Nottingham Bach Choir Constitution
Constitution of a Charitable Incorporated Organisation with voting members
other than its charity trustees
(‘Association’ Model Constitution)
Date of constitution (last amended):
20 April 2021
The name of the Charitable Incorporated Organisation (“the CIO”) is
Nottingham Bach Choir………………………………………………………………………………………
2. National location of principal office
The CIO must have a principal office in England or Wales. The principal office of the CIO is
The objects of the CIO are
To educate the public in the arts and sciences, and in particular the art and science of
music, in the presentation of concerts and other activities. A particular object shall be the
study and performance of the music of J S. Bach and his contemporaries
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’s powers include 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 those clauses;
(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;
5. Application of income and property
(1) The income and property of the CIO must be applied solely towards the promotion of
(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. This does not prevent a member who is not also a charity trustee receiving:
(a) a benefit from the CIO as a beneficiary of the CIO;
(b) reasonable and proper remuneration for any goods or services supplied to the
(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) be employed by, or receive any remuneration from, the CIO;
(d) receive any other financial benefit from the CIO;
unless the payment or benefit is permitted by sub-clause (2) of this clause, or authorised
by the court or the prior written consent of the Charity Commission (“the Commission”) has
been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which
is either money or has a monetary value.
(2) Scope and powers permitting trustees’ or connected persons’ benefits
(a) A charity trustee or connected person may receive a benefit from the CIO as a
beneficiary of the CIO provided that a majority of the trustees do not benefit in this
(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, section 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 subclause
(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 30
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
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
If the CIO is wound up, the members of the CIO have no liability to contribute to its
assets and no personal responsibility for settling its debts and liabilities.
9. Membership of the CIO
(1) Admission of new members
Membership of the CIO is open to anyone who is interested in furthering its purposes,
and who, by applying for membership, has indicated his, her or its agreement to
become a member and acceptance of the duty of members set out in sub-clause (3) of
A member may be an individual.
(b) Admission procedure
The charity trustees:
(i) may require applications for membership to be made in any reasonable way
that they decide;
(ii) shall, if they approve an application for membership, notify the applicant of
their decision within 21 days;
(iii) may refuse an application for membership if they believe that it is in the best
interests of the CIO for them to do so;
(iv) shall, if they decide to refuse an application for membership, give the applicant
their reasons for doing so, within 21 days of the decision 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 the application for
membership shall be final.
(2) Transfer of membership
Membership of the CIO cannot be transferred to anyone else.
(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 she decides in good faith would be most likely to further the
purposes of the CIO.
(4) Termination of membership
(a) Membership of the CIO comes to an end if:
(i) the member dies
(ii) the member sends a notice of resignation to the charity trustees; or
(iii) any sum of money owed by the member to the CIO is not paid in full within six
months of its falling due; or
(iv) the charity trustees decide that it is in the best interests of the CIO that the
member in question 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 CIO they must:
(i) inform the member of the reasons why it is proposed to remove him, her or it
(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 the member should not be removed; and
(v) allow the member, or the member’s representative, to make those
representations in person at that meeting, if the member so chooses.
(5) Membership fees
The CIO may require members to pay reasonable membership fees to the CIO.
10. Members’ decisions
(1) General provisions
Except for those decisions that must be taken in a particular way as indicated in subclause
(4) of this clause, decisions of the members of the CIO may be taken either by
vote at a general meeting as provided in sub-clause (2) of this clause or by written
resolution as provided in sub-clause (3) of this clause.
(2) Taking ordinary decisions by vote
Subject to sub-clause (4) of this clause, any decision of the members of the CIO may
be taken by means of a resolution at a general meeting. Such a resolution may be
passed by a simple majority of votes cast at the meeting.
(3) Taking ordinary decisions by written resolution without a general meeting
(a) Subject to sub-clause (4) of this clause, a resolution in writing agreed by a simple
majority of all the members who would have been entitled to vote upon it had it
been proposed at a general meeting shall be effective, provided that:
(i) a copy of the proposed resolution has been sent to all the members eligible to
(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 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.
(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
(d) Not less than 10% of the members of the CIO may request the charity trustees to
make a proposal for decision by the members.
(e) The charity trustees must within 21 days of receiving such a request comply with it
(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
(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 this constitution (Voluntary winding up or dissolution). Any decision to
amalgamate or transfer the undertaking of the CIO to one or more other CIOs must
be taken in accordance with the provisions of the Charities Act 2011.
11. General meetings of members
(1) Types of general meeting
There must be an annual general meeting (AGM) of the members of the CIO. The first AGM
must be held within 18 months of the registration of the CIO, and subsequent AGMs must be
held at intervals of not more than 15 months. The AGM must receive the annual statement of
accounts (duly audited or examined where applicable) and the trustees’ annual report, and
must elect trustees as required under clause 13.
Other general meetings of the members of the CIO may be held at any time.
All general meetings must be held in accordance with the following provisions.
(2) Calling general meetings
(a) The charity trustees:
(i) must call the annual general meeting of the members of the CIO in accordance
with sub-clause (1) of this clause, and identify it as such in the notice of the
(ii) may call any other general meeting of the members at any time.
(b) The charity trustees must, within 21 days, call a general meeting of the members
of the CIO if:
(i) they receive a request to do so from at least 10% of the members of the CIO;
(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% were substituted for 10%.
CIO final.odt 20 April 2021 7
(d) Any such request may include particulars of a resolution that may properly be
proposed, and is intended to be proposed, at the meeting.
(e) A resolution may only properly be proposed if it is lawful, and is not defamatory,
frivolous or vexatious.
(f) Any general meeting called by the charity trustees at the request of the members
of the CIO must be held within 28 days from the date on which it is called.
(g) If the charity trustees fail to comply with this obligation to call a general meeting at
the request of its members, then the members who requested the meeting may
themselves call a general meeting.
(h) A general meeting called in this way must be held not more than 3 months after the
date when the members first requested the meeting.
(i) The CIO must reimburse any reasonable expenses incurred by the members
calling a general meeting by reason of the failure of the charity trustees to duly call
the meeting, but the CIO shall be entitled to be indemnified by the charity trustees
who were responsible for such failure.
(3) Notice of general meetings
(a) The charity trustees, or, as the case may be, the relevant members of the CIO,
must give at least 14 clear days notice of any general meeting to all of the
members, and to any charity trustee of the CIO who is not a member.
(b) If it is agreed by not less than 90% of all members of the CIO, any resolution may
be proposed and passed at the meeting even though the requirements of subclause
(3) (a) of this clause have not been met. This sub-clause does not apply
where a specified period of notice is strictly required by another clause in this
constitution, by the Charities Act 2011 or by the General Regulations.
(c) The notice of any general meeting must:
(i) state the time and date of the meeting:
(ii) give the address at which the meeting is to take place;
(iii) give particulars of any resolution which is to be moved at the meeting, and of
the general nature of any other business to be dealt with at the meeting; and
(iv) if a proposal to alter the constitution of the CIO is to be considered at the
meeting, include the text of the proposed alteration;
(v) include, with the notice for the AGM, the annual statement of accounts and
trustees’ annual report, details of persons standing for election or re-election
as trustee, or where allowed under clause 22 (Use of electronic
communication), details of where the information may be found on the CIO’s
(d) Proof that an envelope containing a notice was properly addressed, prepaid and
posted; or that an electronic form of notice was properly addressed and sent, shall
be conclusive evidence that the notice was given. Notice shall be deemed to be
given 48 hours after it was posted or sent.
(e) The proceedings of a meeting shall not be invalidated because a member who was
entitled to receive notice of the meeting did not receive it because of accidental
omission by the CIO.
(4) Chairing of general meetings
The person nominated as chair by the charity members at the AGM, shall, if present at
the general meeting and willing to act, preside as chair of the meeting. Subject to that,
the members of the CIO who are present at a general meeting shall elect a chair to
preside at the meeting.
(5) Quorum at general meetings
(a) No business may be transacted at any general meeting of the members of the CIO
unless a quorum is present when the meeting starts.
(b) Subject to the following provisions, the quorum for general meetings shall be the
greater of 15% or 3 members.
(c) If the meeting has been called by or at the request of the members and a quorum
is not present within 15 minutes of the starting time specified in the notice of the
meeting, the meeting is closed.
(d) If the meeting has been called in any other way and a quorum is not present within
15 minutes of the starting time specified in the notice of the meeting, the chair must
adjourn the meeting. The date, time and place at which the meeting will resume
must either be announced by the chair or be notified to the CIO’s members at least
seven clear days before the date on which it will resume.
(e) If a quorum is not present within 15 minutes of the start time of the adjourned
meeting, the member or members present at the meeting constitute a quorum.
(f) If at any time during the meeting a quorum ceases to be present, the meeting may
discuss issues and make recommendations to the trustees but may not make any
decisions. If decisions are required which must be made by a meeting of the
members, the meeting must be adjourned.
(6) Voting at general meetings
(a) Any decision other than one falling within clause 10(4) (Decisions that must be
taken in a particular way) shall be taken by a simple majority of votes cast at the
meeting. Every member has one vote.
(b) A resolution put to the vote of a meeting shall be decided on a show of hands,
unless (before or on the declaration of the result of the show of hands) a poll is
duly demanded. A poll may be demanded by the chair or by at least 10% of the
members present in person or by proxy at the meeting.
(c) A poll demanded on the election of a person to chair the meeting or on a question
of adjournment must be taken immediately. A poll on any other matter shall be
taken, and the result of the poll shall be announced, in such manner as the chair of
the meeting shall decide, provided that the poll must be taken, and the result of the
poll announced, within 30 days of the demand for the poll.
(d) A poll may be taken:
(i) at the meeting at which it was demanded; or
(ii) at some other time and place specified by the chair; or
(iii) through the use of postal or electronic communications.
(e) Any objection to the qualification of any voter must be raised at the meeting at
which the vote is cast and the decision of the chair of the meeting shall be final.
(7) Adjournment of meetings
The chair may with the consent of a meeting at which a quorum is present (and shall if
so directed by the meeting) adjourn the meeting to another time and/or place. No
business may be transacted at an adjourned meeting except business which could
properly have been transacted at the original meeting.
12. Charity trustees
(1) Functions and duties of charity trustees
(a) 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:
(b) to exercise his or her powers and to perform his or her functions 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
(c) 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 one may be appointed as a charity trustee:
• 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
(c) No one is entitled to act as a charity trustee whether on appointment or on any reappointment
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) (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 trustee or trustees may act only
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 three charity trustees. If the number falls below this
minimum, the remaining trustee or trustees may act only to call a meeting of the
charity trustees, or appoint a new charity trustee.
(b) The maximum number of charity trustees is 10. The charity trustees may not
appoint any charity trustee if as a result the number of charity trustees would
exceed the maximum.
(4) First charity trustees
The first charity trustees of the CIO are –
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 those who have been longest in
office since their last appointment or reappointment. If any trustees were last
appointed or reappointed on the same day those to retire shall (unless they
otherwise agree among themselves) be determined by lot;
(4) The vacancies so arising may be filled by the decision of the members at the annual
general meeting; any vacancies not filled at the annual general meeting may be filled
as provided in sub-clause (5) of this clause;
(5) The members or the charity trustees may at any time decide to appoint a new
charity trustee, whether in place of a charity trustee who has retired or been
removed in accordance with clause 15 (Retirement and removal of charity trustees),
or as an additional charity trustee, provided that the limit specified in clause
12(3) on the number of charity trustees would not as a result be exceeded;
(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 the conclusion of the next annual general meeting after
the 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 that meeting.
(7) At the annual general meeting of the CIO the members shall elect from among the
trustees a chair, a secretary and a treasurer, who shall hold office from the conclusion
of the meeting.
14. Information for new charity trustees
The charity trustees will make available to each new charity trustee, on or before his or her
(a) a copy of this constitution and any amendments made to it; and
(b) a copy of the CIO’s latest trustees’ annual report and statement of accounts.
15. Retirement and removal of charity trustees
(1) A charity trustee ceases to hold office if he or she:
(a) retires by notifying the CIO in writing (but only if enough charity trustees will remain
in office when the notice of resignation takes effect to form a quorum for meetings);
(b) is absent without the permission of the charity trustees from all their meetings held
within a period of six months and the trustees resolve that his or her office be
(d) in the written opinion, given to the CIO, of a registered medical practitioner treating
that person, has become physically or mentally incapable of acting as a trustee
and may remain so for more than three months;
(e) is removed by the members of the CIO in accordance with sub-clause (2) of this
(f) is disqualified from acting as a charity trustee by virtue of section 178-180 of the
Charities Act 2011 (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 accordance with this clause shall not take
effect unless the individual concerned has been given at least 14 clear days’ notice in
writing that the resolution is to be proposed, specifying the circumstances alleged to
justify removal from office, and has been given a reasonable opportunity of making oral
and/or written representations to the members of the CIO.
16. Reappointment of charity trustees
Any person who retires as a charity trustee by rotation or by giving notice to the CIO is
eligible for reappointment. A charity trustee who has served for three consecutive terms
may not be reappointed for an fourth consecutive term but may be reappointed after an
interval of at least one year.
17. Taking of decisions by charity trustees
Any decision may be taken either:
• at a 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 several documents
containing the text of the resolution in like form to which the majority of all of the charity
trustees has signified their agreement. Such a resolution shall be effective provided
• a copy of the proposed resolution has been sent, at or as near as reasonably
practicable to the same time, to all of the charity trustees; and
• the majority of all of the charity trustees has signified agreement to the resolution in a
document or documents which has or have been authenticated by their signature, by
a statement of their identity accompanying the document or documents, or in such
other manner as the charity trustees have previously resolved, and delivered to the
CIO at its principal office or such other place as the trustees may resolve within 28
days of the circulation date.
18. Delegation by charity trustees
(1) The charity trustees may delegate any of their powers or functions to a committee or
committees, and, if they do, they must 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.
19. Meetings and proceedings of charity trustees
(1) Calling meetings
(a) Any charity trustee may call a meeting of the charity trustees.
(b) Subject to that, the charity trustees shall decide how their meetings are to be
called, and what notice is required.
(2) Chairing of meetings
The trustee elected chair at the AGM shall chair their meetings. 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
(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.
20. Saving provisions
(1) Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a
committee of charity trustees, shall be valid notwithstanding the participation in any
vote of a charity trustee:
• who was disqualified from holding office;
• who had previously retired or who had been obliged by the constitution to vacate
• who was not entitled to vote on the matter, whether by reason of a conflict of interest
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
(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 clause (1), the resolution would have been void,
or if the charity trustee has not complied with clause 7 (Conflicts of interest).
21. Execution of documents
(1) The CIO shall execute documents either by signature or by affixing its seal (if it has
(2) A document is validly executed by signature if it is signed by at least two of the charity
(3) If the CIO has a seal:
(a) it must comply with the provisions of the General Regulations; and
(b) it 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 determined it shall be signed by two charity trustees.
22. Use of electronic communications
The CIO will comply with the requirements of the Communications Provisions in the
General Regulations and in particular:
(a) the requirement to provide within 21 days to any member on request a hard copy
of any document or information sent to the member otherwise than in hard copy
(b) any requirements to provide information to the Commission in a particular form or
(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 11(3) (Notice of
(ii) give charity trustees notice of their meetings in accordance with clause 19(1)
(Calling meetings); and
(iii) submit any proposal to the members or charity trustees for decision by written
resolution 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;
(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.
23. Keeping of Registers
The CIO must comply with its obligations under the General Regulations in relation to the
keeping of, and provision of access to, registers of its members and charity trustees.
The charity trustees must keep minutes of all:
(1) appointments of officers made by the charity trustees;
(2) proceedings at general meetings of the CIO;
(3) meetings of the charity trustees and committees of charity trustees including:
• the names of the trustees present at the meeting;
• the decisions made at the meetings; and
• where appropriate the reasons for the decisions;
(4) decisions made by the charity trustees otherwise than in meetings.
25. Accounting records, accounts, annual reports and returns, register
(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 accounts, and to the preparation of annual reports and returns. The
statements of accounts, 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
The charity trustees may from time to time make such reasonable and proper rules or bye
laws 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.
If a dispute arises between members of the CIO about the validity or propriety of anything
done by the members under this constitution, and the dispute cannot be resolved by
agreement, the parties to the dispute must first try in good faith to settle the dispute by
mediation before resorting to litigation.
28. Amendment of constitution
As provided by clauses 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 clause 3 (Objects), clause 29 (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 any resolution altering the constitution, together with a copy of the CIO’s
constitution as amended, must be sent to the Commission within 15 days from the date
on which the resolution is passed. The amendment does not take effect until it has
been recorded in the Register of Charities.
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
(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’ 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;
(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
(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
(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.
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 subclause
(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 –
CIO final.odt 20 April 2021