Documents
We are a CIO, registered charity number 1198949
Cotswold Boatmobility Privacy Policy
Our contact details
Name: Cotswold Boatmobility
Address: Bell House, Wallbridge Lock, Stroud, GL5 3JS.
Phone Number: 07562 173659
E-mail: [email protected]
The type of personal information we collect
We currently collect and process the following information:
How we get the personal information and why we have it
Most of the personal information we process is provided to us directly by you for one of the following reasons:
We may share this information with our volunteers.
Under the General Data Protection Regulation (GDPR), the lawful bases we rely on for processing this information are:
(a) Your consent. You are able to remove your consent at any time. You can do this by contacting 07562 173659 or [email protected]
(b) We have a contractual obligation.
(c) We have a vital interest.
(d) We have a legitimate interest.
How we store your personal information
Your information is securely stored on our trustees’ databases and the filing cabinet of our chairperson. We also have minimal safety and contact details in paper form, which are carried on the boats during our sessions.
We keep all contact details, medical information and any other personal details that you provide to us for 3 years. We will then dispose of your information by shredding anything we have stored in paper format and deleting any details we have stored electronically.
Your data protection rights
Under data protection law, you have rights including:
Your right of access - You have the right to ask us for copies of your personal information.
Your right to rectification - You have the right to ask us to rectify personal information you think is inaccurate. You also have the right to ask us to complete information you think is incomplete.
Your right to erasure - You have the right to ask us to erase your personal information in certain circumstances.
Your right to restriction of processing - You have the right to ask us to restrict the processing of your personal information in certain circumstances.
Your right to object to processing - You have the the right to object to the processing of your personal information in certain circumstances.
Your right to data portability - You have the right to ask that we transfer the personal information you gave us to another organisation, or to you, in certain circumstances.
You are not required to pay any charge for exercising your rights. If you make a request, we have one month to respond to you.
Please contact us at [email protected]
or on 07562 173659 if you wish to make a request.
How to complain
If you have any concerns about our use of your personal information, you can make a complaint to us at:
[email protected]
You can also complain to the ICO if you are unhappy with how we have used your data.
The ICO’s address:
Information Commissioner’s Office
Wycliffe House
Water Lane
Wilmslow
Cheshire
SK9 5AF
Helpline number: 0303 123 1113
ICO website: https://www.ico.org.uk
Our contact details
Name: Cotswold Boatmobility
Address: Bell House, Wallbridge Lock, Stroud, GL5 3JS.
Phone Number: 07562 173659
E-mail: [email protected]
The type of personal information we collect
We currently collect and process the following information:
- Personal Identifiers, contacts and characteristics (for example, name and contact details)
- Details of any specific individual needs
How we get the personal information and why we have it
Most of the personal information we process is provided to us directly by you for one of the following reasons:
- To allow us to contact you
- To allow us to ensure your comfort, whilst you are using our service
- To allow us to ensure your safety whilst you are using our service
- To allow us to ensure the safety of other service users
- To allow us to ensure the safety of the general public
- From parents, carers, guardians, colleges, residential homes or other organisations who have responsibility for your health and well-being, who are signing up to use our service on your behalf.
We may share this information with our volunteers.
Under the General Data Protection Regulation (GDPR), the lawful bases we rely on for processing this information are:
(a) Your consent. You are able to remove your consent at any time. You can do this by contacting 07562 173659 or [email protected]
(b) We have a contractual obligation.
(c) We have a vital interest.
(d) We have a legitimate interest.
How we store your personal information
Your information is securely stored on our trustees’ databases and the filing cabinet of our chairperson. We also have minimal safety and contact details in paper form, which are carried on the boats during our sessions.
We keep all contact details, medical information and any other personal details that you provide to us for 3 years. We will then dispose of your information by shredding anything we have stored in paper format and deleting any details we have stored electronically.
Your data protection rights
Under data protection law, you have rights including:
Your right of access - You have the right to ask us for copies of your personal information.
Your right to rectification - You have the right to ask us to rectify personal information you think is inaccurate. You also have the right to ask us to complete information you think is incomplete.
Your right to erasure - You have the right to ask us to erase your personal information in certain circumstances.
Your right to restriction of processing - You have the right to ask us to restrict the processing of your personal information in certain circumstances.
Your right to object to processing - You have the the right to object to the processing of your personal information in certain circumstances.
Your right to data portability - You have the right to ask that we transfer the personal information you gave us to another organisation, or to you, in certain circumstances.
You are not required to pay any charge for exercising your rights. If you make a request, we have one month to respond to you.
Please contact us at [email protected]
or on 07562 173659 if you wish to make a request.
How to complain
If you have any concerns about our use of your personal information, you can make a complaint to us at:
[email protected]
You can also complain to the ICO if you are unhappy with how we have used your data.
The ICO’s address:
Information Commissioner’s Office
Wycliffe House
Water Lane
Wilmslow
Cheshire
SK9 5AF
Helpline number: 0303 123 1113
ICO website: https://www.ico.org.uk
Cotswold Boatmobility Safeguarding Policy
CHILD AND VULNERABLE ADULTS PROTECTION POLICY AND PROCEDURE
Reviewed and consolidated February 2022
COMPILED BY: JANET THOMAS Chair Cotswold Boatmobility
Accepted and approved by Trustees –
Janet Thomas yes
Yvonne Hobbs yes
Heidi Horn yes
Michael Cartledge yes
Keith Tibbitts yes
Steve Pickover yes
Grahame Robertson yes
INTRODUCTION:
Every organisation is required to have a Safeguarding Policy which should
By the nature of what we do, we are not alone with anyone. We are working with vulnerable adults, children and young people so we have additional responsibilities to be sure that everyone feels safe and is safe from any harm.
Our specific boat health and safety policies refer to our normal policies to keep people from harm on and around the water.
We have Trustees, we have volunteers with boating and other qualifications or none and we have guests who are our clientele. Some of our guests are very capable but they are not volunteers.
GENERAL PRINCIPLES:
We are an accessible boating group.
We aim to be open to all and indeed to be open to those who may not be able to access another type of sporting group. Indeed, our primary aims are not around coaching skills but about well-being, being sociable and getting out along the canal in the fresh air. (See our Equality and Inclusion Policy)
We are working with non-standard craft and we do not fit easily into training, policies and procedures for sports groups. In some ways our needs are simpler. (See our Health and Safety Policies)
Our volunteers come to us from a variety of sources, currently exclusively by personal recommendation. We need volunteers who can be adaptable and flexible, who can relate to people with disabilities and particular needs and with some boating skills.
DEFINITION OF ABUSE
Abuse can be defined as any behaviour which knowingly or unwittingly causes harm, endangers life or violates rights. Abuse may be physical, sexual, psychological, financial or material, or neglect. Cotswold Boatmobility undertakes to work with all staff and volunteers to have a clear idea of the indicators of abuse that may be taking place so that if they have any reason to think abuse may be taking place, they are able to alert the safeguarding officer at the earliest opportunity.
VETTING of Trustees, Volunteers, and everyone who may be involved with Cotswold Boatmobility.
By the very nature of being an inclusive voluntary community group, we may be vulnerable to inappropriate behaviour from any source. At all times water safety comes first. We operate outside on open water in the public domain. We always have at least two volunteers and for water safety reasons also, we never go out alone. At least one Trustee is with the group. We all have to be vigilant about areas which may be out of sight, ie toilets and storage sheds, to not go to these places alone or inappropriately. This is for the protection of each and everyone of us, including from accusations of abuse.
We have had considerable difficulty in finding a group who would oversee our DBS checks and we have hopefully found that membership of British Canoeing will enable us to proceed with DBS checks in the name of Cotswold Boatmobility. Covid has also got in the way of updating checks. Many of the Trustees, some of the volunteers, presumably all of the paid Care Workers and others, have had checks for participation in other groups. This will be addressed by April 2022, starting with Trustees and boating qualified volunteers.
We do not yet ask for written references for Trustees or Volunteers but this will form part of the new / revised Volunteer registration and data collection procedures.
We do not take unaccompanied children, ie all children are under the supervision of a responsible adult, over 18.
ONLINE COMMUNICATION AND SOCIAL MEDIA
Cotswold Boatmobility has a website, www.cotswoldboatmobility.org.uk with a non- personal email address [email protected] , a very active Facebook Page @cotswoldboatmobility and a mobile phone number 07562 173659. We also have a Twitter account and a Volunteers What’s App account. We are looking into an online rota account. These are all managed by Trustees, mainly but not exclusively by the Chair and are all transferable between them. We do keep phone numbers and email addresses for most participants, for emergency use. We have a membership group who may receive emails to update them about special events. We use our personal phones and email addresses to respond to requests. These are never to be used for other purposes, in the name of Cotswold Boatmobility. See also our Data Protection and Privacy Policy. Given the open and social nature of our organisation, we can be vigilant against misuse but cannot prevent individuals making individual contact.
IN THE EVENT OF SUSPICIONS OR ALLEGATIONS OF ABUSE TAKING PLACE WITHIN OR OUTSIDE COTSWOLD BOATMOBILITY ACTIVITIES. See the Code of Practice which is issued separately, for easy access, but added here for the sake of clarity.
Safeguarding Cotswold Boatmobility users.
A code of practice. Version 1 2021 (two pages)
This card contains essential information for all volunteers of Cotswold Boatmobility. Please keep it with you at all times.
What do I do if…?
If a user tells you they are being abused, you must:
1. Allow them to speak without interruption, and accept what they say
2. Be understanding and reassuring – do not give your opinion
3. Tell them you will try to help but must pass the information on
4. Tell your safeguarding officer immediately
5. Write careful notes of what was said using the actual words
6. Include the time and date and full names of those involved
7. Sign and pass your notes to your Safeguarding Officer
8. Make sure that Cotswold Boatmobility poses no further risk to their welfare
If you are concerned about the welfare of a user or there is a concern, complaint or allegation about an adult or yourself, inside or outside Cotswold Boatmobility, you must:
1. Tell your Safeguarding Officer immediately
2. Write careful notes of what you witnessed, heard or were told
3. Include the time and date and full names of those involved
4. Sign and pass your notes to your Safeguarding Officer
5. Make sure that Cotswold Boatmobility poses no further risk to their welfare
It is your duty to report ALL safeguarding concerns as a matter of urgency following the correct process.
If a user is at immediate risk of significant harm call 999 and request Police.
Inform your Safeguarding Officer, Jan Thomas 07702134957 or email [email protected] once you have done this.
You must refer any concern or complaint to your Safeguarding Officer as a matter of urgency.
DO NOT investigate it yourself.
If you are in any doubt about what to do, contact Sarah Haden-Godwin: Adults at Risk and Deputy Children and Young People Safe Guarding Officer or Tom Hall: Children and Young People’s Safeguarding Officer at Active Gloucestershire 01452 393605
You can also contact Chris Mitford-Slade at CCC Project Director, Stroud District Council.
07717 506023 or email [email protected]
You can also contact the NSPCC on 0808 800 5000 or [email protected] if the user is under 18.
It is the policy of Cotswold Boatmobility to safeguard the welfare of all users by protecting them from neglect and from physical, sexual and emotional harm. All members have a duty to report concerns or suspicions and a right to do so in confidence and free from harassment.
Code of behaviour
Do remember that you are a role model at ALL times, inside and outside Cotswold Boatmobility. Set a good example for others to follow.
Do treat everyone with dignity and respect in line with Cotswold Boatmobility’s values.
Do treat all users equally - do not show favouritism
Do follow the volunteer-to-user ratios at all times
Do remember that you have been placed in a position of trust - do not abuse this
Do report all allegations, suspicions and concerns immediately
Do remember that someone may misinterpret your actions
Do respect a user’s right to personal privacy
Do act within appropriate boundaries, even in difficult circumstances
Do encourage an open and transparent culture, where people can challenge inappropriate attitudes or behaviours
Do make everyone (young people, parents, users and carers, volunteers and other helpers) aware of our safeguarding arrangements and share our Code of Behaviour
Do create an environment where users feel safe to voice their concerns
Do plan activities that involve more than one other person being present, or at least within sight and hearing of others.
Do not plan to be alone with a user.
Do not drink alcohol when you are directly responsible for users
Do not trivialise abuse or let it go unreported
Do not join in physical contact games with young people
Do not overstep the boundaries between yourself and users by engaging in friendships or sexual relationships
Do not allow activities that encourage bullying behaviour including initiation ceremonies, dares or forfeits
Do not use inappropriate, suggestive or threatening language, whether verbal, written or online
Do not rely on your reputation or position to protect you
TRAINING
The Chair has done formal training with the Anne Craft Trust specifically to support Cotswold Boatmobility.Many of us have had training with other organisations. Like other aspects of our training, we work on an informal basis, sharing information and relying on individual responsibility to act upon it. Our updated Training manual will have a requirement to acknowledge reading of and acceptance of the laws and good practice relating to a Safeguarding policy.
SHARING GOOD PRACTICE
We will continue to work with Active Gloucestershire, British Canoeing, Anne Craft Trust and others who offer advice and training in this area and update as needed.
KEY CONTACTS:
Janet Thomas
07702134957 [email protected]
Yvonne Hobbs
07769473038 [email protected]
Active Gloucestershire
01452 393605
Chris Mitford-Slade
SDC
07717 506023 or email [email protected]
CHILD AND VULNERABLE ADULTS PROTECTION POLICY AND PROCEDURE
Reviewed and consolidated February 2022
COMPILED BY: JANET THOMAS Chair Cotswold Boatmobility
Accepted and approved by Trustees –
Janet Thomas yes
Yvonne Hobbs yes
Heidi Horn yes
Michael Cartledge yes
Keith Tibbitts yes
Steve Pickover yes
Grahame Robertson yes
INTRODUCTION:
Every organisation is required to have a Safeguarding Policy which should
- demonstrate ownership of the safeguarding agenda
- maintain and review a record of concerns
- follow safe recruitment procedures, including DBS checks
- maintain safe premises and equipment inside and out
- comply with relevant current legislation
By the nature of what we do, we are not alone with anyone. We are working with vulnerable adults, children and young people so we have additional responsibilities to be sure that everyone feels safe and is safe from any harm.
Our specific boat health and safety policies refer to our normal policies to keep people from harm on and around the water.
We have Trustees, we have volunteers with boating and other qualifications or none and we have guests who are our clientele. Some of our guests are very capable but they are not volunteers.
GENERAL PRINCIPLES:
We are an accessible boating group.
We aim to be open to all and indeed to be open to those who may not be able to access another type of sporting group. Indeed, our primary aims are not around coaching skills but about well-being, being sociable and getting out along the canal in the fresh air. (See our Equality and Inclusion Policy)
We are working with non-standard craft and we do not fit easily into training, policies and procedures for sports groups. In some ways our needs are simpler. (See our Health and Safety Policies)
Our volunteers come to us from a variety of sources, currently exclusively by personal recommendation. We need volunteers who can be adaptable and flexible, who can relate to people with disabilities and particular needs and with some boating skills.
- All adults and children who come out on our boats are protected at all times from behaviour that they find uncomfortable.
- Most but not all, volunteers will hold current and enhanced DBS checks and some hold similar roles in other organisations. We need to allow for some flexibility in volunteering rotas and longevity of service. Volunteers are never alone with our guests and we would have concerns if this were to happen.
- Physical contact between adults and children and vulnerable adults will be kept to a minimum and will be around safety issues. Volunteers will always ask if a guest requires support, for example to get in or out of a boat. We do not do lifting and handling.
- Many, but not all, of our guests, adults and children, come with supporting adults who know their needs and concerns well and who will deal with personal issues if they arise. Some guests who make other guests feel uncomfortable are given separate trips. Volunteers reserve the right to make decisions about whether they feel comfortable with the specific needs of a particular guest.
DEFINITION OF ABUSE
Abuse can be defined as any behaviour which knowingly or unwittingly causes harm, endangers life or violates rights. Abuse may be physical, sexual, psychological, financial or material, or neglect. Cotswold Boatmobility undertakes to work with all staff and volunteers to have a clear idea of the indicators of abuse that may be taking place so that if they have any reason to think abuse may be taking place, they are able to alert the safeguarding officer at the earliest opportunity.
VETTING of Trustees, Volunteers, and everyone who may be involved with Cotswold Boatmobility.
By the very nature of being an inclusive voluntary community group, we may be vulnerable to inappropriate behaviour from any source. At all times water safety comes first. We operate outside on open water in the public domain. We always have at least two volunteers and for water safety reasons also, we never go out alone. At least one Trustee is with the group. We all have to be vigilant about areas which may be out of sight, ie toilets and storage sheds, to not go to these places alone or inappropriately. This is for the protection of each and everyone of us, including from accusations of abuse.
We have had considerable difficulty in finding a group who would oversee our DBS checks and we have hopefully found that membership of British Canoeing will enable us to proceed with DBS checks in the name of Cotswold Boatmobility. Covid has also got in the way of updating checks. Many of the Trustees, some of the volunteers, presumably all of the paid Care Workers and others, have had checks for participation in other groups. This will be addressed by April 2022, starting with Trustees and boating qualified volunteers.
We do not yet ask for written references for Trustees or Volunteers but this will form part of the new / revised Volunteer registration and data collection procedures.
We do not take unaccompanied children, ie all children are under the supervision of a responsible adult, over 18.
ONLINE COMMUNICATION AND SOCIAL MEDIA
Cotswold Boatmobility has a website, www.cotswoldboatmobility.org.uk with a non- personal email address [email protected] , a very active Facebook Page @cotswoldboatmobility and a mobile phone number 07562 173659. We also have a Twitter account and a Volunteers What’s App account. We are looking into an online rota account. These are all managed by Trustees, mainly but not exclusively by the Chair and are all transferable between them. We do keep phone numbers and email addresses for most participants, for emergency use. We have a membership group who may receive emails to update them about special events. We use our personal phones and email addresses to respond to requests. These are never to be used for other purposes, in the name of Cotswold Boatmobility. See also our Data Protection and Privacy Policy. Given the open and social nature of our organisation, we can be vigilant against misuse but cannot prevent individuals making individual contact.
IN THE EVENT OF SUSPICIONS OR ALLEGATIONS OF ABUSE TAKING PLACE WITHIN OR OUTSIDE COTSWOLD BOATMOBILITY ACTIVITIES. See the Code of Practice which is issued separately, for easy access, but added here for the sake of clarity.
Safeguarding Cotswold Boatmobility users.
A code of practice. Version 1 2021 (two pages)
This card contains essential information for all volunteers of Cotswold Boatmobility. Please keep it with you at all times.
What do I do if…?
If a user tells you they are being abused, you must:
1. Allow them to speak without interruption, and accept what they say
2. Be understanding and reassuring – do not give your opinion
3. Tell them you will try to help but must pass the information on
4. Tell your safeguarding officer immediately
5. Write careful notes of what was said using the actual words
6. Include the time and date and full names of those involved
7. Sign and pass your notes to your Safeguarding Officer
8. Make sure that Cotswold Boatmobility poses no further risk to their welfare
If you are concerned about the welfare of a user or there is a concern, complaint or allegation about an adult or yourself, inside or outside Cotswold Boatmobility, you must:
1. Tell your Safeguarding Officer immediately
2. Write careful notes of what you witnessed, heard or were told
3. Include the time and date and full names of those involved
4. Sign and pass your notes to your Safeguarding Officer
5. Make sure that Cotswold Boatmobility poses no further risk to their welfare
It is your duty to report ALL safeguarding concerns as a matter of urgency following the correct process.
If a user is at immediate risk of significant harm call 999 and request Police.
Inform your Safeguarding Officer, Jan Thomas 07702134957 or email [email protected] once you have done this.
You must refer any concern or complaint to your Safeguarding Officer as a matter of urgency.
DO NOT investigate it yourself.
If you are in any doubt about what to do, contact Sarah Haden-Godwin: Adults at Risk and Deputy Children and Young People Safe Guarding Officer or Tom Hall: Children and Young People’s Safeguarding Officer at Active Gloucestershire 01452 393605
You can also contact Chris Mitford-Slade at CCC Project Director, Stroud District Council.
07717 506023 or email [email protected]
You can also contact the NSPCC on 0808 800 5000 or [email protected] if the user is under 18.
It is the policy of Cotswold Boatmobility to safeguard the welfare of all users by protecting them from neglect and from physical, sexual and emotional harm. All members have a duty to report concerns or suspicions and a right to do so in confidence and free from harassment.
Code of behaviour
Do remember that you are a role model at ALL times, inside and outside Cotswold Boatmobility. Set a good example for others to follow.
Do treat everyone with dignity and respect in line with Cotswold Boatmobility’s values.
Do treat all users equally - do not show favouritism
Do follow the volunteer-to-user ratios at all times
Do remember that you have been placed in a position of trust - do not abuse this
Do report all allegations, suspicions and concerns immediately
Do remember that someone may misinterpret your actions
Do respect a user’s right to personal privacy
Do act within appropriate boundaries, even in difficult circumstances
Do encourage an open and transparent culture, where people can challenge inappropriate attitudes or behaviours
Do make everyone (young people, parents, users and carers, volunteers and other helpers) aware of our safeguarding arrangements and share our Code of Behaviour
Do create an environment where users feel safe to voice their concerns
Do plan activities that involve more than one other person being present, or at least within sight and hearing of others.
Do not plan to be alone with a user.
Do not drink alcohol when you are directly responsible for users
Do not trivialise abuse or let it go unreported
Do not join in physical contact games with young people
Do not overstep the boundaries between yourself and users by engaging in friendships or sexual relationships
Do not allow activities that encourage bullying behaviour including initiation ceremonies, dares or forfeits
Do not use inappropriate, suggestive or threatening language, whether verbal, written or online
Do not rely on your reputation or position to protect you
TRAINING
The Chair has done formal training with the Anne Craft Trust specifically to support Cotswold Boatmobility.Many of us have had training with other organisations. Like other aspects of our training, we work on an informal basis, sharing information and relying on individual responsibility to act upon it. Our updated Training manual will have a requirement to acknowledge reading of and acceptance of the laws and good practice relating to a Safeguarding policy.
SHARING GOOD PRACTICE
We will continue to work with Active Gloucestershire, British Canoeing, Anne Craft Trust and others who offer advice and training in this area and update as needed.
KEY CONTACTS:
Janet Thomas
07702134957 [email protected]
Yvonne Hobbs
07769473038 [email protected]
Active Gloucestershire
01452 393605
Chris Mitford-Slade
SDC
07717 506023 or email [email protected]
Cotswold Boatmobility Constitution
Constitution of a Charitable Incorporated Organisation whose only voting members are its charity trustees (‘Foundation’ model constitution)
Date of constitution: 13 May 2022
1. Name: The name of the Charitable Incorporated Organisation (“the CIO”) is
COTSWOLD BOATMOBILITY
2. National location of principal office
The principal office of the CIO is in England.
3. Objects
The objects of Cotswold Boatmobility are:
To provide or assist in the provision of facilities in the interests of social welfare for recreation or other leisure time occupation, in particular accessible boating opportunities on the Cotswold canals, of individuals who have need of such facilities by reason of their youth, age, infirmity or disability, financial hardship or social circumstances with the object of improving their conditions of life.
Nothing in this constitution shall authorise an application of the property of the CIO for the purposes which are not charitable
4. 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:
(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
If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
9. 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 (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.
(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.
(4) First charity trustees
The first charity trustees are as follows, and are appointed for the following terms –
Mike Cartledge for 4 years
Heidi Horn for 4 years
Keith Tibbitts for 3 years
Jan Thomas for 2 years
Steve Pickover for 2 years
Yvonne Hobbs for 2 years
10. Appointment of charity trustees
(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.
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.
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.
(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.
(4) Proxy voting
(a) Any member of the CIO may appoint another person as a proxy to exercise all or any of that member’s rights to attend, speak and vote at a general meeting of the CIO. Proxies must be appointed by a notice in writing (a “proxy notice”) which:
(i) states the name and address of the member appointing the proxy;
(ii) identifies the person appointed to be that member’s proxy and the general
meeting in relation to which that person is appointed;
(iii) is signed by or on behalf of the member appointing the proxy, or is
authenticated in such manner as the CIO may determine; and
(iv) is delivered to the CIO in accordance with the constitution and any instructions
contained in the notice of the general meeting to which they relate.
(b) The CIO may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
(c) Proxy notices may (but do not have to) specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
(d) Unless a proxy notice indicates otherwise, it must be treated as:
(i) allowing the person appointed under it as a proxy discretion as to how to vote on
any ancillary or procedural resolutions put to the meeting; and
(ii) appointing that person as a proxy in relation to any adjournment of the general
meeting to which it relates as well as the meeting itself.
(e) A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the CIO by or on behalf of that member. (f) An appointment under a proxy notice may be revoked by delivering to the CIO a notice in writing given by or on behalf of the member by whom or on whose behalf the proxy notice was given.
(g) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
(h) If a proxy notice is not signed or authenticated by the member appointing the proxy, it must be accompanied by written evidence that the person who signed or authenticated it on that member’s behalf had authority to do so.
(5) Postal Voting
(a) The CIO may, if the charity trustees so decide, allow the members to vote by post or
electronic mail (“email”) to elect charity trustees or to make a decision on any matter that is being decided at a general meeting of the members.
(b) The charity trustees must appoint at least two persons independent of the CIO to serve as scrutineers to supervise the conduct of the postal/email ballot and the counting of votes.
(c) If postal and/or email voting is to be allowed on a matter, the CIO must send to members of the CIO not less than [21] days before the deadline for receipt of votes cast in this way:
(i) a notice by email, if the member has agreed to receive notices in this way under
clause [2 2] (Use of electronic communications), including an explanation of the
purpose of the vote and the voting procedure to be followed by the member, and a
voting form capable of being returned by email or post to the CIO, containing details
of the resolution being put to a vote, or of the candidates for election, as applicable;
(ii) a notice by post to all other members, including a written explanation of the
purpose of the postal vote and the voting procedure to be followed by the member;
and a postal voting form containing details of the resolution being put to a vote, or
of the candidates for election, as applicable
(d) The voting procedure must require all forms returned by post to be in an envelope with the member’s name and signature, and nothing else, on the outside, inside another envelope addressed to ‘The Scrutineers for [name of CIO]’, at the CIO’s principal office or such other postal address as is specified in the voting procedure.
(e) The voting procedure for votes cast by email must require the member’s name to be at the top of the email, and the email must be authenticated in the manner specified in the voting procedure.
(f) Email votes must be returned to an email address used only for this purpose and must be accessed only by a scrutineer.
(g) The voting procedure must specify the closing date and time for receipt of votes, and must state that any votes received after the closing date or not complying with the voting procedure will be invalid and not be counted.
(h) The scrutineers must make a list of names of members casting valid votes, and a separate list of members casting votes which were invalid. These lists must be provided to a charity trustee or other person overseeing admission to, and voting at, the general meeting. A member who has cast a valid postal or email vote must not vote at the meeting, and must not be counted in the quorum for any part of the meeting on which he, she or it has already cast a valid vote. A member who has cast an invalid vote by post or email is allowed to vote at the meeting and counts towards the quorum.
(i) For postal votes, the scrutineers must retain the internal envelopes (with the member’s name and signature). For email votes, the scrutineers must cut off and retain any part of the email that includes the member’s name. In each case, a scrutineer must record on this evidence of the member’s name that the vote has been counted, or if the vote has been declared invalid, the reason for such declaration.
(j) Votes cast by post or email must be counted by all the scrutineers before the meeting at which the vote is to be taken. The scrutineers must provide to the person chairing the meeting written confirmation of the number of valid votes received by post and email and the number of votes received which were invalid.
(k) The scrutineers must not disclose the result of the postal/email ballot until after votes taken by hand or by poll at the meeting, or by poll after the meeting, have been counted. Only at this point shall the scrutineers declare the result of the valid votes received, and these votes shall be included in the declaration of the result of the vote.
(l) Following the final declaration of the result of the vote, the scrutineers must provide to a charity trustee or other authorised person bundles containing the evidence of members submitting valid postal votes; evidence of members submitting valid email votes; evidence of invalid votes; the valid votes; and the invalid votes.
(m) Any dispute about the conduct of a postal or email ballot must be referred initially to a panel set up by the charity trustees, to consist of two trustees and two persons independent of the CIO. If the dispute cannot be satisfactorily resolved by the panel, it must be referred to the Electoral Reform Services.
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.
(2) 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.
(3) By the CIO
(a) 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.
(b) The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website:
(i) provide the members with the notice referred to in clause 19(2) (Notice of general meetings);
(ii) give charity trustees notice of their meetings in accordance with clause 15(1) (Calling meetings);[and
(iii) 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 18 (Members’ decisions), 18(4) (Decisions taken by resolution in writing), or [[the provisions for postal voting] (if you have included this optional provision, please insert the correct clause number here)].
(c) The charity trustees must –
(i) take reasonable steps to ensure that members are promptly notified of the publication of any such notice or proposal; and
(ii) 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
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 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
Constitution of a Charitable Incorporated Organisation whose only voting members are its charity trustees (‘Foundation’ model constitution)
Date of constitution: 13 May 2022
1. Name: The name of the Charitable Incorporated Organisation (“the CIO”) is
COTSWOLD BOATMOBILITY
2. National location of principal office
The principal office of the CIO is in England.
3. Objects
The objects of Cotswold Boatmobility are:
To provide or assist in the provision of facilities in the interests of social welfare for recreation or other leisure time occupation, in particular accessible boating opportunities on the Cotswold canals, of individuals who have need of such facilities by reason of their youth, age, infirmity or disability, financial hardship or social circumstances with the object of improving their conditions of life.
Nothing in this constitution shall authorise an application of the property of the CIO for the purposes which are not charitable
4. 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:
(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
If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
9. 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 (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.
(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.
(4) First charity trustees
The first charity trustees are as follows, and are appointed for the following terms –
Mike Cartledge for 4 years
Heidi Horn for 4 years
Keith Tibbitts for 3 years
Jan Thomas for 2 years
Steve Pickover for 2 years
Yvonne Hobbs for 2 years
10. Appointment of charity trustees
(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.
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.
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.
(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.
(4) Proxy voting
(a) Any member of the CIO may appoint another person as a proxy to exercise all or any of that member’s rights to attend, speak and vote at a general meeting of the CIO. Proxies must be appointed by a notice in writing (a “proxy notice”) which:
(i) states the name and address of the member appointing the proxy;
(ii) identifies the person appointed to be that member’s proxy and the general
meeting in relation to which that person is appointed;
(iii) is signed by or on behalf of the member appointing the proxy, or is
authenticated in such manner as the CIO may determine; and
(iv) is delivered to the CIO in accordance with the constitution and any instructions
contained in the notice of the general meeting to which they relate.
(b) The CIO may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
(c) Proxy notices may (but do not have to) specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
(d) Unless a proxy notice indicates otherwise, it must be treated as:
(i) allowing the person appointed under it as a proxy discretion as to how to vote on
any ancillary or procedural resolutions put to the meeting; and
(ii) appointing that person as a proxy in relation to any adjournment of the general
meeting to which it relates as well as the meeting itself.
(e) A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the CIO by or on behalf of that member. (f) An appointment under a proxy notice may be revoked by delivering to the CIO a notice in writing given by or on behalf of the member by whom or on whose behalf the proxy notice was given.
(g) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.
(h) If a proxy notice is not signed or authenticated by the member appointing the proxy, it must be accompanied by written evidence that the person who signed or authenticated it on that member’s behalf had authority to do so.
(5) Postal Voting
(a) The CIO may, if the charity trustees so decide, allow the members to vote by post or
electronic mail (“email”) to elect charity trustees or to make a decision on any matter that is being decided at a general meeting of the members.
(b) The charity trustees must appoint at least two persons independent of the CIO to serve as scrutineers to supervise the conduct of the postal/email ballot and the counting of votes.
(c) If postal and/or email voting is to be allowed on a matter, the CIO must send to members of the CIO not less than [21] days before the deadline for receipt of votes cast in this way:
(i) a notice by email, if the member has agreed to receive notices in this way under
clause [2 2] (Use of electronic communications), including an explanation of the
purpose of the vote and the voting procedure to be followed by the member, and a
voting form capable of being returned by email or post to the CIO, containing details
of the resolution being put to a vote, or of the candidates for election, as applicable;
(ii) a notice by post to all other members, including a written explanation of the
purpose of the postal vote and the voting procedure to be followed by the member;
and a postal voting form containing details of the resolution being put to a vote, or
of the candidates for election, as applicable
(d) The voting procedure must require all forms returned by post to be in an envelope with the member’s name and signature, and nothing else, on the outside, inside another envelope addressed to ‘The Scrutineers for [name of CIO]’, at the CIO’s principal office or such other postal address as is specified in the voting procedure.
(e) The voting procedure for votes cast by email must require the member’s name to be at the top of the email, and the email must be authenticated in the manner specified in the voting procedure.
(f) Email votes must be returned to an email address used only for this purpose and must be accessed only by a scrutineer.
(g) The voting procedure must specify the closing date and time for receipt of votes, and must state that any votes received after the closing date or not complying with the voting procedure will be invalid and not be counted.
(h) The scrutineers must make a list of names of members casting valid votes, and a separate list of members casting votes which were invalid. These lists must be provided to a charity trustee or other person overseeing admission to, and voting at, the general meeting. A member who has cast a valid postal or email vote must not vote at the meeting, and must not be counted in the quorum for any part of the meeting on which he, she or it has already cast a valid vote. A member who has cast an invalid vote by post or email is allowed to vote at the meeting and counts towards the quorum.
(i) For postal votes, the scrutineers must retain the internal envelopes (with the member’s name and signature). For email votes, the scrutineers must cut off and retain any part of the email that includes the member’s name. In each case, a scrutineer must record on this evidence of the member’s name that the vote has been counted, or if the vote has been declared invalid, the reason for such declaration.
(j) Votes cast by post or email must be counted by all the scrutineers before the meeting at which the vote is to be taken. The scrutineers must provide to the person chairing the meeting written confirmation of the number of valid votes received by post and email and the number of votes received which were invalid.
(k) The scrutineers must not disclose the result of the postal/email ballot until after votes taken by hand or by poll at the meeting, or by poll after the meeting, have been counted. Only at this point shall the scrutineers declare the result of the valid votes received, and these votes shall be included in the declaration of the result of the vote.
(l) Following the final declaration of the result of the vote, the scrutineers must provide to a charity trustee or other authorised person bundles containing the evidence of members submitting valid postal votes; evidence of members submitting valid email votes; evidence of invalid votes; the valid votes; and the invalid votes.
(m) Any dispute about the conduct of a postal or email ballot must be referred initially to a panel set up by the charity trustees, to consist of two trustees and two persons independent of the CIO. If the dispute cannot be satisfactorily resolved by the panel, it must be referred to the Electoral Reform Services.
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.
(2) 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.
(3) By the CIO
(a) 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.
(b) The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website:
(i) provide the members with the notice referred to in clause 19(2) (Notice of general meetings);
(ii) give charity trustees notice of their meetings in accordance with clause 15(1) (Calling meetings);[and
(iii) 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 18 (Members’ decisions), 18(4) (Decisions taken by resolution in writing), or [[the provisions for postal voting] (if you have included this optional provision, please insert the correct clause number here)].
(c) The charity trustees must –
(i) take reasonable steps to ensure that members are promptly notified of the publication of any such notice or proposal; and
(ii) 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
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 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
