CIO and Constitution
AOTOS become a CIO in November 2020 with a new constitution which you can read below.
Click for a PDF version of the AOTOS Constitution (June 2026)
The Association of Teachers of Singing
Date of constitution (last amended) 2 June 2026
Interpretation
Section 118 of the Charities Act 2011 applies for the purpose of interpreting the terms used in this constitution.
In this constitution:
“connected person” means:
A child, parent, grandchild, grandparent, brother or sister of the charity trustee;
the spouse or civil partner of the charity trustee or of any person falling within sub clause (a) above;
a person carrying on business in partnership with the charity trustee or with any person falling within sub-clause (a) or (b) above;
an institution which is controlled
by the charity trustee or any connected person falling within sub-clause (a), (b) or (c) above; or
by two or more persons falling within sub-clause (c)(i)
A body corporate in which
the charity trustee or any connected person falling within sub-clauses (a), (b) or (c) has a substantial interest; or
two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.
“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.
“Communications Provisions” means the Communications Provisions in Regulations 49-59 and Schedules 2 and 3 of the General Regulations.
“Members” are individuals who have membership and voting rights under the constitution.
“Corporate Members” are bodies/organisations who pay a specific member rate. As distinct from ‘Members’, Corporate Members do not have voting rights.
A “Charity Trustee” means a charity trustee of the CIO.
An “Elected Trustee” is a charity trustee who is appointed to office by a vote of the members of the charity in accordance with the constitution.
A “Co-opted Trustee” is a charity trustee who is appointed to the board by the existing trustees to bring additional skills/experience.
A “quorum” is the minimum number of trustees or members required to make decisions at meetings.
The “CIO” means Charitable Incorporated Organisation, registered with the Charity Commission.
A “poll” means a counted vote or ballot, usually but not necessarily in writing.
An “Annual General Meeting” (“AGM”) refers to the yearly formally convened meeting of members.
An “Extraordinary General Meeting” or (“EGM”) refers to a formally convened meeting of members that takes place outside the mandatory AGM cycle to address urgent, non-routine, or critical business.
A “general meeting” can refer to either the AGM or an EGM.
1. Name
The name of the Charitable Incorporated Organisation (“the CIO”) is the Association of Teachers of Singing (AOTOS)
2. National location of principal office
The principal office of the CIO is in England.
3. Objects
The object of the CIO is for the public benefit to advance education in the teaching of singing and connected subjects by:-
(1) bringing together teachers of singing and other interested persons at annual national conferences and regional events;
(2) providing, or assisting in the provision of, teacher training initiatives and courses;
(3) disseminating knowledge of the practice and theory of the teaching of singing by the means referred to at sub-clauses (1) and (2) of this clause and by such other means as the charity trustees shall from time to time consider appropriate.
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 2 of the Charities Act (2011).
4. Powers
The CIO has powers 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 exchange, hire or otherwise acquire any property and 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 investment of 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 so by 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 its 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, her or them 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 dividends, bonus or otherwise by way of profit to any member of the CIO or connected person. 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) buying or receiving goods and/or services from the CIO on reasonable and proper terms;
(c) selling goods, services, or any interest in land to the CIO on reasonable and proper terms;
(d) being employed by, or receiving renumeration from, the CIO on reasonable and proper terms;
(e) receiving 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);
(f) receiving rent for premises let by the member or connected person to the CIO. The amount of rent and the other terms of the lease must be reasonable and proper; or
(g) taking part in the normal trading and fundraising activities on the same terms as members of the public.
(h) nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by clause 6.
6. Benefits and payments to charity trustees and connected persons
(1) General provisions
No charity trustee or connected person may:
(a) buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;
(b) sell goods, services, or any interest in land to the CIO;
(c) be employed by, or receive any remuneration from, the CIO;
(d) receive any other financial benefit from the CIO;
unless the payment 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 provided that it is available generally to 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 or supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.
(c) Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person.
(d) A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England 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 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 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 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-clause (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 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, she or they 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, herself or themself from any discussion 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, herself or themself 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
(a) Eligibility
Membership of the CIO is open to any person or organisation who is concerned with the education, training and use of the singing voice, and who, by applying for membership has indicated his, her, their 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, a corporate body, or an organisation which is not incorporated.
(b) Admission procedure
The charity trustees may require applications for membership to be made in any reasonable way that they decide.
(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, her or their powers as a member of the CIO in the way he, she or they decides in good faith, in line with any relevant code of conduct policy the CIO has in place, 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 that organisation ceases to exist; or
(ii) the member sends a notice of resignation to the charity trustees; or
(iii) any member shall fail to pay the applicable subscription within three months of the due date; or
(iv) the charity trustees decide that it is in the best interests of the CIO that 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, they or it from membership;
(ii) give the member at least 21 days clear notice in which to make representations to the charity trustees as to why he, she, they 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; and
(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 a member to pay reasonable fees to the CIO which will be determined by the charity trustees and ratified at a general meeting of the membership.
(6) Classes of membership and voting rights
(a) The charity trustees may create different classes of membership, and may determine the rights and obligations of any such classes of members including voting rights, payment of membership fees and the conditions for admission to, and termination of, membership of any such class of members.
(b) Corporate membership is open, subject to approval by the charity trustees, to institutions and organisations connected with the teaching or performance of singing. Corporate members are non-voting members whose benefits shall be agreed by charity trustees from time to time.
(c) Other references in this constitution to “members” and “membership” do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or Dissolution Regulations.
10. Members’ decisions
(1) General provisions
Except for those decisions which must be taken in a particular way as indicated in sub-clause (3) of this clause, decisions of the members of the CIO will be taken by vote at a general meeting as provided in sub-clause (2) of this clause.
(2) Taking ordinary decisions by vote
Subject to sub-clause (3) 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) 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 27 of this constitution (Amendment of constitution)
(c) The charity trustees may make such transitional or saving provisions as they consider necessary or expedient in connection with the introduction of, or any change to, provisions relating to the appointment, term of office, or retirement of charity trustees (including retirement by rotation), and may provide for those arrangements in a transitional arrangement document, also detailed in the corresponding minutes.
(d) Any decision to wind up or dissolve the CIO must be taken in accordance with clause 28 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 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 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, including those called for proposed constitutional changes, 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 other general meetings of the members at any time.
(b) The charity trustees must, within 21 days, call a general meeting of the members of the members of the CIO if:
(i) they receive a request to do so from at least 10% of the members.
(ii) the request states the general business to be dealt with at the meeting, and is authenticated by the member(s) making the request.
(c) If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%.
(d) Any such request must state the purpose for which such a meeting is required.
(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 meeting
(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 sub-clause (3)(a) of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.
(c) The notice of any general meeting must:
(i) state the time and date of the meeting;
(ii) give the address at which the meeting is to take place;
(iii) give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and
(iv) if a proposal to alter the constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration;
(v) include, with the notice of the AGM, the annual statement of accounts and the trustees’ annual report, details of persons standing for election or re-election as charity trustee, or where allowed under clause 21 (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 18(2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as Chair of the meeting. In the absence of the person nominated as Chair, 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 shall be transacted at any general meeting of the members of the CIO unless a quorum is present when the meeting starts. Members voting by proxy are considered attending and part of the quorum.
(b) Subject to the following provisions, the quorum for general meetings shall be fifteen members who are not also charity trustees or 5% of the total number of members for the time being who are not also charity trustees, whichever is the greater.
(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 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(3) (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting, including proxy 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) a poll is duly demanded. A poll may be demanded by the Chair or by 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 for 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) Adjournment of meetings
The Chair may, with the consent of the 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 management of the CIO shall be entrusted to a board of charity trustees which will 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, her or their powers and to perform his or her functions as a trustee of the CIO in the way he, she or they 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, she or they has or holds himself, herself or themself out as having; and
(ii) if he, she or they 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 real person.
(b) No one may be appointed as a charity trustee:
If he, she or they is under the age of 16 years; or
If he, she or they would automatically cease to hold office under the provisions of clause 15(1)(f) (disqualification of trustees).
(c) No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he, she or they has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.
13. Appointment of Charity Trustees
(1) Composition of the Board
Until otherwise determined by the Association in General Meeting, the Charity Trustees will consist of not fewer than six and not more than twelve charity trustees, of whom:
(a) The majority of trustees shall be elected by the members from among persons nominated by the members (“Elected Trustees”); and
(b)The minimum number of elected trustees is four; and
(c) not fewer than two and not more than three trustees shall be co-opted by the charity trustees for their skills, experience, or representation of relevant industries or bodies, as determined by the charity trustees (“Co-opted Trustees”).
(d) In the event that clause 13.1(a) is not met, the board will be unable to make decisions and/or vote until the number of elected trustees exceeds the number of co-opted trustees.
(e) There shall be a Chairman of the Association (“the Chairman”) appointed by the charity trustees from one of the elected trustees. The Chairman shall hold office for a period of three years and shall not be subject to the provisions of 13.2(b) hereof. A trustee elected Chairman in the fourth, fifth or sixth year of his or her membership of the Board shall not be subject to the provisions of 13.2(b).
(2) Term of Office – Elected Trustees
(a) Subject to clauses 13.3(a) and 13.3(b), each Elected Trustee shall serve for a term of three years, retiring at the close of the Annual General Meeting in the third year of their term.
(b) Subject to clause 13.2(d) a retiring Elected Trustee shall be eligible for re-election by member vote except that no Elected Trustee may serve for more than six consecutive years, unless they become Chairman after six years as per clause 13.1(e). A trustee who has served for six consecutive years may seek re-election once one year has elapsed from their retirement.
(c) If an Elected Trustee ceases to be a member, they shall automatically cease to be a trustee and the resulting vacancy shall be treated as a casual vacancy.
(d) The general meeting at which one or more Elected Trustees retire shall fill the vacancies by electing trustees from among persons nominated by the members in accordance with regulations made by the charity trustees.
(e) Any charity trustee whose term is extended under clause 13.2(b) shall not be eligible for further re-election or reappointment until a break of at least one year has elapsed, unless an elected trustee becomes Chairman as per clause 13.1(e).
(3) Casual Vacancies and Interim Appointments
(a) The charity trustees may at any time appoint a member to act as an Elected Trustee:
(i) To fill a casual vacancy; or
(ii) As an additional trustee,
provided that the maximum number of charity trustees is not exceeded.
(b) A trustee appointment under clause 13.3(a) shall hold office only until the next annual general meeting, and shall then be eligible for election.
(4) Term of Office – Co-opted Trustees
(a) Co-opted Trustees appointed under clause 13.1(c) shall serve for a term of eighteen months.
(b) A Co-opted Trustee may be re-appointed for one further term of eighteen months, but may not serve for more than three consecutive years in total.
(c) Clauses 13.2(b) and 13.2(c) shall not apply to Co-opted Trustees.
14. Information for new charity trustees
The charity trustees will make available to each new charity trustee, on or before his , her or their 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
(c) A copy of all active policies of the CIO.
15. Retirement and removal of charity trustees
(1) A charity trustee ceases to hold office if he, she or they:
(a) retires by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of the resignation takes effect to form a quorum for meetings);
(b) is absent without permission of the charity trustees from all their meetings held within a period of 6 months and the trustees resolve that his, her or their office be vacated;
(c) dies;
(d) in the written opinion, given to the CIO, of a registered medical practitioner treating that person, has become physical or mentally incapable of acting as charity 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 the 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 the removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of the CIO.
16. 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 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 the charity trustees has signified their agreement. Such a resolution shall be effective provided that:
- a copy of the resolution has been sent, at or as near as reasonably practicable to the same time, to all 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 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.
17. 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 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 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.
18. Meetings and proceedings of charity trustees
(1) Calling meetings
(a) Charity trustees will meet at least three times a year.
(b) At least seven days’ notice of any such meeting shall be sent by a nominated trustee or staff of the CIO to every charity trustee stating the time and place of the meeting together with an agenda of the business of the meeting, which shall include up-to-date financial information.
(2) Chairing of meetings
The Chairman determined by clause 13.1(c) presides over the meetings. If no Chairman has been appointed in accordance with clause 13.1(c), 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 at any such meeting shall be three charity trustees or one quarter of the total number of charity trustees, whichever is the greater. 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) At all meetings of the CIO each full member shall have one vote. Questions arising at a meeting shall be decided by a majority of those entitled to vote.
(c) In the case of an equality of votes, the Chair shall have 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 other participants.
(b) Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which each participant may communicate with all other participants shall qualify as being present at the meeting.
(c) Meetings held by electronic means must comply with the rules for meeting, including chairing and taking of minutes.
19. Saving provisions
(1) Subject to sub-clause (2) of this clause all decisions of 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;
- for whom there is a technical defect in their appointment as a trustee of which the trustees were unaware at the time;
if, without the vote of that charity trustee and that being counted in the quorum, the decision has been made by 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).
20. Execution of documents
(1) The CIO shall execute documents either by original or electronic signature.
(2) A document is validly executed by signature if it is signed by at least two of the charity trustees.
21. Use of electronic communications
The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:
(a) The requirements 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.
22. Keeping of registers
The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, the registers of its members and charity trustees.
23. Minutes
The charity trustees must keep minutes of all:
(1) appointments of officers made by the charity trustees;
(2) proceedings at general meetings of the CIO;
(3) meeting of the charity trustees and committees of the charity trustees including:
the names of the trustees present at the meeting;
the decisions made at the meeting; and
where appropriate the reasons for the decision;
(4) decisions made by the charity trustees otherwise than in meetings.
24. Accounting records, accounts, annual reports and returns, register maintenance
(1) The charity trustees must comply with the 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 Charities Commission regardless of the income of the CIO, within 10 months of the financial year end.
(2) The charity trustees must comply with the 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) Full accounts of the financial affairs of the CIO, duly independently examined or audited, (where applicable), shall be available to every member.
25. Rules
The charity trustees may from time to time make such reasonable and proper rules or bye-laws as they deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye-laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye-laws currently in force must be made available to any member of the CIO on request.
26. Disputes
If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
27. Amendment of constitution
As provided by 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 two-thirds majority of votes cast at a general meeting of the members of the CIO.
(2) Any alteration of clause 3 (Objects), clause 28 (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior 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.
28. Voluntary winding up or dissolution
(1) As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:
(a) At a general meeting of the members of the CIO called in accordance with clause 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 two-thirds majority of those voting, or
(ii) by a resolution passed by decision taken 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 so 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 may decide how any remaining assets of the CIO shall be applied.
(c) In either case, the remaining assets must be applied for charitable purposes for the same 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 of 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 a copy of the application is sent within seven days to every member and employee of the CIO, and to every 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.