Constitution of a Charitable Incorporated Organisation
whose only voting members are its charity trustees
Date of constitution (last amended):
The name of the Charitable Incorporated Organisation (“the CIO”) is
- National location of principal office
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]
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.
- 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.
- 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
(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
(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
(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  (Interpretation);
- 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
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.
- 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.
- 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
(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
- 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
[(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
(4) First charity trustees
The first charity trustees are as follows[, and are appointed for
the following terms] –
Prof. Phil Brown ……………………………………………….. [for  years]
Dr. David Vanderhoven……………………………………….. [for  years]
Miroslav Kandrac ……………………………….. [for  years]
- 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.
- 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.
- 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;
(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
- 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
- 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].
- 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
(a) a committee may consist of two or more persons, but
at least one member of each committee must be a
(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.
- Meetings of charity trustees
(1) Calling meetings
(a) Any charity trustee may call a meeting of the
(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
(c) Meetings held by electronic means must comply with
rules for meetings, including chairing and the taking
- 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
- 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 
(amendment of constitution), clause  (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.
- 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  (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  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
(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.
- 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
- 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).
- 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
(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.
- Use of electronic communications
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.
- 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.
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
- 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
- Accounting records, accounts, annual reports and returns,
(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.
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.
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.
- 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
(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
(2) Any alteration of clause 3 (Objects), clause  (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
(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.
- 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
(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
(b) by a resolution agreed in writing by all members of
(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
(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
(i) a copy of the resolution passed by the members of
(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.
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
(ii) two or more persons falling within sub-clause
(e)(i) who, when taken together, have a
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)