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

8/19/2019 Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees.docx

1/21

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

(‘Association’ Model Constitution)

Date of constitution (last amended):

1. ameThe name of the Charitable Incorporated Organisation (the CIO) is:

FO!T "!TAT" COMM#$IT% A!!OCIATIO$

!. ational location of principal officeThe CIO must ha&e a principal office in "ngland or 'ales The principal office of the CIO isin "ngland co *ublic +ibrar,- !t .ohns 'a,- Corringham- "sse/- !!01 1+.

". Ob#ectsThe ob2ects of the CIO are:

To 3or4 for the public benefit of all local residents- li&ing- 3or4ing on- and using the Frost"state- 3ith particular reference to the residents of the estate To promote and nurturecommunit, spirit and 3ell5being- and pro&ide a safer- more friendl, and accessibleen&ironment To impro&e and enhance the facilities a&ailable to the Frost "statecommunit,- and surrounding areas

a To 3or4 to3ards impro&ing the 6ualit, of life for local people and their communit,b To assist- and encourage communit, cohesion- promote communit, spirit- and nurture asense of responsibilit, 3ithin the communit,c To promote the interests and rights of residents and to encourage them to be moreacti&el, in&ol&ed in their communit,d To represent the interests of all the residents 3ithin the defined area

$othing in this constitution shall authorise an application of the propert, of the CIO for thepurposes 3hich are not charitable in accordance 3ith section 1 of the Charities andTrustee In&estment (!cotland) Act 7889 and section 7 of the Charities Act ($orthernIreland) 788

".1 $rea of %enefitThe Association co&ers the follo3ing defined geographical area: Thurroc4 +ocal Authorit,-4no3n locall, as The Frost "state (formerl, 4no3n as The ;iffords Cross "state)-Corringham- "sse/ 3hich 3ill include:

Arundel


2/21


3/21

an, benefit or pa,ment 3hich is authorised b, Clause

). %enefits and payments to charity trustees and connected persons

0 ;eneral pro&isions:

$o charit, trustee or connected person ma,:

a =u, or recei&e an, goods or ser&ices from the CIO on terms preferential to thoseapplicable to members of the public@

b !ell goods- ser&ices- or an, interest in land to the CIO@c =e emplo,ed b,- or recei&e an, remuneration from- the CIOd ecei&e an, other financial benefit from the CIO@

#nless the pa,ment or benefit is permitted b, sub5clause (7) of this clause- or authorisedb, the court or the prior 3ritten consent of the Charit, Commission (Dthe CommissionE) has

been obtained In this clause- a Dfinancial benefitE means a benefit- direct or indirect- 3hichis either mone, or has a monetar, &alue

7 !cope and po3ers permitting trustees’ or connected persons’ benefits:

a A charit, trustee or connected person ma, recei&e a benefit from the CIO as abeneficiar, of the CIO pro&ided that a ma2orit, of the trustees do not benefit in this3a,

b A charit, trustee or connected person ma, enter into a contract for the suppl, ofser&ices- or of goods that are supplied in connection 3ith the pro&ision of ser&ices-to the CIO 3here that is permitted in accordance 3ith- and sub2ect to theconditions in- section 09 to 0 of the Charities Act 7800

c !ub2ect to sub5clause () of this clause a charit, trustee or connected person ma,pro&ide the CIO 3ith goods that are not supplied in connection 3ith ser&icespro&ided to the CIO b, the charit, trustee or connected person

d A charit, trustee or connected person ma, recei&e interest on mone, lent to theCIO at a reasonable and proper rate 3hich must be not more than the =an4 of"ngland ban4 rate (also 4no3n as the base rate)

e A charit, trustee or connected person ma, recei&e rent for premises let b, thetrustee or connected person to the CIO The amount of the rent and the otherterms of the lease must be reasonable and proper The charit, trustee concerned

must 3ithdra3 from an, meeting at 3hich such a proposal or the rent or otherterms of the lease are under discussionf A charit, trustee or connected person ma, ta4e part in the normal trading and

fundraising acti&ities of the CIO on the same terms as members of the public

*a,ment for suppl, of goods onl, controls

The CIO and its charit, trustees ma, onl, rel, upon the authorit, pro&ided b, sub5clause(7)(c) of this clause if each of the follo3ing conditions is satisfied:

i The amount or ma/imum amount of the pa,ment for the goods is set out in a 3ritten

agreement bet3een the CIO and the charit, trustee or connected person suppl,ingthe goods (Dthe supplierE)


4/21

ii The amount or ma/imum amount of the pa,ment for the goods does not e/ceed3hat is reasonable in the circumstances for the suppl, of the goods in 6uestion

iii The other charit, trustees are satisfied that it is in the best interests of the CIO tocontract 3ith the supplier rather than 3ith someone 3ho is not a charit, trustee orconnected person In reaching that decision the charit, trustees must balance the

ad&antage of contracting 3ith a charit, trustee or connected person against thedisad&antages of doing so

i& The supplier is absent from the part of an, meeting at 3hich there is discussion ofthe proposal to enter into a contract or arrangement 3ith him or her or it 3ith regardto the suppl, of goods to the CIO

& The supplier does not &ote on an, such matter and is not to be counted 3hencalculating 3hether a 6uorum of charit, trustees is present at the meeting

&i The reason for their decision is recorded b, the charit, trustees in the minute boo4&ii A ma2orit, of the charit, trustees then in office are not in receipt of remuneration or

pa,ments authorised b, clause

> In sub5clauses (7) and () of this clause:

a Dthe CIOE includes an, compan, in 3hich the CIO:

i holds more than 98G of the shares@ or ii controls more than 98G of the &oting rights attached to the shares@ or iii has the right to appoint one or more directors to the board of the compan,@

b Dconnected personE includes an, person 3ithin the definition set out in clause H8(Interpretation)@

*. Conflicts of interest and conflicts of loyalty

A charit, must not:

0


5/21

0 Admission of ne3 members

a "ligibilit,

Membership of the CIO is open to an,one 3ho is interested in furthering its purposes-and 3ho- b, appl,ing for membership- has indicated his- her or its agreement tobecome a member and acceptance of the dut, of members set out in sub5clause () ofthis clause

A member ma, be an indi&idual- a corporate bod,- or an indi&idual or corporate bod,representing an organisation 3hich is not incorporated

b Admission procedure

The charit, trustees:

i ma, re6uire applications for membership to be made in an, reasonable 3a, thatthe, decide@

ii ma, refuse an application for membership if the, belie&e that it is in the bestinterests of the CIO for them to do so@

iii shall- if the, decide to refuse an application for membership- gi&e the applicant theirreasons for doing so- 3ithin H70 da,s of the decision being ta4en- and gi&e theapplicant the opportunit, to appeal against the refusal@ and

i& shall gi&e fair consideration to an, such appeal- and shall inform the applicant oftheir decision- but an, decision to confirm refusal of the application for membershipshall be final

7 Transfer of membership

Membership of the CIO cannot be transferred to an,one else e/cept in the case of anindi&idual or corporate bod, representing an organisation 3hich is not incorporated- 3hosemembership ma, be transferred b, the unincorporated organisation to a ne3representati&e !uch transfer of membership does not ta4e effect until the CIO hasrecei&ed 3ritten notification of the transfer

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 representati&e of anorganisation) that organisation ceases to e/ist@ or

ii the member sends a notice of resignation to the charit, trustees@ or iii an, sum of mone, o3ed b, the member to the CIO is not paid in full 3ithin si/


6/21


7/21

period of 7 da,s beginning 3ith the circulation date The document signif,ing amember’s agreement must be authenticated b, their signature (or in the case ofan organisation 3hich is a member- b, e/ecution according to its usualprocedure)- b, a statement of their identit, accompan,ing the document- or insuch other manner as the CIO has specified

b The resolution in 3riting ma, comprise se&eral copies to 3hich one or moremembers has signified their agreement

c "ligibilit, to &ote on the resolution is limited to members 3ho are members of theCIO on the date 3hen the proposal is first circulated in accordance 3ith paragraph‘a’ abo&e

d $ot less than 08G of the members of the CIO ma, re6uest the charit, trustees toma4e a proposal for decision b, the members

e The charit, trustees must 3ithin 70 da,s of recei&ing such a re6uest compl, 3ith itif:

i The proposal is not fri&olous or &e/atious- and does not in&ol&e the publication ofdefamator, material@

ii The proposal is stated 3ith sufficient clarit, to enable effect to be gi&en to it if it isagreed b, the members@ and

iii "ffect can la3full, be gi&en to the proposal if it is so agreed

f !ub5clauses (a) to (c) of this clause appl, to a proposal made at the re6uest ofmembers

>


8/21


9/21

meeting- include the te/t of the proposed alteration@& include- 3ith the notice for the A;M- the annual statement of accounts and

trustees’ annual report- details of persons standing for election or re5 election astrustee- or 3here allo3ed under clause H77 (#se of electronic communication)-details of 3here the information ma, be found on the CIO’s 3ebsite

d *roof that an en&elope containing a notice 3as properl, addressed- prepaid andposted@ or that an electronic form of notice 3as properl, addressed and sent- shallbe conclusi&e e&idence that the notice 3as gi&en $otice shall be deemed to begi&en > hours after it 3as posted or sent

e The proceedings of a meeting shall not be in&alidated because a member 3ho 3asentitled to recei&e notice of the meeting did not recei&e it because of accidentalomission b, the CIO

> Chairing of general meetings

The person nominated as chair b, the charit, trustees under clause H0B(7) (Chairing ofmeetings)- shall- if present at the general meeting and 3illing to act- preside as chair of themeeting !ub2ect to that- the members of the CIO 3ho are present at a general meetingshall elect a chair to preside at the meeting

9 Kuorum at general meetings

a $o business ma, be transacted at an, general meeting of the members of the CIOunless a 6uorum is present 3hen the meeting starts

b !ub2ect to the follo3ing pro&isions- the 6uorum for general meetings shall be thegreater of H9G or Hthree members An organisation represented b, a personpresent at the meeting in accordance 3ith sub5clause (1) of this clause- is countedas being present in person

c If the meeting has been called b, or at the re6uest of the members and a 6uorum isnot present 3ithin 09 minutes of the starting time specified in the notice of themeeting- the meeting is closed

d If the meeting has been called in an, other 3a, and a 6uorum is not present 3ithin09 minutes of the starting time specified in the notice of the meeting- the chair mustad2ourn the meeting The date- time and place at 3hich the meeting 3ill resumemust Heither be announced b, the chair or be notified to the CIO’s members at leastse&en clear da,s before the date on 3hich it 3ill resume

e If a 6uorum is not present 3ithin 09 minutes of the start time of the ad2ournedmeeting- the member or members present at the meeting constitute a 6uorumf If at an, time during the meeting a 6uorum ceases to be present- the meeting ma,

discuss issues and ma4e recommendations to the trustees but ma, not ma4e an,decisions If decisions are re6uired 3hich must be made b, a meeting of themembers- the meeting must be ad2ourned

Joting at general meetings

a An, decision other than one falling 3ithin clause H08(>) (


10/21

constitutionb A resolution put to the &ote of a meeting shall be decided on a sho3 of hands-

unless (before or on the declaration of the result of the sho3 of hands) a poll is dul,demanded A poll ma, be demanded b, the chair or b, at least 08G of themembers present in person or b, pro/, at the meeting

c A poll demanded on the election of a person to chair the meeting or on a 6uestion of ad2ournment must be ta4en immediatel, A poll on an, other matter shall be ta4en-and the result of the poll shall be announced- in such manner as the chair of themeeting shall decide- pro&ided that the poll must be ta4en- and the result of the pollannounced- 3ithin 8 da,s of the demand for the poll

d A poll ma, be ta4en:

i at the meeting at 3hich it 3as demanded@ or ii at some other time and place specified b, the chair@ or iii through the use of postal or electronic communications

e In the e&ent of an e6ualit, of &otes- 3hether on a sho3 of hands or on a poll- thechair of the meeting shall ha&e a second- or casting &ote

f An, ob2ection to the 6ualification of an, &oter must be raised at the meeting at3hich the &ote is cast and the decision of the chair of the meeting shall be final

1 epresentation of Horganisations and corporate members

AHn organisation or a corporate bod, that is a member of the CIO ma,- in accordance 3ithits usual decision5ma4ing process- authorise a person to act as its representati&e at an,general meeting of the CIO

The representati&e is entitled to e/ercise the same po3ers on behalf of the Horganisationor corporate bod, as the Horganisation or corporate bod, could e/ercise as an indi&idualmember of the CIO

Ad2ournment of meetings

The chair ma, 3ith the consent of a meeting at 3hich a 6uorum is present (and shall if sodirected b, the meeting) ad2ourn the meeting to another time andor place $o business

ma, be transacted at an ad2ourned meeting e/cept business 3hich could properl, ha&ebeen transacted at the original meeting

1!. Charity trustees

0 Functions and duties of charit, trustees

The charit, trustees shall manage the affairs of the CIO and ma, for that purpose e/erciseall the po3ers of the CIO It is the dut, of each charit, trustee:

a to e/ercise his or her po3ers and to perform his or her functions as a trustee of the

CIO in the 3a, he or she decides in good faith 3ould be most li4el, to further thepurposes of the CIO@ and


11/21

b to e/ercise- in the performance of those functions- such care and s4ill as isreasonable in the circumstances ha&ing regard in particular to:

i an, special 4no3ledge or e/perience that he or she has or holds himself or

herself out as ha&ing@ andii if he or she acts as a charit, trustee of the CIO in the course of a business or

profession- to an, special 4no3ledge or e/perience that it is reasonable toe/pect of a person acting in the course of that 4ind of business or profession

7 "ligibilit, for trusteeship

a "&er, charit, trustee must be a natural personb $o one ma, be appointed as a charit, trustee:

• if he or she is under the age of 0 ,ears@ or

• if he or she 3ould automaticall, cease to hold office under the pro&isions of

clause H09(0)(f)

c $o one is entitled to act as a charit, trustee 3hether on appointment or on an, re5appointment until he or she has e/pressl, ac4no3ledged- in 3hate&er 3a, thecharit, trustees decide- his or her acceptance of the office of charit, trustee

d At least one of the trustees of the CIO must be 0 ,ears of age or o&er If there is notrustee aged at least 0 ,ears- the remaining trustee or trustees ma, act onl, to calla meeting of the charit, trustees- or appoint a ne3 charit, trustee

$umber of charit, trustees

Option 0a There must be at least Hthree charit, trustees If the number falls belo3 this

minimum- the remaining trustee or trustees ma, act onl, to call a meeting of thecharit, trustees- or appoint a ne3 charit, trustee

Option 0ab The ma/imum number of charit, trustees is B The charit, trustees ma, not appoint

an, charit, trustee if as a result the number of charit, trustees 3ould e/ceed thema/imum

> First charit, trustees

The first charit, trustees of the CIO are

Laren =ar4er- .oe a&enhall- *eter Oour4e- "merson ;orham- Alan +edger-


12/21

1". $ppointment of charity trustees

0 At the first annual general meeting of the members of the CIO all the charit,trustees shall retire from office@

7 At e&er, subse6uent annual general meeting of the members of the CIO- one5third

of the charit, trustees shall retire from office If the number of charit, trustees is notthree or a multiple of three- then the number nearest to one5third shall retire fromoffice- but if there is onl, one charit, trustee- he or she shall retire@

The charit, trustees to retire b, rotation shall be those 3ho ha&e been longest inoffice since their last appointment or reappointment If an, trustees 3ere lastappointed or reappointed on the same da, those to retire shall (unless the,other3ise agree among themsel&es) be determined b, lot@

> The &acancies so arising ma, be filled b, the decision of the members at the annualgeneral meeting@ an, &acancies not filled at the annual general meeting ma, befilled as pro&ided in sub5clause (9) of this clause@

9 The members or the charit, trustees ma, at an, time decide to appoint a ne3

charit, trustee- 3hether in place of a charit, trustee 3ho has retired or beenremo&ed in accordance 3ith clause H09 (etirement and remo&al of charit,trustees)- or as an additional charit, trustee- pro&ided that the limit specified inclause H07() on the number of charit, trustees 3ould not as a result be e/ceeded@

A person so appointed b, the members of the CIO shall retire in accordance 3iththe pro&isions of sub5clauses (7) and () of this clause A person so appointed b,the charit, trustees shall retire at the conclusion of the ne/t annual general meetingafter the date of his or her appointment- and shall not be counted for the purpose ofdetermining 3hich of the charit, trustees is to retire b, rotation at that meeting

1&. Information for new charity trustees

The charit, trustees 3ill ma4e a&ailable to each ne3 charit, trustee- on or before his or her first appointment:

a a cop, of this constitution and an, amendments made to it@ andb a cop, of the CIO’s latest trustees’ annual report and statement of accounts

1(. 2etirement and removal of charity trustees

0 A charit, trustee ceases to hold office if he or she:

a retires b, notif,ing the CIO in 3riting (but onl, if enough charit, trustees 3ill remainin office 3hen the notice of resignation ta4es effect to form a 6uorum for meetings)@

b is absent 3ithout the permission of the charit, trustees from all their meetings held3ithin a period of si/ months and the trustees resol&e that his or her office be&acated@

c dies@d in the 3ritten opinion- gi&en to the compan,- of a registered medical practitioner

treating that person- has become ph,sicall, or mentall, incapable of acting as adirector and ma, remain so for more than three months@

e is remo&ed b, the members of the CIO in accordance 3ith sub5clause (7) of this

clause@ or f is dis6ualified from acting as a charit, trustee b, &irtue of section 01508 of the


13/21

Charities Act 7800 (or an, statutor, re5enactment or modification of that pro&ision)

7 A charit, trustee shall be remo&ed from office if a resolution to remo&e that trustee isproposed at a general meeting of the members called for that purpose and properl,con&ened in accordance 3ith clause H00- and the resolution is passed b, a t3o5thirds

ma2orit, of &otes cast at the meeting

A resolution to remo&e a charit, trustee in accordance 3ith this clause shall not ta4eeffect unless the indi&idual concerned has been gi&en at least 0> clear da,s’ notice in3riting that the resolution is to be proposed- specif,ing the circumstances alleged to 2ustif,remo&al from office- and has been gi&en a reasonable opportunit, of ma4ing oral andor3ritten representations to the members of the CIO

1). 2eappointment of charity trustees

An, person 3ho retires as a charit, trustee b, rotation or b, gi&ing notice to the CIO is

eligible for reappointment

1*. 3a4ing of decisions by charity trustees

An, decision ma, be ta4en either:

• at a meeting of the charit, trustees@ or

• b, resolution in 3riting or electronic form agreed b, all of the charit, trustees- 3hich

ma, comprise either a single document or se&eral documents containing the te/t ofthe resolution in li4e form to each of 3hich one or more charit, trustees has

signified their agreement

1+. Delegation by charity trustees

0 The charit, trustees ma, delegate an, of their po3ers or functions to a committeeor committees- and- if the, do- the, must determine the terms and conditions on3hich the delegation is made The charit, trustees ma, at an, time alter thoseterms and conditions- or re&o4e the delegation

7 This po3er is in addition to the po3er of delegation in the ;eneral egulations andan, other po3er of delegation a&ailable to the charit, trustees- but is sub2ect to thefollo3ing re6uirements 5

a a committee ma, consist of t3o or more persons- but at least one member ofeach committee must be a charit, trustee@

b the acts and proceedings of an, committee must be brought to the attention ofthe charit, trustees as a 3hole as soon as is reasonabl, practicable@ and

c the charit, trustees shall from time to time re&ie3 the arrangements 3hich the,ha&e made for the delegation of their po3ers

1-. eetings and proceedings of charity trustees

0 Calling meetings

a An, charit, trustee ma, call a meeting of the charit, trustees


14/21

b !ub2ect to that- the charit, trustees shall decide ho3 their meetings are to be called-and 3hat notice is re6uired

7 Chairing of meetings

The charit, trustees ma, appoint one of their number to chair their meetings and ma, atan, time re&o4e such appointment If no5one has been so appointed- or if the personappointed is un3illing to preside or is not present 3ithin 08 minutes after the time of themeeting- the charit, trustees present ma, appoint one of their number to chair thatmeeting

*rocedure at meetings

a $o decision shall be ta4en at a meeting unless a 6uorum is present at the time3hen the decision is ta4en The 6uorum is three charit, trustees- or the numbernearest to Hone third of the total number of charit, trustees- 3hiche&er is greater- or

such larger number as the charit, trustees ma, decide from time to time A charit,trustee shall not be counted in the 6uorum present 3hen an, decision is madeabout a matter upon 3hich he or she is not entitled to &ote

b Kuestions arising at a meeting shall be decided b, a ma2orit, of those eligible to&ote

c In the case of an e6ualit, of &otes- the chair shall ha&e a second or casting &ote

> *articipation in meetings b, electronic means

a A meeting ma, be held b, suitable electronic means agreed b, the charit, trusteesin 3hich each participant ma, communicate 3ith all the other participants

b An, charit, trustee participating at a meeting b, suitable electronic means agreedb, the charit, trustees in 3hich a participant or participants ma, communicate 3ithall the other participants shall 6ualif, as being present at the meeting

c Meetings held b, electronic means must compl, 3ith rules for meetings- includingchairing and the ta4ing of minutes

!/. 5aving provisions

0 !ub2ect to sub5clause (7) of this clause- all decisions of the charit, trustees- or of acommittee of charit, trustees- shall be &alid not3ithstanding the participation in an,

&ote of a charit, trustee:

• 3ho 3as dis6ualified from holding office@

• 3ho had pre&iousl, retired or 3ho had been obliged b, the constitution to

&acate office@

• 3ho 3as not entitled to &ote on the matter- 3hether b, reason of a conflict of

interest or other3ise@

if- 3ithout the &ote of that charit, trustee and that charit, trustee being counted inthe 6uorum- the decision has been made b, a ma2orit, of the charit, trustees at a6uorate meeting

7 !ub5clause (0) of this clause does not permit a charit, trustee to 4eep an, benefit


15/21

that ma, be conferred upon him or her b, a resolution of the charit, trustees or of acommittee of charit, trustees if- but for clause (0)- the resolution 3ould ha&e been&oid- or if the charit, trustee has not complied 3ith clause 1 (Conflicts of interest)

!1. 67ecution of documents

0 The CIO shall e/ecute documents either b, signature or b, affi/ing its seal (if it hasone)

7 A document is &alidl, e/ecuted b, signature if it is signed b, at least t3o of thecharit, trustees

If the CIO has a seal:

a it must compl, 3ith the pro&isions of the ;eneral egulations@ andb it must onl, be used b, the authorit, of the charit, trustees or of a committee of

charit, trustees dul, authorised b, the charit, trustees The charit, trustees ma,determine 3ho shall sign an, document to 3hich the seal is affi/ed and unless

other3ise determined it shall be signed b, t3o charit, trustees

!!. 8se of electronic communications

0 ;eneral

The CIO 3ill compl, 3ith the re6uirements of the Communications*ro&isions in the ;eneral egulations and in particular:

a the re6uirement to pro&ide 3ithin 70 da,s to an, member on re6uest a hard cop, ofan, document or information sent to the member other3ise than in hard cop, form@

b an, re6uirements to pro&ide information to the Commission in a particular form ormanner

!". 9eeping of 2egisters

The CIO must compl, 3ith its obligations under the ;eneral egulations in relation to the4eeping of- and pro&ision of access to- registers of its members and charit, trustees

!&. inutes

The charit, trustees must 4eep minutes of all:

0 appointments of officers made b, the charit, trustees@7 proceedings at general meetings of the CIO@ meetings of the charit, trustees and committees of charit, trustees including:

• the names of the trustees present at the meeting@

• the decisions made at the meetings@ and

• 3here appropriate the reasons for the decisions@

> decisions made b, the charit, trustees other3ise than in meetings

!(. $ccounting records: accounts: annual reports and returns: register maintenance

0 The charit, trustees must compl, 3ith the re6uirements of the Charities Act 7800


16/21

3ith regard to the 4eeping of accounting records- to the preparation and scrutin, ofstatements of accounts- and to the preparation of annual reports and returns Thestatements of accounts- reports and returns must be sent to the Charit,Commission- regardless of the income of the CIO- 3ithin 08 months of the financial,ear end

7 The charit, trustees must compl, 3ith their obligation to inform the Commission3ithin 7 da,s of an, change in the particulars of the CIO entered on the Centralegister of Charities

!). 2ules

The charit, trustees ma, from time to time ma4e such reasonable and proper rules or b,ela3s as the, ma, deem necessar, or e/pedient for the proper conduct and managementof the CIO- but such rules or b,e la3s must not be inconsistent 3ith an, pro&ision of thisconstitution Copies of an, such rules or b,e la3s currentl, in force must be madea&ailable to an, member of the CIO on re6uest

!*. Disputes

If a dispute arises bet3een members of the CIO about the &alidit, or propriet, of an,thingdone b, the members under this constitution- and the dispute cannot be resol&ed b,agreement- the parties to the dispute must first tr, in good faith to settle the dispute b,mediation before resorting to litigation

!+. $mendment of constitution

As pro&ided b, clauses 77>5771 of the Charities Act 7800:

0 This constitution can onl, be amended:

a b, resolution agreed in 3riting b, all members of the CIO@ or b b, a resolution passed b, a 19G ma2orit, of &otes cast at a general meeting of

the members of the CIO

7 An, alteration of clause (Ob2ects)- clause H7B (Joluntar, 3inding up ordissolution)- this clause- or of an, pro&ision 3here the alteration 3ould pro&ideauthorisation for an, benefit to be obtained b, charit, trustees or members of the

CIO or persons connected 3ith them- re6uires the prior 3ritten consent of theCharit, Commission $o amendment that is inconsistent 3ith the pro&isions of the Charities Act 7800 or

the ;eneral egulations shall be &alid> A cop, of an, resolution altering the constitution- together 3ith a cop, of the CIO’s

constitution as amended- must be sent to the Commission 3ithin 09 da,s from thedate on 3hich the resolution is passed The amendment does not ta4e effect until ithas been recorded in the egister of Charities

!-. ;oluntary winding up or dissolution

0 As pro&ided b, the


17/21

made:

a at a general meeting of the members of the CIO called in accordance 3ith clauseH00 (Meetings of Members)- of 3hich not less than 0> da,s’ notice has been gi&ento those eligible to attend and &ote:

i b, a resolution passed b, a 19G ma2orit, of those &oting- or ii b, a resolution passed b, decision ta4en 3ithout a &ote and 3ithout an,

e/pression of dissent in response to the 6uestion put to the general meeting@ or

b b, a resolution agreed in 3riting b, all members of the CIO

7 !ub2ect to the pa,ment of all the CIO’s debts:

a An, resolution for the 3inding up of the CIO- or for the dissolution of the CIO3ithout 3inding up- ma, contain a pro&ision directing ho3 an, remaining assets of

the CIO shall be appliedb If the resolution does not contain such a pro&ision- the charit, trustees must decide

ho3 an, remaining assets of the CIO shall be appliedc In either case the remaining assets must be applied for charitable purposes the

same as or similar to those of the CIO

The CIO must obser&e the re6uirements of the If the CIO is to be 3ound up or dissol&ed in an, other circumstances- the pro&isions ofthe


18/21

clause (a) abo&e@c a person carr,ing on business in partnership 3ith the charit, trustee or 3ith an,

person falling 3ithin sub5 clause (a) or (b) abo&e@d an institution 3hich is controlled

i b, the charit, trustee or an, connected person falling 3ithin sub5clause (a)- (b)-or (c) abo&e@ or

ii b, t3o or more persons falling 3ithin sub5clause (d)(i)- 3hen ta4en together

e a bod, corporate in 3hich

i the charit, trustee or an, connected person falling 3ithin sub5clauses (a) to (c)has a substantial interest@ or

ii t3o or more persons falling 3ithin sub5clause (e)(i) 3ho- 3hen ta4en together-ha&e a substantial interest

!ection 00 of the Charities Act 7800 appl, for the purposes of interpreting theterms used in this constitution

D;eneral egulationsE means the Charitable Incorporated Organisations (;eneral)egulations 7807

D


19/21

i states the name and address of the member appointing the pro/,@ii identifies the person appointed to be that member’s pro/, and the general

meeting in relation to 3hich that person is appointed@iii is signed b, or on behalf of the member appointing the pro/,- or is

authenticated in such manner as the CIO ma, determine@ andi& is deli&ered to the CIO in accordance 3ith the constitution and an, instructions

contained in the notice of the general meeting to 3hich the, relate

b The CIO ma, re6uire pro/, notices to be deli&ered in a particular form- and ma,specif, different forms for different purposes

c *ro/, notices ma, (but do not ha&e to) specif, ho3 the pro/, appointed under themis to &ote (or that the pro/, is to abstain from &oting) on one or more resolutions

d #nless a pro/, notice indicates other3ise- it must be treated as:

i allo3ing the person appointed under it as a pro/, discretion as to ho3 to&ote on an, ancillar, or procedural resolutions put to the meeting@ and

ii appointing that person as a pro/, in relation to an, ad2ournment of thegeneral meeting to 3hich it relates as 3ell as the meeting itself

e A member 3ho is entitled to attend- spea4 or &ote (either on a sho3 of hands or ona poll) at a general meeting remains so entitled in respect of that meeting or an,ad2ournment of it- e&en though a &alid pro/, notice has been deli&ered to the CIOb, or on behalf of that member

f An appointment under a pro/, notice ma, be re&o4ed b, deli&ering to the CIO anotice in 3riting gi&en b, or on behalf of the member b, 3hom or on 3hose behalfthe pro/, notice 3as gi&en

g A notice re&o4ing a pro/, appointment onl, ta4es effect if it is deli&ered before thestart of the meeting or ad2ourned meeting to 3hich it relates

h If a pro/, notice is not signed or authenticated b, the member appointing the pro/,-it must be accompanied b, 3ritten e&idence that the person 3ho signed orauthenticated it on that member’s behalf had authorit, to do so

*ostal Joting

a The CIO ma,- if the charit, trustees so decide- allo3 the members to &ote b, post or electronic mail (DemailE) to elect charit, trustees or to ma4e a decision on an,matter that is being decided at a general meeting of the members

b The charit, trustees must appoint at least t3o persons independent of the CIO toser&e as scrutineers to super&ise the conduct of the postalemail ballot and thecounting of &otes

c If postal andor email &oting is to be allo3ed on a matter- the CIO must send tomembers of the CIO not less than H70 da,s before the deadline for receipt of &otes


20/21

cast in this 3a,:

i a notice b, email- if the member has agreed to recei&e notices in this 3a,under clause H77 (#se of electronic communications)- including ane/planation of the purpose of the &ote and the &oting procedure to be

follo3ed b, the member- and a &oting form capable of being returned b,email or post to the CIO- containing details of the resolution being put to a&ote- or of the candidates for election- as applicable@

ii a notice b, post to all other members- including a 3ritten e/planation of thepurpose of the postal &ote and the &oting procedure to be follo3ed b, themember@ and a postal &oting form containing details of the resolution beingput to a &ote- or of the candidates for election- as applicable

d The &oting procedure must re6uire all forms returned b, post to be in an en&elope3ith the member’s name and signature- and nothing else- on the outside- insideanother en&elope addressed to ‘The !crutineers for Hname of CIO’- at the CIO’s

principal office or such other postal address as is specified in the &oting proceduree The &oting procedure for &otes cast b, email must re6uire the member’s name to be

at the top of the email- and the email must be authenticated in the manner specifiedin the &oting procedure

f "mail &otes must be returned to an email address used onl, for this purpose andmust be accessed onl, b, a scrutineer

g The &oting procedure must specif, the closing date and time for receipt of &otes-and must state that an, &otes recei&ed after the closing date or not compl,ing 3iththe &oting procedure 3ill be in&alid and not be counted

h The scrutineers must ma4e a list of names of members casting &alid &otes- and aseparate list of members casting &otes 3hich 3ere in&alid These lists must bepro&ided to a charit, trustee or other person o&erseeing admission to- and &oting at-the general meeting A member 3ho has cast a &alid postal or email &ote must not&ote at the meeting- and must not be counted in the 6uorum for an, part of themeeting on 3hich he- she or it has alread, cast a &alid &ote A member 3ho hascast an in&alid &ote b, post or email is allo3ed to &ote at the meeting and countsto3ards the 6uorum

i For postal &otes- the scrutineers must retain the internal en&elopes (3ith themember’s name and signature) For email &otes- the scrutineers must cut off andretain an, part of the email that includes the member’s name In each case- ascrutineer must record on this e&idence of the member’s name that the &ote hasbeen counted- or if the &ote has been declared in&alid- the reason for suchdeclaration

2 Jotes cast b, post or email must be counted b, all the scrutineers before themeeting at 3hich the &ote is to be ta4en The scrutineers must pro&ide to the personchairing the meeting 3ritten confirmation of the number of &alid &otes recei&ed b,post and email and the number of &otes recei&ed 3hich 3ere in&alid

4 The scrutineers must not disclose the result of the postalemail ballot until after


21/21

&otes ta4en b, hand or b, poll at the meeting- or b, poll after the meeting- ha&ebeen counted Onl, at this point shall the scrutineers declare the result of the &alid&otes recei&ed- and these &otes shall be included in the declaration of the result ofthe &ote

l Follo3ing the final declaration of the result of the &ote- the scrutineers must pro&ideto a charit, trustee or other authorised person bundles containing the e&idence ofmembers submitting &alid postal &otes@ e&idence of members submitting &alid email&otes@ e&idence of in&alid &otes@ the &alid &otes@ and the in&alid &otes

m An, dispute about the conduct of a postal or email ballot must be referred initiall, toa panel set up b, the charit, trustees- to consist of t3o trustees and t3o personsindependent of the CIO If the dispute cannot be satisfactoril, resol&ed b, the panel-it must be referred to the "lectoral eform !er&ices

8se of electronic communications

7 To the CIO

An, member or charit, trustee of the CIO ma, communicate electronicall, 3ith the CIO toan address specified b, the CIO for the purpose- so long as the communication isauthenticated in a manner 3hich is satisfactor, to the CIO

=, the CIO

a An, member or charit, trustee of the CIO- b, pro&iding the CIO 3ith his or her emailaddress or similar- is ta4en to ha&e agreed to recei&e communications from the CIOin electronic form at that address- unless the member has indicated to the CIO hisor her un3illingness to recei&e such communications in that form

b The charit, trustees ma,- sub2ect to compliance 3ith an, legal re6uirements- b,means of publication on its 3ebsite

i pro&ide the members 3ith the notice referred to in clause 00() ($otice ofgeneral meetings)@

ii gi&e charit, trustees notice of their meetings in accordance 3ith clause 0B(0)

(Calling meetings)@ Handiii submit an, proposal to the members or charit, trustees for decision b,3ritten resolution or postal &ote in accordance 3ith the CIO’s po3ers underclause 08 (Members’ decisions)- 08() (

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

Documents

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