Our constitution

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Last amended: 31st October 2024

Name

The name of the Charitable Incorporated Organisation (“the CIO”) is BDEF CIO.

Location of principal office

The Principal office is in England.

Objectives

To relieve the needs of Disabled people for the public benefit, who are resident in Bristol and the surrounding area, in particular but not exclusively, by the promotion of equality, diversity and independence through the provision of services, support, information and training.

Powers

The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the CIO has power to:

  • 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;
  • buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
  • 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;
  • 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 that clause;
  • deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000.

Application of income and property

The income and property of the CIO must be applied solely towards the promotion of the objects:

a) A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by 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.

None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO or connected person.
This does not prevent a member or connected person who is not also a charity trustee receiving:

  • a benefit from the CIO as a beneficiary of the CIO;
  • reasonable and proper remuneration for any goods or services supplied to the CIO;

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

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 or benefit is permitted by sub-clause (2) of this clause or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.

Scope and powers permitting trustees’ or connected persons’ benefits

No charity trustee or connected person may:

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.

 

(a) A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way.
(b) A charity trustee or connected person may enter into a contract for the supply of services and/or goods to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011.
(c) A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
(d) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
(e) 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.

In clauses 5 and 6:

a) “the CIO” includes any company in which the CIO:

  1.  holds more than 50% of the shares; or
  2. controls more than 50% of the voting rights attached to the shares; or
  3. 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 they have 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 themselves from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between their 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 themselves 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.

Membership of the CIO

Admission of new members

a) Eligibility

Full Membership of the CIO is open to any disabled person*, who lives, works, volunteers, or studies in Bristol or the surrounding areas, who is interested in furthering BDEF’s purposes, and who, by applying for membership, has indicated their agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause.

* A Disabled Person is someone who self identifies as disabled due to the discrimination they face in society (so this can include people with physical or sensory impairments, learning difficulties, mental health needs, neurodivergence, Deaf people etc) .

Associate Membership of the CIO is open to any non-disabled person who lives, works, studies or are based in Bristol or the surrounding area, who is interested in furthering BDEF’s purposes, and who, by applying for membership, has indicated their agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause.

b) Admission procedure

The charity trustees:

  • may require applications for membership to be made in any reasonable way that they decide;
  • shall, if they approve an application for membership, notify the applicant of their decision within 21 days;
  • may refuse an application for membership if they believe that it is in the best interests of the CIO for them to do so;
  • shall, if they decide to refuse an application for membership give the applicant their reasons for doing so, within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and
  • shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.

Transfer of membership

Membership of the CIO cannot be transferred to anyone else.

Duty of members

It is the duty of each member of the CIO to exercise their powers as a member of the CIO in the way they decide in good faith would be most likely to further the purposes of the CIO (as set out in the Charities Act 2011).

Termination of membership

a) Membership of the CIO comes to an end if:

  1. the member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or
  2. the member sends a notice of resignation to the charity trustees; or
  3. any sum of money owed by the member to the CIO is not paid in full within six months of its falling due; or
  4. the charity trustees decide that it is in the best interests of the CIO that the member in question should be removed from membership, and pass a resolution to that effect.

b) Before the charity trustees take any decision to remove someone from membership of the CIO they must:

  1. inform the member of the reasons why it is proposed to remove them from membership;
  2. give the member at least 21 clear days notice in which to make representations to the charity trustees as to why they should not be removed from membership;
  3. at a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership;
  4. consider at that meeting any representations which the member makes as to why the member should not be removed; and
  5. allow the member, or the member’s representative, to make those representations in person at that meeting, if the member so chooses.

Membership fees

The CIO may require members to pay reasonable membership fees to the CIO.

Associate (non-voting) membership

a) The charity trustees may create associate or other classes of non voting membership, and may determine the rights and obligations of any such members (including payment of membership fees), and the conditions for admission to, and
termination of membership of any such class of members.

b) 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

General provisions

Except for those decisions that must be taken in a particular way as indicated in sub-clause (4) of this clause, decisions of the members of the CIO may be taken either by vote at a general meeting as provided in sub-clause (2) of this clause or by written resolution as provided in sub-clause (3) of this clause.

Taking ordinary decisions by vote

Subject to sub-clause (4) of this clause, any decision of the members of the CIO may be taken by means of a resolution at a General Meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting (including votes cast by postal or email ballot, and proxy votes).

Taking ordinary decisions by written resolution without a General Meeting

a) Subject to sub-clause (4) of this clause, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:

  1. a copy of the proposed resolution has been sent to all the members eligible to vote; and
  2. a simple majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature (or in the case of an organisation which is a member, by execution according to its usual procedure), by a statement of their identity
    accompanying the document, or in such other manner as the CIO has specified.

b) The resolution in writing may comprise several copies to which one or more members has signified their agreement.

c) Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated in accordance with paragraph (a) above.

d) Not less than 10% of the members of the CIO may request the charity trustees to make a proposal for decision by the members.(e)The charity trustees must within 21 days of receiving such a request comply with it if:

  1. The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;
  2. The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and
  3. Effect can lawfully be given to the proposal if it is so agreed.

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

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 be 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 provisions of the Charities Act 2011.

General meetings of members

Types of general meeting

There must be an Annual General Meeting (AGM) of the members of the CIO. The first AGM must be held within 18 months of the registration of the CIO, and subsequent AGMs must be held at intervals of not more than 15 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report, and must elect trustees as required under clause 13.Other general meetings of the members of the CIO may be held at any time. All general meetings must be held in accordance with the following provisions.

Calling General Meetings

a) The charity trustees:

  1. 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
  2. may call any other General Meeting of the members at any time.

b) The charity trustees must, within 21 days, call a General Meeting of the members of the CIO if:

  1. they receive a request to do so from at least 10% of the members of the CIO; and
  2. the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.

(c) If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%.

d) Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.

e) A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.

f) Any general meeting called by the charity trustees at the request of the members of the CIO must be held within 28 days from the date on which it is called.

g) If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.

h) A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.

i) The CIO must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the CIO shall be entitled to be indemnified by the charity trustees who were responsible for such failure.

Notice of general meetings

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.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.
The notice of any general meeting must:

  1. state the time and date of the meeting:
  2. give the address at which the meeting is to take place;
  3. 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
  4. if a proposal to alter the constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration;
  5. include, with the notice for the AGM, the annual statement of accounts and trustees’ annual report, details of persons standing for election or re-election as trustee, or where allowed under clause 22 (Use of electronic communication), details of where the information may be found on the CIO’s website.
    • 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.
    • 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.

Chairing of General Meetings

The person nominated as chair by the charity trustees under clause 19(2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the CIO who are present at a general meeting shall elect a chair to preside at the meeting.

Quorum at General Meetings

a) No business may be transacted at any General Meeting of the members of the CIO unless a quorum is present when the meeting starts.

b) Subject to the following provisions, the quorum for general meetings shall be the greater of 5% or 15 members. An organisation represented by a person present at the meeting in accordance with sub-clause (7) of this clause, is counted as being present in person.

c) If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.

d) If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must be notified to the CIO’s members at least seven clear days before the date on which it will resume.

e) If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.

f) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.

Voting at General Meetings

a) Any decision other than one falling within clause 10 (4) (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting (including proxy and postal votes). Every Full Member has one vote. Associate Members are not entitled to vote.

b) A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair or by at least 10% of the members present in person or by proxy at the meeting.

c) A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll.

d) A poll may be taken:

  1. at the meeting at which it was demanded; or
  2. at some other time and place specified by the chair; or
  3. 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.

Adjournment of meetings

The chair may with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.

Use of electronic communications

a) To the CIO:

Any member or charity trustee of the CIO may communicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO.

b) By the CIO:

Any member or charity trustee of the CIO, by providing the CIO with his or her email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO his or her unwillingness to receive such communications in that form.

c) charity trustees may, subject to compliance with any legal requirements, by means of publication on its website:

  1. provide the members with the notice referred to in clause 11(3) (Notice of general meetings);
  2. give charity trustees notice of their meetings in accordance with clause 19(1) (Calling meetings); and
  3. submit any proposal to the members or charity trustees for decision by written resolution or postal vote in accordance with the CIO’s powers under clause 10 (Members’ decisions), 10(3) (Decisions taken by resolution in writing).

d) The charity trustees must:

  1. take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal;
  2. send any such notice or proposal in hard copy form to any member or charity trustee who has not consented to receive communications in electronic form.

Charity trustees

Functions and duties of charity trustees

The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee:

a) to exercise his or her powers and to perform his or her functions in his or her capacity 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:

  1. any special knowledge or experience that he or she has or holds himself or herself out as having; and,
  2. 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.

Eligibility for trusteeship

a) Every charity trustee must be a natural person.

b) Every trustee must be a member of the CIO.

c) No individual may be appointed as a charity trustee of the CIO:

  •  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).

d) 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.

Number of charity trustees

a) There should be not less than five nor more than twelve appointed trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.

b) The maximum number of charity trustees that can be appointed is as provided in sub-clause (a) of this clause.

No trustee appointment may be made in excess of these provisions.

First charity trustees

The first charity trustees of the CIO are:

  • Jesse Robin Cooper
  • Dr. Glyn David Everett
  • Devon Lowndes-Mola
  • Anela Wood
  • Jessica Amy Ansell

Appointment of charity trustees

a) At the first Annual General Meeting of the members of the CIO all the charity trustees shall retire from office;

b) At every [subsequent] Annual General Meeting of the members of the CIO, one third of the charity trustees shall retire from office. If the number of charity trustees is not three or a multiple of three, then the number nearest to one third shall retire from office, but if there is only one charity trustee, he or she shall retire;

c) The charity trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment. If any trustees were last appointed or reappointed on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot;

d)  The vacancies so arising may be filled by the decision of the members at the Annual General Meeting; any vacancies not filled at the Annual General Meeting may be filled as provided in sub clause (5) of this clause;

e) The members or the charity trustees may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in accordance with clause [15] (Retirement and removal of charity trustees), or as an additional charity trustee, provided that the limit specified in clause [12(3)] on the number of charity trustees would not as a result be exceeded;

f) A person so appointed by the members of the CIO shall retire in accordance with the provisions of sub-clauses (2) and (3) of this clause. A person so appointed by the charity trustees shall retire at the conclusion of the next annual general meeting after the date of their appointment, and shall not be counted for the purpose of determining which of the charity trustees is to retire by rotation at that meeting.

 

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.

c) Information about the Social Model of Disability

Retirement and removal of charity trustees

Ceases to hold office

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

(a)retires by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
(b)is absent without apologies or without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that his or her office be vacated;
(c) dies;
(d)in the written opinion, given to the CIO, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;
(e)is removed by the members of the CIO in accordance with sub clause (2) of this clause; or
(f) is disqualifiedfrom acting as acharity trustee by virtue of sections 178- 180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).

(2) A charity trustee shall be removed from office if a resolution to remove that trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with clause [11], and the resolution is passed by a two thirds majority of votes cast at the meeting.

(3) A resolution to remove a charity trustee in accordance with this clause shall not take effect unless the individual concerned has been given at least 14 clear days’ notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of the CIO.

Reappointment of charity trustees

Any person who retires as a charity trustee by rotation or by giving notice to the CIO is eligible for reappointment. A charity trustee who has served for three consecutive terms may not be reappointed for a fourth consecutive term but may be reappointed after an interval of at least three years. 

Taking of decisions by charity trustees 

Any decision may be taken either:
• at a meeting of the charity trustees; or
• by resolution in writing [or electronic form] agreed by a majority of all of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the charity trustees has signified their agreement. Such a resolution shall be effective provided that:
• a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees; and
• the majority of all of the charity trustees has signified agreement to the resolution in a document or documents which has or have been authenticated by their signature, by a statement of their identity accompanying the document or documents, or in such other manner as the charity trustees have previously resolved,
and delivered to the CIO at its principal office or such other place as the trustees may resolve [within 28 days of the circulation date].

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 shall determine the terms and conditions on which the delegation is made. The charity trustees may at any time alter those terms and conditions, or revoke the delegation.
(2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements:

(a) a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee;
(b) the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and
(c) the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.
(e) Meetings and proceedings of charity trustees

(1) Calling meetings

(a) Meeting of trustees would normally be held at least 10 times a year.
(b) Any charity trustee may call a meeting of the charity trustees.
(c) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.

(2) Chairing of meetings

(a)The charity trustees may appoint one or two of their number to be the Chair/Co-chair and to chair their meetings at the first Trustee meeting after an AGM and may at any time revoke such appointment.
(b)If Co-Chairs are appointed, one of them must be a woman.
(c) If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.

(3) Procedure at meetings

(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is three charity trustees, or the number nearest to one third of the total number of charity trustees, whichever is greater, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.
(b)Questions arising at a meeting shall be decided by a majority of those eligible to vote.
(c) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.

(4)Participation in meetings by electronic means

(a)A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants.
(b)Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.
(c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.

(5) Saving provisions

(1)Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:
• who was disqualified from holding office;
• who had previously retired or who had been obliged by the constitution to vacate office;
• who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
• 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 charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.

(2)Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for sub-clause (1), the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest).

Execution of documents

(1) The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:

(a) the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
(b) any requirements to provide information to the Commission in a particular form or manner.
(g) 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, a (combined) register of its members and charity trustees.
(h) Minutes

The charity trustees must keep minutes of all:
(1) appointments of officers made by the charity trustees;
(2) proceedings at general meetings of the CIO;
(3) meetings of the charity trustees and committees of charity trustees including:
• the names of the trustees present at the meeting;
• the decisions made at the meetings; and
• where appropriate the reasons for the decisions;
(4) decisions made by the charity trustees otherwise than in meetings.
(i) Accounting records, accounts, annual reports and returns, register maintenance
(1) The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of account, and to the preparation of annual reports and returns. The statements of account, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end.
(2) The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.

Rules

The charity trustees may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request.

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.

Amendment of constitution

As provided by sections 224-227 of the Charities Act 2011:

  1. This constitution can only be amended:
    1. by resolution agreed in writing by all members of the CIO; or
    2. by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the CIO.
  2. Any alteration of the CIO’s objects, of any provision of the CIO’s constitution directing the application of property on its dissolution or any provision of the CIO’s constitution where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission.
  3. No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
  4. A copy of any resolution altering the constitution, together with a copy of the CIO’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed.

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:

    1. 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:

      1. by a resolution passed by a 75% majority of those voting, or

      2. by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or

      3. by a resolution agreed in writing by all members of the CIO.

  2. Subject to the payment of all the CIO’s debts:

    1. Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied.

    2. If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.

    3. In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.

  3. The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:

    1. the charity trustees must send with their application to the Commission:

    2. a copy of the resolution passed by the members of the CIO;

      1. a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and

      2. 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;

      3. the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.

  4. If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

Interpretation

In this constitution:
“connected person” means:

  1. a child, parent, grandchild, grandparent, brother or sister of the charity trustee or member;
  2. the spouse or civil partner of the charity trustee, member or of any person falling within sub-clause (a) above;
  3. a person carrying on business in partnership with the charity trustee, member or with any person falling within sub-clause (a) or (b) above;
  4. an institution which is controlled –
    1. by the charity trustee, member or any connected person falling within sub-clause (a), (b), or (c) above; or
    2. by two or more persons falling within sub-clause (d)(i), when taken together

5. a body corporate in which –

  i) the charity trustee, member 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 apply for the purposes 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 [Part 9, Chapter 4] 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.

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