20100802 - 1138980 - constitution as amended 26 october 2010

8/6/2019 20100802 - 1138980 - Constitution as Amended 26 October 2010

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. The Name

(and in this document it is called the Charity).

The Objects

itutionInsert the date of the meeting at which itdopted on thewas decided to adopt this constitution.Clause 1 - The constitution is in 2 parts.Part 1 coverrithe purposes of the Charityand how its money and other property canbe used. It also contains the powers tochange the constitution and to wind theChaiity up. Part 2 sets out theadministra tive provisions, includingmembership, the appointment of Charitytrustees, members' and trustees' meetings

,and the powers available to the Trustees inrunning the Charity the provisions in part 1can only be changed by a /3rds majority ofmembers present and voting at a meetingwhereas those in Part 2 can be changed bya simply majority of them.Clause 2 - Insert the name of the Charity.In general, the Commission can accept anyname unless it infringes the principles setout in section 6 of the Charities Act 1993,which ale explained in our publicationRegistering as a Ch arity (CC21) and in our

The association and its property will be administered and managed inaccordance with the provisions in Parts 1 and 2 of this constitution.


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otesmuse 4 - I his clause directs how thearity's income and property should beed and what benefits m a y b e allowed toembers and trustees. Sub-clause 4(2)vers Trustee expenses and sub-clause3) covers members benefits and thoseis te e benefits which do not requireecific further authority. Sub-clause 4(4)events Trustees f rom being rewarded for:ting in that capacity, whilst sub-clauses. 5) and 4(6) describe the procedures toHow if it is proposed to provide otherustee benefits not covered by sub-clause:3) or 4(4). Sub-clause 4(8) explains thatrese procedures must also be followed'hen people and organisations connected'ith a Trustee stand to benefit.

4. Application of the Income and Property(1 ) The income and property of the Charity shall be applied solelytowards the promotion of the Objects.(2) A Trustee may pay out of, or be reimbursed from, the property of

the Charity reasonable expenses properly incurred by him or herwhen acting on behalf of the Charity.

(3) None of the income or property of the Charity may be paid ortransferred directly or indirectly by way of dividend bonus orotherwise by way of profit to any member of the Charity. This doesnot prevent:(a ) a member who is not also a Trustee from receiving reasonableand proper remuneration for any goods or services supplied to

the Charity;

(b ) a Trustee from:(i) buying goods or services from the Charity upon the same

terms as other members or members of the public;i) receiving a benefit from the Charity in the capacity of a

beneficiary of the Charity, provided that the Trusteescomply with the provisions of sub clause (6) of this clause,or as a member of the Charity and upon the same terms


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,otesSub-clauses 4(5) and 4(6) - Note thatTrustees may only receive the types ofbenefits described in sub-clause 4(5) ifthey comply with the conditions of sub-clause 4(6). If followed, these proceduresshould avoid the conflict of interest thatwould otherwise arise when a trusteebenefits from the Charity. These restrictionsand conditions extend to people closelyconnected to the Trustees - see clause4(8). These provisions do not prevent aTrustee from buying or leasing land fromthe Charity: such-transactions will howeverrequire the Commission's consent unders.36 of the Charities Act 1993, as amendedby the Charities Act 2006. Existing charitieswishing to adopt similar provisions canonly do so with the Commission's priorconsent.

(5) A Trustee may:

(a) sell goods, services or any interest in land to the Charity;(b ) be employed by or receive any remuneration from the Charity;(c) receive any other financial benefit from the Charity,if :(d) he or she is not prevented from so doing by sub-clause (4) of

this clause; and(e) the benefit is permitted by sub-clause (3) of this clause; or(f) the benefit is authorised by the Trustees in accordance withthe conditions in sub-clause (6) of this clause.

(6) (a) If it is proposed that a Trustee should receive a benefit fromthe Charity that is not already permitted under sub-clause (3)of this clause, he or she must:(i) declare his or her interest in the proposal;(ii) be absent from that part of any meeting at which the

proposal is discussed and take no part in any discussion ofit;


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b-clause 4(8) - Examples of a personinected with a Trustee would include aild, parent, grandchild, grandparent,rther, sister or spouse or any personing with the trustee as his or her partner.amples of a linn dr'company connectedth a Trustee would include ones in whicha Trustee is a partner, employee,nsultant, director or shareholder, unlesse shares oi the company are listed on acognised stock exchange and the trusteerids less than 1 0 /0 of the issued capital.

(7) A Trustee must absent himself or herself from any discussions ofthe Trustees in which it is possible that a conflict will arise betweenhis or her duty to act solely in the interests of the Charity and anypersonal interest (including but not limited to any personalfinancial interest) and take no part in the voting upon the matter.

(8) In this Clause 4, "Trustee" shall include any person firm or companyconnected with the Trustee.

Dissolution(1) If the members resolve to dissolve the Charity the Trustees will

remain in office as Charity Trustees and be responsible for windingup the affairs of the Charity in accordance with this clause.

(2) The Trustees must collect in all the assets of the Charity and mustpay or make provision for all the liabilities of the Charity.

(3) The Trustees must apply any remaining property or money:(a) directly for the Objects;(b) by transfer to any Charity or charities for purposes the same asor similar to the Charity;(c) in such other manner as the Charity Commission for Englandand Wales ("the Commission") may approve in writing in


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Clause 7 - For advice and guidance on bestpractice for running membershiporganisations, see our research reportMembership Charities (R87) available onour website or in hard copy from Charity

(b) no amendment may be made to alter the Objects if thechange would not be within the reasonable contemplation ofthe members of or donors to the Charity;

(c ) no amendment may be made to clause 4 without the priorwritten consent of the Commission;

(d ) any resolution to amend a provision of Part 1 of thisconstitution is passed by not less than two thirds of themembers present and voting at a general meeting.

(2 ) Any provision contained in Part 2 of this constitution may beamended, provided that any such amendment is made byresolution passed by a simple majority of the members presentand voting at a general meeting.

(3) A copy of any resolution amending this constitution shall be sent tothe Commission within twenty one days of it being passed.

Membership(1) Membership is open to individuals over eighteen or organisations

who are approved by the Trustees.


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lb-clause 8(3) - The notice for any generaleeting should remind members of thiscluirement. We would recommend thatere is a reasonable gap between theiadline for payment of subscriptions (or

, y other regular payments by membersthe Charity) and the holding of a generaleeting to reduce the risk of this becomingadministrative problem for the Charity.

use 9 - We provide guidance on meetingsour booklet (liarities and Meetings48), produced in association with ICSAe Institute of Chartered Secretaries andninistralors).

(3 ) any sum due from the member to the Charity is not paid in fullwithin six months of it falling due;

(4 ) the member is removed from membership by a resolution of theTrustees that it is in the best interests of the Charity that his or hermembership is terminated. A resolution to remove a member frommembership may only be passed if:(a) the member has been given at least twenty one days' notice

in writing of the meeting of the Trustees at which theresolution will be proposed and the reasons why it is to beproposed;

(b) the member or, at the option of the member, the member'srepresentative (who need not be a member of the Charity) hasbeen allowed to make representations to the meeting.

General meetings(1) The Charity must hold a general meeting within twelve months of

the date of the adoption of this constitution.(2) An annual general meeting must be held in each subsequent year

and not more than fifteen months may elapse between successiveannual general meetings.


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. Quorum(1) No business shall be transacted at any general meeting unless aquorum is present.(2) A quorum is;

[Number] members entitled to vote upon the business to beconducted at the meeting; orone tenth of the total membership at the time,

whichever is the greater.(3) The authorised representative of a member organisation shall becounted in the quorum.(4) If:

(a) a quorum is not present within half an hour from the timeappointed for the meeting; or(b ) during a meeting a quorum ceases to be present,

the meeting shall be adjourned to such time and place as the Trusteesshall determine.

Sub-clause 11(1) - T h s means that aquorum must be present when a [clatter isbeing discussed and voted on, in order fora decision on it to be validly made. If themeeting subsequently becomes inquorate,this will not invalidate earlier, quoratedecisions.Sub-clause 11(2) - Insert the figure forthe quorum. Ihis should be set with care. Ifit is too high, any'bbsences may make itdifficult to have a valid meeting. If it is toolow, a small minority may be able toimpose its views unreasonably. Note thatsub-clauses 11(4)-(6) set out the procedurefor dealing with situations where themeeting is inquorate.


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No1PcClause 13 - This is a discretionary power forthe members to adjourn a quorate meeting- when the meeting is reconvened it must)e quorate. This provision differs from theIdjournment provisions in Clause 11 whichYe riot discretionary and must he usedvhere a general meeting is not quorate.

3. Adjournments(1) The members present at a meeting may resolve that the meetingshall be adjourned.(2 ) The person who is chairing the meeting must decide the date time

and place at which meeting is to be re-convened unless thosedetails are specified in the resolution.

(3) No business shall be conducted at an adjourned meeting unless itcould properly have been conducted at the meeting had theadjournment not taken place.

(4) If a meeting is adjourned by a resolution of the members for morethan seven days, at least seven clear days' notice shall be given ofthe re-convened meeting stating the date time and place of themeeting.

14. Votes(1) Each member shall have one vote but if there is an equality of

votes the person who is chairing the meeting shall have a castingvote in addition to any other vote he or she may have.

(2) A resolution in writing signed by each member (or in the case of a


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6. Officers and Trustees(1 ) The Charity and its property shall be managed and administered by

a committee comprising the Officers and other members elected inaccordance with this Constitution. The Officers and other membersof the committee shall be the Trustees of the Charity and in thisconstitution are together called "the Trustees".

(2) The Charity shall have the following Officers:A chair,A secretary,A treasurer.

(3 ) A Trustee must be a member of the Charity or the nominatedrepresentative of an organisation that is a member of the Charity.

(4) No one may be appointed a Trustee if he or she would bedisqualified from acting under the provisions of Clause 19.

(5) The number of Trustees shall be not less than three but (unlessotherwise determined by a resolution of the Charity in generalmeeting) shall not be subject to any maximum.


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Clause 18 - It is sensible la set out all thepowers that the Charity will commonly need,for the avoidance of doubt and to remindTrustees of the conditions that have to be metwhen they exercise those powers. Some ofthese powers are implicit in a Charity's objects(for example, if the object is to provide aschool, the Trustees have an implicit power toacquire premises). O ther powers are given bystatute, often only if specific conditions aremet. For example, the Trustee Act 2000 g ivesTrustees power to acquire and dispose of land,to borrow monertn many circumstances, todelegate much of the running of the Charityand to invest. However, there are some thing slhat can be done only if the Charity's governingdocument provides express power to do them.Sub-clause 18(1)(a) - This sub-clauseprovides a general power to raise fundsthrough a wide variety of methods. The onlyrestriction here is that it does not allow theCharily to engage in substantial permanenttrading for the purpose of raising funds.(Trading on a small scale is allowed. HMRevenue and Customs provide guidance on thetax treatment of different sorts of trading.) Theterms of this power do not prevent trading inorder to carry out the Charity's object - forexample, an educational Charity can chargefees for the educational services it provides.Sub-clause 18(1)(b) - This power is helpful if

(c) is signed by the person who is to be proposed to show his orher willingness to be appointed.

(5) (a) The appointment of a Trustee, whether by the Charity ingeneral meeting or by the other Trustees, must not cause thenumber of Trustees to exceed any number fixed in accordancewith this constitution as the maximum number of Trustees.

(b) The Trustees may not appoint a person to be an Officer if aperson has already been elected or appointed to that officeand has not vacated the office.

18. Powers of Trustees(1) The Trustees must manage the business of the Charity and have

the following powers in order to further the Objects (but not forany other purpose):(a) to raise funds. In doing so, the Trustees must not undertake

any substantial permanent trading activity and must complywith any relevant statutory regulations ;(b ) to buy, take on lease or in exchange, hire or otherwise acquire

any property and to maintain and equip it for use;(c)


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Sub-clause 18(1)(k) - Bank accounts -the Trustees can make rules (under clause29) to allow others associated with theoperation of the Charity such as employeesor volunteers to sign cheques and otherorders in relation to the Charity's bankaccounts so long as these activities areproperly managed so as to reduce the riskof fraud. For example, the Trustees mightallow two senior volunteers to signcheques up to a defined face value, with alimit on the total value of cheques whichthey are authar=ised to sign in any onemonth. In the case ol charities whichoperate electronic bank accounts, we haveprovided guidance on Trustee duties andbest practice for operating such accounts.this is on our website. With regard to thedelegation and management of funds, theTrustee Act 2000 provides wide powers ofinvestment and requires the Charity to takeadvice and to consider the need to investin a range of different investments. Ourpublication Investment o f Charitable Funds:Basic Principles ((CM) provides inureinformation about charity investments. Thepowers to employ agents, nominees andcustodians are of particular use where theCharity wishes to use an investment manager.Clause 19 - Our booklet Finding NewTrustees: What charities need to know(CCM) explains what section 72 of this Act

(k) to open and operate such bank and other accounts as theTrustees consider necessary and to invest funds and todelegate the management of funds in the same manner andsubject to the same conditions as the Trustees of a trust arepermitted to do by the Trustee Act 2000;

(I) to do all such other lawful things as are necessary for theachievement of the Objects;

(2 ) No alteration of this constitution or any special resolution shallhave retrospective effect to invalidate any prior act of the Trustees.

(3 ) An y meeting of Trustees at which a quorum is present at the timethe relevant decision is made may exercise all the powersexercisable by the Trustees.

19. Disqualification and Removal of TrusteesA Trustee shall cease to hold office if he or she:(1) is disqualified for acting as a Trustee by virtue of section 72 of theCharities Act 1993 (or any statutory re-enactment or modificationof that provision);(2) ceases to be a member of the Charity;


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Notes(6) No decision may be made by a meeting of the Trustees unless aquorum is present at the time the decision is purported to bemade.

Sub-clause 20(7) - where the totalnumber of Trustees is the mid-pointbetween two numbers which can bedivided by three, we recomm end roundingup to the ne xt mul t ip le of three.

(7 ) The quorum shall be two or the number nearest to one third of thetotal number of Trustees, whichever is the greater or such largernumber as may be decided from time to time by the Trustees.

(8) A Trustee shall not be counted in the quorum present when anydecision is made about a matter upon which that Trustee is notentitled to vote.

(9) If the number of Trustees is less than the number fixed as thequorum, the continuing Trustees or Trustee may act only for thepurpose of filling vacancies or of calling a general meeting.

(10)The person elected as the Chair shall chair meetings of theTrustees.(11)If the Chair is unwilling to preside or is not present within ten

minutes after the time appointed for the meeting, the Trusteespresent may appoint one of their number to chair that meeting.

(12)The person appointed to chair meetings of the Trustees shall haveno functions or powers except those conferred by this constitutionor delegated to him or her in writing by the Trustees.


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(3) The Trustees may revoke or alter a delegation.(4) All acts and proceedings of any committees must be fully and

promptly reported to the Trustees.

22. Irregularities in Proceedings(1) Subject to sub-clause (2) of this clause, all acts done by a meeting

of Trustees, or of a committee of Trustees, shall be validnotwithstanding the participation in any vote of a Trustee:ho 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 reasonof a conflict of interest or otherwise;

if, without:the vote of that Trustee; andthat Trustee being counted in the quorum,

the decision has been made by a majority of the Trustees at a


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(3) meetings of the Trustees and committees of Trustees including:the names of the Trustees present at the meeting;

he decisions made at the meetings; andwhere appropriate the reasons for the decisions.Clause 24 - The key accounting requirementsfui charities are seTout on our website. Allregistered charities with incomes over[10k must send accounts, Annual Reportarid Annual Return to us within 10 monthsof the end of the financial year,

alb-clause 24(1)(e) - Me Annual Returnaovides a summary of key financial dataI

24. Annual Report and Return and Accounts(1) The Trustees must comply with their obligations under the Charities

Act 1993 with regard to:(a ) the keeping of accounting records for the Charity;(b) the preparation of annual statements of account for theCharity;(c) the transmission of the statements of account to theCommission;(d) the preparation of an Annual Report and its transmission to theCommission;(e) the preparation of an Annual Return and its transmission to theCommission.


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(2 ) The terms of the appointment of any holding Trustees must providethat they may act only in accordance with lawful directions of theTrustees and that if they do so they will not be liable for the actsand defaults of the Trustees or of the members of the Charity.

(3 ) The Trustees may remove the holding Trustees at any time.

Clause 27 - these are the minimumrequirement&ond trustees should considerif any other forITIS of insurance are needed.

27 . Repair and insuranceThe Trustees must keep in repair and insure to their full value against fireand other usual risks all the buildings of the Charity (except those buildingsthat are required to be kept in repair and insured by a tenant). They mustalso insure suitably in respect of public liability and employer's liability.

28 . Notices

(1) Any notice required by this constitution to be given to or by anyperson must be:(a) in writing; or(b) given using electronic communications.

(2) The Charity may give any notice to a member either:


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NotesClause 29 - Rules are effectively theinternal procedures adopted by theTrustees for the proper administration ofthe Charity. They cannot be used to changeany of the provisions in this constitution.Clause 6 of this constitution sets out theprocedure for amending the provisions ofthis constitution.

Sub-clause 29(2)(e) - The ElectronicCommunications Act 2000 and theElectronic Signatures Regulations 2002

29. Rules(1) The Trustees may from time to time make rules or bye-laws for the

conduct of their business.(2) The bye-laws may regulate the following matters but are not

restricted to them:(a) the admission of members of the Charity (including the

admission of organisations to membership) and the rights andprivileges of such members, and the entrance fees,subscriptions and other fees or payments to be made bymembers;

(b) the conduct of members of the Charity in relation to oneanother, and to the Charity's employees and volunteers;

(c) the setting aside of the whole or any part or parts of theCharity's premises at any particular time or times or for anyparticular purpose or purposes;

(d) the procedure at general meeting and meetings of the Trusteesin so far as such procedure is not regulated by this Constitution;

(e) the keeping and authenticating of records. (If regulations madeunder this clause permit records of the Charity to be kept inelectronic form and requires a Trustee to sign the record, the


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20100802 - 1138980 - constitution as amended 26 october 2010

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