ECCR’s Constitution

Article I: Statement of purposes

The purposes of the Ecumenical Council for Corporate Responsibility (ECCR) shall be to further the mission of the church in the areas of corporate responsibility, the social responsibility of investors, social and economic policies, and to further ecumenical co-operation in these areas.

ECCR's role shall be to provide assistance, support, guidance and co-ordination to the churches, church societies, agencies and organisations and other religious organisations and individuals to enable them to work with each other to express that social responsibility with their investments by:

(a) Facilitating exchange of views and sharing research and information in an attempt to produce effective use of investments to support the social policy and objectives of participating groups.
(b) In collaboration with others, conducting research on general issues and specific concerns relating to corporate social responsibility.
(c) Providing stimulation and co-operation on a national and international basis with other institutions and coalitions. These will include other CCRs, academia, pension & trust funds, foundations, secular agencies and other religious groups.
(d) Encouraging education and interpretation relating to corporate social responsibility, especially with local and regional religious constituencies, in the field of social responsibility in investments.
(e) Developing strategies in which participating members may decide voluntarily to act together.
(f) Considering proposals for implementation by interested participating groups.
(g) Seeking commitment of resources for voluntary implementation of projects by interested participating groups.

In furthering the above objectives, ECCR shall seek to involve both the investment and programme divisions of the participating bodies. In order to develop this forum ECCR will seek to:

relate to the two categories of membership - Full Members and Associate Members - defined in this constitution
create Issue Groups within the membership
conduct or commission research into specific issues of corporate responsibility
participate in networks and alliances with collaborative agencies in the relevant fields of concern
develop appropriate strategies for the fulfilment of the overall goals of the organisation and seek to involve the membership and interested parties in the pursuit of these goals.

Article II: Membership

Section 1. Membership structure

Membership of ECCR shall be organised in a Membership Council and will be open to:

any church or church-related organisation, order, congregation or coalition which meets criteria for membership established by the Membership Council. [This will be described as FULL MEMBERSHIP.] Each Full Member will be entitled to one seat on the Membership Council of ECCR. Full Members will also be able to nominate additional representatives to participate in the work of the Issue Groups. No member is required to take part in implementing any project discussed within ECCR. Full Members, in addition to their membership subscription, will also be responsible for all other financial implications of their membership including the travelling and subsistence costs of their representatives;
individuals and groups may become ASSOCIATE MEMBERS. Corporate Associate Members will nominate one representative to attend meetings of the Membership Council and to join Issue Groups. Individual Members will be eligible to attend the Membership Council and join Issue Groups in their own right. Associate Members will be responsible for the financial implications of their membership.

Section 2. Acceptance and termination of membership

Applicants for Full Membership of ECCR will be accepted on the vote of the Board of ECCR Ltd and the payment of the appropriate subscription. Any member may resign by notice in writing to the Chairperson. Membership will be terminated in the event of failure by the member, within three months of the due date, to pay the appropriate subscription and nominate (where appropriate) their representative to the Membership Council.

Section 3. Membership Council - representatives; meetings of members and functions

Each Full Member, and each Corporate Associate Member, shall annually, in writing, appoint one representative to attend meetings of the Membership Council. These representatives, together with the Individual Associate Members, shall constitute the Membership Council of ECCR.

The Membership Council shall meet at least twice during each year, one such meeting to be its Annual General Meeting. At the Annual Meeting, the Membership Council will cause there to be elections within each category of membership for the nomination of representatives of each category of membership to the Board of ECCR Ltd.

In addition, at the Annual Meeting, the Membership Council shall:

(i) receive the report and accounts of the Board of Directors of ECCR Ltd
(ii) discuss strategies for the development of the work of ECCR, and
(iii) organise the nomination of the Board of ECCR Ltd.

Special meetings of the Membership Council may be called by the Chairperson.

The work of the Membership Council of ECCR shall be carried out through Issue Groups. These Groups, collectively, will constitute the chief activity of ECCR in which the consultations and deliberative research work of ECCR shall be carried out. Issue Groups may be constituted from the entire membership of ECCR and can be of any size or form as is appropriate to the work being undertaken. The Groups will be accountable to the Board of ECCR Ltd.

Issue Groups will focus on the particular aspects of stakeholding such as those explored within the Principles for Global Corporate Responsibility: Bench Marks for Measuring Business Performance.

In the first instance, concerns which are raised with ECCR and which members consider to be appropriate for it to follow, will be considered within Issue Groups and programmes for action deriving from such consideration will be recommended to the Board of ECCR Ltd for furtherance. Issue Groups will not possess the right of autonomous action without reference to the Board.

Each Issue Group shall meet as it shall determine. Each Group shall be chaired by a convener elected by the members of the Group. Each Group may follow such proceedings, as are consistent with this constitution, as it shall deem appropriate.

Article III: Organisation

Section 1. Board of Directors of ECCR Ltd

The Board of Directors of ECCR Ltd shall be responsible for the management and administration of the organisation. Its role will be to set goals and priorities, to raise funds, to adopt annual budgets, to direct the membership, to monitor the work of the Issue Groups, to appoint and supervise the Staff and to report its activities to the Annual General Meeting of ECCR. The Board of ECCR Ltd will be constituted of a maximum of 15 directors appointed by nomination according to these categories of the membership:

Full Members

The representatives of the Full Members shall nominate, by election at the Annual Meeting of the Membership Council, up to eight of their number to serve on the Board.

Associate Members

The Associate Members shall nominate, by election at the Annual Meeting of the Membership Council, from among their number, not less than one of their number and not more than six of them to be their representative(s) to serve on the Board.

In addition the Board of ECCR Ltd may appoint one additional Director of its choice.

The Board of ECCR Ltd will operate, as required by statute, within the parameters of United Kingdom company law. It shall appoint its own officers as it deems necessary from time to time and such officers will also function for the Membership Council.

The Board of ECCR Ltd, as presently constituted, shall serve until the first meeting of the Membership Council and until the appointment and qualification of their successors. The existing Directors shall collate the names submitted by the different categories of the membership and elect them to office. The remaining existing Directors will then resign their membership of the Board.

Section 2. Quorum

All meetings of the Board of ECCR shall require an attendance of one-third of the members to constitute a quorum for the transaction of business. All matters shall be decided by the vote of a majority of those present. However, in all its operations and discussions ECCR will seek, first, to achieve a consensus of opinion. In the absence of a quorum those present at the time and place set for a meeting of the Board shall fix an adjournment from time to time, without further notice, until a quorum shall be present.

Section 3. Notice

Notice of meetings of the Membership Council and the Board of ECCR Ltd shall be given in writing to each member at least ten days but not more than fifty days in advance of the meeting.

Section 4. Committees

The Membership Council and the Board may establish standing committees as required.

Article IV:- Fiscal year

The fiscal year of ECCR shall be from 1st June to 31st May each year or as shall be determined by the Board of ECCR Ltd.

Article V: Indemnification of Directors and officers

'Subject to the provisions of the Act (Companies Act 1985) and in addition to such indemnity as is contained in Clause 118 of Table A, every Director, officer or official of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities incurred by him in or about the execution of the duties of his office' (Article 21, Articles of Association of ECCR Ltd). The company is precluded by its Memorandum and Articles of Association from distributing any portion of its profits to its members.

Article VI: Amendments

The terms laid out in these Articles may be amended or repealed at the Annual Meeting of members provided that written notice of the proposed amendment or repeal has been sent to each member at least ten days in advance of the date set for the meeting. Decisions about such amendments will be made within each category of membership and will be by a simple majority of the categories. If any Article regulating appointment or election is adopted, amended or repealed there shall be set forth in the notice of the next meeting of the members, the Article so adopted, amended or repealed, together with a concise statement of the changes made.

Last amended November 2002.