Constitution

Constitution of a Charitable Incorporated Organisation

whose only voting members are its charity trustees

FOUNDATION MODEL

Date of constitution (last amended):

27/02/2018

 

  1. Name

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

Roma Futures

 

 

  1. National location of principal office

England

 

 

  1. Object[s]

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

To promote social inclusion for the public benefit by preventing Roma people from becoming socially excluded, relieving the needs of those people who are socially excluded and assisting them to integrate into society.

For the purpose of this clause ‘socially excluded’ means being excluded from society, or part of society, as a result of being a member of a socially and economically deprived community.

 

Specifically, Roma Futures will focus attention to and seek to support the social inclusion of Roma communities residing in the Sheffield City Region.

 

In furtherance of this object, not but not further or otherwise, the trustees shall have the following powers:

 

Nothing in this constitution shall authorise an application of the property

of the CIO for the purposes which are not charitable in accordance with

[section 7 of the Charities and Trustee Investment (Scotland) Act 2005]

and [section 2 of the Charities Act (Northern Ireland) 2008]

 

 

  1. Powers

The CIO has power to do anything which is calculated to further its

object[s] or is conducive or incidental to doing so. In particular, the CIO

has power to:

(1) borrow money and to charge the whole or any part of its

property as security for the repayment of the money borrowed.

The CIO must comply as appropriate with sections 124 and 125

of the Charities Act 2011, if it wishes to mortgage land;

(2) buy, take on lease or in exchange, hire or otherwise acquire any

property and to maintain and equip it for use;

(3) sell, lease or otherwise dispose of all or any part of the property

belonging to the CIO. In exercising this power, the CIO must

comply as appropriate with sections 117 and 119-123 of the

Charities Act 2011;

(4) employ and remunerate such staff as are necessary for carrying

out the work of the CIO. The CIO may employ or remunerate

a charity trustee only to the extent that it is permitted to do

so by clause 6 (Benefits and payments to charity trustees and

connected persons) and provided it complies with the conditions

of that clause;

(5) deposit or invest funds, employ a professional fund-manager,

and arrange for the investments or other property of the CIO

to be held in the name of a nominee, in the same manner and

subject to the same conditions as the trustees of a trust are

permitted to do by the Trustee Act 2000.

 

 

  1. 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.

 

  1. 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);

 

 

  1. 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.

 

 

  1. 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.

 

 

  1. 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 twelve. 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] –

Prof. Phil Brown   ……………………………………………….. [for [3] years]

Dr. David Vanderhoven……………………………………….. [for [3] years]

Miroslav Kandrac                    ……………………………….. [for [3] years]

 

  1. Appointment of charity trustees

(1) Including 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.

 

  1. 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.

 

  1. 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.

 

 

  1. 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].

 

 

 

 

  1. 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.

 

 

  1. Meetings of charity trustees

(1) Calling meetings

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

charity trustees.

(b) Subject to that, the charity trustees shall decide how their

meetings are to be called, and what notice is required.

(2) Chairing of meetings

The charity trustees may appoint one of their number to chair their

meetings and may at any time revoke such appointment. If no-one

has been so appointed, or if the person appointed is unwilling to

preside or is not present within 10 minutes after the time of the

meeting, the charity trustees present may appoint one of their number

to chair that meeting.

(3) Procedure at meetings

(a) No decision shall be taken at a meeting unless a quorum

is present at the time when the decision is taken. The

quorum is two charity trustees, or the number nearest

to one third of the total number of charity trustees,

whichever is greater, or such larger number as the charity

trustees may decide from time to time. A charity trustee

shall not be counted in the quorum present when any

decision is made about a matter upon which he or she is

not entitled to vote.

(b) Questions arising at a meeting shall be decided by a

majority of those eligible to vote.

[(c) In the case of an equality of votes, the person who chairs

the meeting shall have a second or casting vote.]

(4) Participation in meetings by electronic means

(a) A meeting may be held by suitable electronic means

agreed by the charity trustees in which each participant

may communicate with all the other participants.

(b) Any charity trustee participating at a meeting by suitable

electronic means agreed by the charity trustees in which

a participant or participants may communicate with all

the other participants shall qualify as being present at

the meeting.

(c) Meetings held by electronic means must comply with

rules for meetings, including chairing and the taking

of minutes.

 

 

  1. 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.]

 

 

  1. 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.

 

 

  1. 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.

 

 

  1. 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).

 

 

  1. 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.

 

 

  1. 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.

 

 

  1. 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.

 

 

  1. 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.

 

 

  1. 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.

 

 

  1. 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.

 

  1. 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.

 

 

  1. 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.

 

 

  1. 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.

 

 

  1. Interpretation

In this constitution:

“connected person” means:

(a) a child, parent, grandchild, grandparent, brother or sister

of the charity trustee;

(b) the spouse or civil partner of the charity trustee or of any

person falling within sub-clause (a) above;

(c) a person carrying on business in partnership with the

charity trustee or with any person falling within subclause

(a) or (b) above;

(d) an institution which is controlled –

(i) by the charity trustee or any connected person

falling within sub-clause (a), (b), or (c) above; or

(ii) by two or more persons falling within sub-clause

(d)(i), when taken together

(e) a body corporate in which –

(i) the charity trustee or any connected person falling

within sub-clauses (a) to (c) has a substantial

interest; or

(ii) two or more persons falling within sub-clause

(e)(i) who, when taken together, have a

substantial interest.

 

Section 118 of the Charities Act 2011 apply for the purposes of

interpreting the terms used in this constitution.

 

“General Regulations” means the Charitable Incorporated

Organisations (General) Regulations 2012.

“Dissolution Regulations” means the Charitable Incorporated

Organisations (Insolvency and Dissolution) Regulations 2012.

The “Communications Provisions” means the Communications

Provisions in [Part 10, Chapter 4] of the General Regulations.

“charity trustee” means a charity trustee of the CIO.

A “poll” means a counted vote or ballot, usually (but not necessarily)

in writing.