Constitution of a Charitable Incorporated Organisation whose only voting members are its
charity trustees
(‘Foundation’ model constitution)
Date of constitution (last amended): 5 May 2015
1. Name
The name of the Charitable Incorporated Organisation (“the CIO”) is
The £1 Hospital
2. National location of principal office
The principal office of the CIO is in England.
3. Object
The object of the CIO is:
The relief of sickness and the preservation of health among people residing
permanently or temporarily in Sylhet, Bangladesh, through the provision of medical
clinics and the necessary resources to allow for their effective operation.
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]
4. Powers
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:
(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 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 professional fund-managers, 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
(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.
(3) 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)
General provisions
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) receive payment for the work they undertake as a trustee
(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 Charity Commission (“the Commission”). 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, or of goods that are supplied in connection with the provision of services, 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) Subject to sub-clause (3) of this clause a charity trustee or connected person may provide
the CIO with goods that are not supplied in connection with services provided to the CIO by
the charity trustee or connected person.
(d) 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).
(e) 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.
(f) 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)
Payment for supply of goods only – controls
The CIO and its charity trustees may only rely upon the authority provided by sub-clause
(2)(c) of this clause if each of the following conditions is satisfied:
(a) The amount or maximum amount of the payment for the goods is set out in a written
agreement between the CIO and the charity trustee or connected person supplying the
goods (“the supplier”).
(b) The amount or maximum amount of the payment for the goods does not exceed what is
reasonable in the circumstances for the supply of the goods in question.
(c) The other charity trustees are satisfied that it is in the best interests of the CIO to contract
with the supplier rather than with someone who is not a charity trustee or connected
person. In reaching that decision the charity trustees must balance the advantage of
contracting with a charity trustee or connected person against the disadvantages of doing so.
(d) The supplier is absent from the part of any meeting at which there is discussion of the
proposal to enter into a contract or arrangement with him or her or it with regard to the
supply of goods to the CIO.
(e) The supplier does not vote on any such matter and is not to be counted when calculating
whether a quorum of charity trustees is present at the meeting.
(f) The reason for their decision is recorded by the charity trustees in the minute book.
(g) A majority of the charity trustees then in office are not in receipt of remuneration or
payments authorised by clause 6.
(4) In sub-clauses (2) and (3) of this clause:
(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 the definition set out in clause [29]
(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 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. 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
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
[12(1)(e)].
(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.
(3) Number of charity trustees
(a) There must be at least two 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 8. 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 are as follows, and are appointed for
the following terms –
Dr Mohammed Ali
for 3 years
Mr Robert White
for 3 years
Mr Mahbub Ali
for 3 years
10. Appointment of charity trustees
(1) Apart from the first charity trustees, every trustee must be appointed for a term of 3
years by a resolution passed at a properly convened meeting of the charity trustees.
(2) In selecting individuals for appointment as charity trustees, the charity trustees must
have regard to the skills, knowledge and experience needed for the effective administration
of the CIO.
11. 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 the current version of this constitution; and
(b) a copy of the CIO’s latest Trustees’ Annual Report and statement of accounts.
12. 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;
(c) dies;
(d) in the written opinion, given to the company, of a registered medical practitioner treating
that person, has become physically or mentally incapable of acting as a director and may
remain so for more than three months;
(e) 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).
(2) Any person retiring as a charity trustee is eligible for reappointment.
3) A charity trustee who has served for three consecutive terms may not be reappointed for
a fourth consecutive term but may be reappointed if this is voted for by the other trustees.
13. 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 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 each of which one or more charity trustees has signified their
agreement.
Trustees may join meetings of the trustees by video link or by conference call
The charities technical lead and program development lead may attend all trustee
meetings and contribute to discussions but will not be able to vote
14. 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.
15. Meetings 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 two 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 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.
16. Membership of the CIO
(1) The members of the CIO shall be its charity trustees for the time being. The only persons
eligible to be members of the CIO are its charity trustees. Membership of the CIO cannot be
transferred to anyone else.
(2) Any member and charity trustee who ceases to be a charity trustee automatically ceases
to be a member of the CIO.
17. Decisions which must be made by the members of the CIO
Any decision to:
(a) amend the constitution of the CIO;
(b) amalgamate the CIO with, or transfer its undertaking to, one or more other CIOs, in
accordance with the Charities Act 2011; or
(c) wind up or dissolve the CIO (including transferring its business to any other charity) must
be made by a resolution of the members of the CIO (rather than a resolution of the charity
trustees).
(2) Decisions of the members may be made either:
(a) by resolution at a general meeting; or
(b) by resolution in writing, in accordance with sub-clause (4) of this clause.
(3) Any decision specified in sub-clause (1) of this clause must
be made in accordance with
the provisions of clause [27] (amendment of constitution), clause [28] (Voluntary winding up
or dissolution), or the provisions of the Charities Act 2011, the General Regulations or the
Dissolution Regulations as applicable. Those provisions require the resolution to be agreed
by a 75% majority of those members voting at a general meeting, or agreed by all members
in writing.
(4) Except where a resolution in writing must be agreed by all
the members, such a
resolution may be agreed by a simple majority of all the members who are entitled to vote
on it. Such a resolution shall be effective provided that:
(a) a copy of the proposed resolution has been sent to all the members eligible to vote; and
(b) the required 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 document signifying a member’s agreement
must be authenticated by their signature, by a statement of their identity accompanying the
document, or in such other manner as the CIO has specified.
The resolution in writing may comprise several copies to which one or more members has
signified their agreement. 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.
18. General meetings of members
(1)
Calling of general meetings of members
The charity trustees may designate any of their meetings as a general meeting of the
members of the CIO. The purpose of such a meeting is to discharge any business which must
by law be discharged by a resolution of the members of the CIO as specified in clause [18]
(Decisions which must be made by the members of the CIO).
(2)
Notice of general meetings of members (a) The minimum period of notice required to hold a general meeting of the members of the
CIO is 14 days.
(b) Except 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, a general meeting may
be called by shorter notice if it is so agreed by a majority of the members of the CIO.
(c) 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.
(3)
Procedure at general meetings of members
The provisions in clause 15 (2)-(4) governing the chairing of meetings, procedure at meetings
and participation in meetings by electronic means apply to any general meeting of the
members, with all references to trustees to be taken as references to members.
(4)
Proxy voting
(a) Any member of the CIO may appoint another person as
a proxy to exercise all or any of
that member’s rights to attend, speak and vote at a general meeting of the CIO. Proxies must
be appointed by a notice in writing (a “proxy notice”) which:
(i) states the name and address of the member appointing the proxy;
(ii) identifies the person appointed to be that member’s proxy and the general meeting in
relation to which that person is appointed;
(iii) is signed by or on behalf of the member appointing the proxy, or is authenticated in such
manner as the CIO may determine; and
(iv) is delivered to the CIO in accordance with the constitution and any instructions
contained in the notice of the general meeting to which they relate.
(b) The CIO may require proxy notices to be delivered in a particular form, and may specify
different forms for different purposes.
(c) Proxy notices may (but do not have to) specify how the proxy appointed under them is to
vote (or that the proxy is to abstain from voting) on one or more resolutions.
(d) Unless a proxy notice indicates otherwise, it must be treated as:
i) allowing the person appointed under it as a proxy discretion as to how to vote on any
ancillary or procedural resolutions put to the meeting; and
(ii) appointing that person as a proxy in relation to any adjournment of the general meeting
to which it relates as well as the meeting itself.
(e) A member who is entitled to attend, speak or vote (either on a show of hands or on a
poll) at a general meeting remains so entitled in respect of that meeting or any adjournment
of it, even though a valid proxy notice has been delivered to the CIO by or on behalf of that
member.
(f) An appointment under a proxy notice may be revoked by delivering to the CIO a notice in
writing given by or on behalf of the member by whom or on whose behalf the proxy notice
was given.
(g) A notice revoking a proxy appointment only takes effect if it is delivered before the start
of the meeting or adjourned meeting to which it relates.
(h) If a proxy notice is not signed or authenticated by the member appointing the proxy, it
must be accompanied by written evidence that the person who signed or authenticated it on
that member’s behalf had authority to do so.
(5) 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
[21] (Use of electronic communication, 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 require all forms returned by post to be in an envelope with
the member’s name and signature, and nothing else, on the outside, inside another
envelope addressed to ‘The Scrutineers for [name of CIO]’, at the CIO’s principal office or
such other postal address as is specified in the voting procedure.
(e) The voting procedure for votes cast by email must require the member’s name to be at
the top of the email, and the email must be authenticated in the manner specified in the
voting procedure.
(f) Email votes must be returned to an email address used only for this purpose and must be
accessed only by a scrutineer.
(g) 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 counted.
(h) 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.
(i) For postal votes, the scrutineers must retain the internal envelopes (with the member’s
name and signature). For email votes, the scrutineers must cut off and retain any part of the
email that includes the member’s name. In each case, a scrutineer must record on this
evidence of the member’s name that the vote has been counted, or if the vote has been
declared invalid, the reason for such declaration.
(j) 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.
(k) 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.
(l) Following the final declaration of the result of the vote, the scrutineers must provide to a
charity trustee or other authorised person bundles containing the evidence of members
submitting valid postal votes; evidence of members submitting valid email votes; evidence of
invalid votes; the valid votes; and the invalid votes.
(m) 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 Society.
19. 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;
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).
20. Execution of documents
(1) The CIO shall execute documents either by signature or by affixing its seal (if it has one)
(2) A document is validly executed by signature if it is signed 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.
21. Use of electronic communications
(1) 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.
(2)
To the CIO
Any member or charity trustee of the CIO may communicate 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 is satisfactory to the CIO.
(3) 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 :
(i) provide the members with the notice referred to in clause 19(2) (Notice of
general meetings);
(ii) give charity trustees notice of their meetings in accordance with clause 15(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 17
(Members’ decisions), 17 (4) (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; and
(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.
22. 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 (combined) register of its members and charity
trustees.
23. 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.
24. 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 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.
25. 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.
26. 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.
27. 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 those voting at a general meeting of the
members of the
CIO called in accordance with clause 18 (General meetings of members).
(2) Any alteration of clause 3 (Objects), clause [28] (Voluntary winding up or dissolution), this
clause, or of any provision 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 every resolution amending the constitution, together with a copy of the CIO’s
constitution as amended must be
sent to the Commission by the end of the period of 15
days beginning with the date of passing of the resolution, and the amendment does not take
effect until it has been recorded in the Register of Charities.
28. 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 18
(General meetings of members), of which not less than 14 days’ notice has 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 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;
(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.
29. 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 –
(i) by the charity trustee 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 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 10,
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.
