us immediate access toall available materials on the national workof the Church. And our respectivebackgrounds within the Church haveenabled us to engage with each other atdetailed levels.In light of all of our meetings andinvestigations we agree with the concernsunderlying the remit. There is urgent needfor a group of trustees unhindered byconflict of interest. A revised structure isrequired to enable the General Assemblyeffectively to direct prioritisation of thework of the Church. The principles togovern these matters can now beembedded. Given concerns as to properstewardship of resources, these issuesshould be tackled without delay.Presbyterian Church GovernmentAccording to the mainstream Reformedtradition, the two marks of the church areWord and sacrament. At the time of theReformation, this led to a renewedappreciation of the local church as theplace where the Word of God wasproclaimed, the sacraments administered,and oversight exercised. Set within its

parish community, the church was visiblethrough its regular weekly worshiptogether with the pastoral care, educationand mission that were essential to thepeople’s calling of God. Notwithstandingthis local focus, the Church of Scotlandwas never ordered simply as acongregational organisation. Each parishchurch was under the oversight of aregional body which came to be known asthe Presbytery. This court had severalfunctions including worship and witness,mutual support and encouragement, andoversight of all matters relating to the lifeand work of congregations and parishes.These regional bodies in turn wereregulated by the highest court, the GeneralAssembly, which through its legislativepowers sought consistency of doctrine,discipline, and practice while overseeing asystem of territorial coverage. But thepresence of the Church was primarilymanifested at the local level, with thehigher courts exercising a responsibilitytowards its maintenance and welfare. Atthe national level, the Reformed churchcontinued to exercise a vital and visiblepart in Scottish civic life which continues tothis day. Yet the Kirk’s prominence hasdepended in large measure on the tractionit gained from its presence in each parishcommunity.Arguably, this system served the Kirk wellfor the best part of four centuries. Itproduced a stable form of churchgovernment that shaped the life of thenation in what Tom Devine has called ‘theparish state’.[1] But with the rapid decline inmembership since the mid-1950s and theevident dissociation of Scottish societyfrom organised religion, it has proved lesswell equipped to adapt to changingcircumstances. Since the 1950s, the Churchof Scotland has lost c80% of itsmembership, and it is now half the size itwas in 2000. With membership declining atc4% per annum, we should anticipate asmaller church with reduced resourceswhich will require to take some harddecisions about its priorities anddispositions. As G. D. Henderson once



suggested, although Presbyterianism workswell under settled conditions, it has hadmore limited success as a pioneeringagency.[2]

Despite the decline in membership,congregational giving has remained atimpressive levels. But income is now flat-lining and is expected to decrease in theyears ahead in light of demographic trends.Congregations increasingly comprise adisproportionate number of retired peopleand the predictions are that these trendsare likely to continue for the foreseeablefuture. This of course is not a counsel ofdespair. The Church has an important andexciting missiological task in a changingsocial landscape and many congregationsare meetings these challenges faithfullyand imaginatively. But the prospects forfurther numerical decline and thelikelihood of a much smaller Church ofScotland in the next 10-20 years cannot beignored.[3]

The Path of ReformNotwithstanding the efforts of severalbodies and commissions dating back to theCommittee of Forty in the 1970s, thechurch has found itself increasinglyhampered by structures that were intendedto maintain and regulate the life of a muchlarger organisation.The case for change has been consistentlymade by a succession of commissions andworking groups. Their work is outlined inDr Doug Gay’s recent work on Reformingthe Kirk, a work to which the Commission isindebted.[4] Since our recommendationsmay be seen as consistent with a singletrajectory of thinking, including much thatis argued by Doug Gay, we note thefollowing.Church without Walls (2001) – thiscomprehensive report called for far-reaching reform at every level of churchgovernment.[5] The accent here falls on thelocal church as a place of worship and anagency for mission. Power, resource,responsibility and initiative should bedevolved to a greater extent to the local

level. More flexible and efficient structuresare required to facilitate the work ofcongregations, though the report closes bynoting a longstanding resistance to changewithin the Church of Scotland based on anadmixture of fear and power. Many of therecommendations of Church Without Wallsare still being sifted, adapted and partiallyimplemented. The work of this SpecialCommission may be seen as continuingthat process.Commission on Review and Reform (2008) –chaired by Lord Brodie, this commissionwas established following an overture tothe General Assembly expressing concernsabout the increased centralisation ofpower.[6] Again, the thrust of the reportwas towards a more decentralised churchthrough the emergence of a smallernumber of better resourced Presbyteries –this led to the report of the Panel onReview and Reform (see below). Seriousquestions were also raised about the costand effectiveness of the General Assemblywith its hefty volume of reports andquantity of deliverances that can baffleeven the most determined and seasoned ofcommissioners. Similar criticisms of theAssembly are not hard to detect at earliertimes. For example, more than twentyyears ago in an acute analysis in Life andWork, Dr John Chalmers described some ofthe obvious difficulties in the way theGeneral Assembly functions. The Blue Bookis neither well read nor understood bymost commissioners as they leave after aweek of deliberations, and soon the annualprocess begins over again. ‘When you takeinto account the cost of taking men andwomen out of their parishes, the Assemblyactually costs more than we spend on newchurches or providing developmentopportunities for our ministers. That’s a lotof money – but what do we get for thisinvestment?’[7]

Panel on Review and Reform Report (2011) –following a process of consultation, thePanel submitted proposals that weredirected towards a new system of c13Presbytery assemblies.[8] This represented a



radical shift from a polity of 46Presbyteries, but the proposals weredefeated on the floor of the Assembly. Inexamining this episode, Doug Gay hasargued that Presbytery reform can onlysucceed if it is accompanied by asimultaneous reform of the central church.The Commission shares this view which hasbeen confirmed by our realisation of howthe Church of Scotland ought to functionas an organic body with many interlockingparts. The creation of fewer but larger andbetter resourced Presbyteries makes senseonly if there is some devolution of initiativeand resource from the centre to theregions. Without such a transfer, neitheradditional funding nor the increasedpowers in relation to strategy, mission andallocation of resource will make muchsense. Accordingly, the Commission takesthe view that a necessary accompanimentto its proposals is that element of thecurrent Radical Action Plan (proposed bythe Council of Assembly) which proposes arapid reduction in the number ofPresbyteries. And the improved functioningof these larger Presbyteries will requiresome simultaneous rethinking of how theycan better relate to the General Assembly,a matter which we understand is beingconsidered by the Legal QuestionsCommittee. Nothing should be allowed tostand in the way of this restructuring ofPresbyteries.In surveying this body of material, we arestruck by i) how much of it adumbrates ourrecommendations in this report and ii) howslow the Church has been to bring aboutthe radical structural reforms that havebeen recommended in the past. Oursituation has now become critical in termsof finance, numbers, and the evidentdysfunctionalities of our organisation.Without immediate change, it is unlikelythat the Church can operate in a way thatwill command the confidence of itsmembers, ministers and employees.Council of AssemblyOne of the recommendations of theCommittee of Forty was the establishment

of an Assembly Council in 1978. The growthof increasingly large and powerful Boards(later Councils) and Committees (withstaff and budgets) reporting directly to theGeneral Assembly was judged to requiregreater oversight and coordination. Hence,the primary remit of the Assembly Councilwas to coordinate the work of the centralCouncils and to set budgets and staffinglevels in accordance with strategicpriorities.[9]Whether this ever workedsatisfactorily is questionable.In 2004, this became a Council of Assemblywith a stronger emphasis upon envisioninga strategy for changing times and acting asa catalyst for change in the Church ofScotland. The report of 2004recommended that the new body havestronger financial and administrativeoversight of the central organisation.[10] Atthe same time, the old Boards andCommittees were reorganised. With theemergence of Councils, the currentorganisational structure was established.And, following the advent of new charitieslegislation, the voting members of thisbody became the trustees of SC011353upon the recommendation of a furtherspecial report. This made the reasonablepoint that since the Council of Assemblyexercised functions of oversight,stewardship and management it wasalready acting de facto as the trustee body.[11]

Yet since its inception (or reinvention) theCouncil of Assembly has laboured underseveral systemic difficulties relating tocomposition, financial management, andits relationship to the other Councils. Thesewere listed in the report brought by theCouncil itself to the Commission ofAssembly in October 2018. Our findingssupport its conclusions.Following full and frank discussions with arange of office-bearers, we offer thefollowing observations. These confirm ourjudgement that the Council of Assembly inits present form is incapable of actingsatisfactorily as a trustee body owing to i)conflicts of interest, ii) a confusion of



oversight with the day-to-day running ofan organisation, iii) a diffusion of fundholders in the organisation, and iv) anunsatisfactory relationship with theGeneral Assembly. In its report to theCommission of Assembly, the Councilalluded to inherent tensions which had notbeen mitigated and believed that there wasa pressing need to create mechanisms for aclearer prioritisation of the work of theChurch. In considering this, theCommission has come quickly to the viewthat we should not expect our trustees tolabour with an impossible remit; hence, wepropose the formation of a new trusteebody with a different composition, muchmore specific financial powers, a clearerrelationship to the senior managementteam, and significant adjustments in itsrelationship to the General Assembly. Inour view, these proposals provideconformity with best practice in terms ofcharity law and Presbyterian church polity,as we have been asked to recommend.Membership – the voting members of theCouncil of Assembly include conveners ofeach of the other Councils, thus generatinga conflict of loyalties, particularly withrespect to the allocation of resources.Where conveners (accompanied bysecretaries as non-voting members) arefaced with the challenge of securingresource for the work of their Councils, thewider strategic vision of the Council ofAssembly can be compromised. If toomany people are seated around the table(around 30 people can currently attend theCouncil of Assembly), the group is lesslikely to function well. Low levels ofparticipation amongst some members,especially the General Assemblyappointees, can result in their feelingdisempowered and marginalised. Severalhave complained to us of the way in whichdiscussion tends to be dominated byCouncil representatives. We have heardfrequent complaints of a ‘silo’ mentalityinside the central organisation, in partexacerbated by the control of restrictedfunds. This is confirmed by the recentTransformational Change report

commissioned by the Council of Assembly.In its executive summary, the report statesthat ‘starkly disproportionate levels offunding across the Councils are resulting inprotectionist attitudes, leading to animbalance in the Senior ManagementTeam’s overall ability to perform taskscollaboratively. The issue of historic budgetsetting is furthermore impacting adverselyon the ability of support services toperform their crucial roles within theorganisation. As a result, a wastefulduplication of roles within and acrossCouncils is commonplace, and thepotential to issue a coherent message ofhigh quality across the organisation is lost.’[12]

Function – The current remit of the Councilof Assembly fails to reflect that theprincipal duty of charity trustees is topreserve and deal with the charity's assetsin accordance with its purposes. Much ofthe remit reflects the responsibility to actin an executive capacity as regards the day-to-day management of the work ofCouncils and Committees. We note that inmany organisations these functions wouldbe clearly separated with the executivestaff members being accountable to thetrustees. For this reason, oversight andexecutive functions should be more clearlydistinguished in any future structure andthis has been our aim in introducing a newset of proposals for governance.Management – the Secretary of the Councilof Assembly has been required to linemanage up to 14 senior staff within theorganisation. This has compounded theremit of the Council, again confusingtrusteeship with day-to-day management,while also highlighting the blurred linesdividing the responsibility of GeneralAssembly office-bearers and Councilappointees. In recent years, the Church hasalternated between having a separateappointee as secretary to the Council ofAssembly and combining this post withthat of Principal Clerk. This duality ofcontrol has occasioned different concernsaround the workload and a potential for



conflict. There may be no perfect solutionhere, but our view is that the currentformal remit, and therefore the requiredskillset, of the Principal Clerk is quitedifferent from that of a senior executivemanager of staff and activities withinSC011353. From all of our consultation, weare in no doubt that the propermanagement of staff and activities withinthe central offices deserves and requires aproperly qualified senior executive, aswould be obligatory in any organisation ofcomparable size and complexity. The rolesof Principal Clerk and Senior Executive arecomplementary as each will release theother to focus on her or his principal dutiesto the Church. The function of the ChiefOfficer, a new post that is being proposedfor this purpose, is essentially that ofdirector of administration. As accountableto the trustee body, the office-holdercannot be a member of it. Theresponsibility for the development ofvision, strategy and overarching policy willbelong to the trustee body as guided by theGeneral Assembly, and it will be for theChief Officer, working with the trustees, toimplement that vision, strategy and policy.The primary remit of the Chief Officer willthus be inward-facing in relation toorganisational leadership and themanagement of staff and resources, ratherthan as a representative of the Church ofScotland in the wider public domain. Theskillset and experience required for thisrole is likely to attract someone with atrack record of senior executive leadershipin an organisation of comparable scale,with strategic and operational deliveryexperience.Reporting – the Council of Assemblyreports directly to the General Assembly,as do the other Councils and committeesof the church. This generates a furtherproblem around coordination of strategyand establishment of priorities, when theAssembly can give approval (as it usuallydoes) to whatever is proposed by theseother bodies. The role of the Council ofAssembly is consequently limited at theGeneral Assembly, as it tends to report as

one amongst many Councils thuscompromising the oversight andcoordination that it ought to exercise. Thisis compounded by a system that preventsmembers of the Council of Assemblyserving as commissioners ex officio. Theyare thus unable to participate indiscussions at the highest court of thechurch in which they exercise an importanttrustee role. It has also been pointed out tous that members of the Council ofAssembly often have access to the reportsand deliverances of other Councils onlyafter these have gone to press. Thereappears to be little scrutiny, filtering, oropportunity for aligning reports with theestablished priorities of the organisation.In part, this may be explained by the verytight time-frame within which reports haveto be compiled and submitted forpublication. We find this absence ofscrutiny by the Council of Assemblysurprising given that its primary function isone of coordination and oversight. With anoverall failure to impose a coordination ofstrategy and the establishment ofpriorities, approvals given by the Assemblycan be piecemeal, involve duplication andresult in waste of resources.Strategy and Priorities - A further complaintconcerns the absence of any commonunderstanding, whether expressedformally or not, of the clear, strategicpriorities of the Church of Scotland. Thesepriorities would need to be consistent withthe Articles Declaratory and the expressedwill of the General Assembly. Yet severalpersons in positions of leadership havecomplained to us that they are having tointerpret strategic priorities forthemselves, a point that is also stressed inthe Transformational Change report. Thisprevents the work of the Church beingcarried out effectively, causes confusionand duplication, and puts an undue burdenon leaders. In our view a new trustee body,freed from internal conflicts of interestbetween Councils, should be able to carryout the present remit of the Council ofAssembly to assist the Assembly todetermine strategies and to set priorities



and monitor delivery. There is no reasonwhy, as in any large, national organisation,this cannot be done systematically througha well-prepared rolling programme devisedby trustees, committees and workinggroups. A clearly articulated set ofpriorities would also be of much benefit tothe General Trustees in aligning their workwith that of the General Assembly.Finances – although the Council ofAssembly is required to authoriseexpenditure, in practice its financial powersare limited by the extent to which somefunds are restricted and others designatedfor the work of individual Councils. Thelack of clarity surrounding many of thesecreates difficulties for all concerned. Thetask of determining which funds arerestricted and whether their status can bealtered has taken some time but, weunderstand, will soon be completed.Councils are incurring annual deficits,especially Social Care and the Israelientities. These deficits have to be made upfrom reserves. The operating loss for 2018(excluding exceptional items such as losseson investments and gains on propertysales) was £5m. The principal contributorswere Ministries £(1.1m), Social Care £(1.5m)and the Israeli entities £(1m). Since at least2015, budgets, management accounts andannual outturns have shown net annualdeficits varying between £2m and £7m.Budgets and forecasts have often been atvariance. In scrutinising the minutes of theCouncil of Assembly over a four-yearperiod, the Special Commission wasdismayed to see how little attentionappeared to be devoted to discussion offinancial matters, and this despite thedetailed work of its Finance Group andwarnings sounded by some of its members.We take one example. At meetings of theCouncil of Assembly in November andDecember 2016, the deficit for 2016 wasbeing forecast at £4m against a budgeteddeficit of £3.2m and the budget for 2017was being revised to a deficit of £4.7mfrom a forecast of £1.3m. Whilst membersof the Council expressed ‘concern’, theCouncil engaged in no further discussion

over 2017 as to how to respond to this lackof budgetary control. Only in December2017 were serious questions asked, whenthe Council’s Finance Group reported thatthe detailed budget deficit for 2018 was£4m against a forecast of £2.3m and that2019 would present serious challengesbecause of reducing congregationalcontributions and a continuing andsignificant reduction in legacy income.Even so there was no urgency expressed:merely that firmer budget measures“might be required”.A related concern is the relentless growthof posts and staff costs within the centralCouncils and committees. At the end of2018, 245 persons (217 full-time equivalent)were employed within SC011353, at anannual payroll cost of £9.9m. Thisrepresents a growth in numbers of c10%from 222 (198 full-time equivalents) since2013 with a cost rise of over 20% from£8.2m. Even allowing for inflation, therising cost of the central staffingcomplement seems unaffordable, given thereduced size of the Church of Scotland andthe anticipated decline in congregationalincome (currently c£47m). SuccessiveGeneral Assemblies have added to centralstaff numbers without proper discussion ofthe optimal size of the centralorganization. A smaller and leanerbureaucracy will be needed for the yearsahead, especially if larger Presbyteries areto be better resourced for their work.Not only is there no deficit reduction plan,but our detailed investigations have showna disturbing lack of concern to curb andcontrol expenditure. Substantial sums ofmoney have recently been spent onconsultancy, branding exercises, YouTubeproductions and newsletters. Until amoratorium was recently declared, 33different newsletters were beingdistributed to a variety of mailing lists frominside 121 George Street. There is nocoherent strategy supporting thesedisparate communications activities, withample evidence of duplication and minimalconsideration of the needs of the intended



audiences. This seems an inefficient use ofscarce resources. One correspondentsuggested to us, not unreasonably in ourview, that if another national charity wereto send us over 30 newsletters fromdifferent elements of its centraladministration, we would find this baffling.With further dismay, we note that theseforms of expenditure have taken place at atime when ministry candidates and theirfamilies continue to face serious financialpressures. Despite repeated pleas andsome valiant efforts, the Church ofScotland has still failed to provide anadequate stipend for those who arerequired to devote three of four years offull-time study to their ordination training.Many of our candidates continue to borrowmoney from the Students Loan Agencyonly later to face repaying debts from aministerial stipend. Those called toministry are required normally toundertake a intense programme of 3-4years of full-time study and training.Having relinquished their secularemployment, they deserve to be bettersupported throughout this process. At atime of acute ministerial shortage andcrisis in recruitment, this is symptomatic ofan organisation that is losing sight of itsfundamental priorities.Councils – at present, the GeneralAssembly has six standing Councils:Council of Assembly; Ministries; Missionand Discipleship; World Mission; Churchand Society; and Social Care. Given ourremit to explore ways in which a leanerstructure would better serve the localchurch and its mission, we are proposing areduction in the number of Councils.Again, this is not a novel idea but one thathas been advocated for some time. Inrecent years, there have been areas eitherof overlap or of common activity withoutstrategic oversight, e.g. more than onecouncil reports on Israel/Palestine, threeCouncils have developed initiatives foryounger people, parish mission is apreoccupation for at least two Councilsand so on. Some consolidation of effort

and reduction of semi-autonomous groupswould save resource, while also facilitatingmore coordinated and strategicallyfocussed activity. A rationalised structurecould achieve better oversight, reducedexpenditure, economies of scale, lessduplication of effort, cessation of workwhich is no longer a priority, and lessrivalry between Councils.We have been unable to identify a clearrole for the Panel on Review and Reform inthe new structures envisaged, though werecognise the need for a forward looking‘think tank’ that can stimulate freshreflection and vision. Such groupings couldbe established on a limited, fixed-termbasis with a clearly defined remit by thenew trustee body. To underpin this andother work, there is a need for an in-housefacility to ensure that policies are informedby proper research and analysis.Comparisons with other churches, e.g. theChurch of England and the PCUSA, suggestthat such a facility is desirable, evennecessary. For example, a research supportofficer might undertake work in thefollowing areas, all of which are central tothe mission of the church:• 'functionality' of particular Presbyteries

or areas of the country - their use andallocation of financial and humanresources, the 'weak spots' in terms ofterritorial coverage;

• Presbytery 'health checks' to enablemore realistic planning, involvingclosures, new initiatives in pioneeringand church planting, and the resourcingof healthy churches to enable growth;

• 'mapping' to identify space for newinitiatives in church life, and drawingupon best practice in other churches;

• assessing the development of new'fresh expressions'.

Social Care presents distinctive andformidable challenges in terms ofgovernance and finance. We have discussedthese with office-bearers and the CEO ofCrossreach and we share their view that



Crossreach should become an arms-length,self-sustaining organisation. Whileremaining within the charitable body anddrawing strength from its links with theChurch of Scotland, Crossreach couldfunction in a more autonomous capacitywith its own management, financial andHR structures. This would also result insignificant efficiency gains; for example, atpresent, the CEO of Crossreach dedicatesc30% of her time to the work of churchcommittees, most of which are remotefrom her expertise and remit.Representation on Councils and Committees– a further complaint that we received onseveral occasions concerned the size ofmany Councils and Committees. Theseoften exceed 30 members with the resultthat significant numbers are unable tocontribute effectively to discussions anddecision making. Moreover, the managingof these relatively large bodies appears toabsorb a disproportionate amount of efforton the part of staff inside the churchoffices. Given this problem, in addition tothe general decline in numbers andresource, we believe that the Church ofScotland could function more effectivelywith a much smaller representation onthese and other bodies. Our system ofchurch government at every level iscurrently populated by large and unwieldybodies that neither facilitate effectivedecision-making processes, nor properstewardship of time and resource. Weshould ensure that, wherever appropriate,Council officials are empowered andtrusted to take executive decisions, insteadof requiring these to be channelled throughlarge committees for scrutiny, discussionand approval.Wider Structural ConcernsAlthough the remit of the SpecialCommission begins with a focus on theCouncil of Assembly, it raises furtherconcerns about the need for a ‘nationalstructure’ that is sufficiently ‘lean and fitto lead reform’. The Special Commissionhas also considered this, mindful of thewish of the General Assembly 2018 to see

proposals for radical reform broughtforward in this context.General Assembly – as a body of c800commissioners, the Assembly has oftenproved inadequate in holding Councils andcommittees accountable, controllingexpenditure, and in articulating a coherentstrategy for the whole church. Time andagain, we have been confronted in ourdiscussions by the view that the GeneralAssembly is unfit for purpose and unableproperly to exercise its role in relation tooversight, coordination, and the enablingof the mission of the local church. Thereare many symptoms and several causes ofthis malaise.On average 167 people are attending theGeneral Assembly for the first time andmost have not been present in thepreceding year. Commissioners areconfronted by a substantial volume towhich is added another set ofsupplementary reports which appearsshortly before the Assembly, as well asseveral sets of Daily Papers. Coupled withthe procedures surrounding questions,debates and deliverances, it is perhapsinevitable that most recommendations arereceived, taken on trust, and approved.(Amidst the plethora of approveddeliverances, some decisions are neveracted upon, while efforts to ‘encouragecongregations’ to undertake some task orother seem unlikely to have any realeffect.) The timing of the Assembly is alsoproblematic, given that it requires anyworking elder to take a week’s annualleave. Costings are imprecise, but it iscertain that the headline figure (£400+K)does not represent the total amount. Thetime spent by ministers preparing reports,travelling to meetings and spending oneweek of the year in Edinburgh also requiresto be properly costed, as does the input ofstaff time in servicing these committees,and preparing for the Assembly. If all thiswere included in the calculation, theChurch of Scotland’s AGM would appear tobe a very expensive undertaking. And withthe approval of reports and deliverances



completed, it is not long before the processbegins all over again. The disproportionatenumber of retired ministers in attendancealso attracts negative comment, especiallyfrom those younger ministers in post whofind this disempowering. We believe thatthe proposed new Business Committee, asan immediate priority, should identify waysin which the General Assembly can bereduced in size and become more effectivein serving its purpose.Presbyteries – although their number isgenerally agreed to be too high, efforts atreform have hitherto proved largelyunsuccessful. The distress experienced bymany of the smaller Presbyteries is nowpalpable and reform is urgently needed.The emergence of groups is a welcomedevelopment but soon the Church ofScotland will need to reduce the number ofits Presbyteries from 45 to c12, if these areto function as effective and properlyresourced regional bodies. Work on this isalready underway and should be furtherencouraged and accelerated. There are twoproblems that afflict the relationship ofthe Presbyteries to the General Assembly.First, there is a lack of accountability. Weappear to have no reporting mechanism bywhich plans and strategies are approved bythe Assembly, though some Councils domaintain frequent contact withPresbyteries and provide regular advice andsupport, while the Clerks Forum ensuressome coordination of Presbyteries with thecentral church. But how the GeneralAssembly satisfies itself that Presbyteriesare functioning well is not at all clear. Thisrelates to a second problem surroundingresource. The distribution of funds fromwealthier parts of the church hashistorically taken place according to thetwo criteria of poverty and remoteness oflocation. It has been an axiom of oursystem that a sharing of material resourcesis needed to support congregations in thepoorest parts of Scotland and in moreremote locations where population densitycannot produce financial sustainability.According at least to anecdotal evidence,the present system of resource allocation

seems to work sub-optimally with not afew congregations in areas that are neitherpoor nor remote receiving substantialsubsidies. This suggests that arationalisation of resource allocation,informed by the provision of more robustand granular data is urgently required. Thesystem of resource allocation is alsocontroversial for the disincentives itcreates particularly for congregations inlong-term vacancies,[13] and for the ways inwhich funds released by the sale of assets(e.g. as a result of a union) are notdistributed to areas of strategic priority.We recognise that there are tensionsamongst the local, the regional and thenational church but some balancing ofinterests and priorities needs to be moreclearly established.Kirk Sessions – Neither is the local churchfree of structural problems. Kirk Sessionsfunction as trustee bodies but again thenumbers are often too large to deliverproper oversight and executive control. Thesize of Kirk Sessions has historically beendetermined by the number of districtsrequiring pastoral care. This has producedbodies of 50+ persons in many places.Whether the ministry and mission of thechurch are best exercised by such largegroups spending significant amounts oftime servicing committees and visitingdistricts is at least an open question. Andwhether younger members wish to hold anoffice that is effectively for life is doubtful.Another correspondent suggested to usthat if prospective young elders were tosample a Kirk Session meeting and then beoffered the post for life, they would beunlikely to find this an attractiveproposition. We note that in otherchurches, for example the PresbyterianChurch of the USA, Kirk Sessions compriseonly those elected to serve for a fixed term,thus constituting much smaller andarguably more effective executive bodies atlocal level. A disproportionate amount oftime is arguably absorbed by the routinetasks of the eldership. This could bereleased for other activities and newinitiatives. We welcome the initiative of the



Legal Questions Committee in bringingforward new proposals to this end.121 George Street – there has muchdiscussion over the future of the buildingsthat currently house the church offices. Wehave received conflicting reports of thecost of necessary repairs, of decanting, ofsecuring alternative accommodation, andof the commercial viability of leasingsections of the building. The Commissionhas not taken a view on these mattersexcept to observe that i) the new trusteebody will require to take an informed viewon the future of the buildings and possiblealternatives at an early opportunity, ii) thatthis should be done through closeconsultation with the General Trustees, iii)that no decision should be taken untilthere is greater clarity on the future shapeand needs of the central organisation ofthe church and iv) that the wider culturalimpact on the organisation should beconsidered in this context. Accordingly, werecommend that the trustee body takessteps to carry out necessary repairs toensure that the organisation can continueto function in 121 at least for the short termbut that steps be taken to assess its longer-term viability. Further remarks from theTransformational Change report arerelevant in this context. ‘It was evidentfrom our visits to 121 and from numerouscomments received from SMT membersthat the existing building generalarrangement and infrastructure presentconsiderable challenges to creating anopen, collaborative workplace. Someexamples of close adjacencies betweenteams were reported to be extremelysuccessful. Most members, however, sawthe compartmentalised internal planarrangement, with distinct front and rearaccommodation blocks arranged overmultiple levels, as presenting barriers toeffective inter-team collaboration.’[14]

Outline of ProposalsThe focus of our remit is proper trusteegovernance, together with theidentification of, and proposals to embedin the Church's structures, key principles to

allow the General Assembly to prioritisethe work and resources of the Church. Sixmonths of meetings and investigation havemade us acutely aware of the need forwidespread reform, including a RadicalAction Plan.Proposal 1– A new body of trustees, to becalled the Assembly Trustees, should beestablished with effect from the end of theGeneral Assembly 2019. This body will actas the trustees of all funds held withinSC011053 whether restricted, designated orunrestricted. Trustees appointed byGeneral Assembly 2019 will retire in agradual process after one year, followingwhich appointment should take placethrough a transparent and inclusiveprocess of advertisement, application,recommendation and interview. Thisprocess should be designed to maximisethe diversity of the Trustee body fromamong all members of the Church and withthe necessary skills. The remit andresponsibilities of the new trustee body areset out in Appendix 1.Those trustees first appointed by theGeneral Assembly will be a transitionalbody who will make the necessaryappointment of a Chief Officer, establishgovernance systems which allow thetrustees to carry out their work properly,and provide assurance to the GeneralAssembly as to the manner in which theAssembly's strategies and priorities arebeing taken forward. From extensivediscussions with colleagues inside andoutside the Council of Assembly, we havereached the conclusion that the currentstructure has never been fit for purpose. Itscomposition has resulted in too large agroup, conflicts of interests on the part ofconveners and others in attendance, aconfusion of oversight with executivemanagement, and an inability to exerciseproper fiscal control over Councils andcommittees. Our view is that this new bodyrequires to take up post with immediateeffect to ensure a rapid response to a senseof crisis. This has multiple causes –financial, organisational and motivational.



Proposal 2 – Beyond the three-yeartransitional period, the trustee body shouldcomprise 12 members, to be appointed fora period of three years, including aconvener, vice-convener and administrativetrustee. Two further members will beappointed ex officiis, the Convener of theBusiness Committee of the GeneralAssembly and the Chair of the GeneralTrustees. We agree with the indication inour remit that a proper structure shouldensure that the Assembly can effectivelydirect prioritisation of work and resources.In order to achieve this, there must be truecollaboration between Councils (or theirsuccessors). This will be enhanced if thenew trustees are able to carry out the workwhich had been remitted to the Council ofAssembly of monitoring, evaluating, andco-ordinating the work of Agencies andCouncils and their wise use of resources.This can be achieved by the new trusteesfacilitating a rolling budgetary programmeand having oversight of all potentialreports and deliverances. The GeneralAssembly will then be able to set prioritiesupon the basis of a systematicallypresented set of options The AssemblyTrustees should determine for themselvesan appropriate sub-committee structure.All reports and deliverances to the GeneralAssembly should be transmitted to andscrutinised by the trustees prior to theirpublication. In our view, this will betterrepresent the way in which the trustees areintended to exercise broad oversight of thework of the charitable body. The newtrustee body should receive administrativesupport from within the organisation. Ourview is that c12 is the optimal figure for thetrustee body of our charitableorganisation. It should be sufficiently largeto incorporate the necessary skills and toreflect the breadth of the Church ofScotland. But it should be sufficiently smallto ensure that all its members participateactively in meetings and assumeresponsibility for establishing priorities andfor exercising oversight and coordinationof activities. The trustee body shouldcomprise people with skills in law, human

resources, finance, management,communications and theology, while alsoincluding members with extensiveexperience of leadership in the Church ofScotland. The need for proper coordinationwith the work of the General AssemblyBusiness Committee and the GeneralTrustees can be served by appointing theconveners of these bodies as trustees exofficiis. No employee of the Church ofScotland, full-time appointee of theGeneral Assembly, or other convenershould hold the position of trustee.Proposal 3 – A senior management teamshould be restructured to work closely withthe trustees, with delegated authority forthe discharge of functions from day to day.This will be led by a full-time Chief Officer– a new role – whose appointment shouldbe an urgent priority for the new trusteebody. The appropriate membership of andremit of the Senior Management Team willbe determined by the Trustees inaccordance with good managementpractice. We have given seriousconsideration to what a “leaner and fitter”management structure would look like.Conscious of the burden imposed by largemanagement spans and having consideredpractice in comparable organisations, webelieve that there may be an advantage in afurther new appointment to the SMT of aHead of Corporate Services. This postwould support the Chief Officer, takingmanagement responsibility for finance;human resources; communications; IT;estates and other central functions.Accordingly, we would invite the trusteesto consider this. During the interim periodfrom 1 June, we would recommend that thecurrent Acting Secretary to the Council ofAssembly continue in his role with respectto organisational oversight, working underthe authority of the new trustee body.From a range of conversations, we havereached the conclusion that the currentsenior management team is neithersufficiently clear of its role nor sufficientlyempowered to act as an executive body.This is confirmed again by the



Transformational Change Report. Clearerdelegations of responsibility andaccountability need to flow from thetrustee body through the SeniorManagement Team to the rest of theorganisation. In particular, this mustinvolve greater management oversight,support and development of staff andcontrol over budgets, expenditure andimplementation of the strategic aims ofthe trustee body as approved by theGeneral Assembly. This model functionswell in many other charitable bodies andpartner churches; it should be followedwithin the parameters of our Presbyterianform of church government.In addition, the trustees will be served byone of their own number to act as theAdministrative Trustee. With appropriatesupport from a staff member in the centralorganisation, the Administrative Trustee,among other matters, shall make allnecessary arrangements for meetings ofthe Trustees and the work to be covered bythem, work closely with the Convener,Vice-Convener, and the Chief Officer toensure that all proper governancemeasures are implemented and to ensurethat trustees are given appropriatetraining.Proposal 4 – There should a reduction in thenumber of Councils, with a view to theformation of two groupings. The followingmodel is suggested, though we recognisethat further internal discussion is requiredwith a view to the Assembly Trusteesbringing a set of recommendations toGeneral Assembly 2020. The MinistriesCouncil and the Mission and DiscipleshipCouncil might merge to form one ‘inwardfacing’ body with responsibilities for theresourcing of ministries, the upbuilding ofthe congregations of the Church ofScotland and the envisioning of Christianmission in Scotland. The World MissionCouncil and the Church and Society Councilmight merge to form one ‘outward facing’body that will facilitate the overseas workof the Church of Scotland together withthe task of bearing Christian social witness

at home and overseas. These newgroupings could provisionally be named theMinistries and Mission Group, and theChurch in the World Group. Werecommend abandoning the nomenclatureof ‘Councils’ to signify more clearly thedistinction between the trustee body andthose groupings within the centralorganisation of the Church that in futurewill become more accountable to thetrustees in terms of strategy and reporting,and through the trustees to the GeneralAssembly. But, once formed, these newgroupings should feel free in due course topropose alternative designations to theGeneral Assembly that reflects their remit.Admittedly, the terms ‘inward facing’ and‘outward facing’ are not altogether happy.The task of equipping ministers andcongregations for mission clearly has anoutward role, while much that isundertaken with respect to Scotland, theUK and the wider world has a reference tocongregations, their witness and theirpartnerships with other churches andagencies. And the ecumenical work of theChurch of Scotland will have ademonstrable locus in both bodies.Nevertheless, the integration of theseCouncils into two units has sufficientrationale to enable greater coordinationand economies of scale to take placewithout loss of vision or vital activities. Ifwe can ensure that there is sufficientcooperation and alignment withorganisational priorities, then these twogroupings can be made to work for thegood of the whole church. Our view is thatthe location of Ecumenical Relations, theTheological Forum, and the Inter-FaithOfficer should be considered in light of thisnew configuration with a view todeveloping closer links, more efficientworking and a coherent governance model.Consideration should also be given to othergroupings within the organisation. Forexample, we are aware of the importantwork of the Guild and would recommendthat the trustees seek to identify any waysin which it can be best included in any newgovernance arrangements. To develop



close links between these new groupingsand the Assembly Trustees, we envisage‘liaison trustees’ being appointed, fromamongst the trustees, to work alongsidethe group leadership.A fusion of four Councils into two groupsshould enable economies of scale,avoidance of duplication and competition,reduction of central staff numbers, moreeffective working across the organisationand devolution of some functions to largerPresbyteries. These Council mergers havebeen mooted for some years with theintention of creating one internallyfocussed and one externally focussedgroup. Now is the time to bring about thisreorganisation.The Panel on Review and Reform wasestablished by the Church Without Wallsreport in 2001. Its remit has fallensomewhat uncertainly between those ofother bodies, e.g. the Council of Assemblywhich is responsible for strategy and bothMinistries and Mission and Discipleshipwhich have initiated new programmes inministry and mission in the interveningyears. Our view is that a place will need tobe found for the wider strategic thinkingundertaken by the Panel, particularly in acomparative context, but that this can bedone on an occasional basis either by thetwo new groupings or by an ad hoc workinggroup of the trustee body. In thisconnection, we have also come to the view,following Doug Gay, that the Churchrequires a research facility in order togenerate accurate data and informedanalysis across a range of activities. Thiscould be based within the new Ministriesand Mission Group. Accordingly, the Panelon Review and Reform can now bedischarged not with disregard to theimportance of its remit but with the intentof embedding and strengthening its workvia other bodies.Social Care faces formidable challenges,already alluded to above. Our view, whichappears already to be widely shared, is thatCrossreach needs to become a moreautonomous body both in terms of its

finance and governance. The different andspecialist nature of its activities will requirethis, while the need to reach a positioncloser to financial sustainability isapparent. A positive relationship with theChurch of Scotland should be maintainedbut in a way that is financially prudent inthe longer term. The Social Care Councilshould become the Social Care Committeeand be instructed, in line with the RadicalAction Plan, to forge a new identity forCrossreach as a self-sustaining ‘arms-length’ body. The Social Care Committeeshould bring a series of recommendationsin those terms to the General Assembly of2020.Proposal 5 – The new trustee body shouldseek within one or two years a reduction inthe costs of the central administration ofSC011353 by c20–30%. This figure isindicative only, but our initial judgement isthat it needs to be of that order for costsavings that will prove commensurate withthe steady decline in the size of ourmembership and the subsequent impact onincome. To oversee this process oftransition, expertise in organisationalchange management should be secured,where necessary, by the trustees. Thismight be on a fixed-term basis: again, theprecise nature of this appointment is amatter for the trustees, working with thenew Chief Officer. A simultaneous reviewof the pay grade scheme should be also beundertaken. We understand that this isnow overdue and that significantanomalies require to be tackled. A time ofadministrative re-organisation will providean opportunity for this work to beadvanced.There has been recent growth in thenumber of posts created within the centralcommittees and Councils. This number isunsustainable for a membership shrinkingin size by c4% each year and withcongregational income likely to decline.Furthermore, the need to create fewer andbetter resourced Presbyteries will require aslimming down of the central organisationand a redistribution of resource to the



regions. Steps to reduce central costsshould be undertaken as an immediatepriority by the new trustee body. To beeffective this programme will need toconsider functions essential for compliancewith charities law, the core business of theChurch, ways in which some activitiesmight devolve to larger Presbyteries (forexample, support with mission, buildings,finance, and human resources). Otheractivities should be re-evaluated in relationto the shrinking size of the Church,increasing financial constraints, and aclearer understanding of the Church’spriorities.Proposal 6 – The Assembly ArrangementsCommittee should become the BusinessCommittee of the General Assembly toform a body of 12 members – see Appendix2.The newly formed Business Committeeshould report in 2020 on ways in which theAssembly can become smaller, of shorterduration, and more cost effective. To thisend, the 2020 Assembly should be largelydevoted to issues of governance, financeand the articulation of strategic prioritiesfor the whole church. Reports anddeliverances from Councils should be keptto a minimum during this transitional year.Following merger, the two new groupingsshould be tasked with identifying ways inwhich committee membership can besignificantly reduced as a cost savingmeasure.The General Assembly should also bereduced in size and duration to reflect thesmaller membership of the Church ofScotland and to produce a more effectiveforum for discussion and decision making.Models from other Reformed churchescould be compared for the sake ofenvisioning a more adequate form ofchurch government which bettercoordinates central, regional and localchurch structures. In particular, a new wayof enabling Presbyteries to report to theGeneral Assembly should be considered –as mentioned above, we understand that

the Legal Questions Committee is alreadyengaging with this taskThe Commission judges that the newtrustee body should have a more centralrole at the General Assembly than theCouncil of Assembly, which has too oftenfound that it is by-passed by other Councilsand thus marginalised at key moments. Forexample, it is anomalous that the Councilof Assembly often lacks advance notice ofreports and deliverances of othercommittees and Councils prior to theirsubmission for publication. Ourrequirement is that all reports anddeliverances now be transmitted to thetrustees via the Senior Management Teamand scrutinised prior to publication.Deliverances and reports should besignificantly reduced in length in theinterests of efficiency, accessibility andcost savings. The presence of trustees ascommissioners will also ensure betterknowledge of Assembly business, improvedchannels of communication, and increasedaccountability. Responsibility for Heart andSoul should be remitted to the Ministriesand Mission grouping.Through much of our consultation process,we have been struck by the adversecomments on the size of Councils andCommittees. These large bodies generatesignificant amounts of staff administrativetime and costs in terms of time and travel.Our view is that these bodies would be atleast as efficient if contracted in size withsavings also generation. To ensuresufficient expertise for the expediting ofbusiness, Committees should continue tohave powers to co-opt members. Werecommend that the eventual mergedgroupings review their committeestructures with a view to achieving asignificant reduction in numbers, whereverpossible.ConclusionThe Commission submits these proposalsto the Church, conscious of their far-reaching consequences. These are alignedwith previous analyses and reports,together with much of what we have



learned through the consultation process.It is clear to us that the status quo is notsustainable and that vital changes areimmediately required for the welfare of thewhole Church and the proper stewardshipof its resources. Frequently, we have beenurged to be bold and radical in ourproposals. In that spirit, we offer thisreport and its recommendations to theGeneral Assembly.

In the name of the CommissionDavid Fergusson, Convener

Sarah DavidsonJames McNeill

Morag RossAppendix 1

CONSTITUTION AND REMITOF THE

CHARITY TRUSTEES OF THE CHURCH OFSCOTLAND,

(the Unincorporated Entities),SCOTTISH CHARITY NO SC011353

Introduction1. The Charity Trustees of the Church of

Scotland, (the UnincorporatedEntities) Scottish Charity No.SC011353 (the “Charity”) are knownas the “Assembly Trustees”.

2. The general work of the Church ofScotland (the “Church”) beyond thelocal spheres of Congregations andPresbyteries is directed andcontrolled by the General Assemblyof the Church (the “GeneralAssembly”) through standingcommittees appointed for thepurpose. By Deliverance of theGeneral Assembly made on 17 May2004, the Council of Assembly (the“Council”) was established, witheffect from 1 June 2004, as such astanding committee of the GeneralAssembly, to which it is directlyaccountable and to which it isrequired to report annually.

3. Following upon the coming into forceof the Charities and TrusteeInvestment (Scotland) Act 2005 (asp10) (the “2005 Act”) the Church isrecognised as a Designated ReligiousCharity, Scottish Charity No.SC011353. By Deliverance of theGeneral Assembly those members ofthe Council appointed by the GeneralAssembly together with thosemembers of the Council holdingoffice as Conveners of the six majorCouncils of the Church (the“Conveners” ) were appointed to actas the Charity Trustees and, as suchTrustees, to have general control andmanagement of the assets of theunincorporated Councils andCommittees of the Church (the“Unincorporated Entities”).

4. The assets of the Charity are thoseheld for the Unincorporated Entitiesand include the assets of the Churchof Scotland Housing and Loan Fundfor Retired Ministers and Widowsand Widowers of Ministers. OtherChurch assets are held by the GeneralTrustees, Scottish Charity SC014574,the Church of Scotland InvestorsTrust, Scottish Charity SC022884 andthe Church of Scotland Trust,Scottish Charity SC020269 (together,the “Statutory Corporations”).Church assets are also held locally byindividual trustees on behalf ofCongregations or by Presbyterytrustees on behalf of Presbyteries.



5. In practice it has been found that (a)because much of the remit of theCouncil involves acting in anexecutive capacity as regards theday-to-day management of the workof Councils and committees, it isimpractical for a body of volunteertrustees to accomplish such workwithout dedicated executive support(with the result that what should bethe principal role of exercisingoversight and coordination ofactivities suffers) and (b) theinclusion as Charity Trustees of theConveners (as members of theCouncil) have not been conducive togood governance and managementof the Charity’s assets.

6. This deed therefore makes newprovision as to the constitution,powers and duties of the AssemblyTrustees, reconfirms the charitablepurposes, makes specific provision asto the nature of the matters to becarried out by the Trustees andconfirms the extent to which day today management of the work of theGeneral Assembly’s standingcommittees is to be carried out underthe aegis of the Assembly Trusteesand as part of the remit to them.

Trustees7. As from the date of their

appointment by the GeneralAssembly the first Assembly Trustees(the “Trustees”) shall be [ here takein the names of those individualsfirst appointed by GeneralAssembly 2019]. [name] shall be thefirst Convener. [name] shall be thefirst Vice Convener. [name] shall bethe first Administrative Trustee.

8. The Trustees shall be members of theChurch.

9. Trustees shall hold office for a termof three years, renewable for onefurther term only, whether

consecutive or not; provided that, asregards the Trustees first appointed,one third in number shall serve for aterm of one year only, non-renewable for a consecutive term,one third in number shall serve for aterm of two years only, non-renewable for a consecutive term,and one third in number shall servefor a term of three years only, non-renewable for a consecutive term.The Trustees first appointed shall beeligible to serve a second term, non-renewable, after an interval of threeyears.

10 The appointment of a new Trusteeupon the occurrence of a vacancy byreason of death, resignation orotherwise, and any re-appointment,shall be determined by the Trustees,subject to approval by the GeneralAssembly, through the adoption of apolicy such as that set out inScheduleA below. There shall betwelve appointed Trustees except intime of vacancy. In addition toappointed Trustees the Convener ofthe Business Committee of theGeneral Assembly and the Chair ofthe General Trustees of the Churchof Scotland shall be Trustees byvirtue of office.

11. Up to one half of the Trustees may beministers and deacons of the Church.No employee of the Church and nomember of any Agency will beeligible for appointment as a trustee.

12. There shall be a Governance Group asprovided for in Schedule B below.

13. There shall be a Convener, ViceConvener and AdministrativeTrustee, chosen as provided for inSchedule C below.

14. A Trustee will automatically cease tohold office if: -



a. he or she becomes incapablefor medical reasons of carryingout his or her duties as acharity trustee – but only ifthat has continued (or isexpected to continue) for aperiod of more than sixmonths; or

b. he or she gives to the Convenera signed notice of resignation;or

c. he or she is removed fromoffice following the procedureset out in paragraph 15 andSchedule B below.

15. If it appears to the Convener, ViceConvener or Administrative Trusteethat a trustee may be in materialbreach of her or his duties as aTrustee or if a complaint is made byanother Trustee or by an interestedparty alleging such a breach, theAdministrative Trustee (or, ifnecessary, another Office Bearer)shall report the matter to theTrustees’ Governance Group at thefirst reasonable opportunity, withoutnaming the Trustee, with a requestthat the Governance Group take suchsteps as are appropriate within theprovisions of Schedule B below. Uponsuch an occurrence, the Trustee inquestion shall have the rights andobligations set out in that Schedulein addition to all other rights andobligations at law.

16. In all aspects of their work asTrustees, each of the Trustees shallbe indemnified by the Church inrespect of any liability incurred asone of the Trustees arising from actsor omissions save where a Trusteehas acted in a breach of trustamounting to wilful default orrecklessness.

Charitable Purposes17. In accordance with the Declaratory

Articles and Act of Assembly V of2010, the Trustees shall hold theentire heritable and moveableproperty, assets, securities,investments and income held by orfor the Charity (the “CharitableEstate”) for the following objects:1) to offer Christian worship,

fellowship, instruction, missionand service;

2) to bring the ordinances ofreligion to the people in everyparish of Scotland through aterritorial ministry;

3) to labour for the advancementof the Kingdom of Godthroughout the world.

18. In doing so the Trustees -a. shall seek to build and

strengthen local congregationsas centres of worship, carenurture, service, witness andmission;

b. shall promote, in partnershipwith other churches, theministry and mission of theChurch throughout all ofScotland, with particularreference to its poorest andmost remote areas;

c. shall support the work ofecumenical bodies and otheragencies in Scotland andelsewhere in the world; and

d. may make such provision ofsupport, if any, to othercharitable bodies having similaraims as those foregoing, asmay seem appropriate in acommon pursuance of theforegoing objects.

19. As regards the investments andincome held by or for the Trustees as



part of the Charitable Estate, theTrustees shall have sole and absoluteauthority to give instructions to theChurch of Scotland Investors Trust asto the management of and dealingwith those assets, declaring that theTrustees shall maintain, and inconsultation with the GeneralTreasurer keep under review, a list ofnominated persons by whom suchinstructions may be given.

Work of the TrusteesGovernance20. The Trustees shall exercise the

supervisory function required by theChurch's Designated ReligiousCharity status; in particular, theyshall –a. maintain a Code of Conduct for

the Trustees adhere to it andsupervise compliance with thatCode by all Trustees;

b. maintain a Code of Conduct forall Agencies, adhere to it andsupervise compliance with thatCode by all members of suchAgencies;

c. carry out the work oftrusteeship in accordance withthe provisions of Schedule Cbelow; and

d. maintain and implement suchinternal audit functions andrisk management strategies asappear to the trustees, uponproper advice, to beappropriate.

21. The Trustees shall liaise with thePrincipal Clerk of the GeneralAssembly (the “Principal Clerk”) asnecessary and in particular insofar asthe work required in that postinteracts with the work of theTrustees. The Trustees shall requestthe Principal Clerk to attend suchparts of such meetings of the

Trustees as appear to the Trusteesand to the Principal Clerk to beappropriate; but without thePrincipal Clerk being entitled toparticipate in any vote or other formof determination by the Trustees.The Solicitor of the Church shallattend meetings for the purpose ofgiving such advice as may benecessary on the legal implications ofmatters being discussed.

22. The Trustees shall have oversight ofthe work of the Agencies and shallseek to ensure that the use andproposed use by the Agencies of theCharitable Estate is in accordancewith the policies, priorities andstrategic objectives of the GeneralAssembly and the Financial Strategyof the Trustees.

23. The Trustees shall approve thereports to the General Assembly ofall Agencies and others prior tosubmission; and shall ensure thatsuch reports are submitted in draftto the Senior Management Teamnolater than four weeks prior to anyprinting deadline required forsubmission to the General Assembly.Before approving reports forsubmission to the General Assemblythe Trustees shall discuss withAgencies any apparentinconsistencies with the policies,priorities and strategic objectives ofthe General Assembly, with theFinancial Strategy of the Trusteesand as between or among reports ofvarious Agencies.

24. The Trustees shall attend the sittingsof the General Assembly inaccordance with such arrangementsas are put in place through theBusiness Committee of the GeneralAssembly.



Powers25. In carrying out their work in terms of

this constitution the Trustees havepower to do all such things as arenecessary or incidental to theattainment of the CharitablePurposes.

26. In particular, the Trustees shall haveall powers necessary to put intoeffect the matters hereinafterspecified and set out in Schedules A,B, C and D below.

27. At a meeting of the Trustees atwhich the appropriate quorum (asset out in Schedule C below) ispresent, those Trustees present mayexercise all powers exercisable by theTrustees.

Duties28. The Trustees shall seek to ensure the

implementation of the policies,priorities and strategic objectives ofthe General Assembly throughworking with the Agencies to achievea collaborative approach to thenurturing of the people of the Churchin their witness, worship and serviceand through assisting the GeneralAssembly to determine strategy forthe Church.

29. Upon the appointment of theTrustees first appointed –a. the Trustees shall, as soon as

practicable after appointment,consult with the respectiveConveners of the Church andSociety, Ministries, Mission andDiscipleship, and WorldMission Groups as to the mosteffective and efficient mannerin which the work of theMinistries Group and that ofthe Mission and DiscipleshipGroup, and the work of theWorld Mission Group and that

of the Church and SocietyGroup are to be carried out intwo new groupings;

b. the Trustees shall as soon aspracticable after suchconsultation, require theConveners of the Ministries,Mission and DiscipleshipGroups and, separately, theWorld Mission and Church andSociety Groups to report to theTrustees within two monthswith proposals from eachcombined Group as to:i. a proposed name for

their combined Group;ii. an appraisal of those

parts of the work of theirformer Councils whichshould be carried out byPresbyteries, those partswhich should be carriedout by the combinedGroup and any partswhich it is no longernecessary to carry out;

iii. a proposed remit fortheir combined Group;

iv. a reasoned proposal forthe number of membersfor their combinedGroup; and

v. a reasoned proposal as towhich areas of work ofthe combined Groupsmight most convenientlybe carried out throughspecial task groups orworking parties;

c. the Trustees shall, within onemonth of receipt of thoseproposals and after suchfurther consultation as theTrustees deem appropriate,determine upon the



appropriate name, division ofwork, remit and number ofmembers of each combinedGroup; and

d. the Trustees shall, within onemonth of such determinations,issue appropriate guidelines tothe combined Groups as to themanner in which the combinedGroups are authorised to carryout work through special taskgroups or working parties andthe parameters which are to beapplied to such an approach.

Administration of the work of the Trustees30. The Trustees shall appoint one of

their number as the AdministrativeTrustee to carry out the work set outin Schedule E below, or otherwise asthe Trustees shall determine, and toliaise with the Chief Officer, theGeneral Treasurer and, whennecessary, the Principal Clerk, as tothe proper conduct of theadministration of the Charity. Incarrying out this work, theAdministrative Trustee shall beassisted by the Solicitor of theChurch.

Finance and Stewardship31. The Trustees shall oversee the work

of the General Treasurer incontributing to the fulfilling of thework of the Church by maintaining astrategic overview in the delivery offinance, accounting and supportservices, in being responsible to theTrustees for budgetary control, in co-ordinating an appropriate approachto financial services which are of astrategic nature, in carrying out thework of day-to-day oversight of theprovision of an effective treasuryfunction and in overseeing thesupport of human resources, IT andcommunications.

32. The Trustees shall ensure thatChurch resources are used wisely andeffectively and in accordance withthe policies, priorities and strategicobjectives of the General Assembly;and in particular, they shall –a. adhere to the policies, priorities

and strategic objectives of theGeneral Assembly;

b. adopt, maintain and keepunder review a FinancialStrategy;

c. after each General Assembly,review as necessary whetherpotential expenditure shouldbe categorised for the purposeof identifying prioritisation ofexpenditure;

d. after each General Assembly,review as necessary theappropriate prioritisation ofexpenditure;

e. maintain and, after eachGeneral Assembly, review asnecessary a set of BudgetPrinciples to be applied indeterminations in accordancewith the provisions of ScheduleD;

f. maintain, and in consultationwith the Church of ScotlandInvestors Trust subject to aperiodic review, an appropriateInvestment Policy as regardsinvestments held as part of theCharitable Estate;

g. maintain, and in consultationwith the Agencies subject to aperiodic review, an appropriateScheme of Financial Delegationsuch as that set out in ScheduleF below to be followed by theAgencies;

h. maintain, and in consultationwith the Agencies subject to a



periodic review, an appropriateScheme of General Delegation;

i. maintain, and in consultationwith the finance committees ofthe Agencies subject toperiodic review, an appropriateProcurement Policy to befollowed by the Agencies;

j. set appropriate standards offinancial management forAgencies and to overseecompliance;

k. supervise and assistPresbyteries and congregationsin adhering to financialstandards required by charitylaw and by the GeneralAssembly and to overseecompliance;

l. oversee the provision offinancial management servicesfor the Agencies, as agreedfrom time to time for theStatutory Corporations;

m. determine policy in relation tothe teaching and promotion ofChristian stewardshipthroughout the Church and toensure adherence; and, inparticular they shall –i. provide support to

Presbyteries andcongregations in thepromotion ofstewardship with a viewto generating sufficientincome to resource theworship, mission, nurtureand service of theChurch; and

ii. make proposals to theGeneral Assembly as toappropriate policy inrelation to Ministries and

Mission Contributionsfrom congregations, and,subject to Regulations tobe approved by theGeneral Assembly, todetermine withPresbyteries theMinistries and MissionContributions requiredannually fromcongregations.

33. The Trustees shall maintainbudgetary control of the use of theresources of the Charity; and inparticular they shall –a. determine in accordance with

the provisions of Schedule D,for each calendar year, thefinancial provision (includingcontingency allowances) to bemade available for the work ofeach Agency and shall ensurethat funds are made availableto each Agency to meet theprovision determined upon;

b. prepare, approve and presentannually to the GeneralAssembly an indicative RollingBudget and outline FinancialPlan for the following fiveyears;

c. prepare, approve and presentannually to the GeneralAssembly the audited AnnualReport and FinancialStatements of theUnincorporated Entities; and

d. ensure the maintenance byAgencies and any other budgetholders of proper accountingrecords including those forfinancial transactions andpayroll matters together withmanagement accounts.

34. For the financial year 2020, theTrustees shall determine a final



budget for that year no later than 1December 2019.

35. For the financial years 2021 andfollowing, the Trustees shallcommence work by 31 August 2019on the development of the budgetfor that year and beyond under thearrangements set out in Schedule D.

36. The Trustees shall recommend to theGeneral Assembly the total amountof the Church’s Co-ordinated Budgetfor the Parish Ministries Fund and theMission and Renewal Fund for thefollowing financial year; and shalldetermine the allocation of thebudget for the Mission and RenewalFund among the relevant Agencies.

37. The Trustees shall develop andmaintain a Reserves Policy; and, inparticular, they shall make specialprovision for the funding of Fundssuch as the Go For It Fund and of anyGrowth Fund approved by theGeneral Assembly. The Trustees shallmaintain oversight of the work ofsuch Funds to ensure that theCharitable Estate is deployed inaccordance with the CharitablePurposes set out above.

38. The Trustees shall receive anddistribute the income or capital ofunrestricted legacies and donationsamong the Agencies at such timesand in such proportions as to theTrustees shall seem appropriate, withpower to specify the use to whichthese funds are to be applied.

39. The Trustees shall have regard to theconclusions of the 2018-2019 reviewof Funds which seeks to identifywhether Funds are subject torestrictions as to the uses to whichsuch Funds may be put and, if so, asto the proper interpretation of suchrestrictions. As regards Funds inrespect of which there is no suchrestriction (“Unrestricted Funds”),

the Trustees, if they consider it to beappropriate for the work of theChurch, may, following uponconsultation with the Agency orAgencies affected, reallocate suchportion as they determineappropriate of any UnrestrictedFunds for the time being held onbehalf of any of the Agencies, to thework of another Agency or Agencieswith power to specify the use towhich the same are to be applied.The Trustees shall carry outsubsequent reviews at intervals offive years with the aim of ensuringthat Funds are allocated inaccordance with the agreed prioritiesof the General Assembly.

40. The Trustees shall maintain a registerof Funds held by them in respect ofwhich the terms of the donationindicate a restriction as to the uses towhich such Funds may be put(“Special Funds”) together with astatement of the terms of therestriction. They shall monitorwhether the nature of the restrictioncontinues to provide a suitable andeffective method of achieving theobjects of the Charity. If, in theopinion of the Trustees, having takenappropriate advice, the nature of therestriction does not provide asuitable and effective method ofachieving the objects of the Charity,they shall seek to have the restrictionremoved.

41. The Trustees, as confirmed in theConstitution of the Church ofScotland Housing and Loan Fund forRetired Ministers and Widows andWidowers of Ministers, havingsupervisory duties in respect of thatFund, shall monitor the extent towhich that Fund continues to providea suitable and effective method ofachieving the objects of the Fund. Inthe event that the Trustees conclude,in consultation with the trustees of



that Fund, that the purposes of thatFund provide a use for only part of itsassets, the Trustees, together withthe Fund’s trustees, shallrecommend to the General Assemblythat they apply to the CharityRegulator for a reorganisationscheme in order that such part of theFund’s assets as may be deemedappropriate may be applied to bettereffect for charitable purposesconsistently with the CharitablePurposes set out in paragraphs 17 and18 above; and in the event ofapproval being given by the GeneralAssembly, the Trustees shall makesuch application.

42. The Trustees shall determineannually the stipend rate, havingregard to the recommendation of theappropriate Agency; underdeclaration that any Trustee inreceipt of either a salary or stipendfrom the Parish Ministries Fund, ormarried to or the civil partner of sucha person shall be excluded fromdeliberation or voting on thatdetermination.

43. The Trustees shall determine thetypes and rates of expenses whichmay be claimed by members servingon Agencies.

Operational oversight and Strategy44. The Trustees shall employ a Chief

Officer to ensure that thedeterminations of the Trustees areenacted efficiently in order topromote the ministry and mission ofthe Church, and to ensure theeffective management of staff andresources. The duties of the ChiefOfficer shall include facilitation ofthe development and enhancementof joint working between and amongthe Agencies, strategic oversight ofthe administration of the work of theAgencies, and workingcollaboratively with the PrincipalClerk.

45. The Trustees shall arrange with theChief Officer the institution andmaintenance of a SeniorManagement Team to be convenedby the Chief Officer on a regular basisin order to ensure that there isoversight of any emerging issues,effective co-ordination of the workof the Agencies of the Church, andcollective leadership of the staffbody. The constitution and remit ofthe Senior Management Team, shallbe determined by the Chief Officerafter consultation with the Trustees.

46. In seeking to achieve a collaborativeapproach to the nurturing of thepeople of the Church, the Trusteesshall meet with Agencies and mayestablish working groups with themto reflect on the best practices to beadopted.

47. In exercising general oversight of thework of the Agencies the Trusteesshall appoint liaison Trustees foreach Agency (the “Liaison Trustees”).Liaison Trustees shall workcollaboratively with their Agency tounderstand the development of theAgency’s work.



48. The Trustees shall oversee theimplementation of any broadframeworks as from time to timedetermined upon by the GeneralAssembly.

49. The Trustees shall makerecommendations to the GeneralAssembly on the relative priority ofwork being undertaken by its variousAgencies.

50. The Trustees shall keep under reviewthe central administration of theChurch, with particular regard toresolving issues of duplication ofresources.

51. The Trustees shall makerecommendations to the GeneralAssembly on matters ofreorganisation and structuralchange, including adjustments to themembership and remits of relevantAgencies.

Vision52. The Trustees shall encourage vision

among the members and theAgencies of the Church so as toenable the emergence of ministriesto meet the needs of the people ofScotland.

53. The Trustees may establish workinggroups to facilitate strategic thinkingon vision with power to co-optmembers.

Staffing, Management andCommunications54. The Trustees shall consult with

Agencies on matters ofmanagement, resourcing andorganisation; and as and whenrequired shall offer guidance toAgencies or issue instructions.

55. The Trustees shall, in consultationwith Agencies determine theirstaffing and resourcingrequirements, including inter-

Departmental sharing or transfer ofstaff, in line with priorities approvedby the General Assembly and anypolicies drawn up by the Trustees; itbeing declared that the term “staff”shall not include those directlyemployed by the Ministries Council,the Social Care Council and theWorld Mission Council or by theirsuccessor bodies.

56. The Trustees shall consult with therelevant Agencies in theirappointment of senior staff. TheTrustees, after appropriateconsultation, shall appoint theEcumenical Officer, InterfaithOfficer, the Head of Stewardship, theHead of Communications and theHead of Human Resources. TheTrustees, in consultation with allother relevant persons shallnominate individuals to the GeneralAssembly for appointment to theoffices of Principal Clerk of theGeneral Assembly, Depute Clerk ofthe General Assembly, GeneralTreasurer and Solicitor of the Church.

57. The Trustees shall act as one of theemploying agencies of the Church inrespect of corporate service staff andshall assume and exercise the wholerights, functions and responsibilitiesof the former Central ServicesCommittee in that regard.

58. The Trustees shall have responsibilityfor determining the terms andconditions of the staff for which it isthe employing agency.

59. The Trustees shall ensure that propersalary provision, terms andconditions are adhered to by allAgencies and that salary scales arekept under review when necessary.

60. The Trustees shall have responsibilityfor policy matters relating to DataProtection within 117–123 GeorgeStreet, Edinburgh (the “Church



Offices”) and with respect toAgencies based elsewhere.

61. The Trustees shall oversee thedelivery of central services todepartments within the ChurchOffices, to Agencies and, whereappropriate, to the StatutoryCorporations, Presbyteries andCongregations namely -(i) Those facilities directly

managed by the FacilitiesManager;

(ii) Information Technology(including the provision ofsupport services to PresbyteryClerks);

(iii) Human Resources;(iv) Legal Services (as delivered by

the Law Department andsubject to such oversight notinfringing principles of legalprivilege);

(v) Property Services.62. The Trustees shall oversee the

development and implementation ofany Communication Strategy acrossthe Church.

63. The Trustees shall oversee andmanage any major reputationalopportunities and risks for theChurch, working with such Agenciesas may be appropriate.

64. The Trustees shall oversee effectivecommunication with members andcourts of the Church, encouraginggood practice.

Property and contracts65. The Trustees shall facilitate strategic

property planning across theAgencies to ensure that the best useis made of the property portfolio.

66. The Trustees shall consider anddecide on proposals from Agencies topurchase heritable property or anyother asset valued in excess of£50,000 or lease any heritableproperty where the annual rental isgreater than £25,000 per annum. NoAgency, except as provided for inparagraph 72 below, shall purchaseor lease such property without priorapproval from the Trustees.

67. The Trustees shall consider anddecide on proposals from Agencies,except as permitted in paragraph 72below, to sell or lease for a period inexcess of five years or otherwisedispose of any heritable property, orto sell or otherwise dispose of anyasset valued above £50,000, held byor on behalf of that Agency. TheTrustees shall have power to allocateall or part of the sale or leaseproceeds to another Agency orAgencies.

68. The Trustees shall consider anddecide on proposals from Agencies toenter into an agreement or contractfor receipt of goods or services (withthe exception of contracts ofemployment or those relating toproperty transactions) with a totalactual or potential financialcommitment in excess of £50,000.No Agency, except as provided for inparagraph 72 below, shall proceed toenter into such an agreement orcontract without prior approval fromthe Trustees.

69. Title to the Church Offices shall beheld by the Church of ScotlandGeneral Trustees for behoof of theTrustees.

70. The Trustees shall be responsible forthe proper maintenance andinsurance of the Church Offices.



71. The Trustees shall be responsible forpolicy matters relating to Health andSafety within the Church Offices.

72. For the avoidance of doubt,paragraphs 66, 67 and 68 shall notapply to the Church of ScotlandGeneral Trustees and the Church ofScotland Housing and Loan Fund forRetired Ministers and Widows andWidowers of Ministers both of whichmay deal with heritable property andother assets without the approval ofthe Trustees.

Interpretation73. The terms “Agency” and “Agencies”

mean the following bodies beingStanding Committees of the GeneralAssembly, namely:1. the following Groups: Church

and Society, Ministries, Missionand Discipleship, Social Care,World Mission; and

2. the followingCommittees: AssemblyArrangements, Chaplains toHer Majesty’s Forces,Ecumenical Relations, LegalQuestions, Panel on Reviewand Reform, Safeguarding,Theological Forum, InterfaithPrograms.

74. “Fund”, except where used as part ofa named Fund other than“Unrestricted Fund” and “SpecialFund”, means a financial unit,comprising investments or a sum ofmoney or both, held as a separatecomponent part of the CharitableEstate, and identified by reference tothe name of a donor, to a particularuse or purpose or to use by anAgency or Agencies.

75. “Go For It Fund” means the Fundestablished in 2012 as part of theMinistries Council of the Church.

76. “Growth Fund” means any Fundestablished by the General Assemblyto be set apart for community andparish development.

77. “Trustee” and “Trustees”, for theavoidance of doubt, mean allTrustees, including thoseparticipating by virtue of office.

SCHEDULE APOSSIBLE SCHEME FOR APPOINTMENT

OF TRUSTEES1. When it becomes necessary to

appoint a Trustee, the process shallbe transparent and competencybased and shall be of the followingnature:a. The Trustees shall identify the

requisite and desirableexperience and skills to fill thevacancy. In particular:i. Trustees should possess

an understanding of thelife and culture of theChurch and of Scotland’scontemporary cultureand should be committedto developing the visionand mission of theGeneral Assembly; and

ii. the expertise of theTrustees must includefinance, humanresources, management,communications, civillaw, strategic planningand theology.

b. The vacancy shall be advertisedand circulated as the Trusteesdetermine; such circulation toinclude Presbyteries,Congregations and theNomination Committee. Theadvertisement and circulationshall confirm that applicants



must be members of theChurch and that no employeeof the Church and no memberof any of the Agencies areeligible for appointment as atrustee.

c. All applications shall be siftedby the Trustees according tothe required criteria and anappropriate number shall beinvited to interview.

d. Interviews will be conducted bya panel of the Trusteesaccording to such process ofexamination of the skills,experience and suitability fortrusteeship as the Trustees,guided by the Head of HumanResources (who shall attend asa non-voting member of thepanel), shall determine.

e. The panel shall report to theTrustees, who shall consultwith the NominationCommittee as to anycomments which theCommittee wish to make onthe panel’s recommendationsfor appointment;

f. any appointment shall be madeby the Trustees, subject toapproval by the GeneralAssembly. In proceeding todetermine an appropriateappointment the Trustees shallhave regard to the need to seekdiversity among the Trustees;and

g. Following acceptance ofappointment, a new trusteeshall be given an appropriateinduction into each of thefacets of Charity trusteeship.The induction process shall bedetermined upon by theTrustees after consultation

with the Solicitor of theChurch.

2. The Chief Officer shall take no part inthe process of recruitment orappointment of Trustees.

3. When the term of office of a Trusteehas been completed and the Trusteeis willing to serve a second term, theTrustees shall renew theappointment without discussionunless the Trustee has failed toparticipate fully in the work of theTrustees. In the event that a Trusteehas failed to participate fully in thework of the Trustees, the Convenerof the Trustees shall meet with theTrustee to establish why that failurehas occurred and how it might beavoided in the event ofreappointment. The Convener shallreport to the remaining Trusteesafter such discussions and theConvener and the remaining Trusteesshall decide whether to reappoint theTrustee.

SCHEDULE BTRUSTEES’ GOVERNANCE GROUP

1. A Governance Group of sevenmembers shall be established by theTrustees, one of whom shall be theConvener, one the Vice Convener andone the Administrative Trustee.

2. The Governance Group shallestablish, maintain and keep underreview all necessary Codes ofConduct.

3. In establishing a Code of Conduct forTrustees (the “Code”), the Groupshall have regard, in the firstinstance, to the Code of Conduct forthe Voting Members of the Councilof Assembly as Charity Trustees.

4. The Governance Group shall ensure –



a. that each Trustee is aware ofthe terms of this Constitution;

b. that each Trustee is aware ofthe deliverances from the mostrecent General Assembly;

c. that each Trustee is aware ofher or his role as an AssemblyTrustee;

d. that each Trustee is aware ofthe need to act withindependence of mind and withprobity;

e. that the delivery of the work ofthe Charity and the Agencies isfounded upon goodoperational and financial plans;

f. that the effective working ofthe Trustees is enabled throughthe body of Trustees havingappropriate skills, experienceand diversity;

g. that the Trustees exercise thecontrols necessary to ensurethat the strategic priorities,policies and decisions of theAssembly are implementedeffectively and efficiently andestablish appropriate checks onmanagement, financial controlmechanisms and risk appraisal;and

h. that the Trustees and theAgencies are open andaccountable in their actions,enabling good communicationamong themselves and withstaff, with others workingwithin the Church, withmembers of the Church andwith those with whom theTrustees and theAgencies engage.

5. Upon a report from theAdministrative Trustee of a possiblematerial breach of duty by a Trustee,

the Group will appoint a panel ofthree of their number (the “panel”)to deal with the complaint. Unlessthe panel decides that the complaintis vexatious, frivolous or withoutmerit (namely that even if thecomplaint were proved it would notconstitute a breach of the Code) thepanel will investigate the complaint.The Trustee who is the subject ofsuch an investigation will beinformed of the complaint and willbe interviewed to ascertain the facts.The Trustee is required to give theinvestigators his/her fullest co-operation. The complaint andinvestigation will be handled inconfidence as far as is practicable.Unless there are exceptionalcircumstances, the investigation willbe completed within 56 days.a. In the event that the panel

consider that there has been abreach of the Code justifyingaction being taken, it will referthe matter to the GovernanceGroup for determination as tohow the matter should bedisposed of. Both the panel andthe Trustee shall be entitled toattend and makerepresentations to the Group(the Trustee having the right tospeak last) both in relation towhether a breach has occurredand, if it has, the appropriateaction to be taken. The Groupshall determine the procedureto be followed. Evidence shallnot be led from witnessesexcept where the Group deemsthis necessary.

b. The Governance Group actionthereafter may include:i. reprimand, which shall

be an expression of



disapproval of particularbehaviour with counselregarding future conduct;

ii. removal of the Trusteefrom a sub-committee orgroup, either temporarilyor permanently;

iii. suspension from CharityTrusteeship either for afixed period or until thenext meeting of theGeneral Assembly with arecommendation to thatAssembly that thetrustee be removed frommembership of theCharity Trustees;

iv. referral of the matter tothe relevant Presbyterywhere the conduct foundestablished couldconstitute a disciplinaryoffence in terms ofGeneral AssemblyDiscipline Legislation.

c. A Trustee who is subject tosuch action will have the rightof appeal to the Trustees onthe following grounds:i. an error in lawii. irregularity of process,

including breach of theprinciples of naturaljustice

iii. decision influenced byincorrect material fact;and

iv. the severity of anysanction imposed

d. The Trustees will determinehow to handle any such appeal.Members of the GovernanceGroup will take no part indetermining the appeal.

e. If the Trustee whose conduct isthe subject of a complaintunder these provisions is amember of the GovernanceGroup, he or she shallimmediately withdraw fromactive membership of theGroup until the matter isresolved. If it appears that theindependence of theGovernance Group may becompromised, the Trusteesmay appoint other members toact for the time being in placeof the Group.

f. If the Trustee whose conduct isthe subject of a complaintunder these provisions is theConvener of the Trustees, he orshe will immediately withdrawfrom active membership of theTrustees until the matter isresolved. The Vice-Convener ofthe Trustees, with theGovernance Group, will assumeresponsibility for the handlingof the complaint.

6. Advice and guidance in relation tothe processes set out within theseprovisions will be provided by theSolicitor of the Church.

7. The Governance Group shallestablish, maintain and keep underreview an appraisal system for theTrustees which is in accordance withcurrent good governance practice.The system should be developedthrough consideration with agovernance consultant external tothe Church.

8. In developing an appraisal system,the Governance Group will haveregard to the following possibleelements –a. that the Trustees should, at

least every two years, set aside



time to reflect on their ownperformance and functioningas a team, identify areas forimprovement and makenecessary changes;

b. that, in the event ofdetermining upon a system ofindividual appraisal, such aprocess should –i. be facilitated by a

governance consultantexternal to the Church;

ii. be forward-looking andfocused on learning andimprovement;

iii. be sensitive to Trustees’volunteer status andproportionate in terms ofdemands on trustees’time.;

iv. provide an opportunityto reflect on individualresponsibilities andperformance as well asthose of the Trustees as awhole;

v. encourage suggestionsfor improvement anddevelopment;

vi. permit the Chief Officerand the SeniorManagement Team tooffer their views;

c. that any system should providefor written conclusions andtargets to be drawn up –i. as regards the Trustees

as a whole, by thefacilitator and theTrustees, for furtherdiscussion andimplementation by theTrustees; and

ii. as regards any individualappraisals, by thefacilitator and theTrustee, for personaldevelopment by theTrustee; and

d. that the Trustees should reflecton the outcomes of suchappraisals as a guide to theimprovement of their Trusteetraining programmes, and inguiding their approach toTrustee renewal andrecruitment.

SCHEDULE COPERATIONAL WORKING OF THE TRUSTOffice Bearers1. The first Convener shall be …….,

whose term of office as a Trusteeshall be non-renewable and shallexpire on ……..

2. The first Vice Convener shall be …….,whose term of office as a Trusteeshall be non-renewable and shallexpire on ……..

3. The first Administrative Trustee shallbe ……., whose term of office as aTrustee shall be non-renewable andshall expire on ……..

4. Three months in advance of theanticipated retirement of an OfficeBearer, or no later than one monthafter the occurrence of anunexpected vacancy, the Trusteesshall choose a successor from amongtheir own number.

5. Save as provided in respect of thefirst Office Bearers, the term of officeas an Office Bearer is three years,non-renewable; and that term will becounted as part of her or hispermissible terms as a Trustee.



Meetings of TrusteesProceedings6. The Trustees shall meet on at least

seven occasions (an “OrdinaryMeeting”) in each year.

7. The dates of the Ordinary Meetingsfor the ensuing calendar year shall besettled by the Trustees no later than31 October in the year preceding. Oneof those dates shall be specified asthe annual meeting-in-person atwhich all Trustees are expected toattend in person.

8. Any trustee may request theConvener to hold an additionalmeeting (a “Special Meeting”) by arequest in writing or sentelectronically to the Convener andcopied to all other Trustees inconfidence giving reasons for therequest. After taking the views of allTrustees, the decision as to whetherto call a Special Meeting shall be atthe absolute discretion of theConvener.

9. Notices of every meeting togetherwith an agenda shall be deliveredelectronically, or delivered by hand,or sent by post to each Trustee atleast ten days prior to the meeting orwithin such time as the Trustees maydetermine.

10. Meetings shall be held at times andplaces convenient for each of theTrustees.

11. Except in respect of the annualmeeting-in-person, attendance at anOrdinary Meeting or at a SpecialMeeting may be made by way oftelephone-conferencing, Skype,video-conferencing and otherinternet- or electronic-basedmethods of communication.

12. Minutes shall be taken by theAdministrative Trustee of topicscovered at all meetings, recording

reports received, decisions taken andthe allocation of any further workrequired. Matters properly to betreated as confidential, such asemployment issues, should not berecorded in the main minute but thefact of the item of business havingbeen discussed should be recordedand a full note set out in a paperapart, to be kept in a separate filefrom the minute book. The Solicitorof the Church shall be in attendancewhen it is anticipated that the givingof advice may be necessary on thelegal implications of matters beingdiscussed.

13. Copies of approved minutes and ofconfidential “papers apart” and of allreports and other papers consideredat meetings must be retained in aform that continues to allow accessthroughout the anticipated lifetimeof the Charity. All such papers shouldbe retained both in hard copy and inelectronic format.

14. A quorum of Trustees shall be 8.15. The Convener shall chair each

meeting of the Trustees.16. In the event that the Convener is not

present within 15 minutes after thetime at which the meeting was dueto start (or is not willing to act asChairperson), the Vice Convener, ifpresent, will act as chairpersonfailing which the Trustees presentmust elect, from among themselves,the person who will act aschairperson of that meeting, or untilthe arrival of the Convener.

17. In the event of the need for a vote,each Trustee has one vote, whichmust be cast personally, but may begiven as part of electronicattendance.

18. All decisions will be made by majorityvote.



19. In the event of an equal number ofvotes for and against any decision,the Convener or the chairperson ofthe meeting will be entitled to asecond, or casting vote.

20. The Trustees may, at their absolutediscretion, allow any person toattend and speak at a meetingnotwithstanding that the person isnot a Trustee, but on the basis thatthey must not participate in decision-making. The minute of that meetingmust make the status of any suchperson clear for the avoidance ofdoubt.

21. A Trustee must not vote at a meeting(or at a meeting of any sub-committee) on any decision whichrelates to a matter in which theyhave a private interest or duty whichconflicts, or may conflict, with theinterests of the Charity; the Trusteemust withdraw from the meetingwhile an item of that nature is beingdealt with.

22. For the purposes of paragraph 21above:a. private interest held by an

individual who is connectedwith the Trustee (such as beinghusband, wife, partner, child,parent, brother, sister) shall bedeemed to be held by thatTrustee; and

b. a Trustee will be automaticallydeemed to have a privateinterest in relation to aparticular matter, if a body inrelation to which he or she isan employee, director, memberof the managementcommittee, charity trustee,officer or electedrepresentative, has an interestin that matter.

Requirements23. Each meeting shall be constituted

with prayer.24. At the commencement of each

meeting each trustee shall be askedto declare whether he or she has anyconflict of interest in any item ofbusiness.

25. In the event of a conflict beingdeclared the remaining Trustees shalldetermine the course of action to beadopted.a. They shall determine whether,

in the whole circumstances, itis preferable for the Trustee towithdraw from the discussionand decision, or whether theTrustee may speak but not voteon the matter. In the eventthat a withdrawal is consideredpreferable but would renderthe meeting no longer quorate,and the item of business isurgent the Trustees shall remitthe business to a specialmeeting.

b. Whichever course is adopted,the minutes should record:i. which Trustee was

affected;ii. when the conflict was

identified and declared;iii. what was discussed

about it and decided andwhy that step wasconsidered to be in thebest interests of thecharity;

iv. whether the Trusteewithdrew; and

v. if the Trustee was notrequired to withdraw,precisely what was his orher participation.



26. At each meeting of the Trustees theyshall consider a financial statementof assets, income and expenditure ofthe whole Charitable Estate up todate as at no more than six weeksprior to the date of the meeting.

Specific Powers27. The Trustees shall have power to

appoint transition managementconsultants to advise upon and assistin the facilitation of therearrangement of the work ofAgencies following the GeneralAssembly 2019. Such consultancyshall be on such terms andconditions as to the Trustees shallseem appropriate but shall be for alimited period and shall provide theidentification and implementation ofa strategic plan for change. It shallidentify appropriate physicalarrangements for staff to worktogether in the new Groups and shallassist Group members and staff toengage with the proposed plan andseek to enhance working culture andmotivation whilst allowing membersand staff to continue with the workof the Church. The Trustees shallhave power to make an interimappointment to enable considerationby the Trustees as to an appropriateremit for consultants.

28. Emoluments: in the event of anOffice Bearer being a parishminister the Trustees may make anappropriate payment to the relevantcongregational treasurer to provideadditional ministerial support.

29. Expenses: Trustees will bereimbursed expenses properlyincurred in carrying out their dutiesas Trustees. Claims and vouchers willbe presented to the AdministrativeTrustee within one month of theexpense being incurred.

SCHEDULE DBUDGET PLANNING, APPROVAL AND

FINANCIAL CONTROL1. The Trustees shall adopt, maintain

and keep under review both aFinancial Strategy and BudgetPrinciples.

2. For each calendar year the Trusteesshall maintain budgetary control by –(i) requiring each Agency to

submit to the Chief Officer andthe General Treasurer, no laterthan 30 September, (a) budgetproposals for the cost of itswork in the next but onecalendar year and (b) draftbudget proposals for suchcosts in the four ensuingcalendar years;

(ii) requiring representatives fromeach Agency to meet with theChief Officer and the GeneralTreasurer, for the purpose ofdiscussing the budgetproposals for that Agency, at ameeting individual to the workof that Agency on a date inOctober or Novemberfollowing budget submission;

(iii) requiring the Chief Officer andthe General Treasurer,following such meetings, topresent to the Trustees acomprehensive annual andforward budget proposal;

(iv) requiring representatives fromeach Agency to meet with theChief Officer and GeneralTreasurer, for the purpose ofdiscussing the Trustees’proposed financial provisionfor that Agency, at a meetingindividual to the work of thatAgency on a date in January or



February following budgetsubmission;

(v) determining, by 31 March ineach year, the financialprovision to be made availablefor the work of each Agency inthe ensuing calendar year;

(vi) commenting to each Agency,by 31 March in each year, uponits draft budget proposals forthe four succeeding calendaryears;

(vii) making clear to each Agencythat funds additional to thefinancial provision determinedupon for a calendar year willnot be made available to thatAgency unless approved by theTrustees upon a special reportbeing made by the Agency tothe Trustees, no later than 31March in the calendar year forwhich additional funds aresought, detailing theexceptional circumstancesgiving rise to the request,seeking appropriate approvaland setting out proposals as tohow the allowance of suchadditional funding is to betaken into account in the draftbudget proposals for ensuingcalendar years;

(viii) making clear to each Agencythat the financial provisiondetermined upon for a calendaryear will be made available tothat Agency only for the workapproved for that financial yearthrough the foregoingbudgetary process. Anyfunding not applied for suchwork will not be madeavailable to the Agency foralternative work and will notbe carried over as additionalfunding available to the

Agency in ensuing calendaryears unless such an approachis approved by the Trusteesupon a special report beingmade by the Agency to theTrustees, during the calendaryear in respect of which specialapproval to use or carry over issought, detailing theexceptional circumstancesgiving rise to the request,seeking appropriate approvaland setting out proposals as tohow the allowance of suchadditional funding is to betaken into account in the draftbudget proposals for ensuingcalendar years;

(ix) making clear to each Agencythat the foregoing provisionsare as applicable to access toSpecial Funds held by theTrustees for the work of thatAgency; and

(x) presenting a report to theGeneral Assembly annuallyrecording the work of theTrustees during the precedingtwelve months, outlining thestrategic aims and policieswhich it is seeking to furtherand setting out the view of theTrustees as to the standards offinancial management of eachAgency and the compliance ofeach Agency with therequirements of the Trusteesunder the provisions of thisparagraph.

3. In determining the said annualfinancial provisions the Trustees shall –a. have regard to the strategic

priorities, policies and decisionsof the General Assembly;



b. have regard to the anticipatedincome arising from theCharitable Estate for the yearin question as estimated by theGeneral Treasurer;

c. take into account theavailability to any individualAgency of income and capitalfrom any part of a Special Fundor Unrestricted Fund;

d. decide for the year in questionwhether, and if so to whatextent, there should be a use ofpart of the capital of theCharitable Estate for anyspecial purpose, whether froma Special Fund or otherwise.

4. In exercising financial control overthe work of Agencies, the Trusteesshall –a. authorise the Chief Officer and

the General Treasurer to liaisewith the finance committees ofAgencies;

b. ensure that the Chief Officerand the General Treasurerreport to the Trustees as totheir discussions with Agencieson budget proposals;

c. ensure that monthlymanagement accounts aremade available to the GeneralTreasurer by each Agencyshowing actual income andexpenditure as against budgettogether with the reasons forany material disparity; and

d. instruct the General Treasurerto report to each meeting ofthe trustees with an up to datefinancial statement showingoverall expenditure againstbudget together with a note ofany disparity of actualexpenditure as against budget

in the management accountsof any Agency.

SCHEDULE EAN OUTLINE OF THE WORK OF THE

ADMINISTRATIVE TRUSTEEMeetings1. To prepare for and attend all

meetings of the Trustees which, in anordinary year, may be of the order ofseven; and in particular –a. Prepare for the preparatory

meeting for the ensuingmeeting of the Trustees withthe Convener and ViceConvener of the Trustees, theSolicitor of the Church and theChief Officeri. Check the Yearplan for

scheduled businessii. Check preceding Minutesiii. Prepare Agenda for

preparatory meetingiv. Confirm the date with

those attendingv. Attend preparatory

meetingb. Prepare and circulate Agenda

and all other papers forTrustees’ ordinary meetings,confirm attendance and anyspecial arrangementsi. Confirm with any non-

trustee attendingspecially

ii. Confirm date(s) for anypapers from others to bewith AdministrativeTrustee

iii. Make any other contacts



c. Attend Trustees’ meetingsi. Prepare draft Minutes for

convenerii. Make any contacts

requested at meetingiii. Arrange date of next

preparatory meetingGovernance2. Meet occasionally with Convener and

Chief Officer to discuss emergingissues

3. Consider terms of trust accountswith Convener, General Treasurerand Chief Officer

4. Meet bi-annually with Convener,General Treasurer and InvestmentManagers

5. Have Trustees consider terms ofInvestment Policy bi-annually

6. Prepare Annual Report and Accountsa. Prepare draft Report and

discuss with Convener andGeneral Treasurer

b. Circulate draft Report toTrustees for comment andfinalise

c. Assist in liaising with Auditorregarding Accounts

7. Assist in the preparation andsubmission of OSCR return

8. Make arrangements for Trustees’biennial away-day

9. Prepare induction packs for newTrustees and meet with incomingTrustees

SCHEDULE FDRAFT SCHEME OF FINANCIAL

DELEGATIONIntroduction1.1 The Church of Scotland is recognised

as a Designated Religious Charity(the “Charity”), Scottish Charity No.SC011353. The assets of the Charityare those held for theUnincorporated Entities of theChurch.

1.2 The Assembly Trustees (the“Trustees”) have been appointed bythe General Assembly (the“Assembly”) to act as the CharityTrustees of the Charity and, as suchTrustees, to have general control andmanagement of the assets of theCharity.

1.3 This Scheme describes the limits andextent of financial decision‐makingauthority delegated by the Trustees.A clear scheme of delegation ofauthority is fundamental to goodgovernance.

1.4 The Scheme includes a template fordepartmental schemes of delegation.Each Agency is required to put inplace a robust scheme of delegation,to review it from time to time and toensure that staff are aware of thescheme and adhere to it.

1.5 The Governance Group of theTrustees is responsible for overseeingthe operation of this Scheme and willinvolve other bodies, including theAudit Committee, as appropriate.The General Treasurer is the seniorstaff member responsible for thescheme, reporting to the GovernanceGroup and to the Trustees.

1.6 Assistance and advice on the Schememay be obtained from the GeneralTreasurer.



Delegated Powers2.1 The Assembly has created a number

of Agencies which hold delegatedpowers from the Assembly. Thepowers are set out in remits for eachbody, as agreed and amended fromtime to time by the Assembly. Theremits establish the ambit ofdecision-making powers for eachbody.

2.2 Budget arrangements for thefinancial consequences of decisionsand actions taken by Agencies areapproved for each financial year bythe Trustees.

2.3 Any decisions or actions taken byAgencies and staff must becontained within the items of workfor which budget approval has beengiven for the relevant financial year.The associated financialconsequences of any decisions oractions taken by Agencies and staffmust be contained within theapproved budget provisions for thoseitems for the relevant financial year.

2.4 Proposed plans which might incurunbudgeted costs for items of workfor which budget approval has beengiven for the relevant financial yearor which would involve items of workfor which budget approval has notbeen given for the relevant financialyear must be referred to the Trusteesand their General Treasurer fordecision.

Authorised Persons3.1 Agencies shall, in consultation with

the General Treasurer, prepareindividual schemes of delegation asto the level of authority in financialmatters to be granted to individualoffice holders. Such schemes shallmake provision for that authority tobe exercised by the holder of anothernominated office during periods ofleave or illness, or where the post isvacant. Such schemes must beapproved by the Trustees.

Accountability4.1 Agencies and staff tasked with

delegated authority under theScheme shall be accountable fortheir decisions and actions toappropriate governance bodiesincluding the Audit Committee. TheGovernance Group, on behalf of theTrustees, has the power to inviterepresentatives of Agencies andsenior staff, to justify decisions andactions taken under the Scheme andto report on issues to the Trustees.

4.2 It must be made clear by a delegatingAgency to all office holders to whomdepartmental financial authorisationis being given or upon whomdepartmental authorisation may fallin the event of leave or illness of anoffice holder or in the event of avacancy, that they are accountablefor their financial decisions andactions to appropriate governancebodies including the AuditCommittee.



Appendix 2REMIT & MEMBERSHIP FOR THEPROPOSED NEW BUSINESS COMMITTEEOF THE GENERAL ASSEMBLYThe new Business Committee of theGeneral AssemblyThe role of the Committee will be:• To make all necessary arrangements

and to order the business for theGeneral Assembly and Commissions ofAssembly.

• To have oversight of and keep underreview the functions, the membership,the processes and procedures of theGeneral Assembly.

• To advise the Moderator on his or herofficial duties if so required and to haveoversight of the election, role andfunction of the Moderator.

• To be responsible to the GeneralAssembly for the care and maintenanceof the Assembly Hall and theModerator’s residence and for allarrangements in connection with theletting or other use of the AssemblyHall.

• To act in routine matters not thebusiness of other General AssemblyStanding Committees or the Trustees inaccordance with the accepted practiceand procedure of the Church.

Membership – 12• Business Convener & Vice Convener• 2 Members of Legal Questions

(Convener & another member involvedmore in judicial matters to benominated by Legal Questions)

• A further 6 members made up ofministers & elders around the countrywith experience of the GeneralAssembly – its functions &arrangements, church law & propertyknowledge

• Moderator & Moderator Designate• Ex officio members: Principal Clerk (to

act as Secretary), Depute Clerk,Solicitor; Procurator; General Treasurer

Detailed Remit• The ordering of General Assembly

business• Oversight and review of the process and

procedures that govern the GeneralAssembly)

• Nomination of the General Assembly’sSelection Committee

• Monitor General Assembly decisionsyear on year and report to the GeneralAssembly any non-compliance orfailure to implement General Assemblydecisions and instructions

• Oversight & responsibility for thepractical arrangements of the GeneralAssembly

• Oversight and control of the budgetcovering the General Assembly withinthe powers delegated to theCommittee by (the New Trustee body)

• Oversight of the membership, shapeand function of the General Assembly

• Oversight of commissioners andcorresponding members of GeneralAssembly



• Oversight of communications withPresbyteries concerning all matters thatrelate to the General Assembly

• Design and oversee processes andprocedures for Presbyteries to reportand be held accountable to the GeneralAssembly

• Oversight of and support for thePrincipal Clerk (currently the Convenerof AAC is the Principal Clerk’s linemanager – this should transfer to theBusiness Convener but with theadditional support of the LegalQuestions Convener, a trustee and 1other making up a support group forannual appraisal)

• Oversight of future re-structuring ofPresbyteries

• Oversight of the election, role andfunction of the Moderator (support/budget discussions with Trustees/review)

• Advice, and guidance for thepreparation and drafting of reports andDeliverances to the General Assembly

• Oversight of the practice and procedureof General Assembly appointments i.e.Principal Clerk, Depute Clerk, Solicitorand General Treasurer

• Responsibility for the management andmaintenance of the General AssemblyHall & Moderator’s residence

References[1] Tom Devine, The Scottish Nation

1700–2000 (Harmondsworth:Penguin, 1999), 84–102.

[2] G. D. Henderson, Why We ArePresbyterians (Edinburgh: Church ofScotland Publications, 1954).

[3] See for example Ben Clements,‘Religious Change and Secularisationin Scotland: An Analysis of Affiliationand Attendance’, Scottish Affairs 26.2(2017), 133–162.

[4] Doug Gay, Reforming the Kirk: TheFuture of the Church of Scotland(Edinburgh: St Andrew Press, 2017),143–171.

[5] ‘Report of Special Commission AnentReview and Reform’, Reports to theGeneral Assembly of the Church ofScotland (Edinburgh: 2001), 36.1–74.

[6] ‘Report of Special Commission onStructure and Change’, Reports to theGeneral Assembly of the Church ofScotland (Edinburgh: 2008), 25.1–30.

[7] John Chalmers, ‘On the Nod’, Life andWork, September 1997, 20-21 (21).

[8] ‘Report of Panel on Review andReform’, Reports to the GeneralAssembly of the Church of Scotland(Edinburgh: 2011), 2.1–28.

[9] ‘Report of Committee of Forty’,Reports to the General Assembly ofthe Church of Scotland 1978(Edinburgh: 1978), 491. A similarproposal had been moved butrejected in 1964.

[10] Reports to the General Assembly ofthe Church of Scotland 2004(Edinburgh: 2004), 10.1–25.

[11] ‘Report of Special Committee on theReview of Charity Governance’,Reports to the General Assembly ofthe Church of Scotland 2010(Edinburgh: 2010), 24.1–8.

[12] Transformational Change Project, 2.[13] See the discussion in Gay, Reforming

the Kirk, 84-89.[14] Transformational Change, 12.


Documents

SPECIAL COMMISSION ON STRUCTURAL REFORM Crossreach …