I have struggled at the last two threshing meetings about the proposed
governing document (the version of 2024-03-21, hereafter GD) for
Quakers in Scotland (QiS) to adequately convey my concerns.  In
writing this I'm attempting to do better, not only with respect to
what I think is wrong, but also by suggesting how it could be fixed.

It's not short, and there's an even longer appendix of background
detail, so here's a summary:

  SESAM Trustees should advise SESAM that SESAM _should not_ agree to
  joining QiS without substantial changes to the governing document,
  distinguishing between the charity and the church and making their
  relationship explicit, following the model of the governing document
  for Britain Yearly Meeting (the charity).

  An updated GD needs to make explicit provision for the possibility
  of SESAM-the-church continuing _as_ an Area Meeting while laying
  down SESAM-the-charity, drawing on the proposed approach to
  preserving AMs in Wales. There must be clarity on SESAM-the-church's
  status with respect to QiS-the-church and thus with respect to the
  trustees of QiS-the-charity.

I'll start by identifying the problems I see with the GD, and go on to
outline the kind of changes I think would improve it, to the point
where SESAM would support the creation of the QiS-the-charity and
would join QiS-the-church.

A note on terminology

In their cover letter for the draft GD sent to SESAM Trustees on
2024-01-06, the QiS-CG says

  "The Options for Scotland group [proposes] that we form a _single
   charity_ and that we form a _single body_. The idea of a single
   body clearly needs more work to discern what this might look
   like. It will take time. That idea is not part of what we are
   asking you about here." (emphasis added)

Above I used "QiS-the-charity" to refer to such a charity and
"QiS-the-church" to refer to such a body.  For simplicity, hereafter
I'll call the former "the SCIO", short for "the Scottish Charitable
Incorporated Organisation" and the latter "the RSFS", short for "the
Religious Society of Friends (Quakers) in Scotland".

Problems with the GD

1. The church and the charity

Making a distinction between the SCIO and the RSFS is explicitly
modelled on the distinction found in the governing document of
"Britain Yearly Meeting of the Religious Society of Friends (Quakers)
(Britain Yearly Meeting)" as registered with the Charity Commission
(charity no. 1127633).  Britain Yearly Meeting (BYM) is (an English)
Charitable Incorporated Organisation.  Its governing document defines
that lengthy name as the charity and "The Religious Society of Friends
(Quakers) in Britain" as the church.

The GD uses "Quakers in Scotland" (QiS) for both of these, without
ever explicitly acknowledging that they are distinct.  Sometimes
context makes clear which they are referring to, but not always.

There are two problems here:

 a) The lack of a clear distinction between the two, exemplified
    further by the calling letter for GM on 6 April 2024, which
    describes the matter before the Meeting once as "a single Quaker
    body" and once as "a single Quaker charity / body";

 b) The very limited nature of what is said, or more often implied,
    about the RSFS.  This is acknowledged in the quote above: "the
    body is not part of what we are asking you about here".

These problems arise in large part because, perfectly understandably,
QiS-CG evidently started with the template for governing documents for
(English/Welsh) CIOs made available by Quaker Life
(https://www.quaker.org.uk/documents/cio-constitution-template-agreed-2014),
which embodies the same confusion.

Indeed SESAM-the-charity's own governing document is also based on a
similar, more recent, template for non-incorporated Area Meetings from
Quaker Life
(https://www.quaker.org.uk/documents/governing-document-for-am-cc-approved-11-2022-final),
and so also suffers from these problems [footnote: East of Scotland AM
and North of Scotland AM's governing documents are also based on the
non-incorporated Area Meeting template.  Stewardship of North of
Scotland Quaker Trust is identified as a responsibility of NSAM
Trustees in their Terms of Reference. West of Scotland's document is
shorter, and perhaps based on an early template, compared to the
others.]

But _why_ are these problems, and even granted that they are, why do
they need to be fixed _now_?

They are problems because the existing Area Meetings' responsibilities
and activities as a worshiping body, governed by Meetings for Worship
for Church Affairs of their membership defined in QF&P, are largely
distinct from their responsibilities and activities as a charity,
governed by trustees.  The former consist of, for example, the spiritual and
pastoral care of their members and their witness, grounded in our
testimonies, to their communities, whereas the latter focus on
maitaining the Area Meeting's legal status and financial well-being.
As for Britain Yearly Meeting, whose succinct self-characterisation
recently has been "A simple church supported by a simple charity", so
it should be for Area Meetings.  Quaker Faith and Practice has useful
guidance on this relationship throughout section 15. 15.03 is
particularly relevant:

  "The law may assume that authority for determining action
   passes to the trustees and the meeting may choose to do
   this. However, under Gospel Order, the ultimate authority will
   still lie with the gathered meeting."

This needs to be fixed _now_ because it is laid on Area Meeting
trustees to manage the assets of the Area Meeting in such a was as to
support the charitable objects of the Area Meeting, and without a
clear understanding of how that will continue to be true once those
assets are transferred to the SCIO, they would fail in that
responsibility, which the law expresses as "[they must] seek, in good
faith, to ensure that the charity acts in a manner which is consistent
with its purposes".


2. The future of the Area Meeting(s)


---------------
Some extensive background, which has informed my thinking.

Thanks to Jackie Noltingk, Erica Thomas and Lesley Richards for
helpful answers to my questions.

The General Meeting for Scotland (GM) mailing list were told
(2023-11-17), in regard to

  "(1) The possibility of merging our existing 6 charities into a
   single body, Quakers in Scotland.

  "(2) How we might organise all our concerns and worship more
   effectively as a single charity."

that

  "The first step for (1) is to agree a governing document to replace
   the six comparable documents that apply to our existing charities."

and

  "Friends will hear more requests soon to join in important
   discussions relating to (2)."

I've searched my inbox without success for any request to "join in
important discussions relating to (2)" until, possibly, the invitation
from QiS-CG (2024-03-11) to two "information and discussion sessions
on progress with work towards having a single body and charity for
Quakers in Scotland".

However the cover letter from QiS (2024-01-06) sent to SESAM Trustees
says

  "The Options for Scotland group [proposes] that we form a single
   charity and that we form a single body. The idea of a single body
   clearly needs more work to discern what this might look like. It
   will take time. That idea is not part of what we are asking you
   about here."

In fact the document laid before us in the special Area Meeting on
15 January (Draft of 2023 12 29c.docx) had a lot to say about the
body.  Or did it?  As I read it at the time it did't clearly
distinguish between the charity and the body, using the phrase
"Quakers in Scotland" in what I found to be confusing ways.

A new draft (Draft of 2024 03 21.docx) has just been made available,
with only modest changes from the earlier draft.  I'll take it as
definitive with respect to what we will have before us on 6 April.
It hasn't changed much, if anything, of what I've found that makes me
uneasy about agreeing to adopt it.

More background: What do we already have as models for how charities
and their trustees work.  I'm reasonably familiar with two examples,
which guide my thinking in this matter.

1. The Religious Society of Friends (Quakers) in Britain, and Britain
   Yearly Meeting of the Religious Society of Friends (Quakers),
   Charity number: 1127633

The governing document for the latter charity
(https://www.quaker.org.uk/documents/bym-governing-document-revised-min34-bym2014)
begins with the following definitions:

*Definitions*

  a. The Religious Society of Friends (Quakers) in Britain refers to
     the church in England, Scotland, Wales, the Channel Islands and
     the Isle of Man, including all its local meetings for worship and
     its constituent meetings for church affairs as well as all their
     work [referred to below as *the Society*].

  b. Britain Yearly Meeting of the Religious Society of Friends
     (Quakers) [*Britain Yearly Meeting*] refers to the centrally held
     and managed policy, property, employment and work of the charity
     constituted by this document.

  c. Yearly Meeting in session [*Yearly Meeting*] refers to the annual
     assembly that is open to all members of the Society.

  d. Area Meetings are the main local meetings for church affairs and
     these are the level of the Society at which individual membership
     is held. Each Area Meeting is a separate charitable entity and
     may be registered as such with the Charity Commission.

  e. _Quaker faith & practice_ is the current edition of the Book of
     Christian discipline of the Religious Society of Friends
     (Quakers) in Britain

  f. Meeting for Sufferings is the standing representative body of the Society.

  g. The term Friend refers to a member of the Society.

* Highlighting added

Note that there are two clearly distinguished entities, "the church"
and "the charity".  The charity is governed by the above referenced
governing document, the church by the Red Book.

Subsequent articles make clear that the Society, embodied in Yearly
Meeting in session and Meeting for Sufferings, is responsible for
amending the governing document, appointing Britain Yearly Meeting
trustees, approving their terms of reference and appointing their
clerks, among them the BYM Treasurer.

2. Area meetings in Scotland governing documents

 * The governing document for the Religious Society of Friends
   (Quakers) [in Britain] East Scotland Area Meeting (abbreviated as
   East Scotland Area Meeting) is based on the template provided by
   Quaker Life
   (https://www.quaker.org.uk/documents/governing-document-for-am-cc-approved-11-2022-final).
   The template does not make any overt distinction between the church
   and the charity, to my embarassment.  However the phrases "(East
   Scotland) Area Meeting in session" clearly refer to the church, and
   in "3. Object The object of East Scotland Area Meeting" it is
   evidently the charity.

   This sentence, taken unchanged from the template, is of note: "If
   at a meeting of East Scotland Area Meeting the members decide that
   it is necessary or advisable to dissolve the Area Meeting or to
   amalgamate with another Area Meeting _and this is agreed by Meeting
   for Sufferings_, the trustees shall have the power to realise any
   assets held by or on behalf of the Area Meeting. Any assets
   remaining after the satisfaction of any proper debts and
   liabilities shall, _with the agreement of Meeting for Sufferings_, be
   given or transferred to another Area Meeting, to Britain Yearly
   Meeting, or to some other charitable institution or institutions
   having objects similar to that of the area meeting and failing that
   for such other charitable purpose as Britain Yearly Meeting shall
   direct."  [Emphasis added]

 * The governing document for the Religious Society of Friends
   (Quakers) in Britain: South East Scotland Area Meeting [referred to
   below as South East Scotland Area Meeting or the area meeting and
   formerly known as South East Scotland Monthly Meeting] likewise is
   based on the Quaker Life template.  "Subject to the matters set out
   below the resources of the area meeting shall be administered in
   accordance with this governing document by the trustees..." is
   clearly talking about the charity, whereas "Amendments to this
   governing document shall be agreed by South East Scotland Area
   Meeting in session and recorded by minute of the area meeting." 
   it's the church.  The dissolution clause is again taken from the
   template, with the addition of GM for Scotland to the allowed
   dispositions.

 * Dundee Friends Property Trust was governed by a 130-odd-year-old deed
   of trust, now superseded in 2009 by a governing document, which I
   can't find online.  From the 2020 Annual Report:

    "New trustees are appointed by the remaining trustees, who are
     bound to select individuals in sympathy with the conditions of
     the original Trust Deed and who shall, if possible, be
     representative of Dundee Local Meeting. The majority of Trustees
     shall be drawn from Dundee Local Meeting."

 * North of Scotland AM is also based on the Quaker Life template.
   Stewardship of North of Scotland Quaker Trust is identified as a
   responsibility of NSAM Trustees in their Terms of Reference.

 * General Meeting for Scotland

 * The Religious Society of Friends (Quakers) in Wales and the Marches
   - Cymdeithas Grefyddol y Cyfeillion (Crynwyr) yng Nghymru a’r
   Gororau [know as Cynar] is a Charitable Incorporated Organisation
   (CIO, comparable to an SCIO).  Its constitution (Linked from
   https://www.symudymlaen2.org/) says that the members of the CIO are
   "all members of the Constituent Area Meetings".  The constitution
   describes "General meetings of the members of the CIO", and
   mandates at least an Annual General Meeting.  The clerks of the
   Constituent Bodies (the AMs and CCQW) constitute the "clerking
   team" who set the agenda for GMs and provide a clerk for each of
   them from among their number.  At least two members from each
   Constituent Body must be present for a GM to be quorate.  The
   Convenors of the NomComms of the COnstituent bodies constitute a
   NomComm for the CIO, and prepare nominations for the trustees and
   the Treasurer.  There must be at least one trustee from each
   Constituent Body.

   I'm told that "AM trustees will cease to exist, Cymar trustees will
   fulfil the role of AM trustees, but for all 4 AMs and CCQW, so once
   the assets have been handed over, bank accounts closed down and
   final report and accounts prepared, then they can be released by
   their respective AMs and leave the rest to [Cymar] to deal with."

   It's not clear to me how this accords with QF&P 4.02
   (https://qfp.quaker.org.uk/passage/4-02/) which says "Each area
   meeting is a separate charitable entity and it may be required to
   be registered as such with the relevant charity regulator. Area
   meetings which are registered or preparing for registration will
   operate under a formal governing document, which amongst other
   matters should set out the arrangements for trusteeship."
   

Prison Chaplains

QF&P (13.54) gives area meetings responsibility for appointing prison
chaplains and "General Meeting for Scotland is responsible for
providing [their names] to the governors of all prison establishments
in the area meeting area".

Registering officers

A similar story, without the involvement of GM, obtains for
registering officers.  "Each area meeting shall appoint a suitable
Friend as registering officer ... the area meeting ... shall report
[the appointment] to the Recording Clerk without delay, by minute
signed by the clerk ... The Recording Clerk is required to certify all
such appointments ... in Scotland, to the Registrar General for
Scotland"; "The registering officer, acting on behalf of the area
meeting, ..." (QF&P 16.22,23)