Confirmation of incorporation of AOTOS
This is to confirm that with effect from 1 November 2020, AOTOS will now be operating as a charitable incorporated organisation (CIO) (which is the corporate model specifically introduced for charities), under registered charity number 1190787.
Members will recall that they gave their approval to their incorporation at the 2018 AGM. The change is the result of a modernisation and regularisation exercise to ensure that AOTOS is run in accordance with charity law and also best practice recommendations. The incorporation will not in any way affect the services provided by AOTOS and the rights and benefits of its members.
From 1 November 2020 all current AOTOS memberships will automatically transfer to the CIO. All renewals of membership from 1 January 2021 onwards will be made via the CIO. (The current Council members of the Unincorporated Charity, who are also the first Trustees of the CIO, will remain members of the Unincorporated Charity simply for the purposes of dealing with any post incorporation matters).
If you have any queries please contact Nicola-Jane Kemp, Chair of Trustees at firstname.lastname@example.org
THE ASSOCIATION OF TEACHERS OF SINGING
‘Association’ Model Constitution
Date of constitution (last amended) 23 May 2020
The name of the Charitable Incorporated Organisation (“the CIO”) is the Association of Teachers of Singing.
- National location of principal office
The principal office of the CIO is in England.
The object of the CIO is for the public benefit to advance education in the teaching of singing and connected subjects in particular, but without prejudice to the generality of the foregoing, 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; and
(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.
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.
- 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 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 dividends, bonus or otherwise by way of profit to any member of the CIO. This does not prevent a member who is not also a charity trustee receiving:
(a) a benefit from the CIO as a beneficiary of the CIO;
(b) reasonable and proper remuneration for any goods or services supplied to the CIO.
(3) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.
- 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) 0f this clause:
(a) “the CIO” includes any company in which the CIO:
(i) holds more than 50% of the shares; or
(ii) controls more than 50% of the voting rights attached to the shares; or
(iii) has the right to appoint one or more directors to the board of the company;
(b) “connected person” includes any person within the definition set out in clause 30 (interpretation)
- 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 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 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.
- 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.
- Membership of the CIO
(1) Admission of new members
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 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 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 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 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 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 members
(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) Persons admitted as members who fall within the following classes of membership are voting members:-
- Individual membership;
- Individuals participating in the CIO’s group membership scheme;
iii. Student membership;
- Graduate membership; and
- Persons who are awarded, at the discretion of the charity trustees, Emeritus, Associate or Honorary Life membership.
(c) 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.
(d) 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.
- Members’ decisions
(1) General provisions
Except for those decisions which must be taken in a particular way as indicated in sub-clause (4) 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 28 of this constitution (Amendment of constitution)
(c) Any decision to wind up or dissolve the CIO must taken in accordance with clause 29 of this constitution (voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIOs must be taken in accordance with the Charities Act 2011.
- 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. The Annual General Meeting of the members of the CIO shall normally be held at the Summer Conference each year and fifteen months shall not elapse without an AGM. At the AGM the following business shall be conducted:
(a) Report from the Chair.
(b) Report from the Secretary.
(c) Report from the Treasurer – including the presentation (and approval by the members, as appropriate) of the annual statement of accounts (duly audited or examined where applicable) and the charity trustees’ annual report for the previous financial year.
(d) The appointment of independent examiners or auditors as applicable
(e) The election of charity trustees (and officers) as required under clause 13
(f) Such other business as shall have been communicated to the Secretary and included in the notice of the meeting sent to members.
Other general meetings of the members of the CIO may be held at any time.
All general meetings must be held in accordance with the following provisions.
(2) Calling general meetings
(a) The charity trustees:
(i) must call the annual general meeting of the members of the CIO in accordance with sub-clause (1) of this clause and identify it as such in the notice of the meeting; and
(ii) may call 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 20% 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 20%.
(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 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) At least fourteen days before a general meeting the Secretary shall send to every member at the address recorded in the CIO’s books a notice of the meeting stating the time, place and agenda.
(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 (22) (Use of electronic communication), details of where the information may be found on the CIO’s website.
(d) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.
(e) The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO.
(4) Chairing of general meetings
The Chair of the CIO shall preside at all general meetings of the CIO. In the event of the Chair’s absence, the Past Chair shall preside and in his or her absence the Chair Elect shall preside. In the event of their unavailability the members present shall choose one of their number to chair 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.
(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 who are not also charity trustees, whichever is the greater. An organisation represented 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 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. 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 at 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.
- 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 or her powers and to perform his or her functions as a trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and
(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 real person.
(b) No one may be appointed as a charity trustee:
- If he or she is under the age of 16 years; or
- If he or she would automatically cease to hold office under the provisions of clause 15(1)(f) (disqualification of trustees).
(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.
(3) Number of charity trustees
(a) There must be at least eight 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) There is no maximum number of trustees that may be appointed to the CIO.
(4) First charity trustees
The following are the first charity trustees of the CIO, who hold the offices shown below (as the case may be) and who are deemed to have been appointed on the date that the CIO is registered with the Charity Commission:-
Nicola-Jane Kemp: Chair
Chair Elect: Edwin Pitt Mansfield
Heidi Pegler: Past Chair
Jan Spooner Swabey: Secretary
Carrie Birmingham: Area Trustee
Adrienne Hale: Area Trustee
Sarah Taylor: Area Trustee
- Appointment of charity trustees
At the first AGM of the members of the CIO all the charity trustees shall retire from office, with the exception of the first charity trustee who holds office as Chair (as referred to at clause 12(4)) who shall be deemed to have been re-appointed at the AGM for a period of two years. With the exception of the office of Chair and Past Chair (see sub-clause (b) of this clause), the vacancies so arising at the first AGM and at each subsequent AGM may be filled by the decision of the members and any vacancies not filled at the AGM may be filled as provided in sub-clause (f) of this clause.
(a) The board of trustees shall consist of a Chair, Chair Elect, Past Chair, Secretary, four Area Trustees and such other charity trustees as may be necessary for the management of the CIO and the fulfilment of its objects.
(b) From among past and present charity trustees a Chair Elect shall be elected who shall serve for two years, then for two years as Chair. The outgoing Chair shall remain as a charity trustee and shall hold office as Past Chair for a further two years.
(c) The Secretary shall be elected for a term of three years and thereafter shall be eligible for re-election every three years.
(d) Area Trustees shall be elected for a term of three years and thereafter be eligible for re-election annually.
(e) Other charity trustees shall be elected for a term of three years and thereafter be eligible for re-election annually.
(f) The board shall have the power to co-opt additional members as and when their expertise is required, and to fill any casual vacancies. Board members so appointed shall remain on the board until the next AGM but shall be eligible for election.
(g) Nomination forms for vacant posts shall be circulated to all members with details of the AGM at least 28 days before the event, and written nominations must be received by the Secretary at least 14 days before the AGM. The form must be signed by the nominee to indicate their willingness to serve. If two or more members are nominated for one area there shall be a secret ballot at the AGM.
- 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.
- Retirement and removal of charity trustees
(1) A charity trustee ceases to hold office if he or she:
(a) retires by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of the resignation takes effect to form a quorum for meetings);
(b) is absent without permission of the charity trustees from all of their meetings held within a period of 6 months and the trustees resolve that his or her office be vacated.
(d) in the written opinion, given to the CIO, of a registered medical practitioner treating that person, has become 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 accordancewith 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.
- 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
- Delegation by charity trustee
(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.
- 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 the Secretary 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 Chair of the CIO shall preside at all meetings of the charity trustees. In the event of the Chair’s absence, the Past Chair shall preside but if he or she is absent the Chair Elect will preside. In the event of their unavailability the members present shall choose one of their number to chair the 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.
- 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;
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)
- Execution of documents
(1) The CIO shall execute documents either by signature.
(2) A document is validly executed by signature if it is signed by at least two of the charity trustees.
- 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.
- 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.
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.
- 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 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.
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.
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.
- Amendment of constitution
As provided by clauses 224-227 of 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.
- 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.
In this constitution:
“connected person” means:
(a) A child, parent, grandchild, grandparent, brother or sister of the charity trustee;
(b) the spouse or civil partner of the charity trustee or of any person falling within sub clause (a) above;
(c) a person carrying on business in partnership with the charity trustee or with any person falling within sub-clause (a) or (b) above;
(d) an institution which is controlled –
(i) by the charity trustee or any connected person falling within sub-clause (a), (b) or (c) above; or
(ii) by two or more persons falling within sub-clause (c)(i) who, when taken together. (e) A body corporate in which –
(i) the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or
(ii) two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.
Section 118 of the Charities Act 2011 applies for the purpose of interpreting the terms used in this constitution.
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.
“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.
The “Communications Provisions” means the Communications Provisions in Regulations 49-59 and Schedules 2 and 3 of the General Regulations. “charity trustee” means a charity trustee of the CIO.
A “poll” means a counted vote or ballot, usually (but not necessarily, in writing).