The Constitution of Mawgan Porth Surf Life Saving Club

Discover the formal constitution guiding Mawgan Porth Surf Life Saving Club and its commitment to safety and community service. This constitution outlines what MPSLC exists to do, its functions and the rules under which it will operate.

Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees

(‘Association’ Model Constitution)
Date of constitution (last amended):
1/11/23

1. Name
   The name of the Charitable Incorporated Organisation (“the CIO”) is
   Mawgan Porth Surf Life Saving Club
2. National location of principal office
   1 Ocean View
   Trevarrian
   Newquay
   Post Code
   TR8 4AJ
3. Objects

‘The objectives of the club is to save life and improve the safety of
Mawgan Porth Beach through prevention, rescue, training and teaching
of surf life saving skills.
In furtherance of the aims but not otherwise, the club may exercise
the following powers:

1. Promote the water safety aspect to all beach activities.
2. Develop beach life saving methods in all their respects.
3. Provide coaching and competitive opportunities in the sport of surf
   life saving.
4. Offer a safe and inclusive environment that promotes healthy
   lifestyles for the benefit of all.
5. 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’s powers include
power to:

(1) borrow money and to charge the whole or any part of its property as
security for the repayment of the money borrowed. The CIO must
comply as appropriate with sections 124 and 125 of the Charities Act
2011 if it wishes to mortgage land;
(2) buy, take on lease or 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 those clauses;
(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. This does not prevent a member who is
not also a charity trustee receiving:
(a)a benefit from the CIO as a beneficiary of the CIO;

(b)reasonable and proper remuneration for any goods or services
supplied to the CIO.

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, section 185 to 188 of the
Charities Act 2011.
(c) Subject to sub-clause (3) of this clause a charity trustee or connected
person may provide the CIO with goods that are not supplied in
connection with services provided to the CIO by the charity trustee or
connected person.
(d)A charity trustee or connected person may receive interest on
money lent to the CIO at a reasonable and proper rate which must
be not more than the Bank of England 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.

NOTE: 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;

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. Membership of the CIO

(1) Admission of new members
(a) Eligibility
a. Membership of the CIO is open to anyone who is interested in
furthering its purposes, and who, by applying for membership, has
indicated his, her or its agreement to become a member and
acceptance of the duty of members set out in sub-clause (3) of this
clause.
b. A member may be an individual, a corporate body, or [an individual
or corporate body representing] an organisation which is not
incorporated.
c. Member categories are set out in the Bye Laws as authorised in
Clause 26
(b) Admission procedure
The charity trustees:

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

(2) Transfer of membership

Membership of the CIO cannot be transferred to anyone else

(3) Duty of members

It is the duty of each member of the CIO to exercise his or her
powers as a member of the CIO in the way he or she decides in
good faith would be most likely to further the purposes of the CIO.

(4) Termination of membership
(a)Membership of the CIO comes to an end if:
(i) the member dies, or, in the case of an organisation (or the
representative of an organisation) that organisation ceases to
exist; or
(ii) the member sends a notice of resignation to the charity trustees;
or
(iii) any sum of money owed by the member to the CIO is not paid in
full within six months of its falling due; or
(iv) the charity trustees decide that it is in the best interests of
the CIO that the member in question should be removed from
membership, and pass a resolution to that effect.
(b)Before the charity trustees take any decision to remove someone
from membership of the CIO they must:
(i) inform the member of the reasons why it is proposed to remove him,
her or it from membership;
(ii) give the member at least 21 clear days notice in which to make
representations to the charity trustees as to why he, she or it should not
be removed from membership;

(iii) at a duly constituted meeting of the charity trustees, consider whether or
not the member should be removed from membership;
(iv) consider at that meeting any representations which the member makes
as to why the member should not be removed; and
(v) allow the member, or the member’s representative, to make those
representations in person at that meeting, if the member so chooses.
(5) Membership fees
The CIO may require members to pay reasonable membership fees to the CIO.
Management of membership fees is set out in the CIO Bye Laws as provided in
Clause 26 may be changed from time with the approval of the members at a
General Meeting

(6) [Informal or associate (non-voting) membership
(a)The charity trustees may create associate or other classes of non-voting
membership, and may determine the rights and obligations of any such
members (including payment of membership fees), and the conditions for
admission to, and termination of membership of any such class of
members.
(b)Other references in this constitution to “members” and “membership” do
not apply to non-voting members, and non-voting members do not qualify
as members for any purpose under the Charities Acts, General
Regulations or Dissolution Regulations.

10. Members’ decisions
    (1) General provisions
    Except for those decisions that must be taken in a particular way
    as indicated in sub-clause (4) of this clause, decisions of the
    members of the CIO must be taken by vote at a general meeting
    as provided in sub-clause (2) of this clause
    (2) Taking ordinary decisions by vote
    Subject to sub-clause (4) of this clause, any decision of the
    members of the CIO may be taken by means of a resolution at a
    general meeting. Such a resolution may be passed by a simple
    majority of votes cast at the meeting including proxy votes
    (4) Decisions that must be taken in a particular way

(a) Any decision to remove a trustee must be taken in
accordance with clause 15(2)

(b) Any decision to amend this constitution must be taken in
accordance with clause 28 of this constitution (Amendment
of Constitution).
(c) Any decision to wind up or dissolve the CIO must be taken
in accordance with clause 29 of this constitution (Voluntary
winding up or dissolution). Any decision to amalgamate or
transfer the undertaking of the CIO to one or more other
CIOs must be taken in accordance with the provisions of
the Charities Act 2011.

11. General meetings of members

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

i. must call the annual general meeting of the members of the
CIO in accordance with sub-clause (1) of this clause, and
identify it as such in the notice of the meeting; and
ii. may call any other general meeting of the members at any
time.

(b) The charity trustees must, within 21 days, call a general meeting of the
members of the CIO if:

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

(c) If, at the time of any such request, there has not been any general

meeting of the members of the CIO for more than 12 months, then sub-
clause (b)(i) of this clause shall have effect as if 5% were substituted for

10%.
(d) Any such request may include particulars of a resolution that may
properly be proposed, and is intended to be proposed, at the meeting.

(e) A resolution may only properly be proposed if it is lawful, and is
not defamatory, frivolous or vexatious.
(f) Any general meeting called by the charity trustees at the request of the
members of the CIO must be held within 28 days from the date on
which it is called.
(g) If the charity trustees fail to comply with this obligation to call a general
meeting at the request of its members, then the members who requested
the meeting may themselves call a general meeting.
(h) A general meeting called in this way must be held not more than 3
months after the date when the members first requested the meeting.
(i) The CIO must reimburse any reasonable expenses incurred by the members
calling a general meeting by reason of the failure of the charity trustees to
duly call the meeting, but the CIO shall be entitled to be indemnified by the
charity trustees who were responsible for such failure.
(3) Notice of general meetings

(a) The charity trustees, or, as the case may be, the relevant
members of the CIO, must give at least 14 clear days notice
of any general meeting to all of the members, and to any
charity trustee of the CIO who is not a member.
(b) If it is agreed by not less than 90% of all members of the
CIO, any resolution may be proposed and passed at the
meeting even though the requirements of sub-clause (3)
(a) of this clause have not been met. This sub-clause
does not apply where a specified period of notice is
strictly required by another clause in this constitution, by
the Charities Act 2011 or by the General Regulations.
(c) The notice of any general meeting must:
(i) state the time and date of the meeting:
(ii) give the address at which the meeting is to take place;
(iii) give particulars of any resolution which is to be moved
at the meeting, and of the general nature of any other
business to be dealt with at the meeting; and
(iv) if a proposal to alter the constitution of the CIO is to be
considered at the meeting, include the text of the
proposed alteration;
(v) include, with the notice for the AGM, the annual statement
of accounts and trustees’ annual report, details of persons
standing for election or re-election as trustee, or where
allowed under clause 22 (Use of electronic
communication), details of where the information may be
found on the CIO’s website.
(d)Proof that an envelope containing a notice was properly
addressed, prepaid and posted; or that an electronic form
of notice was properly addressed and sent, shall be
conclusive evidence that the notice was given. Notice
shall be deemed to be given 48 hours after it was posted
or sent.
(e)The proceedings of a meeting shall not be invalidated
because a member who was entitled to receive notice of

the meeting did not receive it because of accidental
omission by the CIO.
(4) Chairing of general meetings
The person nominated as chair by the charity trustees under
clause 19 (Chairing of meetings), shall, if present at the
general meeting and willing to act, preside as chair of the meeting.
Subject to that, the members of the CIO who are present at a
general meeting shall elect a chair to preside at the meeting.
(5) Quorum at general meetings
(a)No business may be transacted at any general meeting of
the members of the CIO unless a quorum is present when
the meeting starts.
(b)Subject to the following provisions, the quorum for general
meetings shall be the greater of 20% or 15 members. An
organisation represented by a person present at the
meeting in accordance with sub-clause (7) of this clause,
is counted as being present in person.
(c) If the meeting has been called by or at the request of the
members and a quorum is not present within 15 minutes
of the starting time specified in the notice of the meeting,
the meeting is closed.
(d)If the meeting has been called in any other way and a
quorum is not present within 15 minutes of the starting
time specified in the notice of the meeting, the chair must
adjourn the meeting. The date, time and place at which
the meeting will resume must [either be announced by the
chair or] be notified to the CIO’s members at least seven
clear days before the date on which it will resume.
(e) If a quorum is not present within 15 minutes of the start
time of the adjourned meeting, the member or members
present at the meeting constitute a quorum.
(f) If at any time during the meeting a quorum ceases to be
present, the meeting may discuss issues and make
recommendations to the trustees but may not make any
decisions. If decisions are required which must be made by
a meeting of the members, the meeting must be
adjourned.
(6) Voting at general meetings
(a)Any decision other than one falling within clause [10(4)]
(Decisions that must be taken in a particular way) shall be
taken by a simple majority of votes cast at the meeting
including proxy votes. Every member has one vote. For the

procedure to be used for proxy votes see the Appendix to this
constitution
(b)A resolution put to the vote of a meeting shall be decided on a
show of hands, unless (before or on the declaration of the
result of the show of hands) a poll is duly demanded. A poll
may be demanded by the chair or by at least 10% of the
members present in person or by proxy at the meeting.
(c) A poll demanded on the election of a person to chair the
meeting or on a question of adjournment must be taken
immediately. A poll on any other matter shall be taken, and the
result of the poll shall be announced, in such manner as the
chair of the meeting shall decide, provided that the poll must be
taken, and the result of the poll announced, within 30 days of
the demand for the poll.
(d)A poll may be taken:
(i) at the meeting at which it was demanded; or
(ii) at some other time and place specified by the chair; or
(iii) through the use of postal or electronic communications.
(e) In the event of an equality of votes, whether on a show of
hands or on a poll, the chair of the meeting shall have a second,
or casting vote.
(f) Any objection to the qualification of any voter must be raised at
the meeting at which the vote is cast and the decision of the
chair of the meeting shall be final.

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

12. 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 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.(ie. not an organisation)
(b)No one may be appointed as a charity trustee:
if he or she is under the age of 16 years; or
if he or she would automatically cease to hold office under
the provisions of clause [15(1)(f)].

(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 trustee or trustees may act
only 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 of the CIO are –
Mr Jeremy Griffiths
Mr Charles John Patrick Lawson MRICS
Mr Jonathan Brown
Mr Daniel Hatfield
Mr Raymond James Taylor
Mr Thomas Guy Kennedy Greaves

13. Appointment of charity trustees

At the first annual general meeting of the members of the CIO all the charity
trustees shall retire from office;

(2) At every subsequent annual general meeting of the members of
the CIO, one-third of the charity trustees shall retire from office. If the
number of charity trustees is not three or a multiple of three, then the
number nearest to one-third shall retire from office, but if there is only
one charity trustee, he or she shall retire;
(3) The charity trustees to retire by rotation shall be those who have
been longest in office since their last appointment or reappointment.
If any trustees were last appointed or reappointed on the same day
those to retire shall (unless they otherwise agree among themselves)
be determined by lot;
(4) The vacancies so arising may be filled by the decision of the
members at the annual general meeting; any vacancies not filled at
the annual general meeting may be filled as provided in sub-clause (5)
of this clause;
(5) The members or the charity trustees may at any time decide to
appoint a new charity trustee, whether in place of a charity trustee
who has retired or been removed in accordance with clause [15]
(Retirement and removal of charity trustees), or as an additional
charity trustee, provided that the limit specified in clause [12(3)] on
the number of charity trustees would not as a result be exceeded;
(6) A person so appointed by the members of the CIO shall retire in
accordance with the provisions of sub-clauses (2) and (3) of this clause. A
person so appointed by the charity trustees shall retire at the conclusion
of the next annual general meeting after the date of his or

her appointment, and shall not be counted for the purpose of
determining which of the charity trustees is to retire by rotation at
that meeting.

14. Information for new charity trustees
    The charity trustees will make available to each new charity trustee, on
    or before his or her first appointment:

(a) a copy of this constitution and any amendments made to it;
and
(b) a copy of the CIO’s latest trustees’ annual report and
statement of accounts.

15. 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 removed by the members of the CIO in accordance
    with sub-clause (2) of this clause;] or
    (f) is disqualified from acting as a charity trustee by virtue of
    section 178-180 of the Charities Act 2011 (or any statutory
    re-enactment or modification of that provision).
    [(2) A charity trustee shall be removed from office if a resolution to
    remove that trustee is proposed at a general meeting of the members
    called for that purpose and properly convened in accordance with clause
    [11], and the resolution is passed by a [two-thirds] majority of votes cast
    at the meeting.

(3) A resolution to remove a charity trustee in accordance with this clause
shall not take effect unless the individual concerned has been given at least 14
clear days’ notice in writing that the resolution is to be proposed, specifying
the circumstances alleged to justify removal from office, and has been given a

reasonable opportunity of making oral and/or written representations to the
members of the CIO.

16. Reappointment of charity trustees
    Any person who retires as a charity trustee by rotation or by giving notice to
    the CIO is eligible for reappointment.
17. 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.
18. 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 must
    determine the terms and conditions on which the delegation is made.
    The charity trustees may at any time alter those terms and
    conditions, or revoke the delegation.
    (2) This power is in addition to the power of delegation in the General
    Regulations and any other power of delegation available to 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.

19. Meetings and proceedings 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. Proxy votes are not permitted
(c) In the case of an equality of votes, the chair shall have a
second or casting vote
(4) Participation in meetings by electronic means
(a) A meeting may be held by suitable electronic means agreed
by the charity trustees in which each participant may
communicate with all the other participants.
(b) Any charity trustee participating at a meeting by suitable
electronic means agreed by the charity trustees in which a
participant or participants may communicate with all the other
participants shall qualify as being present at the meeting.
(c) Meetings held by electronic means must comply with rules
for meetings, including chairing and the taking of minutes.

20. Saving provisions (Validity of Trustees decisions)
    (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 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 by signature
    (2) A document is validly executed by signature if it is signed by
    at least two of the charity trustees.
22. Use of electronic communications
    [(1) General]
    The CIO will comply with the requirements of the Communications
    Provisions in the General Regulations and in particular:

(a) the requirement to provide within 21 days to any member on
request a hard copy of any document or information sent to the
member otherwise than in hard copy form;
(b) any requirements to provide information to the Commission
in a particular form or manner.

23. Keeping of Registers
    The CIO must comply with its obligations under the General Regulations
    in relation to the keeping of, and provision of access to, registers 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 accounts, and to the preparation of
annual reports and returns. The statements of accounts,
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 bye laws 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 clauses 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 votes cast at
    a general meeting of the members of the CIO.
    (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 any resolution altering the constitution, together with a
    copy of the CIO’s constitution as amended, must be sent to the
    Commission within 15 days from the date on which the resolution
    is passed. The amendment does not take effect until it has been
    recorded in the Register of Charities.
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 [11] (Meetings of Members), of which not
    less than 14 days’ notice has been given to those eligible to
    attend and vote:
    (i) by a resolution passed by a 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 sub-clause (a)
or (b) above;
(d) an institution which is controlled –
(i) by the charity trustee or any connected person falling
within sub-clause (a), (b), or (c) above; or
(ii) by two or more persons falling within sub-clause (d)(i),
when taken together

(e) a body corporate in which –
(i) the charity trustee or any connected person falling within
sub-clauses (a) to (c) has a substantial interest; or
(ii) two or more persons falling within sub-clause (e)(i) who,
when taken together, have a substantial interest.
Section 118 of the Charities Act 2011 apply for the purposes of
interpreting the terms used in this constitution.
“General Regulations” means the Charitable Incorporated
Organisations (General) Regulations 2012.
“Dissolution Regulations” means the Charitable Incorporated
Organisations (Insolvency and Dissolution) Regulations 2012.
The “Communications Provisions” means the Communications Provisions in
[Part 10, Chapter 4] of the General Regulations.
“charity trustee” means a charity trustee of the CIO.
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.
Appendix
General meetings of members
(1) 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.

(2) Use of electronic communications

(1) 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.
(2) 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
11(3) (Notice of general meetings);
(ii) give charity trustees notice of their meetings in
accordance with clause 19(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 10
(Members’ decisions), 10(3) (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 and
charity trustees are promptly notified of the publication
of any such notice or proposal;
(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.