Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees
Adopted 18 September 2013
Amended on 14 March 2014, 20 February 2018, 5 February 2019 and 24 February 2020.
1. Name of Charity
The name of the Charitable Incorporated Organisation (the “CIO”) is Friends of the British Overseas Territories.
2. Location of Principal Office
The CIO must have a principal office in England or Wales. The principal office of the CIO is in England.
(1) To advance the education of the British Public in the conservation, protection and improvement of the physical and natural environment of the British Overseas Territories and the history and geography of the British Overseas Territories.
(2) This advance the education of young people aged between 18 and 25 by providing educational visits to the Overseas Territories.
(3) To further such other purposes as are exclusively charitable in accordance with the law of England and Wales as the trustees may from time to time decide.
Nothing in this constitution shall authorise an application of the property of the CIO for the purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005 and section 2 of the Charities Act (Northern Ireland) 2008.
The CIO has the 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 the power to:
(1) Promote, conduct and engage in research for the purpose enabling debate and increasing understanding of the British Overseas Territories;
(2) Collect and disseminate information relating to the foregoing objects and specifically, but not exclusively:
(a) To cause to be written and printed or otherwise originated and reproduced, and to be published or circulated (whether gratuitously or not), any newspapers, periodicals, magazines, books, pamphlets, leaflets or other written material or documents, whether recorded or communicated electronically or otherwise, television programmes, films or recorded tapes (whether audio or visual or both), on-line media (including but not limited to social media), or any other form of media;
(b) To arrange and provide for, or join in arranging and providing for, the holding of exhibitions, meetings, lectures, classes, seminars and training courses;
(c) To bring together in conference representatives of voluntary organisations, government departments, statutory authorities and individuals;
(d) To provide evidence for government and other inquiries; and
(e) To exchange information relating to the foregoing objects with other bodies having similar objects;
(3) To provide financial assistance, to make grants and donations, and to provide equipment and apparatus for the furtherance of the objects of the CIO;
(4) Accept any gifts, subscriptions (whether or not under deed of covenant), donations, bequests or devises of lands, moneys, securities or other real or personal property;
(5) Take such lawful steps by personal or written appeals, public meetings or otherwise as may be deemed expedient for the purpose of procuring contributions to the funds of the CIO in the shape of donations, annual subscriptions or otherwise and for that purpose to appoint collectors as may be considered expedient;
(6) Undertake, accept, create, establish, settle, execute and administer any charitable trust;
(7) Subscribe to, support, affiliate, become a member of, amalgamate with or co-operate with any other charitable organisation, institution, society or body not formed for or established for purposes of profit (whether incorporated or not and whether in Great Britain or Northern Ireland or elsewhere) whose objects are wholly or in part similar to those of the CIO and which by its constitution prohibits the distribution of its income and property amongst its members to an extent at least as great as is imposed on the CIO;
(8) Purchase or otherwise acquire and undertake all or such part of the property, assets, liabilities and engagements as may lawfully be acquired or undertaken by the CIO of any one or more of the charitable organisations, institutions, societies or bodies having objects altogether or in part similar to those of the CIO;
(9) Establish local branches;
(10) 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;
(11) Buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(12) 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;
(13) Employ and remunerate such employees and agents 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;
(14) Engage, on such terms as the charity trustees may consider fair and appropriate, volunteers to carry out and assist the CIO in its activities and the CIO may reimburse volunteers for any expenses properly and reasonably incurred; and
(15) 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; and
(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;
(c) Be employed by, or receive any remuneration from, the CIO; or
(d) Receive any other financial benefit from the CIO; unless the payment or benefit is permitted by sub-clause (2) of this clause, or authorised by the court or the Charity Commission (the “Commission”). In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.
(2) Scope and powers permitting trustees’ or connected persons’ benefits
(a) A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that such benefit is available generally to all of the beneficiaries of the CIO.
(b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011.
(c) Subject to sub-clause 3 of this clause, a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person.
(d) A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
(e) A charity trustee or connected person may receive rent for premises let by the charity trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
(f) A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.
(3) Payment for supply of goods only - controls
The CIO and its charity trustees may only rely upon the authority provided by sub-clause 2(c) of this clause if each of the following conditions is satisfied:
(a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”).
(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
(c) The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.
(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO.
(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.
(f) The reason for their decision is recorded by the charity trustees in the minute book.
(g) A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6.
(4) In sub-clauses 2 and 3 of this clause:
(a) “the CIO” includes any company in which the CIO:
(i) holds more than 50% of the shares; or
(ii) controls more than 50% of the voting rights attached to the shares; or (iii) has the right to appoint one or more directors to the board of the company.
(b) “connected person” includes any person within the definition set out in clause 31 (Interpretation).
7. Conflicts of interest and conflicts of loyalty
A charity trustee must:
(1) Declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and
(2) Absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).
Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.
8. Liability of members to contribute to the assets of the CIO if it is wound up
If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
9. 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 accepts the duty of members set out in sub-clause 3 of this clause.
A member may be an individual, a corporate body, or an individual or corporate body representing an organisation which is not incorporated.
(b) Admission procedure
The charity trustees:
(i) May require applications for membership to be made in any reasonable way that 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 except in the case of an individual or corporate body representing an organisation which is not incorporated, whose membership may be transferred by the unincorporated organisation to a new representative. Such transfer of membership does not take effect until the CIO has received written notification of the transfer.
(3) Duty of members
It is the duty of each member of the CIO to exercise his or her powers as a member of the CIO in the way he or 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, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or
(ii) The member sends a notice of resignation to the charity trustees; or
(iii) Any sum of money owed by the member to the CIO is not paid in full within six months of 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 such reasonable membership fees to the CIO as may be determined from time to time by the charity trustees.
10. Members’ decisions
(1) General provisions
Except for those decisions that must be taken in a particular way as indicated in sub-clause 4 of this clause, decisions of the members of the CIO may be taken either by vote at a general meeting as provided in sub-clause 2 of this clause or by written resolution as provided in sub-clause 3 of this clause.
(2) Taking ordinary decisions by vote
Subject to sub-clause 4 of this clause, any decision of 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 (including votes cast by postal or email vote and proxy votes).
(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 (or in the case of an organisation which is a member, by execution according to its usual
procedure), by a statement of their identity accompanying the document, or in such other manner as the CIO has specified (whether pursuant to clause 23(2) or otherwise).
(b) The resolution in writing may comprise several copies to which one or more members has signified their agreement.
(c) Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated in accordance with paragraph (a) above.
(d) Not less than 10% of the members of the CIO may request the charity trustees to make a proposal for decision by the members.
(e) The charity trustees must within 21 days 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) Paragraphs (a) to (c) of this sub-clause apply to a proposal made at the request of members.
(4) Decisions that must be taken in a particular way
(a) Any decision of the members to remove a charity trustee must be taken in accordance with clause 15(2).
(b) Any decision to amend this constitution must be taken in accordance with clause 29 of this constitution (Amendment of constitution).
(c) Any decision to wind up or dissolve the CIO must be taken in accordance with clause 30 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 charity trustees’ annual report, and must elect charity 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 AGM 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.
(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 15 months, then paragraph (b) point (i) of this sub clause shall have effect as if 5% were substituted for 10%.
(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 paragraph (a) of this sub-clause have not been met. This paragraph (b) 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;
(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; and
(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 charity trustees, or, where allowed under clause 23 (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 trustees under clause 20(2) (Chairing of meetings), 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 ten members. An organisation represented by a person present at the meeting in accordance with sub-clause 7 of this clause, is counted as being present in person.
(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 charity 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 (including proxy and postal and email votes). 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) In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote.
(f) 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) Representation of organisations and corporate members
An organisation or a corporate body that is a member of the CIO may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of the CIO.
The representative is entitled to exercise the same powers on behalf of the organisation or corporate body as the organisation or corporate body could exercise as an individual member of the CIO.
(8) Proxy voting
(a) Any member of the CIO may appoint another person as a proxy to exercise all or any of that member’s rights to attend, speak and vote at a general meeting of the CIO. Proxies must be appointed by a notice in writing (a “proxy notice”) which:
(i) states the name and address of the member appointing the proxy;
(ii) identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;
(iii) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the CIO may determine; and
(iv) is delivered to the CIO in accordance with the constitution and any instructions contained in the notice of the general meeting to which they relate.
(b) The CIO may, if the charity trustees so decide, permit proxy notices to be delivered by electronic means, whether by means of a website or otherwise, subject to such terms and conditions as the charity trustees may decide.
(c) The CIO may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
(d) Proxy notices may (but do not have to) specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
(e) Unless a proxy notice indicates otherwise, it must be treated as:
(i) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and
(ii) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
(f) A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the CIO by or on behalf of that member.
(g) An appointment under a proxy notice may be revoked by delivering to the CIO a notice in writing given by or on behalf of the member by whom or on whose behalf the proxy notice was given.
(h) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
(i) If a proxy notice is not signed or authenticated by the member appointing the proxy, it must be accompanied by written evidence that the person who signed or authenticated it on that member’s behalf had authority to do so.
(9) Postal voting
(a) The CIO may, if the charity trustees so decide, allow the members to vote by post or electronic mail (“email”) to elect charity trustees or to make a decision on any matter that is being decided at a general meeting of the members.
(b) The charity trustees must appoint at least two persons independent of the CIO to serve as scrutineers to supervise the conduct of the postal/email ballot and the counting of votes.
(c) If postal and/or email voting is to be allowed on a matter, the CIO must send to members of the CIO not less than 21 days before the deadline for receipt of votes cast in this way:
(i) a notice by email, if the member has agreed to receive notices in this way under clause 23 (Use of electronic communications), including an explanation of the purpose of the vote and the voting procedure to be followed by the member, and a voting form capable of being returned by email or post to the CIO, containing details of the resolution being put to a vote, or of the candidates for election, as applicable; and
(ii) a notice by post to all other members, including a written explanation of the purpose of the postal vote and the voting procedure to be followed by the member; and a postal voting form containing details of the resolution being put to a vote, or of the candidates for election, as applicable.
(d) The voting procedure must require all forms returned by post to be in an envelope with the member’s name and signature, and nothing else, on the outside, inside another envelope addressed to ‘The Scrutineers for Friends of the British Overseas Territories’, at the CIO’s principal office or such other postal address as is specified in the voting procedure.
(e) The voting procedure for votes cast by email must require the member’s name to be at the top of the email, and the email must be authenticated in the manner specified in the voting procedure.
(f) Email votes must be returned to an email address used only for this purpose and must be accessed only by a scrutineer.
(g) The voting procedure must specify the closing date and time for receipt of votes, and must state that any votes received after the closing date or not complying with the voting procedure will be invalid and not be counted.
(h) The scrutineers must make a list of names of members casting valid votes, and a separate list of members casting votes which were invalid. These lists must be provided to a charity trustee or other person overseeing admission to, and voting at, the general meeting. A member who has cast a valid postal or email vote must not vote at the meeting, and must not be counted in the quorum for any part of the meeting on which he, she or it has already cast a valid vote. A member who has cast an invalid vote by post or email is allowed to vote at the meeting and counts towards the quorum.
(i) For postal votes, the scrutineers must retain the internal envelopes (with the member’s name and signature). For email votes, the scrutineers must cut off and retain any part of the email that includes the member’s name. In each case, a scrutineer must record on this evidence of the member’s name that the vote has been counted, or if the vote has been declared invalid, the reason for such declaration.
(j) Votes cast by post or email must be counted by all the scrutineers before the meeting at which the vote is to be taken. The scrutineers must provide to the person chairing the meeting written confirmation of the number of valid votes received by post and email and the number of votes received which were invalid.
(k) The scrutineers must not disclose the result of the postal/email ballot until after votes taken by hand or by poll at the meeting, or by poll after the meeting, have been counted.
Only at this point shall the scrutineers declare the result of the valid votes received, and these votes shall be included in the declaration of the result of the vote.
(l) Following the final declaration of the result of the vote, the scrutineers must provide to a charity trustee or other authorised person bundles containing the evidence of members submitting valid postal votes; evidence of members submitting valid email votes; evidence of invalid votes; the valid votes; and the invalid votes.
(m) Any dispute about the conduct of a postal or email ballot must be referred initially to a panel set up by the charity trustees, to consist of two trustees and two persons independent of the CIO. If the dispute cannot be satisfactorily resolved by the panel, it must be referred to the Electoral Reform Society.
(10) 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
The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee:
(a) to exercise his or her powers and to perform his or her functions as a charity trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and
(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:
(i) any special knowledge or experience that he or she has or holds himself or herself out as having; and
(ii) if he or she acts as a charity trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to
expect of a person acting in the course of that kind of business or profession. (2) Eligibility for trusteeship
(a) Every charity trustee must be a natural person.
(b) No one may be appointed as a charity trustee:
(i) if he or she is under the age of 16 years; or
(ii) if he or she would automatically cease to hold office under the provisions of clause 15(1)(f).
(c) No one is entitled to act as a charity trustee whether on appointment or on any re appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.
(d) At least one of the charity trustees of the CIO must be 18 years of age or over. If there is no charity 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 two charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.
(b) Except as permitted by clause 13(1)(f) the maximum number of charity trustees is 12. The members 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:
(a) ANDREW FOX
(b) KEITH MADELEY
13. Appointment of charity trustees, officers and observers
(a) At the first and every subsequent AGM 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.
(b) The charity trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment. If any charity trustees were last appointed or reappointed on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
(c) The vacancies arising may be filled by the decision of the members at the AGM; any vacancies not filled at the AGM may be filled as provided in paragraphs (d), (e) and (f) of this sub-clause.
(d) The members 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. A person appointed as a charity trustee by the members of the CIO pursuant to this paragraph (d) shall retire in accordance with the provisions of paragraphs (b) and (c) of this sub-clause.
(e) 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. A person appointed as a charity trustee by the charity trustees pursuant to this paragraph (e) shall hold office only until the conclusion of the next AGM after the date of his or her appointment when he/she shall cease to hold office as a charity trustee (and shall not be counted for the purpose of determining which of the charity trustees is to retire by rotation at that meeting), unless appointed as a charity trustee by the members in accordance with paragraphs (c) or (d) of this sub-clause.
(f) In addition to their powers under paragraph (e) of this sub-clause, the charity trustees may at any time decide to appoint up to 4 members, or persons willing to become members, of the CIO as additional charity trustees notwithstanding that the limit specified in clause 12(3) on the number of charity trustees would as a result be
exceeded, provided that the number of charity trustees appointed by the charity trustees pursuant to this paragraph (f) shall not exceed one-third of the total number of charity trustees at the time the relevant charity trustee is appointed. A charity trustee appointed by the charity trustees pursuant to this paragraph (f) shall be entitled to vote at meetings of the charity trustees. A charity trustee appointed by the charity trustees pursuant to this paragraph (f) shall hold office only until the conclusion of the next AGM after the date of his or her appointment when he/she shall cease to hold office as a charity trustee (and shall not be counted for the purpose of determining which of the charity trustees is to retire by rotation at that meeting), unless appointed as a charity trustee by the members in accordance with paragraphs (c) or (d) of this sub-clause.
(g) A charity trustee appointed by the charity trustees pursuant to paragraph (e) or (f) of this sub-clause who has ceased to hold office in accordance with paragraph (e) or (f), as the case may be, shall not be re-appointed by the charity trustees, whether pursuant to paragraph (e) or (f), within the period of 12 months starting on the date of the AGM at which he/she ceased to hold office.
(2) Chair, Vice-Chair, Treasurer, Secretary and other officers
The charity trustees shall elect annually from amongst the charity trustees a Chair, Vice Chair, Treasurer, Secretary, and such other officers as the charity trustees shall decide, (hereinafter called the “Officers”) each of whom shall hold office until commencement of the first meeting of charity trustees after the AGM next following his/her appointment when he/she shall retire as an Officer. An Officer so retiring shall (so long as he/she remains a charity trustee) be eligible for re-election.
(a) The charity trustees may at any time invite (and disinvite) such person or persons (whether or not a member of the CIO) as they may think fit as an observer or observers to attend meetings of the charity trustees (each an “Observer”).
(b) An Observer shall, at the discretion of the charity trustees, be entitled to attend and speak at, but not vote at, any meetings of the charity trustees. An Observer shall, at the discretion of the charity trustees, be entitled to receive all written materials and other information given to charity trustees in connection with any meetings, provided that the Observer shall agree to hold all such information and all other information provided to or received by the Observer in connection with any meetings of the charity trustees in trust and confidence.
(c) The CIO may at the absolute discretion of the charity trustees reimburse an Observer for any expenses properly and reasonably incurred in connection with attending meetings of the charity trustees.
(d) An Observer is not a charity trustee and accordingly, save for such rights, obligations, duties or liabilities as may be specified in this clause 13(3), shall have none of the rights, obligations, duties or liabilities of a charity trustee.
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:
(a) he or she 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) he or she is absent without the permission of the charity trustees from all their meetings held within a period of six months and the charity trustees resolve that his or her office be vacated;
(c) he or she dies;
(d) he or she becomes incapable by reason of illness or condition (in either case, whether physical or mental) or injury of managing and administering his or her own affairs or of acting as a charity trustee;
(e) he or she is removed by the members of the CIO in accordance with sub-clause (2) of this clause;
(f) he or she is disqualified from acting as a charity trustee by virtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision); or
(g) a resolution removing that person as a charity trustee is passed by not less than two thirds of the other charity trustees who are present at a meeting of the charity trustees convened in accordance with clause 15(3)(a).
(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.
A resolution to remove a charity trustee which is proposed at a general meeting of members pursuant to this sub-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.
(3) Where any charity trustee wishes to propose a resolution to the charity trustees to remove a charity trustee or trustees under clause 15(1)(g) the charity trustee who wishes to propose that resolution at a meeting of the charity trustees shall give 14 days’ notice of such meeting and the proposed resolution to all charity trustees (including for avoidance of doubt to the charity trustee whom the other charity trustee or trustees wish to remove).
The person who is proposed to be removed as a charity trustee shall be given a reasonable opportunity of making oral and/or written representations to the other charity trustees.
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.
The members in general meeting shall have power to appoint and remove such person or persons (whether or not a member of the CIO) as they shall think fit to be the Patron or Patrons of the CIO and such person or persons (whether or not a member of the CIO) as they shall think fit to be the President and one or more Vice-Presidents of the CIO. In each case such person or persons shall not
have any of the rights, obligations, duties or liabilities of a charity trustee by reason of them having been appointed as a Patron, President or Vice-President.
18. Taking of decisions by charity trustees
Any decision may be taken either:
(a) at a meeting of the charity trustees; or
(b) by resolution in writing or electronic form agreed by all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more charity trustees has signified their agreement.
19. 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 charities 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.
(3) The charity trustees will employ on such terms as they may think fit a person (the “Chief Executive”) to manage the day to day operations of the CIO in accordance with the strategy, policies and business plans adopted by the charity trustees and the Chief Executive shall at all times remain responsible and accountable to the charity trustees. The Chief Executive will be invited to all meetings of the charity trustees.
20. 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 charity trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.
(3) Procedure at meetings
(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is the number nearest to one third of the total number of charity trustees or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.
(b) Questions arising at a meeting shall be decided by a majority of those eligible to vote. (c) In the case of an equality of votes, the chair shall have a second or casting vote. (4) Participation in meetings by electronic means
(a) A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.
(b) Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.
(c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.
21. 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:
(a) who was disqualified from holding office;
(b) who had previously retired or who had been obliged by the constitution to vacate office;
(c) who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
(d) if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.
(2) Sub-clause 1 of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for sub-clause 1, the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest and conflicts of loyalty).
22. Execution of documents
(1) The CIO shall execute documents by signature.
(2) A document is validly executed by dire if it is signed by at least two of the charity trustees. 23. 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, information, notice or other communication sent to the member otherwise than in hard copy form; and
(b) any requirements to provide information to the Commission in a particular form or manner.
(2) Electronic communications 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 document, information, notice or other communication is authenticated in a manner which is satisfactory to the CIO.
(3) Electronic communications 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 documents, information, notices or other 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, send, supply, deliver, provide, produce, submit, communicate, transmit or give any document, information, notice or other communication to the members and/or the charity trustees by making such document, information, notice or other communication available on the CIO’s website, including, but not limited to:
(i) providing the members with the notice referred to in clause 11(3) (Notice of general meetings);
(ii) providing the members with information about how to appoint a proxy, including by electronic means, for the purposes of clause 11(8) (Proxy voting);
(iii) giving charity trustees notice of their meetings in accordance with clause 20(1) (Calling meetings); and
(iv) submitting any proposal to the members or charity trustees for decision by written resolution, postal vote or email vote in accordance with the CIO’s powers under clause 10 (Members’ decisions), clause 10(3) (Taking ordinary decisions by written resolution), clause 11(9) (Postal voting) or clause 18 (Taking of
decisions by charity trustees).
(c) The charity trustees must:
(i) take reasonable steps (for example, by communicating with the relevant member or charity trustee by email in accordance with clause 23(3)(a)) to
ensure that members and charity trustees are promptly notified of the
publication of any such document, information, notice or other communication; and
(ii) send any such document, information, notice or other communication in hard copy form to any member or charity trustee who has not consented to receive communications in electronic form.
24. 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: (a) The names of the charity trustees present at the meeting;
(b) The decisions made at the meetings; and
(c) Where appropriate the reasons for the decisions;
(4) Decisions made by the charity trustees otherwise than in meetings.
26. Accounting records, accounts, annual reports and returns, register maintenance and bank accounts
(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.
(3) The charity trustees shall comply with the requirements of the Charities Act 2011 and any other applicable legislation or regulation as to the audit or examination of annual accounts. The financial year shall end on 31st March in each year. The annual accounts shall be submitted by the charity trustees to the AGM.
(4) A bank account shall be opened and maintained in the name of the CIO with such bank as the charity trustees shall from time to time decide. Such account shall be under the control of the charity trustees who shall appoint such persons as they shall deem fit as signatories and the signatories shall have such powers to operate the account, subject to such limitations, as the charity trustees shall from time to time by resolution decide.
(5) All funds of the CIO shall promptly on receipt be paid into the aforementioned bank account.
(6) The charity trustees shall make and to the best of their ability enforce adequate regulations for internal control and the security and safe custody of all moneys, securities and other documents belonging to the CIO.
The charity trustees may from time to time make such reasonable and proper rules or by-laws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or by-laws must not be inconsistent with any provision of this constitution. Copies of any such rules or by-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.
29. Amendment of constitution
As provided by sections 224 to 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 30 (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.
30. 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 (General meetings of Members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:
(i) by a resolution passed by a 75% majority of those voting, or
(ii) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
(b) by a resolution agreed in writing by all members of the CIO.
(2) Subject to the payment of all the CIO’s debts:
(a) Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied.
(b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.
(c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.
(3) The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:
(a) the charity trustees must send with their application to the Commission:
(i) a copy of the resolution passed by the members of the CIO;
(ii) a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and
(iii) a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution.
(b) the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.
(4) If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.
In this constitution:
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing “AGM” has the meaning given in clause 11(1)
“charity trustee” means a charity trustee of the CIO
“CIO” has the meaning given in clause 1
“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 (a) above;
(c) a person carrying on business in partnership with the charity trustee or with any person falling within (a) or (b) above;
(d) an institution which is controlled by:
(i) the charity trustee or any connected person falling within (a), (b), or (c) above; or
(ii) two or more persons falling within (d)(i), when taken together;
(e) a body corporate in which:
(i) the charity trustee or any connected person falling within (a) to (c) has a substantial interest; or
(ii) two or more persons falling within (e)(i) who, when taken together, have a substantial interest.
Section 118 of the Charities Act 2011 applies for the purposes of interpreting the terms used in this constitution.
“Chief Executive” has the meaning given in clause 19(3)
“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012
“email” has the meaning given in clause 11(9)
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012 “Officers” has the meaning given in clause 13(2)
“Observer” has the meaning given in clause 13(3)
“proxy notice” has the meaning given in clause 11(8)
The “Commission” has the meaning given in clause 6(1)
The “Communications Provisions” means the Communications Provisions in Part 9, Chapter 4 of the General Regulations
The “supplier” has the meaning given in clause 6(3)
All references to the Charities Act 2011 and to other statutes, statutory provisions or enactments shall include references to any consolidation, re-enactment, modification or replacement of the same, any statute, statutory provision or enactment of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time.
*The amendment to the 'Objectives' section, made in March 2021, is still awaiting approval by the Charity Commission