The constitution of each cathedral shall provide for the establishment of the Council in accordance with the following provisions of this section.

The bishop shall be entitled to be present and speak, but not to vote, at meetings.

The members of the Council (other than the dean) shall hold office for a term of years to be prescribed but shall be eligible for membership for further terms of office.

The Council shall meet on at least two occasions in each calendar year.

The constitution of each cathedral shall provide for the establishment of the Chapter in accordance with the following provisions of this section.

The constitution may provide for the administrator of the cathedral to be an additional member of the Chapter.

A person shall be disqualified from being a member of the Chapter if he is disqualified from being a charity trustee under F10section 178 of the Charities Act 2011F13or by an order under section 181A of that Act and the disqualification is not for the time being subject to a waiver by the archbishop of the province concerned under subsection (5) below in respect of that Chapter; and a member who becomes disqualified by virtue of this subsection shall cease to be a member.

The archbishop of the province concerned may, on the application of any person disqualified under subsection (4) above from being a member of the Chapter, waive his disqualification in respect of that Chapter; and any waiver under this subsection shall be notified in writing to the person concerned.

The members mentioned in subsection (2)(b) above shall hold office for three years but shall be eligible for membership for further terms of office.

The Chapter shall have power to acquire and dispose of property on behalf of the corporate body established in accordance with section 9(1)(a) below, subject to any consent required by section 15 below:

Provided that moneys which form part of the endowment of the cathedral shall not be invested or used except as provided by section 16 below.

The Chapter shall hold the common seal of the cathedral and affix it when required.

Decisions taken by the Chapter in the absence of the dean are subject to the provisions of section 7(3) below.

The Chapter shall meet on at least nine occasions in each calendar year.

The constitution of each cathedral shall provide for the establishment of the College of Canons in accordance with the following provisions of this section.

The College of Canons shall perform the functions conferred by the M1Appointment of Bishops Act 1533 on the dean and chapter, and that Act shall accordingly have effect as if references to the dean and chapter were references to the College of Canons.

The bishop shall have the principal seat and dignity in the cathedral.

After consultation with the Chapter and subject to any provision in the statutes, he may officiate in the cathedral and use it in his work of teaching and mission, for ordinations and synods and for other diocesan occasions and purposes.

The Chapter shall from time to time consult the bishop in respect of the general direction and mission of the cathedral, and the bishop may at any time seek the advice of the Chapter on any matter.

The constitution of each cathedral shall provide that the bishop shall be the Visitor thereof.

The bishop shall as Visitor hear and determine any question as to the construction of the constitution and statutes.

The bishop may hold a visitation of the cathedral when he considers it desirable or necessary to do so or when requested by the Council or the Chapter.

In the course of a visitation, the bishop may give such directions to the Chapter, to the holder of any office in the cathedral or to any person employed by the cathedral as will, in the opinion of the bishop, better serve the due observance of the constitution and statutes.

It shall be the duty of any person or body on whom functions are conferred by or under this Measure to act in accordance with any determination under subsection (4) above and any direction under subsection (6) above.

The provisions of subsections (4) to (7) above are without prejudice to the powers of the bishop under the M2Care of Cathedrals (Supplementary Provisions) Measure 1994 and his powers as Visitor generally.

The bishop may at any time propose for consideration by the Council amendments to the constitution and statutes.

The principal dignitary of the cathedral, next after the bishop, shall be known as the dean.

If the office of dean is vacant, or the bishop considers that the dean will be unable to discharge any or all of his functions under this Measure by reason of illness or absence or any other cause, the bishop shall, after consultation with the Chapter, appoint a residentiary canon to carry out such functions as the dean is unable to discharge during the period in question; and references in this Measure to the dean shall be construed accordingly.

If any question arises whether an appointment under subsection (4) above is justified, that question shall be determined by the archbishop of the province.

The constitution of each cathedral shall provide that the holders of at least two residentiary canonries in the cathedral shall be engaged exclusively on cathedral duties.

In this section and section 21 below the expression “cathedral duties” means duties (whether in the cathedral or in the diocese) which should, in the opinion of the Chapter after consultation with the bishop, be discharged in or from the cathedral:

Provided that the archbishop of the province and the Church Commissioners acting jointly may in special circumstances direct that the holder of a residentiary canonry who is normally engaged exclusively on cathedral duties shall, for such period as they may specify, be treated as so engaged for the purposes of this section notwithstanding that he is performing duties other than cathedral duties.

If any question arises under this Measure whether a person is engaged exclusively on cathedral duties that question shall, after consultation with the Visitor and the Chapter, be determined by the Church Commissioners, and if any person is dissatisfied with the decision of the Church Commissioners he may appeal therefrom to the archbishop of the province whose decision shall be final:

Provided that during a vacancy of the see of the bishop who is the Visitor of the cathedral the provisions of this section requiring consultation with the Visitor shall not apply.

The constitution of each cathedral shall provide that the architect or surveyor of the fabric appointed by virtue of subsection (1)(f) above shall be an architect or surveyor having such qualifications and expertise in matters relating to the conservation of historic buildings and other matters as the Chapter, after consultation with the Cathedrals Fabric Commission and such other persons or bodies as it thinks fit, considers appropriate to enable the role and duties of the post of architect or surveyor of the fabric to be discharged.

(a) Where, immediately before the relevant date, the constitution of a cathedral provided for the appointment of the dean to be by Her Majesty the constitution shall continue to so provide.

In any other case, the constitution shall provide that the incumbent of the benefice which comprises the parish of which the cathedral is the parish church shall be the dean.

The constitution of each cathedral which is not a parish church shall provide for the formation and maintenance of a roll containing the names of persons who are members of the cathedral community and apply to be enrolled as such.

A provision of the constitution of the kind mentioned in subsection (1)(b) above shall not affect the provisions of section 4 of the M3Priests (Ordination of Women) Measure 1993.

Any provision enabling or requiring a committee to be established by the Chapter may provide that persons who are not members of the Chapter may be members of the committee.

This section applies in the case of a cathedral in respect of which, immediately before the relevant date, there was no corporate body known as the dean and chapter.

Where before the relevant date the functions previously exercisable, in relation to the parish of the cathedral, by the parochial church council were transferred to the administrative body of the cathedral in pursuance of section 12(1) of the M4Cathedrals Measure 1963, the constitution shall provide that those functions shall be exercisable by the Chapter.

Where those functions were not transferred as aforesaid, the constitution of the cathedral shall provide for their transfer to the Chapter.

Upon the transfer of the functions of a parochial church council in pursuance of subsection (3) above, all property held by that council and all property vested in the diocesan authority under section 6(2) of the Parochial Church Councils (Powers) Measure 1956 or vested in that authority as a custodian trustee on behalf of that council, shall by virtue of this section and without any conveyance, assignment, transfer or other assurance vest in the cathedral:

For the purposes of this section the functions of a parochial church council include any power to act in the administration of a charity established for ecclesiastical purposes.

The Church Commissioners with the consent of the Chapter may prepare a scheme providing for the transfer of property by the Commissioners to the cathedral.

The Church Commissioners may by order except from the provisions of subsection (1) above transactions relating to land forming part of an estate specified in the order or transactions of a class so specified or relating to property of a class so specified.

The powers conferred by section 4(9) above may be exercised notwithstanding that the consideration for any transaction executed thereunder may not be the full consideration.

The sealing by the Church Commissioners of any document under this section shall be conclusive evidence that all the requirements of this section with respect to the transaction to which the document relates have been complied with.

A statement in a document sealed by the Chapter that the consent thereto of the Church Commissioners is not required under this section shall be sufficient evidence of that fact.

The Chapter of any cathedral shall before investing any moneys in the acquisition of land obtain the like consents as are required under section 15 above for the acquisition of land.

Moneys which form part of the endowment of the cathedral may not be used for the improvement or development of the cathedral or any other building falling within paragraph 5(2)(a) of the M8Ecclesiastical Exemption (Listed Buildings and Conservation Areas) Order 1994 and the Chapter shall before using them for the improvement or development of any other property obtain the consent of the Church Commissioners.

Moneys which form part of the endowment of the cathedral may not be used for the repair of any property:

Provided that, where the Chapter is satisfied that an emergency has arisen which justifies the expenditure of such moneys on the repair of the cathedral or any other building falling within paragraph 5(2)(a) of the said Order of 1994, it may, with the consent of the Church Commissioners, incur that expenditure and the sum expended shall be replaced by the Chapter within such period and in such manner as may be agreed between the Church Commissioners and the Chapter.

Any resolution passed under subsection (1) above is referred to in this Measure as a total return resolution.

The Chapter may, if it is satisfied that it is in the interests of the cathedral to do so, amend or revoke a total return resolution.

Where the Chapter is proposing to revoke a total return resolution, it must determine whether or not there is a negative total return, that is to say whether the total return represents a reduction in the value of the cathedral's endowment, as it was immediately before the total return resolution was passed.

Where the Chapter determines under subsection (4) that there is a negative total return, it must make provision in its annual report and accounts specifying how an amount equivalent to the negative total return is to be paid into the cathedral's endowment over such period as the Chapter thinks reasonable, not exceeding 10 years from the date when the total return resolution is revoked.

Where the Chapter does not determine under subsection (4) that there is a negative total return, the Chapter must determine what part of the unapplied total return of the assets of the cathedral should be allocated for accumulation as part of its investments.

Where subsection (6) applies, the amount allocated must not result in the value of the cathedral's endowment immediately after the date of the revocation exceeding its value immediately before the date when the total return resolution was passed, increased by the rise in the Retail Price Index between the last mentioned date and the date of revocation.

Where a total return resolution is in force, the Chapter must, so far as applicable, comply with the requirements of Schedule A1.

Schedule A1 may be amended by a resolution of the General Synod.

The Statutory Instruments Act 1946 (c. 36) shall apply to any resolution under subsection (9) as if it were a statutory instrument and as if this Measure were an Act providing that it should be subject to annulment in pursuance of a resolution of either House of Parliament.

It shall be the duty of the Chapter of each cathedral to arrange, during the period of five years beginning with the relevant date and during every subsequent period of five years, for an architect or surveyor to carry out an inspection of all property (other than the cathedral F5 and any ancillary building within the meaning of section 14(6) of the Care of Cathedrals Measure 1990) which the Chapter is liable to repair and maintain, and to make a report in writing to the Chapter on F6any works which the architect or surveyor considers will need to be carried out in relation to that property and of the urgency with which the architect or surveyor considers that they should be carried out

In the case of property within the precinct of the cathedral the report required by subsection (1) above shall be compiled in consultation with the F7cathedral archaeologist (if any) appointed under section 12(2) of the Care of Cathedrals Measure 1990, and the Chapter shall send a copy of the report to the fabric advisory committee of the cathedral and to the Cathedrals Fabric Commission for England.

The Church Commissioners shall pay out of their general fund to the dean of each cathedral and to two residentiary canons of each cathedral who are engaged exclusively on cathedral duties such sums by way of stipend or other emoluments as the Commissioners may from time to time determine.

The Chapter of a cathedral may, with the consent of the Church Commissioners, pay to the dean or to any residentiary canon to whom the Commissioners are required to make a payment under subsection (1) above such additional stipend or other emoluments as they may think fit.

The Chapter of any cathedral shall maintain proper records of income and expenditure, assets and liabilities, and shall prepare an annual report and accounts which show a true and fair view of the transactions throughout the year and of the position at the end of the year in accordance with best professional practice and standards.

Those accounts shall be audited by a person who may, under F9section 144 of the Charities Act 2011, audit the accounts of a charity.

The Church Commissioners shall have the power to specify what constitutes best professional practice and standards relating to the report and accounts, and to enquire into any departure from those practices and standards.

Where a total return resolution is in force in relation to a cathedral's endowment, the Chapter must, so far as applicable, comply with the requirements of Schedule A1.