Read the text of this document (28 pages)
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This draft Constitution is based on the template constitution available from the UK
Government, and I have drawn it up to directly address the concerns raised in the
original NASACRE CIO application.
To assist with navigation, I have included this Table of Contents.
Please note:
1 – the Table of Contents will not appear in the final version of the Constitution, it is here
to assist navigation and decision-making
2 – All clause numbers and cross references between clauses will be checked/corrected
after the main points have been discussed by NASACRE.
CONTENTS:
1) The name of the Charitable Incorporated Organisation (“the CIO”) is: ............... 3
2) The principal office of the CIO is in England. .......................................................... 3
3) The objects of the CIO are: ...................................................................................... 3
4) The CIO has power ................................................................................................... 4
5) Application of income and property ...................................................................... 4
6) Benefits and payments to charity trustees and connected persons ................... 5
7) Conflicts of interest and conflicts of loyalty ............................................................ 6
8) Liability of members ................................................................................................. 6
9) Membership of the CIO ........................................................................................... 6
10) Members’ decisions ................................................................................................. 8
11) General meetings of members ........................................................................... 10
12) Charity trustees .................................................................................................... 14
13) Appointment of charity trustees .......................................................................... 16
14) Information for new charity trustees ................................................................. 17
15) Retirement and removal of charity trustees ..................................................... 17
16) Reappointment of charity trustees .................................................................... 18
17) Taking of decisions by charity trustees .............................................................. 18
18) Delegation by charity trustees ............................................................................ 19
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19) Meetings and proceedings of charity trustees .................................................. 20
20) Saving provisions ................................................................................................... 21
21) Execution of documents ..................................................................................... 21
22) Use of electronic communications ................................................................... 22
23) Keeping of Registers .............................................................................................. 22
24) Minutes .................................................................................................................. 22
25) Accounting records, accounts, annual reports and returns, register
maintenance .................................................................................................................... 22
26) Rules ....................................................................................................................... 23
27) Disputes .................................................................................................................. 23
28) Amendment of constitution .............................................................................. 23
29) Voluntary winding up or dissolution .................................................................. 24
30) Postal Voting ......................................................................................................... 25
31) Use of electronic communications by the CIO .................................................... 26
32) Interpretation ........................................................................................................ 27
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Constitution of the National Association of Standing Advisory
Councils on Religious Education
Date of constitution (last amended):
<date>...........................................................................................................
1) The name of the Charitable Incorporated Organisation (“the CIO”) is:
The National Association of Standing Advisory Councils on Religious Education
(NASACRE)
2) The principal office of the CIO is in England.
3) The objects of the CIO are:
a) Other Charitable Purposes – strengthening and supporting all local SACREs
across England in their duties including any future duties that might be
required of SACREs following a change in the law.
b) The Advancement of Education (the subject of Religious Education) through
strengthening and supporting all local SACREs across England in their duties,
including but not limited to providing
i) Services, education, advice, information and resources to and
through local SACREs
ii) Workshops, conferences, seminars and/or lectures to and
through local SACREs
Nothing in this constitution shall authorise an application of the property of the CIO for
the purposes which are not charitable in accordance with [section 7 of the Charities
and Trustee Investment (Scotland) Act 2005] and [section 2 of the Charities Act
(Northern Ireland) 2008].
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4) The CIO has power to do anything which is calculated to further its objects or
is conducive or incidental to doing so. In particular, the CIO has power to:
a) borrow money and to charge the whole or any part of its property as security
for the repayment of the money borrowed. The CIO must comply as
appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to
mortgage land;
b) buy, take on lease or in exchange, hire or otherwise acquire any property and
to maintain and equip it for use;
c) sell, lease or otherwise dispose of all or any part of the property belonging to
the CIO. In exercising this power, the CIO must comply as appropriate with
sections 117 and 119-123 of the Charities Act 2011;
d) employ and remunerate such staff as are necessary for carrying out the work of
the CIO. The CIO may employ or remunerate a charity trustee only to the extent
that it is permitted to do so by clause 6 (Benefits and payments to charity
trustees and connected persons) and provided it complies with the conditions
of that clause;
e) deposit or invest funds, employ a professional fund-manager, and arrange for
the investments or other property of the CIO to be held in the name of a
nominee, in the same manner and subject to the same conditions as the
trustees of a trust are permitted to do by the Trustee Act 2000.
5) Application of income and property
a) The income and property of the CIO must be applied solely towards the
promotion of the objects.
b) A charity trustee is entitled to be reimbursed from the property of the CIO or
may pay out of such property reasonable expenses properly incurred by him or
her when acting on behalf of the CIO.
c) A charity trustee may benefit from trustee indemnity insurance cover purchased
at the CIO’s expense in accordance with, and subject to the conditions in, section
189 of the Charities Act 2011.
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d) None of the income or property of the CIO may be paid or transferred
directly or indirectly by way of dividend, bonus or otherwise by way of
profit to any member of the CIO or connected person. This does not
prevent a member or connected person who is not also a charity trustee
receiving:
(a) a benefit from the CIO as a beneficiary of the CIO;
(b) reasonable and proper remuneration for any goods or services
supplied to the CIO;
(c) Nothing in this clause shall prevent a charity trustee or connected
person receiving any benefit or payment which is authorised by clause
6.
6) Benefits and payments to charity trustees and connected persons
1) No charity trustee or connected person may:
(a) buy or receive any goods or services from the CIO on terms preferential to
those applicable to members of the public;
(b) sell goods, services, or any interest in land to the CIO;
(c) be employed by, or receive any remuneration from, the CIO;
(d) receive any other financial benefit from the CIO;
unless the payment or benefit is permitted by sub-clause (2) of this clause or
authorised by the court or the prior written consent of the Charity Commission (“the
Commission”) has been obtained. In this clause, a “financial benefit” means a benefit,
direct or indirect, which is either money or has a monetary value.
2) Scope and powers permitting trustees’ or connected persons’ benefits
(a) A charity trustee or connected person may receive a benefit from the CIO as
a beneficiary of the CIO provided that a majority of the trustees do not
benefit in this way.
(b) A charity trustee or connected person may enter into a contract for the
supply of services and/or goods to the CIO where that is permitted in
accordance with, and subject to the conditions in, sections 185 to 188 of the
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Charities Act 2011.
(c) A charity trustee or connected person may receive interest on money lent to
the CIO at a reasonable and proper rate which must be not more than the
Bank of England bank rate (also known as the base rate).
(d) A charity trustee or connected person may receive rent for premises let by
the trustee or connected person to the CIO. The amount of the rent and the
other terms of the lease must be reasonable and proper. The charity trustee
concerned must withdraw from any meeting at which such a proposal or the
rent or other terms of the lease are under discussion.
(e) A charity trustee or connected person may take part in the normal trading
and fundraising activities of the CIO on the same terms as members of the
public.
7) Conflicts of interest and conflicts of loyalty
A charity trustee must:
(1) declare the nature and extent of any interest, direct or indirect, which he
or she has in a proposed transaction or arrangement with the CIO or in any
transaction or arrangement entered into by the CIO which has not
previously been declared; and
(2) absent himself or herself from any discussions of the charity trustees
in which it is possible that a conflict of interest will arise between his or her
duty to act solely in the interests of the CIO and any personal interest
(including but not limited to any financial interest).
Any charity trustee absenting himself or herself from any discussions in accordance
with this clause must not vote or be counted as part of the quorum in any decision of
the charity trustees on the matter.
8) Liability of members to contribute to the assets of the CIO if it is wound up
If the CIO is wound up, the members of the CIO have no liability to contribute to its
assets and no personal responsibility for settling its debts and liabilities.
9) Membership of the CIO
(1) Admission of new members
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(a) Eligibility
Membership of the CIO is open to any Standing Advisory Council on Religious
Education (SACRE) in England which is interested in furthering the CIO’s purposes,
and who, by applying for membership, has indicated its agreement to become a
member and acceptance of the duty of members set out in sub-clause (3) of this
clause.
Each member SACRE shall have one appointed representative (as
defined in clause 11.7).
(b) Admission procedure
The charity trustees:
(i) may require applications for membership to be made in any
reasonable way that they decide;
(ii) shall, if they approve an application for membership, notify the
applicant of their decision within 21 days.
(2) Transfer of membership
Membership of the CIO cannot be transferred.
(3) Duty of members
It is the duty of each member of the CIO to exercise its powers as a member of the
CIO in the way they decide in good faith would be most likely to further the purposes
of the CIO.
(4) Termination of membership
(a) Membership of the CIO comes to an end if:
(i) the member SACRE ceases to exist; or
(ii) the member sends a notice of resignation to the charity trustees;
or
(iii) any sum of money owed by the member to the CIO is not paid in
full within six months of its falling due.
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(5) Membership fees
The CIO may require members to pay reasonable membership fees to the CIO.
(6) Associate (non-voting) membership
(a) The charity trustees may create associate or other classes of non-voting
membership, and may determine the (non-voting) rights and
obligations of any such members (including payment of membership
fees), and the conditions for admission to, and termination of
membership of any such class of members.
(b) Other references in this constitution to “members” and “membership”
do not apply to non-voting members, and non-voting members do not
qualify as members for any purpose under the Charities Acts, General
Regulations or Dissolution Regulations.
10) Members’ decisions
(1) General provisions
Except for those decisions that must be taken in a particular way as indicated
in sub-clause (4) of this clause, decisions of the members of the CIO may be
taken either by vote at a general meeting as provided in sub-clause (2) of this clause
or by written resolution as provided in sub-clause (3) of this clause.
(2) Taking ordinary decisions by vote
Subject to sub-clause (4) of this clause, any decision of the members of the CIO may
be taken by means of a resolution at a general meeting. Such a resolution may be
passed by a simple majority of votes cast at the meeting (including votes cast by postal
or email ballot, and proxy votes).
(3) Taking ordinary decisions by written resolution without a general
meeting
(a) Subject to sub-clause (4) of this clause, a resolution in writing agreed by a
simple majority of all the members who would have been entitled to vote
upon it had it been proposed at a general meeting shall be effective,
provided that:
(i) a copy of the proposed resolution has been sent to all the
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members eligible to vote; and
(ii) a simple majority of members has signified its agreement to the
resolution in a document or documents which are received at the
registered office within the period of 28 days beginning with the
circulation date. The document signifying a member’s agreement
must be authenticated by their authorised representative’s
signature or in such other manner as the CIO has specified.
(b) The resolution in writing may comprise several copies to which one or
more members has signified their agreement.
(c) Eligibility to vote on the resolution is limited to members who are
members of the CIO on the date when the proposal is first circulated in
accordance with paragraph (a) above.
(d) Not less than 10% of the members of the CIO may request the charity
trustees to make a proposal for decision by the members.
(e) The charity trustees must within 21 days of receiving such a request
comply with it if:
(i) The proposal is not frivolous or vexatious, and does not involve
the publication of defamatory material;
(ii) The proposal is stated with sufficient clarity to enable effect to be
given to it if it is agreed by the members; and
(iii) Effect can lawfully be given to the proposal if it is so agreed.
(f) Sub-clauses (a) to (c) of this clause apply to a proposal made at the
request of members.
(4) Decisions that must be taken in a particular way
(a) Any decision to remove a trustee must be taken in accordance with clause
15(2).
(b) Any decision to amend this constitution must be taken in accordance with
clause 28 of this constitution (Amendment of Constitution).
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(c) Any decision to wind up or dissolve the CIO must be taken in accordance
with clause 29 of this constitution (Voluntary winding up or dissolution).
Any decision to amalgamate or transfer the undertaking of the CIO to one or
more other CIOs must be taken in accordance with the provisions of the
Charities Act 2011.
11) General meetings of members
(1) Types of general meeting
There must be an annual general meeting (AGM) of the members of the CIO.
The first AGM must be held within 18 months of the registration of the CIO,
and subsequent AGMs must be held at intervals of not more than 15
months. The AGM must receive the annual statement of accounts (duly
audited or examined where applicable) and the trustees’ annual report, and
must elect trustees as required under clause 13.
Other general meetings of the members of the CIO may be held at any time.
All general meetings must be held in accordance with the following provisions.
(2) Calling general meetings
(a) The charity trustees:
(i) must call the annual general meeting of the members of the CIO in
accordance with sub-clause 1 of this clause, and identify it as such in the
notice of the meeting; and
(ii) may call any other general meeting of the members at any time.
(b) The charity trustees must, within 21 days, call a general meeting of the
members of the CIO if:
(i) they receive a request to do so from at least 10% of the members
of the CIO; and
(ii) the request states the general nature of the business to be dealt with
at the meeting.
(c) If, at the time of any such request, there has not been any general meeting
of the members of the CIO for more than 12 months, then sub-clause (b)(i)
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of this clause shall have effect as if 5% were substituted for 10%.
(d) Any such request may include particulars of a resolution that may properly
be proposed, and is intended to be proposed, at the meeting.
(e) A resolution may only properly be proposed if it is lawful, and is not
defamatory, frivolous or vexatious.
(f) Any general meeting called by the charity trustees at the request of the
members of the CIO must be held within 28 days from the date on which it
is called.
(g) If the charity trustees fail to comply with this obligation to call a general
meeting at the request of its members, then the members who requested
the meeting may themselves call a general meeting.
(h) A general meeting called in this way must be held not more than 3 months
after the date when the members first requested the meeting.
(i) The CIO must reimburse any reasonable expenses incurred by the
members calling a general meeting by reason of the failure of the charity
trustees to duly call the meeting, but the CIO shall be entitled to be
indemnified by the charity trustees who were responsible for such failure.
(3) Notice of general meetings
(a) The charity trustees, or, as the case may be, the relevant members of the
CIO, must give at least 14 clear days’ notice of any general meeting to all of
the members, and to any charity trustee of the CIO who is not a member.
(b) If it is agreed by not less than 75% of all members of the CIO, any resolution
may be proposed and passed at the meeting even though the requirements
of sub-clause (3)(a) of this clause have not been met. This sub-clause does
not apply where a specified period of notice is strictly required by another
clause in this constitution, by the Charities Act 2011 or by the General
Regulations.
(c) The notice of any general meeting must:
(i) state the time and date of the meeting;
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(ii) give the address at which the meeting is to take place, or detail
of the online service to attend the meeting remotely;
(iii) give particulars of any resolution which is to be moved at the
meeting, and of the general nature of any other business to be
dealt with at the meeting; and
(iv) if a proposal to alter the constitution of the CIO is to be considered
at the meeting, include the text of the proposed alteration;
(v) include, with the notice for the AGM, the annual statement of
accounts and trustees’ annual report, details of persons standing
for election or re-election as trustee, or where allowed under clause
22 (Use of electronic communication), details of where the
information may be found.
(d) Proof that an envelope containing a notice was properly addressed,
prepaid and posted; or that an electronic form of notice was properly
addressed and sent, shall be conclusive evidence that the notice was given.
Notice shall be deemed to be given 48 hours after it was posted or sent.
(e) The proceedings of a meeting shall not be invalidated because a member
who was entitled to receive notice of the meeting did not receive it
because of accidental omission by the CIO.
(4) Chairing of general meetings
The person nominated as chair by the charity trustees under clause 19(2)
(Chairing of meetings), shall, if present at the general meeting and
willing to act, preside as chair of the meeting. Subject to that, the members of
the CIO who are present at a general meeting shall elect a chair to preside at
the meeting.
(5) Quorum at general meetings
(a) No business may be transacted at any general meeting of the members of
the CIO unless a quorum is present when the meeting starts.
(b) Subject to the following provisions, the quorum for general meetings shall
be the greater of 10% or five members. An organisation represented by a
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person present at the meeting in accordance with sub-clause (7) of this
clause, is counted as being present in person.
(c) If the meeting has been called by or at the request of the members and
a quorum is not present within 15 minutes of the starting time specified
in the notice of the meeting, the meeting is closed.
(d) If the meeting has been called in any other way and a quorum is not
present within 15 minutes of the starting time specified in the notice of
the meeting, the chair must adjourn the meeting. The date, time and
place at which the meeting will resume must be notified to the CIO’s
members at least seven clear days before the date on which it will
resume. If a quorum is not present within 15 minutes of the start
time of the adjourned meeting, the member or members present at the
meeting constitute a quorum.
(e) If at any time during the meeting a quorum ceases to be present, the
meeting may discuss issues and make recommendations to the trustees
but may not make any decisions. If decisions are required which
must be made by a meeting of the members, the meeting must be
adjourned.
(6) Voting at general meetings
(a) Any decision other than one falling within clause 10(4) (Decisions that
must be taken in a particular way) shall be taken by a simple majority of
votes cast at the meeting [(including proxy and postal votes)]. Every
member has one vote.
(b) A resolution put to the vote of a meeting shall be decided on a show of
hands, unless (before or on the declaration of the result of the show of
hands) a poll is duly demanded. A poll may be demanded by the chair or
by at least 10% of the members present in person or by proxy at the
meeting.
(c) A poll demanded on the election of a person to chair the meeting or on
a question of adjournment must be taken immediately. A poll on any
other matter shall be taken, and the result of the poll shall be announced,
in such manner as the chair of the meeting shall decide, provided that
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the poll must be taken, and the result of the poll announced, within 21
days of the demand for the poll.
(d) A poll may be taken:
(i) at the meeting at which it was demanded; or
(ii) at some other time and place specified by the chair; or
(iii) through the use of postal or electronic communications.
(e) In the event of an equality of votes, whether on a show of hands or on a
poll, the chair of the meeting shall have a second, or casting vote.
(f) Any objection to the qualification of any voter must be raised at the
meeting at which the vote is cast and the decision of the chair of the
meeting shall be final.
(7) Representation of organisations
A SACRE that is a member of the CIO may, in accordance with its usual
decision-making process, authorise a person to act as its representative at
any general meeting of the CIO.
The authorised representative is entitled to exercise the same powers on
behalf of the SACRE as the SACRE could exercise as an individual member
of the CIO.
(8) Adjournment of meetings
The chair may with the consent of a meeting at which a quorum is present
(and shall if so directed by the meeting) adjourn the meeting to another
time and/or place. No business may be transacted at an adjourned
meeting except business which could properly have been transacted at the
original meeting.
12) Charity trustees
(1) Functions and duties of charity trustees
The charity trustees shall manage the affairs of the CIO and may for that purpose
exercise all the powers of the CIO. It is the duty of each charity trustee:
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(a) to exercise his or her powers and to perform his or her functions in
his or her capacity as a trustee of the CIO in the way he or she
decides in good faith would be most likely to further the
purposes of the CIO; and
(b) to exercise, in the performance of those functions, such care and
skill as is reasonable in the circumstances having regard in particular
to:
(i) any special knowledge or experience that he or she has or holds
himself or herself out as having; and,
(ii) if he or she acts as a charity trustee of the CIO in the course of a
business or profession, to any special knowledge or experience
that it is reasonable to expect of a person acting in the course of
that kind of business or profession.
(2) Eligibility for trusteeship
(a) Every charity trustee must be a natural person.
(b) No individual may be appointed as a charity trustee of the CIO:
• if he or she is under the age of 16 years; or
• if he or she would automatically cease to hold office under the
provisions of clause 15(1)(f).
(c) No one is entitled to act as a charity trustee whether on appointment
or on any re-appointment until he or she has expressly
acknowledged, in whatever way the charity trustees decide, his or her
acceptance of the office of charity trustee.
[(d) At least one of the trustees of the CIO must be 18 years of age or
over. If there is no trustee aged at least 18 years, the remaining
trustees may only act to call a meeting of the charity trustees, or
appoint a new charity trustee.
[(e) Every trustee must be a current member, co-opted member, or
officer to, a SACRE in England at the time of their election, and be
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nominated as a trustee of the CIO by that SACRE.
(3) Number of charity trustees
(a) There must be at least three charity trustees. If the number falls
below this minimum, the remaining trustee or trustees may act only
to call a meeting of the charity trustees, or appoint a new charity
trustee.
(b) The maximum number of charity trustees is 12. The charity
trustees may not appoint any charity trustee if as a result the number
of charity trustees would exceed the maximum.
(4) First charity trustees
The first charity trustees of the CIO are –
… <name of an existing Executive Member - tbc>…………………….
… <name of an existing Executive Member - tbc>…………………….
… <name of an existing Executive Member - tbc>…………………….
… <name of an existing Executive Member - tbc>…………………….
13) Appointment of charity trustees
(1) Elected charity trustees
(a) At every annual general meeting of the members of the CIO, one-third
of the elected charity trustees shall retire from office. If the number of
elected charity trustees is not three or a multiple of three, then the
number nearest to one-third shall retire from office, but if there is
only one charity trustee, he or she shall retire;
(b) The charity trustees to retire by rotation shall be those who have been
longest in office since their last appointment or reappointment. If any
trustees were last appointed or reappointed on the same day those to
retire shall (unless they otherwise agree among themselves) be
determined by lot;
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(c) The vacancies so arising may be filled by the decision of the members
at the annual general meeting; any vacancies not filled at the annual
general meeting may be filled as provided in sub-clause (e) of this clause;
(d) The members or the charity trustees may at any time decide to appoint
a new charity trustee, whether in place of a charity trustee who has
retired or been removed in accordance with clause [15] (Retirement and
removal of charity trustees), or as an additional charity trustee, provided
that the limit specified in clause [12(3)] on the number of charity
trustees would not as a result be exceeded;
(e) A person so appointed by the members of the CIO shall retire in
accordance with the provisions of sub-clauses (b) and (c) of this clause. A
person so appointed by the charity trustees shall retire at the conclusion
of the annual general meeting next following the date of his
appointment, and shall not be counted for the purpose of determining
which of the charity trustees is to retire by rotation at that meeting.
14) Information for new charity trustees
The charity trustees will make available to each new charity trustee, on or before his
or her first appointment:
(a) a copy of this constitution and any amendments made to it; and
(b) a copy of the CIO’s latest Trustees’ Annual Report and statement
of accounts.
15) Retirement and removal of charity trustees
1) A charity trustee ceases to hold office if he or she:
(a) retires by notifying the CIO in writing (but only if enough charity trustees
will remain in office when the notice of resignation takes effect to form
a quorum for meetings);
(b) is absent without the permission of the charity trustees from all their
meetings held within a period of six months and the trustees resolve that
his or her office be vacated;
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(c) dies;
(d) in the written opinion, given to the CIO, of a registered medical
practitioner treating that person, has become physically or mentally
incapable of acting as a trustee and may remain so for more than three
months;
(e) [is removed by the members of the CIO in accordance with sub clause
(2) of this clause;] or
(f) is disqualified from acting as a charity trustee by virtue of sections 178-
180 of the Charities Act 2011 (or any statutory re-enactment or
modification of that provision).
(g) leaves or ceases to be a member, co-opted member, or officer to, a
SACRE in England, in which case the trustee must resign at the end of
their current term of office.
2) A charity trustee shall be removed from office if a resolution to remove that
trustee is proposed at a general meeting of the members called for that
purpose and properly convened in accordance with clause 11, and the
resolution is passed by a [two thirds] majority of votes cast at the meeting.
3) A resolution to remove a charity trustee in accordance with this clause shall
not take effect unless the individual concerned has been given at least 14 clear
days’ notice in writing that the resolution is to be proposed, specifying the
circumstances alleged to justify removal from office, and has been given a
reasonable opportunity of making oral and/or written representations to the
members of the CIO.
16) Reappointment of charity trustees
Any person who retires as a charity trustee by rotation or by giving notice to the
CIO is eligible for reappointment. A charity trustee who has served for three
consecutive terms may not be reappointed for a fourth consecutive term but may
be reappointed after an interval of at least one year.
17) Taking of decisions by charity trustees
Any decision may be taken either:
• at a quorate meeting of the charity trustees; or
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• by resolution in writing or electronic form agreed by a majority of all of the
charity trustees, which may comprise either a single document or several
documents containing the text of the resolution in like form to which the
majority of all of the charity trustees has signified their agreement. Such a
resolution shall be effective provided that
• a copy of the proposed resolution has been sent, at or as near as
reasonably practicable to the same time, to all of the charity trustees; and
• the majority of all of the charity trustees has signified agreement to the
resolution in a document or documents which has or have been
authenticated by their signature, by a statement of their identity
accompanying the document or documents, or in such other manner
as the charity trustees have previously resolved, and delivered to the
CIO at its principal office or such other place as the trustees may resolve
[within 28 days of the circulation date].
18) Delegation by charity trustees
(1) The charity trustees may delegate any of their powers or functions to a
committee or committees, and, if they do, they shall determine the terms and
conditions on which the delegation is made. The charity trustees may at any
time alter those terms and conditions, or revoke the delegation.
(2) This power is in addition to the power of delegation in the General Regulations
and any other power of delegation available to the charity trustees, but is
subject to the following requirements:
(a) a committee may consist of two or more persons, but at least one
member of each committee must be a charity trustee;
(b) the acts and proceedings of any committee must be brought to the
attention of the charity trustees as a whole as soon as is reasonably
practicable; and
(c) the charity trustees shall from time to time review the
arrangements which they have made for the delegation of their
powers.
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19) Meetings and proceedings of charity trustees
(1) Calling meetings
(a) Any charity trustee may call a meeting of the charity
trustees.
(b) Subject to that, the charity trustees shall decide how their meetings
are to be called, and what notice is required.
(2) Chairing of meetings
The charity trustees may appoint one of their number to chair their meetings
and may at any time revoke such appointment. If no-one has been so appointed,
or if the person appointed is unwilling to preside or is not present within 10
minutes after the time of the meeting, the charity trustees present may appoint
one of their number to chair that meeting.
(3) Procedure at meetings
(a) No decision shall be taken at a meeting unless a quorum is present at the
time when the decision is taken. The quorum is three charity trustees, or
the number nearest to one third of the total number of charity trustees,
whichever is greater, or such larger number as the charity trustees may
decide from time to time. A charity trustee shall not be counted in the
quorum present when any decision is made about a matter upon which
he or she is not entitled to vote.
(b) Questions arising at a meeting shall be decided by a majority of those
eligible to vote.
(c) In the case of an equality of votes, the person who chairs the meeting shall
have a second or casting vote.
(4) Participation in meetings by electronic means
(a) A meeting may be held by suitable electronic means agreed by the
charity trustees in which each participant may communicate with all the
other participants.
(b) Any charity trustee participating at a meeting by suitable electronic
means agreed by the charity trustees in which a participant or
participants may communicate with all the other participants shall
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qualify as being present at the meeting.
(c) Meetings held by electronic means must comply with rules for
meetings, including chairing and the taking of minutes.
20) Saving provisions
(1) Subject to sub-clause (2) of this clause, all decisions of the charity trustees,
or of a committee of charity trustees, shall be valid notwithstanding the
participation in any vote of a charity trustee:
• who was disqualified from holding office;
• who had previously retired or who had been obliged by the constitution to
vacate office;
• who was not entitled to vote on the matter, whether by reason of a conflict
of interest or otherwise;
• for whom there is a technical defect in their appointment as a trustee
of which the trustees were unaware at the time;
if, without the vote of that charity trustee and that charity trustee being counted
in the quorum, the decision has been made by a majority of the charity trustees
at a quorate meeting.
(2) Sub-clause (1) of this clause does not permit a charity trustee to keep any
benefit that may be conferred upon him or her by a resolution of the
charity trustees or of a committee of charity trustees if, but for sub-clause
(1), the resolution would have been void, or if the charity trustee has not
complied with clause 7 (Conflicts of interest).
21) Execution of documents
(1) The CIO shall execute documents by signature.
(2) A document is validly executed by signature if it is signed by at least two of the
charity trustees.
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22) Use of electronic communications
The CIO will comply with the requirements of the Communications Provisions in the
General Regulations and in particular:
(a) the requirement to provide within 21 days to any member on request a
hard copy of any document or information sent to the member otherwise
than in hard copy form;
(b) any requirements to provide information to the Commission in a particular
form or manner.
23) Keeping of Registers
The CIO must comply with its obligations under the General Regulations in relation
to the keeping of, and provision of access to, a register of its members and
charity trustees.
24) Minutes
The charity trustees must keep minutes of all:
(1) appointments of officers made by the charity trustees;
(2) proceedings at general meetings of the CIO;
(3) meetings of the charity trustees and committees of charity trustees including:
• the names of the trustees present at the meeting;
• the decisions made at the meetings; and
• where appropriate the reasons for the decisions;
(4) decisions made by the charity trustees otherwise than in meetings.
25) Accounting records, accounts, annual reports and returns, register
maintenance
(1) The charity trustees must comply with the requirements of the Charities Act
2011 with regard to the keeping of accounting records, to the preparation
and scrutiny of statements of account, and to the preparation of annual
reports and returns. The statements of account, reports and returns must be
sent to the Charity Commission, regardless of the income of the CIO, within 10
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months of the financial year end.
(2) The charity trustees must comply with their obligation to inform the
Commission within 28 days of any change in the particulars of the CIO entered
on the Central Register of Charities.
26) Rules
The charity trustees may from time to time make such reasonable and proper rules
or byelaws as they may deem necessary or expedient for the proper conduct and
management of the CIO, but such rules or bye laws must not be inconsistent with
any provision of this constitution. Copies of any such rules or bye laws currently
in force must be made available to any member of the CIO on request.
27) Disputes
If a dispute arises between members of the CIO about the validity or propriety of
anything done by the members under this constitution, and the dispute cannot be
resolved by agreement, the parties to the dispute must first try in good faith to settle
the dispute by mediation before resorting to litigation.
28) Amendment of constitution
As provided by sections 224-227 of the Charities Act 2011:
(1) This constitution can only be amended:
(a) by resolution agreed in writing by all members of the CIO; or
(b) by a resolution passed by a 75% majority of votes cast at a general meeting
of the members of the CIO.
(2) Any alteration of the CIO’s objects, of any provision of the CIO’s
constitution directing the application of property on its dissolution or any
provision of the CIO’s constitution where the alteration would provide
authorisation for any benefit to be obtained by charity trustees or members of the
CIO or persons connected with them, requires the prior written consent of the
Charity Commission.
(3) No amendment that is inconsistent with the provisions of the Charities Act 2011
or the General Regulations shall be valid.
(4) A copy of any resolution altering the constitution, together with a copy of the CIO’s
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constitution as amended, must be sent to the Commission within 15 days from
the date on which the resolution is passed.
29) Voluntary winding up or dissolution
(1) As provided by the Dissolution Regulations, the CIO may be dissolved by
resolution of its members. Any decision by the members to wind up or
dissolve the CIO can only be made:
(i) at a general meeting of the members of the CIO, called in accordance
with clause 11 (Meetings of Members), of which not less than 14
days’ notice has been given to those eligible to attend and vote, by
a resolution passed by a 75% majority of those voting, or
(b) by a resolution agreed in writing by all members of the CIO.
(2) Subject to the payment of all the CIO’s debts:
(a) Any resolution for the winding up of the CIO, or for the dissolution of the
CIO without winding up, may contain a provision directing how any
remaining assets of the CIO shall be applied.
(b) If the resolution does not contain such a provision, the charity trustees
must decide how any remaining assets of the CIO shall be applied.
(c) In either case the remaining assets must be applied for charitable purposes
the same as, or similar to, those of the CIO.
(3) The CIO must observe the requirements of the Dissolution Regulations in applying
to the Commission for the CIO to be removed from the Register of Charities,
and in particular:
(a) the charity trustees must send with their application to the Commission:
(i) a copy of the resolution passed by the members of the CIO;
(ii) a declaration by the charity trustees that any debts and other liabilities
of the CIO have been settled or otherwise provided for in full; and
(iii) a statement by the charity trustees setting out the way in which any
property of the CIO has been or is to be applied prior to its dissolution
in accordance with this constitution;
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(b) the charity trustees must ensure that a copy of the application is sent within
seven days to every member and employee of the CIO, and to any charity
trustee of the CIO who was not privy to the application.
(4) If the CIO is to be wound up or dissolved in any other circumstances, the provisions
of the Dissolution Regulations must be followed.
30) Postal Voting
(a) The CIO may, if the charity trustees so decide, allow the members to vote
by post or electronic mail (“email”) to elect charity trustees or to make a
decision on any matter that is being decided at a general meeting of the
members.
(b) The charity trustees must appoint at least two persons independent of
the CIO to serve as scrutineers to supervise the conduct of the
postal/email ballot and the counting of votes.
(c) If postal and/or email voting is to be allowed on a matter, the CIO must
send to members of the CIO not less than 21 days before the deadline
for receipt of votes cast in this way:
(i) a notice by email, if the member has agreed to receive notices in this
way under clause 22 (Use of electronic communications), including
an explanation of the purpose of the vote and the voting procedure
to be followed by the member, and a voting form capable of being
returned by email or post to the CIO, containing details of the
resolution being put to a vote, or of the candidates for election, as
applicable;
(ii) a notice by post to all other members, including a written explanation
of the purpose of the postal vote and the voting procedure to be
followed by the member; and a postal voting form containing details
of the resolution being put to a vote, or of the candidates for election,
as applicable.
(d) The voting procedure must specify the closing date and time for receipt
of votes, and must state that any votes received after the closing date or
not complying with the voting procedure will be invalid and not be
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counted.
(e) The scrutineers must make a list of names of members casting valid
votes, and a separate list of members casting votes which were invalid.
These lists must be provided to a charity trustee or other person
overseeing admission to, and voting at, the general meeting. A member
who has cast a valid postal or email vote must not vote at the meeting,
and must not be counted in the quorum for any part of the meeting on
which he, she or it has already cast a valid vote. A member who has
cast an invalid vote by post or email is allowed to vote at the meeting
and counts towards the quorum.
(f) Votes cast by post or email must be counted by all the scrutineers before
the meeting at which the vote is to be taken. The scrutineers must
provide to the person chairing the meeting written confirmation of the
number of valid votes received by post and email and the number of
votes received which were invalid.
(g) The scrutineers must not disclose the result of the postal/email
ballot until after votes taken by hand or by poll at the meeting, or by poll
after the meeting, have been counted. Only at this point shall the
scrutineers declare the result of the valid votes received, and these
votes shall be included in the declaration of the result of the vote.
(h) Any dispute about the conduct of a postal or email ballot must be
referred initially to a panel set up by the charity trustees, to consist of two
trustees and two persons independent of the CIO. If the dispute cannot
be satisfactorily resolved by the panel, it must be referred to the Electoral
Reform Services.
31) Use of electronic communications by the CIO
(a) Any member or charity trustee of the CIO, by providing the CIO with his or her
email address or similar, is taken to have agreed to receive communications
from the CIO in electronic form at that address, unless the member has
indicated to the CIO his or her unwillingness to receive such
communications in that form.
(b) The charity trustees may, subject to compliance with any legal requirements,
by means of publication on its website:
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(i) provide the members with the notice referred to in clause 11(3) (Notice of
general meetings);
(ii) give charity trustees notice of their meetings in accordance with clause
19(1) (Calling meetings); [and
(iii) submit any proposal to the members or charity trustees for decision by
written resolution or postal vote in accordance with the CIO’s powers
under clause 10 (Members’ decisions), 10(3) (Decisions taken by
resolution in writing), or [[the provisions for postal voting] (if you have
included this optional provision, please insert the correct clause number
here)].
(c) The charity trustees must:
(i) take reasonable steps to ensure that members and charity trustees are
promptly notified of the publication of any such notice or proposal;
(ii) send any such notice or proposal in hard copy form to any member or
charity trustee who has not consented to receive communications in
electronic form.
32) Interpretation
In this constitution:
“connected person” means:
(a) a child, parent, grandchild, grandparent, brother or sister of the charity
trustee;
(b) the spouse or civil partner of the charity trustee or of any person falling within
sub-clause (a) above;
(c) a person carrying on business in partnership with the charity trustee or
with any person falling within sub-clause (a) or (b) above;
(d) an institution which is controlled –
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(i) by the charity trustee, member or any connected person falling
within sub-clause (a), (b), or (c) above; or
(ii) by two or more persons falling within sub-clause (d)(i), when taken
together;
(e) a body corporate in which –
(i) the charity trustee, member or any connected person falling within sub-
clauses (a) to (c) has a substantial interest; or
(ii) two or more persons falling within sub-clause (e)(i) who, when taken
together, have a substantial interest.
Section 118 of the Charities Act 2011 apply for the purposes of interpreting the
terms used in this constitution.
“General Regulations” means the Charitable Incorporated Organisations (General)
Regulations 2012.
“Dissolution Regulations” means the Charitable Incorporated Organisations
(Insolvency and Dissolution) Regulations 2012.
The “Communications Provisions” means the Communications Provisions in [Part
9, Chapter 4] of the General Regulations.
“charity trustee” means a charity trustee of the CIO.
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.
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