Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees

(‘Association’ model constitution)

Date of constitution (last amended):

17 July 2025

Name

The name of the Charitable Incorporated Organisation (“theCIO”) is

Creative Bognor

1. National location of principal office

The CIO must have a principal office in England or Wales.The principal office of the CIO is in England

2. Objects

The objects of the CIO are

THE CHARITY'S OBJECTIVES (THE OBJECTS) ARE: (A) TO PROMOTE, MAINTAIN AND IMPROVE THE PUBLIC'S UNDERSTANDING AND APPRECIATION OF THE ARTS IN SUSSEX AND BOGNOR REGIS IN PARTICULAR.   (B) INCLUDING BY: (I) ESTABLISHING AND MAINTAINING ARCHIVES AND ART GALLERIES FOR THE BENEFIT OF THE PUBLIC; (II) CREATING SEASONAL ART FESTIVALS, RUNNING WORKSHOPS AND COMMUNITY ART PROGRAMMES IN AND AROUND BOGNOR FOR THE BENEFIT OF THE PUBLIC. III) SUCH OTHER MEANS AS THE TRUSTEES MAY DETERMINE FOR THE BENEFIT OF THE BOGNOR REGIS PUBLIC.

(C) TO IMPROVE CONNECTIVITY AND RESILIENCE IN BOGNOR REGIS AND IN PARTICULAR ITS ARTS COMMUNITY BY (I) ESTABLISHING A PHYSICAL AND VIRTUAL ART HUB(S) FOR BOGNOR ARTISTS AND ARTS ORGANISATIONS; TO IMPROVE OPPORTUNITY FOR COLLABORATION AND MUTUAL SUPPORT TO BENEFIT BOGNOR. (II) TO BUILD PARTNERSHIPS WITH RELEVANT PUBLIC AND PRIVATE SECTORS, INITIATING MEETINGS AND REPRESENTING ARTISTS AND ART ORGANISATIONS TO ENSURE VIABLE ART PROJECT PROPOSALS ARE DULY CONSIDERED.  iii) PROVIDE A MECHANISM BY WHICH ARTISTS AND ARTS ORGANISATIONS CAN ENGAGE IN PUBLIC REALM IMPROVEMENTS FOR THE BENEIFT OF THE PUBLIC IN BOGNOR REGIS. iv) SUCH OTHER MEANS AS THE TRUSTEES MAY DETERMINE FOR THE BENEFIT OF THE

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 andTrustee Investment (Scotland) Act 2005] and [section 2 of theCharities Act (Northern Ireland) 2008].

3. Powers

The CIO has power to do anything which is calculated to further its object[s] or is conducive or incidental to doing so.In particular, the CIO has power to:

(1) 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;

(2) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;

(3) 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;

(4) 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;

(5) 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.

4. Application of income and property

(1) The income and property of the CIO must be applied solely towards the promotion of the objects.

(a) 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.

(b) 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.

(2) [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:

(a) receiving a benefit from the CIO as a beneficiary of the CIO;

(b) buying or receiving goods and/or services from the CIO on reasonable and proper terms;

(c) selling goods, services or any interest in land to the CIO on reasonable and proper terms;

(d) being employed by, or receiving remuneration from, the CIO on reasonable and proper terms;

(e) receiving 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);

(f) receiving rent for premises let by the member or connected person to the CIO. The amount of rent and the other terms of the lease must be reasonable and proper; or

(g) taking part in the normal trading and fundraising activities on the same terms as members of the public.

(h) 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 andconnected persons

(1) General provisions

No charity trustee or connected person may:

(a) buy or receive any goods or services from the CIO onterms 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, theCIO;

(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 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.

(3) In clauses 5 and 6:

(a) “the CIO” includes any company in which the CIO:

(i) holds more than 50% of the shares; or

(ii) controls more than 50% of the voting rights attached to the shares; or

(iii) has the right to appoint one or more directors to the board of the company; 

(b) “connected person” includes any person within thedefinition set out in clause [30] (Interpretation);

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 CIOwhich has not previously been declared; and

(2) absent himself or herself from any discussions of thecharity trustees in which it is possible that a conflictof interest will arise between his or her duty to act solely in the interests of the CIO and any personalinterest (including but not limited to any financialinterest).

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 thecharity trustees on the matter.

8. Liability of members to contribute to the assets of theCIO 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 personalresponsibility for settling its debts and liabilities.

 

9. Membership of the CIO

(1) Admission of new members

(a) Eligibility

Membership of the CIO is open to anyone who isinterested in furthering its purposes, and who, by applying for membership, has indicated his, heror its agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause.

A member may be an individual, a corporate body, or[an individual or corporate body representing] an organisation which is not incorporated.

(b) Admission procedure

The charity trustees:

(i) may require applications for membership to be made in any reasonable way that theydecide;

(ii) [shall, if they approve an application for membership, notify the applicant of their decision within [21 days];]

(iii) may refuse an application for membership ifthey believe that it is in the best interests of theCIO for them to do so;

(iv) shall, if they decide to refuse an applicationfor membership, give the applicant their reasons for doing so, within [21 days] of thedecision being taken, and give the applicant the opportunity to appeal against the refusal; and

(v) shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of theapplication for membership shall be final.

(2) Transfer of membership

Membership of the CIO cannot be transferred to anyone else [except in the case of an individual or corporate body representing an organisation which is not incorporated,whose membership may be transferred by the unincorporated organisation to a new representative. Such transfer of membership does not take effect until the CIOhas received written notification of the transfer].

(3) Duty of members 

It is the duty of each member of the CIO to exercise his or her powers as a member of the CIO in the way he or shedecides in good faith would be most likely to further thepurposes of the CIO.

(4) Termination of membership

(a) Membership of the CIO comes to an end if:

(i) the member dies, or, in the case of an organisation (or the representative of anorganisation) that organisation 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 itsfalling due; or

(iv) the charity trustees decide that it is in the best interests of the CIO that the member inquestion should be removed from membership, and pass a resolution to that effect.

(b) Before the charity trustees take any decision to remove someone from membership of the CIOthey must:

(i) inform the member of the reasons why it isproposed to remove him, her or it frommembership;

(ii) give the member at least 21 clear days notice in which to make representations to the charity trustees as to why he, she or it should not be removed from membership;

(iii) at a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership;

(iv) consider at that meeting any representations which the member makes as to why themember should not be removed; and

(v) allow the member, or the member’s representative, to make those representations inperson at that meeting, if the member so chooses.

(5) Membership fees

The CIO may require members to pay reasonable membership fees to the CIO.

[(6) Informal or associate (non-voting) membership 

(a) The charity trustees may create associate or other classes of non-voting membership, and maydetermine the rights and obligations of any suchmembers (including payment of membership fees),and the conditions for admission to, and termination of membership of any such class ofmembers.

(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 DissolutionRegulations.]

10. Members’ decisions 

(1) General provisions

Except for those decisions that must be taken in aparticular 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 themembers of the CIO may be taken by means of a resolutionat 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 resolutionin 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 meetingshall be effective, provided that:

(i) a copy of the proposed resolution has been sent to all the 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 principal office within the period of 28 days beginning with the circulation date. The documentsignifying a member’s agreement must beauthenticated by their signature (or in the caseof an organisation which is a member, byexecution according to its usual procedure),by a statement of their identity accompanyingthe document, or in such other manner as theCIO 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 ofreceiving 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).

(c) Any decision to wind up or dissolve the CIO must be taken in accordance with clause [29] of thisconstitution (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 theCharities Act 2011.

11. General meetings of members

(1) Types of general meeting

There must be an annual general meeting (AGM) of themembers of the CIO. The first AGM must be heldwithin 18 months of the registration of the CIO, andsubsequent AGMs must be held at intervals of not morethan 15 months. The AGM must receive the annualstatement of accounts (duly audited or examined where applicable) and the trustees’ annual report, and mustelect 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 ageneral 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, and is authenticated by the member(s) making the request.

(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) of this clause shall have effect as if 5% weresubstituted for 10%.

(d) Any such request may include particulars of aresolution that may properly be proposed, and isintended to be proposed, at the meeting.

(e) A resolution may only properly be proposed if itis lawful, and is not defamatory, frivolous orvexatious.

(f) Any general meeting called by the charity trustees at the request of the members of the CIOmust be held within 28 days from the date onwhich 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 heldnot more than 3 months after the date when the members first requested the meeting.

(i) The CIO must reimburse any reasonableexpenses incurred by the members calling ageneral meeting by reason of the failure of the charity trustees to duly call the meeting, but theCIO shall be entitled to be indemnified by the charity trustees who were responsible for suchfailure.

(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 14clear days notice of any general meeting to all of the members, and to any charity trustee of the CIO whois not a member.

(b) If it is agreed by not less than 90% of all members of the CIO, any resolution may be proposed andpassed 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 specifiedperiod of notice is strictly required by another clausein this constitution, by the Charities Act 2011 or bythe General Regulations.

(c) The notice of any general meeting must:

(i) state the time and date of the meeting:

(ii) give the address at which the meeting is to takeplace;

(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 atthe meeting; and

(iv) if a proposal to alter the constitution of the CIOis to be considered at the meeting, include thetext 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 electionor re-election as trustee, or where allowed under clause [22] (Use of electronic communication), details of where the information may be found on the CIO’swebsite.

(d) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that anelectronic form of notice was properly addressedand 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 toreceive 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, ifpresent 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 [5]% or[three] members. An organisation represented by aperson present at the meeting in accordance with sub-clause (7) of this clause, is counted as beingpresent in person.

(c) If the meeting has been called by or at the requestof 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 ofthe starting time specified in the notice of the meeting, the chair must adjourn the meeting. Thedate, time and place at which the meeting willresume must [either be announced by the chair or]be notified to the CIO’s members at least sevenclear days before the date on which it will resume.

(e) If a quorum is not present within 15 minutes of thestart time of the adjourned meeting, the member or members present at the meeting constitute aquorum.

(f) If at any time during the meeting a quorum ceasesto be present, the meeting may discuss issues andmake recommendations to the trustees but may notmake any decisions. If decisions are requiredwhich 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 [unless otherwise provided in the rights of a particular class of membership under this constitution].

(b) A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or onthe 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 memberspresent in person or by proxy at the meeting.

(c) A poll demanded on the election of a person tochair the meeting or on a question of adjournmentmust be taken immediately. A poll on any othermatter shall be taken, and the result of the pollshall be announced, in such manner as the chair of the meeting shall decide, provided that the pollmust be taken, and the result of the poll announced, within 30 days of the demand for thepoll.

(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 ashow of hands or on a poll, the chair of the meetingshall have a second, or casting vote.]

(f) Any objection to the qualification of any voter mustbe raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall befinal.

(7) Representation of [organisations and] corporate members

A[n organisation or a]corporate body that is a memberof the CIO may, in accordance with its usual decision-making process, authorise a person to act as itsrepresentative at any general meeting of the CIO.

The representative is entitled to exercise the same powers on behalf of the [organisation or] corporate body as the [organisation or] corporate body couldexercise as an individual member of the CIO.

(8) Adjournment of meetings

The chair may with the consent of a meeting atwhich a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another timeand/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:

(a) to exercise his or her powers and to perform his or her functions in his or her capacity as atrustee of the CIO in the way he or she decidesin good faith would be most likely to furtherthe purposes of the CIO; and

(b) to exercise, in the performance of thosefunctions, such care and skill as is reasonable in the circumstances having regard in particular to:

(i) any special knowledge or experience that he orshe has or holds himself or herself out ashaving; 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 charitytrustee 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 trusteewhether 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 theoffice of charity trustee.

[(d) At least one of the trustees of the CIO must be 18years of age or over. If there is no trustee agedat least 18 years, the remaining trustees mayonly act to call a meeting of the charity trustees,or appoint a new charity trustee.]

(3) Number of charity trustees

Option 1

(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.

Option 1a

(b) The maximum number of charity trustees is [12].The charity trustees may not appoint any charitytrustee 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 – 

…

…………………………………………

 

13. Appointment of charity trustees

[(1) At the first annual general meeting of the members of the CIO all the charity trustees shall retire from office;]

(2) At every [subsequent] annual general meeting of the members of the CIO, one third of the charity trustees shall retire from office. If the number of 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;

(3) The charity trustees to retire by rotation shall be thosewho have been longest in office since their lastappointment or reappointment. If any trustees werelast appointed or reappointed on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot;

(4) The vacancies so arising may be filled by the decisionof the members at the annual general meeting; anyvacancies not filled at the annual general meeting may be filled as provided in sub-clause (5) of this clause;

(5) The members or the charity trustees may at any timedecide to appoint a new charity trustee, whether in place of a charity trustee who has retired or beenremoved 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 trusteeswould not as a result be exceeded;

(6) A person so appointed by the members of the CIO shall retire in accordance with the provisions of sub-clauses (2) and (3) of this clause. A person so appointed by the charity trustees shall retire at theconclusion of the next annual general meeting afterthe date of his or her appointment, and shall not be counted for the purpose of determining which of the charity trustees is to retire by rotation at thatmeeting.

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’ AnnualReport 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 whenthe notice of resignation takes effect to form a quorum for meetings);

(b) is absent without the permission of the charitytrustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated;

(c) dies;

(d) in the written opinion, given to the CIO, of a registered medical practitioner treating that person, has become physically or mentallyincapable 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 byvirtue of sections 178-180 of the Charities Act2011 (or any statutory re-enactment or modification of that provision).

[(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 accordancewith this clause shall not take effect unless the individual concerned has been given at least 14 cleardays’ notice in writing that the resolution is to beproposed, specifying the circumstances alleged to justify removal from office, and has been given areasonable 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 orby giving notice to the CIO is eligible for reappointment.[A charity trustee who has served for [three] consecutiveterms may not be reappointed for a [fourth] consecutive term but may be reappointed after an interval of at least[three years].]

17. Taking of decisions by charity trustees

Any decision may be taken either:

• at a meeting of the charity trustees; or
• 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 severaldocuments 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, ator as near as reasonably practicable to the same time, to all of the charity trustees; and
• the majority of all of the charity trustees hassignified agreement to the resolution in adocument 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, anddelivered 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 issubject 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 mustbe 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 timereview the arrangements which they have made for the delegation of their powers.

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 whatnotice is required.

(2) Chairing of meetings

The charity trustees may appoint one of their number tochair their meetings and may at any time revoke suchappointment. If no-one has been so appointed, or if theperson appointed is unwilling to preside or is not presentwithin 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 istaken. The quorum is two charity trustees, or thenumber nearest to one third of the total number ofcharity trustees, whichever is greater, or such larger number as the charity trustees may decide from timeto time. A charity trustee shall not be counted in thequorum present when any decision is made about amatter 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 castingvote.] 

(4) Participation in meetings by electronic means

(a) A meeting may be held by suitable electronicmeans agreed by the charity trustees in which each participant may communicate with all theother participants.

(b) Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants maycommunicate with all the other participants shallqualify 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 theparticipation 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 hasbeen made by a majority of the charity trustees at a quorate meeting.

(2) Sub-clause (1) of this clause does not permit acharity trustee to keep any benefit that may beconferred upon him or her by a resolution of the charity trustees or of a committee of charity trusteesif, but for sub-clause (1), the resolution would have been void, or if the charity trustee has not compliedwith clause 7 (Conflicts of interest).

21. Execution of documents 

(1) The CIO shall execute documents either bysignature or by affixing its seal (if it has one).

(2) A document is validly executed by signature if it issigned by at least two of the charity trustees.

(3) [If the CIO has a seal:

(a) it must comply with the provisions of the General Regulations; and

(b) the seal must only be used by the authority of the charity trustees or of a committee of charity trustees duly authorised by the charity trustees.The charity trustees may determine who shall sign any document to which the seal is affixed and unless otherwise so determined it shall be signed by two charity trustees.]

22. Use of electronic communications 

[(1) General]

The CIO will comply with the requirements of theCommunications Provisions in the General Regulations andin particular:

(a) the requirement to provide within 21 days to any member on request a hard copy of any document orinformation sent to the member otherwise than inhard copy form;

(b) any requirements to provide information to the Commission in a particular form or manner.

(2) To the CIO

Any member or charity trustee of the CIO maycommunicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which issatisfactory to the CIO.

(3) By the CIO

(a) Any member or charity trustee of the CIO, byproviding the CIO with his or her email address orsimilar, is taken to have agreed to receivecommunications from the CIO in electronic form at that address, unless the member has indicated to theCIO his or her unwillingness to receive suchcommunications in that form.

(b) The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website:

(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 inaccordance 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).

(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; 

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

23. Keeping of Registers 

The CIO must comply with its obligations under the General Regulations in relation to the keeping of, andprovision of access to, a (combined) register of itsmembers 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 ofcharity 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 thepreparation and scrutiny of statements of account, and to the preparation of annual reports and returns. The statements of account, reports andreturns must be sent to the Charity Commission, regardless of the income of the CIO, within 10months 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 forcemust be made available to any member of the CIO onrequest.

27. Disputes 

If a dispute arises between members of the CIO about thevalidity 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 ingood 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 connectedwith 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 constitution asamended, must be sent to the Commission within 15 daysfrom 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:

(a) 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’ noticehas been given to those eligible to attend and vote:

(i) by a resolution passed by a 75% majority of those voting, or

(ii) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; 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 forthe 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 Commissionfor 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 beenor is to be applied prior to its dissolution inaccordance with this constitution; 

(b) the charity trustees must ensure that a copy of the application is sent within seven days to everymember and employee of the CIO, and to any charity trustee of the CIO who was not privy to theapplication.

(4) If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the DissolutionRegulations must be followed.

30. Interpretation 

In this constitution:

“connected person” means:

(a) a child, parent, grandchild, grandparent, brother orsister of the charity trustee or member;

(b) the spouse or civil partner of the charity trustee,member or of any person falling within sub-clause (a) above;

(c) a person carrying on business in partnership with the charity trustee, member or with any person falling within sub-clause (a) or (b) above;

(d) an institution which is controlled –

 

(i) by the charity trustee, member or any connectedperson 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 asubstantial interest; or

(ii) two or more persons falling within sub-clause (e)(i)who, when taken together, have a substantialinterest.

Section 118 of the Charities Act 2011 apply for thepurposes 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 theCommunications Provisions in [Part 9, Chapter 4] of theGeneral 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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(ii)  

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Appendix 2 – Guidance notes

These explanatory notes are for advice and reference onlyand do not form part of the text of the constitution.

Date of constitution

Inserting the date of the constitution is good practice, and helps to ensure everyone has the same document. The dateto enter here is the date the constitution, or any amendment to it, has taken effect. Leave this undated until the constitution has been registered or insert the date that the last amendment to the constitution took effect.

Clause 1 - Name

You must include the name of the CIO in the constitution. In general, the Commission can accept any charity name unlessit would be misleading, offensive or too similar to the nameor working name of an existing charity (unless the CIO is replacing that charity). The Commission has powers to require a charity to change its name if this happens. Further information on this is provided in our publication How to choose a charity name and Registering as a charity (CC21)which are available on our website. There are also legal restrictions on using the same name as an existing company (unless it is a charitable company that is converting to aCIO) or as a former company or CIO that underwentinsolvent liquidation – if in doubt seek professional advice.

Clause 2 - Principal office

The constitution must state whether the CIO’s principal office is in England or Wales.

Clause 3 – Objects

The CIO must have exclusively charitable objects which you must set out in the constitution. Guidance on appropriatewording for objects is available on our website. The key elements to include are:

• the purpose or purposes for which the CIO is being established;
• the people who can benefit; and if appropriate
• any geographic limits defining the area of benefit. If you include an area of benefit, it is common to define it by reference to a local government area: this has the advantage of clarity and simplicity, but can create problems if the areais subsequently altered or abolished. If this happens infuture, contact the Commission for advice on amending the objects.

1. If you cannot fit your objects in the space provided, please include them on a separate piece of paper and submit this with the constitution.

If the CIO needs to be recognised as a charity in Scotlandand/or Northern Ireland you will need to include the relevant parts of the wording in square brackets to meet the requirements of charity law in those countries.

Clause 4 - Powers – The Charities Act 2011 (‘2011 Act’) gives a CIO power to do ‘anything which is calculated to further its purposes or is conducive or incidental to doing so’.Strictly speaking, this is the only power a CIO needs. It can,however, be helpful to state certain powers explicitly in the constitution. In particular, a stated power to borrow [(1)] mayreassure potential lenders. For this reason we recommend thatyou include the example powers set out in the model (theseinclude powers to buy, sell and lease property, employ staff and delegate investment management to a professional fund-manager). You may add other express powers here if you wish to.

You may include a constitutional provision restricting the general power in the 2011 Act. You must only include such a restriction if it is in the CIO’s interests. You must not restrict the CIO’s powers in a way that prevents it from disposing of its property. Restrictions on the powers are not provided for inthis model and we recommend that you seek appropriate advice if you are considering this.

Clause 5 – Application of income and property

5(1) reflects the statutory provisions in the 2011 Act about aCIO charity trustee’s entitlement to reasonable expenses andthat they may benefit from trustee indemnity insurance. We recommend that you include it in the constitution, to informpeople involved with the charity.

5(2) reflects charity law requirements that the income and property of a CIO must be applied solely to further its objectsand not to benefit the members or charity trustees (except aspermitted by the governing document (see clause 6) or other express power). The trustees have a duty to ensure that thefunds are correctly applied in accordance with this principle.

For clause 5(2) two options are provided. The second option allows wider benefits for members and connected persons who are not also trustees. You should only use one of the options and delete the other.

Members and connected persons may benefit from the CIO where this benefit is in the interests of the CIO. You can amend the second option to include additional specific benefits that members and connected persons are entitled to receive. If you later need to change this clause, you will need the Commission's consent.

Clause 6 - Benefits and payments to charity trustees andconnected persons

Charity trustees may only benefit from their charity if theyhave express legal authorisation to do so (such as a clause in the constitution). This restriction extends to people closely connected to a trustee (‘connected persons’ – this term is defined in the interpretation clause). You should include this clause so that charity trustees are clear about the restrictionsthat apply to them; and unless you include it, the statutory provisions will apply. Even where trustees are allowed to benefit from the CIO, this must only happen where the benefitis in the interests of the CIO. Our guidance Trustee expenses and payments (CC11) provides more information about trustee benefits.

The model clause permits a minority of the charity trustees or connected persons to receive payments and other benefits in certain instances (such as for goods and services they supply to the CIO), subject to the stated controls. The option also allows other types of trustee benefit, subject to the Commission’s prior consent.

You may restrict the benefits that the charity trustees will be allowed receive by altering these clauses, but if you later need to undo any of the restrictions it will require the Commission’s consent to do so. Trustees do not have to usethese powers just because they have them – we suggest you may find it simpler to keep to the model wording.

None of these options allows trustees to receive payment foracting as a trustee.

(2)(a) If all of the trustees will benefit from the activities ofthe CIO (for example, by using facilities available to all inhabitants of the area, such as a community centre), youmay wish to substitute the following wording: “A charity trustee or connected person may receive a benefit from the CIO as a beneficiary provided that it is available generally to the beneficiaries of the CIO.’

(2)(c) The CIO should document the amount of, and the termsof, the trustee’s or connected person’s loan.

Clause 7 – Conflicts of interest and conflicts of loyalty

The General Regulations provide that a charity trustee of aCIO must not take part in any decision from which they would directly or indirectly benefit personally, unless they cannot reasonably be regarded as having a conflict of interest. This clause reminds the trustees of this requirement and alsoreflects wider good practice on managing conflicts of interest and conflicts of loyalty. 

Clause 8 – Liability of members

The constitution must state whether members of the CIO either:

(a) have no liability to contribute to the assets of the CIO ifit is wound up [option 1] 

or:

(b) will be liable to contribute up to a maximum amount each if the CIO cannot meet its financial obligations whenit is wound up [option 2].

Choose one option and delete the other. There is no preferenceor requirement in the legal framework for members to be liable to contribute anything.

If you choose option 2, you must insert the maximum amount (normally a nominal sum such as £1 or £10) for which members will be individually liable.

Clause 9 – Membership of the CIO

A CIO must have one or more members.

If all of the CIO’s voting members will also be trustees andthere will be no other voting members, you should use the Foundation Model Constitution.

(1)(a) and (b) You must state in the constitution who is eligible to be a member and how someone becomes a member.

It is possible to include more restrictive membershipprovisions (for example requiring members to be ‘approved’ by the charity trustees); in that case the membership refusalprovisions (clause 9(1)(b)(iii)) would also need to be changed. Membership must not be unreasonably restricted if the members are also the beneficiaries of the CIO as thatwould affect public benefit.

(1)(a) Normally, the members of a charity are individuals, but corporate bodies (eg companies) can also be members. In afew cases, charities say they also have unincorporated bodies (eg local associations that are part of a national federation) asmembers. Legal experts disagree about this, but charities asked us not to prevent it by default. If a CIO will have unincorporated members, they should either be represented by a person they nominate (keep the words in square brackets) oract as members in their own right (delete the words in square brackets). The CIO will need to make rules to govern how anyunincorporated members exercise their rights and duties asmembers, for example, attending meetings and voting, ormeeting any liability to contribute funds in the event of the CIO winding up.

(2) We recommend you include this provision, otherwisethe charity’s membership records could become unworkable and the charity would lose control over membership. Include the words in square brackets if the membership includes representatives of unincorporated organisations (see clause 9(1)(a)); otherwise remove them.

(3) This is the legal duty of each member of the CIO as setout in the Charities Act 2011. You may find it helpful to set this out in the constitution. The constitution cannot changethe members’ legal duty.

(4) The General Regulations state that the constitution must contain provision for retirement and termination of membership. The suggestions here are based on experience and good practice.

(5) Charities have discretion to set and charge membershipfees, but it may be advisable to state this in the constitution to avoid any misunderstanding.

Classes of membership – Some charities have different categories or classes of members with different voting rights.The General Regulations require that if this applies to the CIO, the different categories of members and their voting rights must be set out in the constitution. We are unable to provide a model clause for this as it will need to be drafted to reflect the CIO’s particular circumstances. You may need professional advice on a suitable wording.

We do not advise CIOs to have different classes ofmembership, but it is permissible where the trustees consider it to be in the interests of the CIO.

(6) Power to create informal or associate membership - We advise CIOs to include this power if they will have or may consider having an informal (associate) membership. Membership of this kind does not count as membership for legal purposes, for example in terms of voting rights, legal obligations to act in the interests of the charity or any liabilityto contribute to the assets of the CIO on dissolution.

Details of any informal members should not be included in the Register of Members.

Clause 10 – Members’ decisions

These provisions reflect provisions in the General Regulations that govern decision-making by members. We recommend they are included in the constitution for clarity.

(2) This clause describes the usual mechanism for makingdecisions at general meetings. We recommend that it is included in the constitution to reduce the possibility of disagreements about decision-making by members.

(3) This power (to take decisions other than by resolution at a general meeting) is optional, but if the CIO intends to use it, it must be included in the constitution.

(4) This clause highlights when special provisions apply to a decision, and we recommend you include it. Only include(a) if you are including the corresponding optional power to remove charity trustees.

A CIO may include further restrictions in its constitution controlling how particular decisions must be taken (this is called ‘a provision for entrenchment’). CIOs considering thisshould seek professional advice.

Clause 11 - General Meetings of members

The General Regulations state that the constitution must include provisions about the holding and calling of general meetings, including: procedure at general meetings; theappointment of a Chair; the minimum number of members who can form a quorum; whether members can demand apoll; and the procedure for conducting a poll. Whilst it is nota legal requirement, we strongly recommend that CIOs witha wider voting membership include provisions along these lines and do not include provisions allowing them to opt out of holding general meetings including an annual generalmeeting. Certain decisions (such as amendments to the constitution) must be made by the members rather than the trustees, and general meetings are the usual way that membership-based charities make such decisions. Members’ meetings are also an important method both ofcommunicating with members and being accountable tothem.

Except where indicated as legal or regulatory requirements, the provisions in this clause are examples based on recommended good practice.

(5)(b) The General Regulations require that the Constitution must specify a quorum. We suggest that the quorum shouldbe 5% (or three) of the members. You may choose a differentfigure. If it is set too high, any absences may make it difficultto hold a valid meeting; if it is too low, a small minority maybe able to impose their views unreasonably.

(5)(d) This model constitution does not require formal noticeto be repeated for an adjourned meeting, but provision forthis may be made in the constitution by deleting the wordingin square brackets. (This may help to ensure that there is abetter attendance at the adjourned meeting.)

(6)(b)-(d) The General Regulations require that, if membersare to have the right to demand a poll, this must be set out inthe constitution, including provisions governing the mannerin which it will be conducted. The provisions suggested herereflect good practice.

Proxy voting –The General Regulations stipulate that members can only vote by proxy if there is a specific provision in the constitution, which must set out:

(a) how a member appoints a proxy;

(b) the rights of the proxy; and

(c) how the appointment is terminated.

For recommended wording (which does not form part of themodel), please see Appendix 1 to this constitution.

Postal voting – The General Regulations stipulate thatmembers can only use postal votes if there is a specific provision in the constitution, which must make provision about the circumstances in which, and the way in which, suchvotes may be given.

For recommended wording (which does not form part of themodel), please see Appendix 1 to this constitution.

(7) If the CIO will have corporate members, the General Regulations require that the constitution must include provision explaining how they will be represented at generalmeetings.

If the CIO will have unincorporated members (see clause 9– Membership of the CIO) you should include references to organisations in this clause. Otherwise you should delete thewords in square brackets.

References to deemed notice periods are subject to Regulation 53 of the General Regulations and therefore exclude Saturdays and Sundays, Christmas Day, Good Friday and any bank holidays under the Banking and Financial Dealings Act 1971 in England and Wales.

Clause 12 – Charity trustees

(1) This clause explains the charity trustees’ legal function,legal duty to act in good faith, and statutory duty of care. We recommend that these should be set out in the constitution. The trustees cannot adopt a lower duty of care.

(2) You should include provisions setting out who is eligibleto be a charity trustee of the CIO.

Sub-clause (a) requires all trustees to be individuals. It islegally permissible for a corporate body to be a charity trustee, but we would advise against a trustee body includingboth individuals and one or more corporate bodies. Where the CIO will have corporate members we recommend that theyshould not be elected as trustees; only individuals or nominees of these bodies should be eligible for election.

This clause and those that follow are drafted on the basis that the CIO will be governed by a trustee body made up ofa number of individuals. If there is a good reason why theCIO will be administered by a single trustee (eg a corporation) or have any other trusteeship arrangement, youwill need to amend clauses 12-16, and should seek yourown professional advice.

The suggested provisions in (b) reflect the law and (c) is based on good practice. There are offences under the General Regulations concerning legally disqualified individuals actingas trustees.

If there are to be additional conditions for trustee eligibility(beyond the legal restrictions), these must be stated in the constitution. For example, some charities add requirements to ensure that trustees have particular knowledge (or experience eg of the locality in which the CIO operates or ofissues relevant to the people that the CIO serves).

(2)(d) Contains an optional restriction on the proportion ofcharity trustees who are under 18. The Commissionencourages charities to involve young people in their governance in whatever ways are appropriate in the circumstances, but advises against having a board made up entirely of people under 18. CIO trustees cannot be under 16

(3) The General Regulations require that the constitutionmust state the minimum number of charity trustees, if more than one.

We recommend setting and including minimum and maximum numbers of charity trustees.

A CIO can have a fixed number of trustees or a range between a maximum and minimum (which will give the CIO more flexibility). Option 1a provides for a specified maximumnumber. Option 1b provides for no maximum limit. Option 2 provides for other trustee appointment arrangements in accordance with clause 13 (see below).

Choose:

• Clause 12(3) Option 1 (and Option 1a or b) and Clause13 Option 1 

or

• choose Clause 12(3) Option 2 and Clause 13 Option 2(selecting the relevant parts of each section). 

Delete the options that you have not chosen.

For good practice, a CIO should have at least three charitytrustees. If the number of trustees falls below the minimum specified in the constitution, the provisions in clause 12(3)will enable the remaining charity trustees to appoint new trustees and prevent the CIO from becoming inoperable.

A CIO should have enough charity trustees to effectivelycarry out their duties, but not too many so that it becomes impractical to hold effective trustee meetings whereeveryone can participate in decision making. We suggest amaximum of 12 trustees, but you may choose a higher orlower number depending on the CIO’s needs.

(4) The General Regulations require that the constitution must include the names of the first charity trustees.

Clause 13 - Appointment of charity trustees

The constitution must make provision about the appointmentof one or more persons to be charity trustees.

This clause contains two options. Choose the corresponding options in Clause 12(3) and Clause 13.

Option 1 provides for new trustees to be appointed by the membership (‘elected’) and retire by rotation. This is the simplest, and likely to be the usual, arrangement for most association CIOs.

The mechanism for election and retirement in this clause reflects good practice. You may wish to include provision forall trustees to retire at the first AGM [(1)] but this is notessential.

(5) allows the existing charity trustees or the members to appoint additional trustees to temporarily fill vacancies or to bring additional skills and experience onto the trustee board.We recommend that you include this power.

Option 2 provides for new trustees to be appointed indifferent ways including election by members, ex-officio (ieby virtue of holding a certain office, eg the local vicar) and nomination by another organisation. If you use option 2 you will need to amend it to meet the CIO’s particular circumstances depending on the combination of differentmethods of appointment that will apply. These additionalappointment methods are usually only appropriate for charities operating in particular local areas or with links toparticular bodies, and where it is desired to involvemembers of local councils, local churches or other external organisations on the trustee body.

You may wish to include provision for all elected trustees to retire at the first AGM [(1)(a)] but this is not essential.

(1)(e) allows the existing charity trustees or the members toappoint additional trustees to temporarily fill vacancies or to bring additional skills and experience onto the trustee board.We recommend that you include this power.

Clause 14 – Information for new charity trustees

This clause represents good practice; we recommend that youinclude it. It is vital for new trustees to have easy access to the information and training that they need to become effective members of the trustee body.

Clause 15 – Retirement and removal of charity trustees

(1) The General Regulations require that the constitution mustcontain provisions setting out how charity trustees may retire or otherwise cease to hold office. The provisions in the modelfollow recommended good practice.

(2) and (3) This is an optional power allowing the members to remove a charity trustee. The members may only removetrustees if a power to do so is included in the constitution.This power should be exercised only in the interests of the charity, and it is important that the process is fair and transparent (as provided in (3)).

Clause 16 – Reappointment of charity trustees

This clause will help to ensure clarity about reappointing trustees who have retired. We recommend that you include it.There is an optional provision to limit the number ofconsecutive terms that a trustee can serve for, which may help to encourage regular turnover and change on the trusteeboard. (It is good practice to aim for a balance between continuity and change.)

Clause 17 - Taking of decisions by charity trustees

The power to take decisions by resolution in writing or electronic form outside meetings is optional, but if the trusteesintend to use it, it must be included in the constitution. This sub-clause sets out the procedure for written resolutions.

Clause 18 – Delegation by charity trustees

This power is optional. We recommend you include it as amatter of good practice. The General Regulations give charitytrustees of a CIO automatic power to delegate tasks to sub- committees, staff or agents; but without this additional constitutional power, the trustees will be unable to delegateany power to make decisions.

Sub-clauses (2)(a)-(c) reflect minimum good practice and aresafeguards that should not be removed or diminished.

Clause 19 – Meetings of charity trustees

The General Regulations require that the Constitution must include provisions for the calling and running of meetings including the minimum number of trustees who shall form a quorum, appointment of a chair and, if trustees will be able todemand a poll (a counted vote, normally with voting papers), the procedure for conducting such a poll. The provisions in this model are good practice recommendations.

(We have not included provision for trustees to have a poll as feedback from our consultations suggested that most charitiesdid not feel it was appropriate. If this power is required,please see clause 11(6)(b-e) for a suitable wording.)

(3)(a) We recommend that the quorum for trustee meetings should not be less than one third of the number of trustees.

(3)(c) It is common, but not obligatory, for the Chair to have a casting vote. You may include or delete this power.

(4) – This clause is strongly recommended but will be required if one or more of the CIO’s trustees may from time to time participate in meetings by telephone or similar means.

Clause 20 – Saving provisions

We recommend that you include this clause to reduce therisk of trustees’ decisions being declared invalid for purely technical reasons.

Clause 21 – Execution of documents

We recommend that you include this clause, for clarity about how documents may be validly executed on behalf ofthe CIO. It includes provision for use of a seal, which the General Regulations stipulate must be included if the CIOis to have a seal (but there is no requirement to have one).The General Regulations require the full name of the CIOto be clearly written on the seal, and failure to comply with this is an offence.

Clause 22 – Use of electronic communications

The General Regulations include provisions governing the use of electronic communication, and we recommend that CIO trustees familiarise themselves with the requirements. Failure to comply with the requirement to provide a hardcopy would constitute an offence.

The General Regulations state that if the CIO intends to automatically use electronic communication or a website tosend formal communications to members, this must be statedin the constitution, which must also set out the circumstances in which this will happen. For suggested wording, please see Appendix 1 to this constitution.

Clause 23 – Keeping of registers

This clause reflects the requirements in the GeneralRegulations that the CIO keeps registers of members and charity trustees and makes this information available for inspection by interested persons. This does not have to bestated in the constitution but is included to serve as a reminder.

Clause 24 – Minutes

This clause reflects the requirements of the General Regulations regarding record keeping. We recommend thatthis clause is included, to remind the trustees of theirresponsibilities. However, clause 24(1) should only be retained if the constitution includes other provisions on the appointment of officers.

Clause 25 – Accounting records (etc)

This clause reflects the trustees’ duties under the Charities Act 2011. We recommend that this clause is included, toremind the trustees of their responsibilities.

Clause 26 - Rules

We recommend that this power should be included for clarity, but charities automatically have this power and an expresspower is not needed. It is important that members are madeaware of, and can easily obtain, copies of any rules.

Clause 27 – Disputes

It is good practice to include provisions for dealing with any disputes that arise between members of the CIO. Litigationcan be expensive, and litigation about the internal affairs of a charity would almost certainly constitute “charity proceedings”, which can be taken only with the Commission’sauthority. We would usually require the parties to a dispute tohave tried mediation first.

Clause 28 – Amendment of constitution

Before phase 3 of the Charities Act 2022 comes into force, this clause reflects the CIOs’ statutory power of amendment insections 224-227 of the Charities Act 2011. A CIO’sconstitution should include these provisions for ease of reference. The constitution of a CIO cannot override thestatutory power of constitutional amendment, but the General Regulations provide that you may include additionalrestrictions in some or all cases, for example requiring alonger period of notice before the meeting, or a highermajority, for certain changes. Additional restrictions are not provided for in this model and if you are considering this, werecommend that you take appropriate advice. To request theCommission’s consent to an amendment or to inform the Commission of an amendment, please complete our online form.

After phase 3 of the Charities Act 2022 comes into force, a regulated alteration of a CIO’s objects under s.226 and 227 of the Charities Act 2011 does not take effect until it has been registered or later if the resolution containing the amendment specifies this. Any other amendment to the CIO’s constitution takes effect on the date that the resolution containing the amendment is passed or a later date if the resolution containing the amendment specifies this.

Clause 29 – Voluntary winding up or dissolution

This clause reflects the provisions of the Charities Act 2011,the General Regulations and Dissolution Regulations. Werecommend that it is included in the constitution for ease of reference. It also highlights that there are other requirements in the Dissolution Regulations that the trustees must comply with, as there are offences for non- compliance. To inform theCommission of your CIO’s dissolution, please complete our online form.

(2) The constitution must contain directions about how its property will be applied if it is wound up. Any assets remaining after the payment of debts must be applied for charitable purposes that are similar to those of the CIO.

(4) it is essential for trustees to be aware that if the CIO is unable to meet its financial obligations in full when it is wound up, the provisions in sub-clauses (1)-(3) do not apply,and the relevant provisions of the Dissolution Regulations must be followed. Failure to do so is not only an offence, butit could lead to personal liability for the trustees.

Clause 30 – Interpretation

This clause explains some terms used in the rest of the constitution.

​​NOVEMBER 2023