constitution.txt

Constitution of a Charitable Incorporated Organisation whose only voting
members are its charity trustees

    (‘Foundation’ model constitution)

    Date of constitution (last amended):
    ...........................................................................

1.  Name

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

2.  National location of principal office

    The CIO must have a principal office in England or Wales. The principal
    office of the CIO is in [England][Wales].

3.  Object[s]

    The object[s] of the CIO [is][are]
    ...........................................................................

    Nothing in this constitution shall authorise an application of the property
    of the CIO for the purposes which are not charitable in accordance with
    [section 7 of the Charities and Trustee Investment (Scotland) Act 2005] and
    [section 2 of the Charities Act (Northern Ireland) 2008]

4.  Powers

    The CIO has power to do anything which is calculated to further its
    object[s] or is conducive or incidental to doing so. In particular, the CIO
    has 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 in exchange, hire or otherwise acquire any
        property and to 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 that clause;

    (5) deposit or invest funds, employ a professional fund-manager, and
        arrange for the investments or other property of the CIO to be held in
        the name of a nominee, in the same manner and subject to the same
        conditions as the trustees of a trust are permitted to do by the
        Trustee Act 2000.

5.  Application of income and property

    (1) The income and property of the CIO must be applied solely towards the
        promotion of the objects.

        (a) A charity trustee is entitled to be reimbursed from the property of
            the CIO or may pay out of such property reasonable expenses
            properly incurred by him or her when acting on behalf of the CIO.

        (b) A charity trustee may benefit from trustee indemnity insurance
            cover purchased at the CIO’s expense in accordance with, and
            subject to the conditions in, section 189 of the Charities Act
            2011.

    (2) None of the income or property of the CIO may be paid or transferred
        directly or indirectly by way of dividend, bonus or otherwise by way of
        profit to any member of the CIO.

    (3) Nothing in this clause shall prevent a charity trustee or connected
        person receiving any benefit or payment which is authorised by Clause
        6.


6.  Benefits and payments to charity trustees and connected persons

    (1) General provisions

    No charity trustee or connected person may:

        (a) buy or receive any goods or services from the CIO on terms
            preferential to those applicable to members of the public;

        (b) sell goods, services, or any interest in land to the CIO;

        (c) be employed by, or receive any remuneration from, the CIO;

        (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.

    (2) Scope and powers permitting trustees’ or connected persons’ benefits

        (a) A charity trustee or connected person may receive a benefit from
            the CIO as a beneficiary of the CIO provided that 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, or of goods that are supplied in connection
            with the provision of services, to the CIO where that is permitted
            in accordance with, and subject to the conditions in, sections 185
            to 188 of the Charities Act 2011.

        (c) Subject to sub-clause (3) of this clause a charity trustee or
            connected person may provide the CIO with goods that are not
            supplied in connection with services provided to the CIO by the
            charity trustee or connected person.

        (d) A charity trustee or connected person may receive interest on money
            lent to the CIO at a reasonable and proper rate which must be not
            more than the Bank of England bank rate (also known as the base
            rate).

        (e) A charity trustee or connected person may receive rent for premises
            let by the trustee or connected person to the CIO. The amount of
            the rent and the other terms of the lease must be reasonable and
            proper. The charity trustee concerned must withdraw from any
            meeting at which such a proposal or the rent or other terms of the
            lease are under discussion.

        (f) A charity trustee or connected person may take part in the normal
            trading and fundraising activities of the CIO on the same terms as
            members of the public.

    (3) Payment for supply of goods only – controls

    The CIO and its charity trustees may only rely upon the authority
    provided by sub-clause (2)(c) of this clause if each of the following
    conditions is satisfied:

        (a) The amount or maximum amount of the payment for the goods is set
            out in a written agreement between the CIO and the charity trustee
            or connected person supplying the goods (“the supplier”).

        (b) The amount or maximum amount of the payment for the goods does not
            exceed what is reasonable in the circumstances for the supply of
            the goods in question.

        (c) The other charity trustees are satisfied that it is in the best
            interests of the CIO to contract with the supplier rather than with
            someone who is not a charity trustee or connected person. In
            reaching that decision the charity trustees must balance the
            advantage of contracting with a charity trustee or connected person
            against the disadvantages of doing so.

        (d) The supplier is absent from the part of any meeting at which there
            is discussion of the proposal to enter into a contract or
            arrangement with him or her or it with regard to the supply of
            goods to the CIO.

        (e) The supplier does not vote on any such matter and is not to be
            counted when calculating whether a quorum of charity trustees is
            present at the meeting.

        (f) The reason for their decision is recorded by the charity trustees
            in the minute book.

        (g) A majority of the charity trustees then in office are not in
            receipt of remuneration or payments authorised by clause 6.

    (4) In sub-clauses (2) and (3) of this clause:

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

            (i)     holds more than 50% of the shares; or

            (ii)    controls more than 50% of the voting rights attached to the
                    shares; or

            (iii)   has the right to appoint one or more directors to the board
                    of the company;

        (b) “connected person” includes any person within the definition set
            out in clause [30] (Interpretation);

7.  Conflicts of interest and conflicts of loyalty

    A charity trustee must:

    (1) declare the nature and extent of any interest, direct or indirect,
        which he or she has in a proposed transaction or arrangement with the
        CIO or in any transaction or arrangement entered into by the CIO which
        has not previously been declared; and

    (2) absent himself or herself from any discussions of the charity trustees
        in which it is possible that a conflict of interest will arise between
        his or her duty to act solely in the interests of the CIO and any
        personal interest (including but not limited to any financial
        interest).

    Any charity trustee absenting himself or herself from any discussions in
    accordance with this clause must not vote or be counted as part of the
    quorum in any decision of the charity trustees on the matter.

8.  Liability of members to contribute to the assets of the CIO if it is wound
    up

    Option 1

    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.

    Option 2

    (1) If the CIO is wound up, each member of the CIO is liable to contribute
        to the assets of the CIO such amount (but not more than £[ ]) as may be
        required for payment of the debts and liabilities of the CIO contracted
        before that person ceases to be a member, for payment of the costs,
        charges and expenses of winding up, and for adjustment of the rights of
        the contributing members among themselves.

    (2) In sub-clause (1) of this clause “member” includes any person who was a
        member of the CIO within 12 months before the commencement of the
        winding up.

    (3) But subject to that, the members of the CIO have no liability to
        contribute to its assets if it is wound up, and accordingly have no
        personal responsibility for the settlement of its debts and liabilities
        beyond the amount that they are liable to contribute.

9.  Charity trustees

    (1) Functions and duties of charity trustees

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

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

            (i)     any special knowledge or experience that he or she has or
                    holds himself or herself out as having; and,

            (ii)    if he or she acts as a charity trustee of the CIO in the
                    course of a business or profession, to any special
                    knowledge or experience that it is reasonable to expect of
                    a person acting in the course of that kind of business or
                    profession.

    (2) Eligibility for trusteeship

        (a) Every charity trustee must be a natural person.

        (b) No 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 [12(1)(e)].

        (c) No one is entitled to act as a charity trustee whether on
            appointment or on any re-appointment until he or she has expressly
            acknowledged, in whatever way the charity trustees decide, his or
            her acceptance of the office of charity trustee.

       [(d) At least one of the trustees of the CIO must be 18 years of age or
            over. If there is no trustee aged at least 18 years, the remaining
            trustees may only act to call a meeting of the charity trustees, or
            appoint a new charity trustee.]

    (3) Number of charity trustees

        Option 1

        (a) There must be at least [three] 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.

        Option 1a

        (b) The maximum number of charity trustees is [12]. The charity
            trustees may not appoint any charity trustee if as a result the
            number of charity trustees would exceed the maximum.

        Option 1b

        (b) There is no maximum number of charity trustees that may be
            appointed to the CIO.

        Option 2

        (a) There should be:

            [Not less than… nor more than]… appointed trustees;
            [… ex officio trustee[s]; and
            [Not less than… nor more than]… nominated trustees.]

        (b) There must be at least [three] 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.

        (c) 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.

    (4) First charity trustees

        The first charity trustees are as follows[, and are appointed for the
        following terms] –

        ....................................................... [for [4] years]
        ....................................................... [for [3] years]
        ....................................................... [for [2] years]

10. Appointment of charity trustees

    Option 1

    (1) Apart from the first charity trustees, every trustee must be appointed
        [for a term of [three] years] by a resolution passed at a properly
        convened meeting of the charity trustees.

    (2) In selecting individuals for appointment as charity trustees, the
        charity trustees must have regard to the skills, knowledge and
        experience needed for the effective administration of the CIO.

    Option 2

    (1) Appointed charity trustees

        (a) Apart from the first charity trustees, every appointed trustee must
            be appointed [for a term of [three] years] by a resolution passed
            at a properly convened meeting of the charity trustees.

        (b) In selecting individuals for appointment as appointed charity
            trustees, the charity trustees must have regard to the skills,
            knowledge and experience needed for the effective administration of
            the CIO.

   [(2) Ex officio Trustee[s]

        (a) The [insert role] for the time being (“the office holder”) shall
            automatically (“ex-officio”) be a charity trustee, for as long as
            he or she holds that office.

        (b) If unwilling to act as a charity trustee, the office holder may:

            (i)     before accepting appointment as a charity trustee, give
                    notice in writing to the trustees of his or her
                    unwillingness to act in that capacity; or

            (ii)    after accepting appointment as a charity trustee, resign
                    under the provisions contained in clause [12] (Retirement
                    and removal of charity trustees).

        The office of ex officio charity trustee will then remain vacant
        until the office holder ceases to hold office.]

   [(3) Nominated Trustee[s]

        (a) [insert name of appointing body] (“the appointing body”) may
            appoint [insert number] charity trustees.

        (b) Any appointment must be made at a meeting held according to the
            ordinary practice of the appointing body.

        (c) Each appointment must be for a term of [three] years.

        (d) The appointment will be effective from the later of:

            (i)     the date of the vacancy; and

            (ii)    the date on which the charity trustees or their
                    secretary or clerk are informed of the appointment.

        (e) The person appointed need not be a member of the appointing body.

        (f) A trustee appointed by the appointing body has the same duty under
            clause 9(1) as the other charity trustees to act in the way he or
            she decides in good faith would be most likely to further the
            purposes of the CIO]

11. 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 the current version of this constitution; and

        (b) a copy of the CIO’s latest Trustees’ Annual Report and statement of
            accounts.

12. 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 resignation takes
            effect to form a quorum for meetings);

        (b) is absent 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 company, of a registered
            medical practitioner treating that person, has become physically or
            mentally incapable of acting as a director and may remain so for
            more than three months;

        (e) is disqualified from acting as a charity trustee by virtue of
            sections 178-180 of the Charities Act 2011 (or any statutory
            re-enactment or modification of that provision).

    (2) Any person retiring as a charity trustee is eligible for reappointment.

   [(3) 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 [one year].]

13. 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].

14. 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.

15. Meetings of charity trustees

    (1) Calling meetings

        (a) Any charity trustee may call a meeting of the charity trustees.

        (b) Subject to that, the charity trustees shall decide how their
            meetings are to be called, and what notice is required.

    (2) Chairing of meetings

    The charity trustees may appoint one of their number to chair their
    meetings and may at any time revoke such appointment. If no-one has been so
    appointed, or if the person appointed is unwilling to preside or is not
    present within 10 minutes after the time of the meeting, the charity
    trustees present may appoint one of their number to chair that meeting.

    (3) Procedure at meetings

        (a) No decision shall be taken at a meeting unless a quorum is present
            at the time when the decision is taken. The quorum is two 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.

16. Membership of the CIO

    (1) The members of the CIO shall be its charity trustees for the time
        being. The only persons eligible to be members of the CIO are its
        charity trustees. Membership of the CIO cannot be transferred to anyone
        else.

    (2) Any member and charity trustee who ceases to be a charity trustee
        automatically ceases to be a member of the CIO.

[17. Informal or associate (non-voting) membership

    (1) 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.

    (2) 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.]

18. Decisions which must be made by the members of the CIO

    (1) Any decision to:

        (a) amend the constitution of the CIO;

        (b) amalgamate the CIO with, or transfer its undertaking to, one or
            more other CIOs, in accordance with the Charities Act 2011; or

        (c) wind up or dissolve the CIO (including transferring its business to
            any other charity)

    must be made by a resolution of the members of the CIO (rather than a
    resolution of the charity trustees).

    (2) Decisions of the members may be made either:

        (a) by resolution at a general meeting; or

        (b) by resolution in writing, in accordance with sub-clause (4) of this
            clause.

    (3) Any decision specified in sub-clause (1) of this clause must be made in
        accordance with the provisions of clause [28] (amendment of
        constitution), clause [29] (Voluntary winding up or dissolution), or
        the provisions of the Charities Act 2011, the General Regulations or
        the Dissolution Regulations as applicable.  Those provisions require
        the resolution to be agreed by a 75% majority of those members voting
        at a general meeting, or agreed by all members in writing.

    (4) Except where a resolution in writing must be agreed by all the members,
        such a resolution may be agreed by a simple majority of all the members
        who are entitled to vote on it. Such a resolution shall be effective
        provided that:

        (a) a copy of the proposed resolution has been sent to all the members
            eligible to vote; and

        (b) the required 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, by a statement of their
            identity accompanying the document, or in such other manner as the
            CIO has specified.

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

19. General meetings of members

    (1) Calling of general meetings of members

    The charity trustees may designate any of their meetings as a general
    meeting of the members of the CIO. The purpose of such a meeting is to
    discharge any business which must by law be discharged by a resolution of
    the members of the CIO as specified in clause [18] (Decisions which must be
    made by the members of the CIO).

    (2) Notice of general meetings of members

        (a) The minimum period of notice required to hold a general meeting of
            the members of the CIO is [14] days.

        (b) Except 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, a general meeting may be called by
            shorter notice if it is so agreed by a majority of the members of
            the CIO.

        (c) 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.

    (3) Procedure at general meetings of members

    The provisions in clause 15 (2)-(4) governing the chairing of meetings,
    procedure at meetings and participation in meetings by electronic means
    apply to any general meeting of the members, with all references to
    trustees to be taken as references to members.

20. 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;

    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).

21. Execution of documents

    (1) The CIO shall execute documents either by signature or by affixing its
        seal (if it has one)

    (2) A document is validly executed by signature if it is signed by at least two
        of the charity trustees.

    (3) If the CIO has a seal:

        (a) it must comply with the provisions of the General Regulations; and

        (b) the seal must only be used by the authority of the charity trustees
            or of a committee of charity trustees duly authorised by the
            charity trustees. The charity trustees may determine who shall sign
            any document to which the seal is affixed and unless otherwise so
            determined it shall be signed by two charity trustees.

22. Use of electronic communications

   [(1) General]

    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.

23. 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.

24. 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.

25. 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.

26. 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.

27. 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.

28. Amendment of constitution

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

    (1) This constitution can only be amended:

        (a) by resolution agreed in writing by all members of the CIO; or

        (b) by a resolution passed by a 75% majority of those voting at a
            general meeting of the members of the CIO called in accordance with
            clause 19 (General meetings of members).

    (2) Any alteration of clause 3 (Objects), clause [29] (Voluntary winding up
        or dissolution), this clause, or of any provision where the alteration
        would provide authorisation for any benefit to be obtained by charity
        trustees or members of the CIO or persons connected with them, requires
        the prior written consent of the Charity Commission.

    (3) No amendment that is inconsistent with the provisions of the Charities
        Act 2011 or the General Regulations shall be valid.

    (4) A copy of every resolution amending the constitution, together with a
        copy of the CIO’s constitution as amended must be sent to the
        Commission by the end of the period of 15 days beginning with the date
        of passing of the resolution, and the amendment does not take effect
        until it has been recorded in the Register of Charities.

29. 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 19 (General meetings of members), of which not less
            than 14 days’ notice has been given to those eligible to attend and
            vote:

            (i)     by a resolution passed by a 75% majority of those voting,
                    or

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

        (b) by a resolution agreed in writing by all members of the CIO.

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

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

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

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

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

        (a) the charity trustees must send with their application to the
            Commission:

            (i)     a copy of the resolution passed by the members of the CIO;

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

            (iii)   a statement by the charity trustees setting out the way in
                    which any property of the CIO has been or is to be applied
                    prior to its dissolution in accordance with this
                    constitution;

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

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

30. Interpretation

    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 subclause (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 (d)(i),
                    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 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 10, 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.