Nottingham Bach Choir Constitution

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

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

1. Name

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

in England.

3. Objects

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

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’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

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. 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

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;

(d) receive any other financial benefit from the CIO;

unless the payment or benefit is permitted by sub-clause (2) of this clause, or authorised

by the court or the prior written consent of the Charity Commission (“the Commission”) has

been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which

is either money or has a monetary value.

(2) Scope and powers permitting trustees’ or connected persons’ benefits

(a) A charity trustee or connected person may receive a benefit from the CIO as a

beneficiary of the CIO provided that a majority of the trustees do not benefit in this

way.

(b) A charity trustee or connected person may enter into a contract for the supply of

services, 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.

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.

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

(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

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

(a) Eligibility

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

this clause.

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

from membership;

(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

vote; and

(ii) a simple majority of members has signified its agreement to the resolution in a

document or documents which are received at the principal office within the

period of 28 days beginning with the circulation date. The 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.

CIO on the date when the proposal is first circulated in accordance with paragraph

(a) above.

(d) Not less than 10% of the members of the CIO may request the charity trustees to

make a proposal for decision by the members.

(e) The charity trustees must within 21 days of receiving such a request comply with it

if:

(i) The proposal is not frivolous or vexatious, and does not involve the publication

of defamatory material;

(ii) The proposal is stated with sufficient clarity to enable effect to be given to it if it

is agreed by the members; and

(iii) Effect can lawfully be given to the proposal if it is so agreed.

(f) Sub-clauses (a) to (c) of this clause apply to a proposal made at the request of

members.

(4) Decisions that must be taken in a particular way

(a) Any decision to remove a trustee must be taken in accordance with clause 15(2).

(b) Any decision to amend this constitution must be taken in accordance with clause

28 of this constitution (Amendment of Constitution).

clause 29 of this constitution (Voluntary winding up or dissolution). Any decision to

amalgamate or transfer the undertaking of the CIO to one or more other CIOs must

be taken in accordance with the provisions of the Charities Act 2011.

11. General meetings of members

(1) Types of general meeting

There must be an annual general meeting (AGM) of the members of the CIO. The first AGM

must be held within 18 months of the registration of the CIO, and subsequent AGMs must be

held at intervals of not more than 15 months. The AGM must receive the annual statement of

accounts (duly audited or examined where applicable) and the trustees’ annual report, and

must elect trustees as required under clause 13.

Other general meetings of the members of the CIO may be held at any time.

All general meetings must be held in accordance with the following provisions.

(2) Calling general meetings

(a) The charity trustees:

(i) must call the annual general meeting of the members of the CIO in accordance

with sub-clause (1) of this clause, and identify it as such in the notice of the

meeting; and

(ii) may call any other general meeting of the members at any time.

(b) The charity trustees must, within 21 days, call a general meeting of the members

of the CIO if:

(i) they receive a request to do so from at least 10% of the members of the CIO;

and

(ii) the request states the general nature of the business to be dealt with at the

meeting, and is authenticated by the member(s) making the request.

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.

(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

website.

(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.

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.

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

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

clause 15(1)(f).

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 –

Meryl Aldridge

Hannah Asbury

Peter Finch

Christine Hutchings

Christopher Steele

Elizabeth Weaver

Lynda Wilson

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

first appointment:

(a) a copy of this constitution and any amendments made to it; and

(b) a copy of the CIO’s latest trustees’ annual report and statement of accounts.

15. Retirement and removal of charity trustees

(1) A charity trustee ceases to hold office if he or she:

(a) retires by notifying the CIO in writing (but only if enough charity trustees will remain

in office when the notice of resignation takes effect to form a quorum for meetings);

(b) is absent without the permission of the charity trustees from all their meetings held

within a period of six months and the trustees resolve that his or her office be

vacated;

(d) in the written opinion, given to the CIO, of a registered medical practitioner treating

that person, has become physically or mentally incapable of acting as a trustee

and may remain so for more than three months;

(e) is removed by the members of the CIO in accordance with sub-clause (2) of this

clause; or

(f) is disqualified from acting as a charity trustee by virtue of 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

that

• a copy of the proposed resolution has been sent, at or as near as reasonably

practicable to the same time, to all of the charity trustees; and

• the majority of all of the charity trustees has signified agreement to the resolution in a

document or documents which has or have been authenticated by their signature, by

a statement of their identity accompanying the document or documents, or in such

other manner as the charity trustees have previously resolved, and delivered to the

CIO at its principal office or such other place as the trustees may resolve within 28

days of the circulation date.

18. Delegation by charity trustees

(1) The charity trustees may delegate any of their powers or functions to a committee or

committees, and, if they do, they 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

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

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.

chairing and the taking of minutes.

20. Saving provisions

(1) Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a

committee of charity trustees, shall be valid notwithstanding the participation in any

vote of a charity trustee:

• who was disqualified from holding office;

• who had previously retired or who had been obliged by the constitution to vacate

office;

• who was not entitled to vote on the matter, whether by reason of a conflict of interest

or otherwise;

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 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

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) 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

(1) General

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 11(3) (Notice of

general meetings);

(ii) give charity trustees notice of their meetings in accordance with clause 19(1)

(Calling meetings); and

(iii) submit any proposal to the members or charity trustees for decision by written

resolution in accordance with the CIO’s powers under clause 10 (Members’

decisions), 10(3) (Decisions taken by resolution in writing).

(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.

24. Minutes

The charity trustees must keep minutes of all:

(1) appointments of officers made by the charity trustees;

(2) proceedings at general meetings of the CIO;

(3) meetings of the charity trustees and committees of charity trustees including:

• the names of the trustees present at the meeting;

• the decisions made at the meetings; and

• where appropriate the reasons for the decisions;

(4) decisions made by the charity trustees otherwise than in meetings.

25. Accounting records, accounts, annual reports and returns, register

maintenance

(1) The charity trustees must comply with the requirements of the Charities Act 2011 with

regard to the keeping of accounting records, to the preparation and scrutiny of

statements of 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

Charities.

26. Rules

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.

27. Disputes

If a dispute arises between members of the CIO about the validity or propriety of anything

done by the members under this constitution, and the dispute cannot be resolved by

agreement, the parties to the dispute must first try in good faith to settle the dispute by

mediation before resorting to litigation.

28. Amendment of constitution

As provided by 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

made:

(a) at a general meeting of the members of the CIO called in accordance with clause

11 (Meetings of Members), of which not less than 14 days’ 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.

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.

30. 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 subclause

(a) above;

person falling within sub-clause (a) or (b) above;

(d) an institution which is controlled –

CIO final.odt 20 April 2021