C&TA Constitution 2022
Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees
Date of constitution: 31.01.2022
1.The name
2.The principal office
a) the provision of public events, talks, displays and activities which promote a greater understanding of the history and manufacture of costumes and textiles in general;
b) the provision of financial and other assistance to support the presentation and development of the Norfolk Museums Service's costume and textile collection;
c) the promotion of research, the useful results of which will be published for the public benefit;
d) the award of bursaries, prizes and grants to support students of textiles and fashion.
The C&TA has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the C&TA’s powers include power to:
(1),
6.Benefits and payments to Trustees and connected persons
No Trustee or connected person may:
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.
The C&TA and its Trustees may only rely upon the authority provided by sub-clause (2)(c) of this clause if each of the following conditions is satisfied.
(c)
7.Conflicts of interest and conflicts of loyalty
A Trustee must:
Any 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 Trustees on the matter.
8.Liability of members to contribute to the assets of the C&TA if it is wound up
If the C&TA is wound up, the members of the C&TA have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
Membership of the C&TA is open to any individual who is interested in furthering its purposes, and who, by applying for membership, has indicated his or heragreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause.
Membership of the C&TA cannot be transferred to anyone else.
It is the duty of each member of the C&TA to exercise his or her powers as a member of the C&TA in the way he or she decides in good faith would be most likely to further the purposes of the C&TA.
Subject to the following exception, the general rule is that decisions of C&TA members shall be taken by vote at a general meeting as provided in sub-clause (2) of this clause.
decisions that must be taken in a particular way as stipulated in sub-clause (3) of this clause;
Subject to sub-clause (3) of this clause, any decision of the members of the C&TA 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.
(a)
The person nominated as chair by the Trustees under clause 18(2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the C&TA who are present at a general meeting shall elect a chair to preside at the meeting.
(b)
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.
The Trustees shall manage the affairs of the C&TA and may for that purpose exercise all the powers of the C&TA. It is the duty of each Trustee:
(a)
(b)
The first Trustees of the C&TA as a Charitable Incorporated Organisation are:
Joy Evitt Chair and membership secretary
Pippa Lacey Vice Chair
Pauline White Secretary
Celia Sutton Treasurer
Stephen Worth Committee member
Barbara Coe Events
Mandy Jackson Events
Prue Smith Online Events
Caroline Whiting Website
The Trustees will make available to each new Trustee, on or before his or her first appointment:
Any person who retires as a Trustee by rotation or by giving notice to the C&TA is eligible for reappointment. A Trustee who has served for three consecutive terms may not be reappointed for a fourth consecutive term but may be reappointed after an interval of at least one year.
A term is defined as 5 years in accordance with Clause 13(2)
The 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 Trustees present may appoint one of their number to chair that meeting.
if, without the vote of that Trustee and that Trustee being counted in the quorum, the decision has been made by a majority of the Trustees at a quorate meeting.
The C&TA will comply with the requirements of the Communications Provisions in the General Regulations and in particular
The Trustees must keep minutes of all:
As provided by clauses 224 – 227 of the Charities Act 2011:
In this constitution:
“connected person” means:
Section 118 of the Charities Act 2011, which gives the meaning of “connected person” in section 117(2) of that Act, applies in this constitution where it is relevant. Section 117 of the Charities Act 2011 concerns restrictions on dispositions of land.
“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 of the General Regulations.
Date of constitution: 31.01.2022
1.The name
2.The principal office
- The Objects of the C&TA are:
a) the provision of public events, talks, displays and activities which promote a greater understanding of the history and manufacture of costumes and textiles in general;
b) the provision of financial and other assistance to support the presentation and development of the Norfolk Museums Service's costume and textile collection;
c) the promotion of research, the useful results of which will be published for the public benefit;
d) the award of bursaries, prizes and grants to support students of textiles and fashion.
- Powers
The C&TA has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the C&TA’s powers include power to:
(1),
- sell, lease or otherwise dispose of all or any part of the property belonging to the C&TA;
- employ and remunerate such staff as are necessary for carrying out the work of the C&TA.
- Application of income and property
- The income and property of the C&TA must be applied solely towards the promotion of the objects.
- A C&TA trustee (“a Trustee”) is entitled to be reimbursed from the property of the C&TA or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the C&TA.
- A Trustee may benefit from trustee indemnity insurance cover purchased at the C&TA’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
- None of the income or property of the C&TA may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the C&TA. This does not prevent a member who is not also a Trustee receiving:
- a benefit from the C&TA as a beneficiary of the C&TA;
- reasonable and proper remuneration for any goods or services supplied to the C&TA.
- Nothing in this clause shall prevent a Trustee or connected person receiving any benefit or payment which is authorised by Clause 6.
6.Benefits and payments to Trustees and connected persons
- General provisions
No Trustee or connected person may:
- buy or receive any goods or services from the C&TA on terms preferential to those applicable to members of the public;
- sell goods, services or any interest in and to the C&TA;
- be employed by, or receive any remuneration from, the C&TA;
- receive any other financial benefit from the C&TA;
unless the payment or benefit is permitted by sub-clause (2) of this clause, or authorised by the court, or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.
- Scope and powers permitting trustees’ or connected persons’ benefits
- A Trustee or connected person may receive a benefit from the C&TA as a beneficiary of the C&TA provided that it is available generally to the beneficiaries of the C&TA.
- A 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 C&TA where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.
- Subject to sub-clause (3) of this clause a Trustee or connected person may provide the C&TA with goods that are not supplied in connection with services provided to the C&TA by the Trustee or connected person.
- A Trustee or connected person may take part in the normal trading and fundraising activities of the C&TA on the same terms as members of the public.
- Payment for supply of goods only – controls
The C&TA and its Trustees may only rely upon the authority provided by sub-clause (2)(c) of this clause if each of the following conditions is satisfied.
- The amount or maximum amount of the payment for the goods is set out in a written agreement between the C&TA and the Trustee or connected person supplying the goods (“the supplier”).
- 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 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 with regard to the supply of goods to the C&TA.
- The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of Trustees is present at the meeting.
- The reason for their decision is recorded by the Trustees in the minutes.
- A majority of the Trustees then in office are not in receipt of remuneration or payments authorised by clause 6.
- In sub-clauses (2) and (3) of this clause:
- “the C&TA” includes any company in which the C&TA:
- holds more than 50% of the shares; or
- controls more than 50% of the voting rights attached to the shares; or
- has the right to appoint one or more directors to the board of the company;
- “connected person” includes any person within the definition set out in clause 26 (Interpretation).
7.Conflicts of interest and conflicts of loyalty
A Trustee must:
- declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the C&TA or in any transaction or arrangement entered into by the C&TA which has not previously been declared; and
- absent himself or herself from any discussions of the 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 C&TA and any personal interest (including but not limited to any financial interest).
Any 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 Trustees on the matter.
8.Liability of members to contribute to the assets of the C&TA if it is wound up
If the C&TA is wound up, the members of the C&TA have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
- Membership of the C&TA
- Admission of new members
- Eligibility
Membership of the C&TA is open to any individual who is interested in furthering its purposes, and who, by applying for membership, has indicated his or heragreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause.
- The Trustees:
- may require applications for membership to be made in any reasonable way that they decide;
- shall, if they approve an application for membership, notify the applicant of their decision;
- may refuse an application for membership if they believe that it is in the best interests of the C&TA for them to do so;
- shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, and give the applicant the opportunity to appeal against the refusal; and
- shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.
- Transfer of membership
Membership of the C&TA cannot be transferred to anyone else.
- Duty of members
It is the duty of each member of the C&TA to exercise his or her powers as a member of the C&TA in the way he or she decides in good faith would be most likely to further the purposes of the C&TA.
- Termination of membership
- Membership of the C&TA comes to an end if:
- the member dies; or
- the member sends a notice of resignation to the Trustees; or
- any sum of money owed by the member to the C&TA is not paid in full within twelve months of its falling due; or
- the Trustees decide that it is in the best interests of the C&TA that the member in question should be removed from membership, and pass a resolution to that effect.
- Before the Trustees take any decision to remove someone from membership of the C&TA they must:
- inform the member of the reasons why it is proposed to remove him or her from membership;
- give the member at least 21 clear days notice in which to make representations to the Trustees as to why he or she should not be removed from membership;
- at a duly constituted meeting of the Trustees, consider whether or not the member should be removed from membership;
- consider at that meeting any representations which the member makes as to why the member should not be removed; and
- allow the member, or the member’s representative, to make those representations in person at that meeting, if the member so chooses.
- Membership categories, fees and voting rights
- The C&TA’s categories of membership are: Individual; Student; Double (2 adults living at the same address); Family (2 adults and up to 4 children); and Overseas.
- The C&TA may require members to pay reasonable membership fees to the C&TA, and these membership fees may vary according to the category of membership.
- Each adult member has voting rights, regardless of the category of his or her membership. Members who are minors (under 18 years of age) may not vote.
- Members’ decisions
- General provisions
Subject to the following exception, the general rule is that decisions of C&TA members shall be taken by vote at a general meeting as provided in sub-clause (2) of this clause.
decisions that must be taken in a particular way as stipulated in sub-clause (3) of this clause;
- Taking ordinary decisions by vote
Subject to sub-clause (3) of this clause, any decision of the members of the C&TA 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.
- Decisions that must be taken in a particular way
- Any decision to remove a trustee must be taken in accordance with clause 15(2).
- Any decision to amend this constitution must be taken in accordance with clause 24 of this constitution (Amendment of constitution).
- Any decision to wind up or dissolve the C&TA must be taken in accordance with clause 25 of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the C&TA to one or more other Charitable Incorporated Organisations must be taken in accordance with the provisions of the Charities Act 2011.
- General meetings of members
- Types of general meeting
(a)
- Other general meetings of the members of the C&TA may be held at any time.
- All general meetings must be held in accordance with the following provisions of this clause.
- Calling general meetings
- The Trustees:
- must call the AGM of the members of the C&TA in accordance with sub-clause (1) of this clause, and identify it as such in the notice of the meeting; and
- may call any other general meeting of the members at any time.
- The Trustees must, within 21 days, call a general meeting of the members of the C&TA if:
- they receive a request to do so from at least 10% of the members of the C&TA; and
- 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.
- If, at the time of any such request, there has not been any general meeting of the members of the C&TA for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%.
- Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.
- A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.
- Any general meeting called by the Trustees at the request of the members of the C&TA must be held within 28 days from the date on which it is called
- If the 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.
- 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.
- The C&TA must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the Trustees to duly call the meeting, but the C&TA shall be entitled to be indemnified by the Trustees who were responsible for such failure.
- Notice of general meetings
- The Trustees or, as the case may be, the relevant C&TA members, must give at least 14 clear days notice of any general meeting to all of the members.
- The notice of any general meeting must:
- state the time and date of the meeting;
- give the address at which the meeting is to take place;
- 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
- if a proposal to alter the constitution of the C&TA is to be considered at the meeting, include the text of the proposed alteration;
- include with the notice for the AGM, the annual statement of accounts and details of persons standing for election or re-election as a Trustee, or where allowed under clause 21 (Use of electronic communication), details of where the information may be found on the C&TA’s website.
- Proof that an envelope containing a notice was properly addressed, prepaid and sent to each member; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.
- The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the C&TA.
- Chairing of general meetings
The person nominated as chair by the Trustees under clause 18(2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the C&TA who are present at a general meeting shall elect a chair to preside at the meeting.
- Quorum at general meetings
- No business may be transacted at any general meeting of the members of the C&TA unless a quorum is present when the meeting starts.
(b)
- 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.
- If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must be notified to the C&TA’s members at least seven clear days before the date on which it will resume.
- 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.
- If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.
- Voting at general meetings
- Any decision other than one falling within clause 10(3) (decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting. Every member has one vote.
- 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 at the meeting.
- 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.
- A poll may be taken:
- at the meeting at which it was demanded; or
- at some other time and place specified by the chair; or
- through the use of postal or electronic communications.
- 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 (casting) vote.
- 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.
- The Trustees
- Functions and duties of the Trustees
The Trustees shall manage the affairs of the C&TA and may for that purpose exercise all the powers of the C&TA. It is the duty of each Trustee:
- to exercise his or her powers and to perform his or her functions as a Trustee in the way he or she decide in good faith would be most likely to further the purposes of the C&TA; and
- to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to any special knowledge or experience that he or she has or holds himself or herself as having.
- Eligibility for Trusteeship
- Every Trustee must be an individual person.
- No one may be appointed as a Trustee:
- if they are under the age of 18 years; or
- if they would automatically cease to hold office under the provisions of clause 15(1)(f).
- No one is entitled to act as a Trustee whether on appointment or on any
re-appointment until he or she has expressly acknowledged, in whatever way the Trustees decide, his or her acceptance of the office of Trustee.
- Number of Trustees
(a)
(b)
- First Trustees of the C&TA as a Charitable Incorporated Organisation
The first Trustees of the C&TA as a Charitable Incorporated Organisation are:
Joy Evitt Chair and membership secretary
Pippa Lacey Vice Chair
Pauline White Secretary
Celia Sutton Treasurer
Stephen Worth Committee member
Barbara Coe Events
Mandy Jackson Events
Prue Smith Online Events
Caroline Whiting Website
- Appointment of Trustees
- At every AGM of the members of the C&TA, at least two of the Trustees shall retire from office.
- The Trustees to retire by rotation shall be those who have served their term of 5 years or 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.
- The vacancies so arising may be filled by the decision of the members at the AGM; any vacancies not filled at the AGM may be filled as provided in sub-clause (4) of this clause.
- The members or the Trustees may at any time decide to appoint a new Trustee, whether in place of a Trustee who has retired or been removed in accordance with clause 15 (Retirement and removal of Trustees), or as an additional Trustee, provided that the limit specified in clause 12(3) on the number of Trustees would not as a result be exceeded.
- A person so appointed by the members of C&TA shall retire in accordance with the provisions of sub-clauses (1) and (2) of this clause. A person so appointed by the Trustees shall retire at the conclusion of the next AGM after the date of his or her appointment, and shall not be counted for the purpose of determining which of the Trustees is to retire by rotation at that meeting.
- Information for new Trustees
The Trustees will make available to each new Trustee, on or before his or her first appointment:
- a copy of this constitution and any amendments made to it; and
- a copy of the C&TA’s latest Trustees’ annual report and statement of accounts.
- Retirement and removal of Trustees
- A Trustee ceases to hold office if he or she:
- retires by notifying the C&TA (but only if enough Trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
- Is absent without the permission of the Trustees from all their meetings held within a period of six months and the Trustees resolve that his or her office be vacated;
- dies;
- in the written opinion, given to the C&TA, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a Trustee and may remain so for more than three months;
- is removed by the members of the C&TA in accordance with sub-clause (2) of this clause; or
- is disqualified from acting as a Trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
- A 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.
- A resolution to remove a 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 C&TA.
- Reappointment of Trustees
Any person who retires as a Trustee by rotation or by giving notice to the C&TA is eligible for reappointment. A Trustee who has served for three consecutive terms may not be reappointed for a fourth consecutive term but may be reappointed after an interval of at least one year.
A term is defined as 5 years in accordance with Clause 13(2)
- Taking of decisions by Trustees
- Any decision may be taken by the Trustees either:
- at a meeting of the Trustees; or
- by resolution in writing or electronic form agreed by a majority of all of the 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 Trustees has signified their agreement.
- A resolution in accordance with sub-clause (1)(b) of this clause 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 Trustees; and
- the majority of all of the 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 Trustees have previously resolved, and within 28 days of the circulation date delivered to the C&TA at its principal office or such other place as the Trustees may resolve.
- Meetings and proceedings of Trustees
- Calling meetings
- Any Trustee may call a meeting of the Trustees.
- Subject to that, the Trustees shall decide how their meetings are to be called, and what notice is required.
- Chairing of meetings
The 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 Trustees present may appoint one of their number to chair that meeting.
- Procedure at meetings
- No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is four Trustees, or such larger number as the Trustees may decide from time to time. A 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.
- Questions arising at a meeting shall be decided by a majority of those eligible to vote.
- In the case of an equality of votes, the chair shall have a casting vote.
- Participation in meetings by electronic means
- A meeting may be held by suitable electronic means agreed by the Trustees in which each participant may communicate with all the other participants.
- Any Trustee participating at a meeting by suitable electronic means agreed by the Trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.
- Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.
- Saving provisions
- Subject to sub-clause 2 of this clause, all decisions of the Trustees, or of a committee of Trustees, shall be valid notwithstanding the participation in any vote of a 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 Trustee and that Trustee being counted in the quorum, the decision has been made by a majority of the Trustees at a quorate meeting.
- Sub-clause 1 of this clause does not permit a Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Trustees or of a committee of Trustees if, but for clause 1, the resolution would have been void, or if the Trustee has not complied with clause 7 (Conflicts of interest).
- Execution of documents
- The C&TA shall execute documents by signature.
- A document is validly executed by signature if it is signed by at least two of the Trustees.
- Use of electronic communications
The C&TA will comply with the requirements of the Communications Provisions in the General Regulations and in particular
- 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;
- any requirements to provide information to the Commission in a particular form or manner.
- Minutes
The Trustees must keep minutes of all:
- appointments of officers made by the Trustees;
- proceedings at general meetings of the C&TA;
- meetings of the Trustees and committees of 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; and
- decisions made by the Trustees otherwise than in meetings.
- Accounting records, accounts, annual reports and returns
- The Trustees must comply with the requirements of the Charities Act 2011 with regard to:
- the keeping of accounting records,
- the preparation and scrutiny of statements of accounts, and
- the preparation of annual reports and returns.
- The statements of accounts, reports and returns must be sent to the Commission, regardless of the income of the C&TA, within 10 months of its financial year end.
- The Trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the C&TA entered on the Central Register of Charities.
- Amendment of constitution
As provided by clauses 224 – 227 of the Charities Act 2011:
- This constitution can only be amended by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the C&TA.
- The prior written consent of the Commission is required for any alteration of:
- clause 3 (Objects),
- clause 25 (Voluntary winding up or dissolution),
- this clause, and
- any provision where the alteration would provide authorisation for any benefit to be obtained by Trustees or members of C&TA or persons connected with them.
- No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
- A copy of any resolution altering the constitution, together with a copy of C&TA’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.
- Voluntary winding up or dissolution
- As provided by the Dissolution Regulations, the C&TA may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the C&TA can only be made at a general meeting of the members of the C&TA called in accordance with clause 11 (General meetings of members), of which not less than 14 days’ notice has been given to those eligible to attend and vote. The decision may be made by a resolution passed:
- by a 75% majority of those voting, or
- without a vote and without any expression of dissent in response to the question put to the general meeting.
- Subject to the payment of all the C&TA’s debts:
- any resolution for the winding up of the C&TA, or for the dissolution of the C&TA without winding up, may contain a provision directing how any remaining assets of the C&TA shall be applied;
- if the resolution does not contain such a provision, the Trustees must decide how any remaining assets of the C&TA shall be applied; and
- in either case the remaining assets must be applied for charitable purposes the same as or similar to those of the C&TA.
- The Trustees must observe the requirements of the Dissolution Regulations in applying to the Commission for the C&TA to be removed from the Register of Charities.
- Interpretation
In this constitution:
“connected person” means:
- a child, parent, grandchild, grandparent, brother or sister of the Trustee;
- the spouse or civil partner of the Trustee or of any person falling within sub-clause (a) above;
- a person carrying on business in partnership with the Trustee or with any person falling within sub-clause (a) or (b) above.
Section 118 of the Charities Act 2011, which gives the meaning of “connected person” in section 117(2) of that Act, applies in this constitution where it is relevant. Section 117 of the Charities Act 2011 concerns restrictions on dispositions of land.
“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 of the General Regulations.