The Ethiopian Orthodox Tewahedo Church St Mary of Debre Tsion, London, Re

A court-settled charitable constitution must be construed as a whole, having regard to its natural and ordinary meaning, syntax, context and background. Provisions governing nominations should be read together so that the operative machinery is given practical effect. A member of a charitable incorporated organisation must exercise voting powers subjectively and in good faith, believing that the decision is most likely to further the organisation’s purposes. Voting for candidates who share the member’s genuinely held view does not, without more, establish a breach of that duty. The court may refuse to alter a constitutional balance deliberately settled in the particular circumstances of the charity, while permitting a later scheme if the organisation’s own governance machinery proves inadequate.

The proceedings concerned the implementation of earlier orders made in litigation about the governance of a charitable church and the constitution of a charitable incorporated organisation. The claimants sought directions requiring interim trustees to convene a further General Assembly, invite trustee and clergy nominations, and complete the electoral process. Other defendants sought to amend the definition of Clergy Council, construe the constitution as permitting nominations of clergy outside the Clergy Council, and invalidate the July 2019 election.

The central questions were whether the constitution limited clergy nominations to Clergy Council members, whether its definition of Clergy Council should be amended, and whether members had breached their statutory and constitutional duties by voting against particular candidates.

1. Construction of the constitution. The constitution was a court-settled instrument. Its provisions were to be construed by reference to their natural and ordinary meaning, syntax, context and background, with the additional considerations depending on the nature of the instrument. Clause 12.6(c)(i) was the primary provision governing nominations. Read with clause 12.3(d)(i), it permitted the Clergy Council to nominate any person within the definition of Clergy, not merely a member of the Clergy Council.
2. The wording was supported by the distinction between Clergy and Clergy Council in clause 29.4, the machinery of clause 12, the treatment of nominations for the Priest in Charge, and clause 25(a), which required the constitution to encompass the precepts of the Fetha Nägäst and Kale Awadi subject to the constitution prevailing in case of inconsistency.
3. Proposed amendment. The court refused to make a short scheme replacing clause 29.4 with a provision reflecting wider EOTC practice. The constitution had been settled in light of this church’s particular history and the need to balance congregational and hierarchical interests. That balance should not be reversed merely because wider practice differed. The PAC could make suitable rules or bye-laws, and permission to apply was given if satisfactory arrangements were not made within 12 months.
4. Challenge to the election. The false-premise challenge failed because clergy nominations were not confined to Clergy Council members. The court also rejected the alleged breach of clause 10.3 and section 220 of the Charities Act 2011. The duty was subjective and required members to act in good faith on the basis of what they believed most likely to further the CIO’s purposes. The evidence did not establish that members had voted without independent judgment or in bad faith merely because they supported candidates aligned with their sincerely held position.
5. The July 2019 vote therefore remained valid. The interim trustees were directed to continue implementing the order of 30 April 2018, including inviting nominations for no more than two members of the Clergy, not limited to Clergy Council members, with 14 days allowed for the required steps. Future applications would ordinarily be expected to follow the constitution’s dispute-resolution machinery.

Not an appeal. The judgment concerned further applications arising from earlier orders in the same proceedings, including orders dated 26 June 2017, 2 November 2017 and 30 April 2018.