Our Constitution

Revised July 2014
 

1.            Name.

The name of the charitable incorportated organisation (CIO) is PINNT.

2.            Principal Office. 

The Principal office will bein England

3.            The association is established to relieve people or carers who are living with an illness which requires treatment by intravenous, enteral or artificial nutrition therapy.  


The Objects of the CIO are:

To relieve people who are living with an illness which requires treatment by intravenous or enteral artificial nutrition therapy, and to relieve their carers by providing or assisting in the provision of support, understanding and information.

4.            Powers:


The CIO will have power to do anything which is calculated to further its objectives or is conducive or incidental to doing so.  In particular, the CIO’s powers include the power to:

i)             Borrow money and charge the whole or any part of its property as security for the repayment of money borrowed.  The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land.

ii)            Borrow, take on lease or in exchange, hire or otherwise acquire any property and maintain and equip it for use.

iii)           Sale, 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.

iv)           When employing and remunerating such staff as necessary for carrying out the work of the CIO, the CIO may employ or remunerate a charity trustee only to the extent that it has been permitted to do so by clause 6 (benefits and payments to the charity trustees and connected persons) and provided it complies with the conditions of those clauses.

v)            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 conditions that the trustees of a trust are permitted to do so by the Trustee Act 2000.

5.            Application of income and money:


i)             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 the 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.  
 
ii)            None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO.  This does not prevent a member who is not a charity trustee receiving:
 
a)            a benefit from the CIO as a beneficiary of the CIO; or

b)            reasonable and proper remuneration for any goods or services supplied to the CIO.  
 
iii)           Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by clause 6.

6.            Benefits and payments to charity trustees and connected persons:

i)             General provisions:
 
No charity or trustee or connected person may:
 
a)            Buy or receive any goods or services from the CIO on terms preferential to those applicable to the members of the public;

b)            Sell goods, services, or 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 of benefits by sub-clause (ii) of this clause or authorised by the Court of the Charity Commission (“the Commission”).  In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has monetary value.

ii)            Scope and powers permitting trustees or connected persons benefit:

a)               A charity trustee or connected person may receive a benefit from a 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 goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with and subject to conditions in sections 185-188 of the Charities Act 2011.

c)   Subject to sub-clause (iii) 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 not be 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 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 fund-raising activities of the CIO on the same terms as members of the public.

iii)           Payment for supply of goods only – controls:

The CIO and its charity trustees may only rely upon the authority provided by the sub-clause (ii)(c) of this clause if each of the following conditions are 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 the person supplying the goods (“the supplier).

b)            The amount or the 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 a part of any meeting at which there is a discussion of the proposal to enter into a contract or arrangement with him or her 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 the charity trustees is present at the meeting.

f)    The reason for this decision is recorded by the charity trustees in the Minutes.

g)               A majority of the charity trustees that are then in office are not in receipt of remuneration payments authorised by clause 6.
 
iv)           In sub-clauses (ii) and (iii) 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 these shares; or
iii)           has the right to appoint one or more directors to the Board.

b)            The “connected person” includes any person within the definition set out in clause 30 (interpretation).
 

7.            Conflicts of interest and conflicts of loyalty:

 
            A charity trustee must:

i)          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

ii)         absent himself or herself from any discussion of the charity trustees in which it is possible 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)

iii)        a charity trustee absenting himself or herself from any discussion in accordance with this clause must not vote or be counted as part of a quorum in any decision of the charity trustee on this matter.

8.            Liability of members to contribute to the assets of the CIO if it is wound up:

            If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.  
 

9.            Membership of the CIO:

 
i)             Admissions of new members:

a)               Eligibility:  membership of the CIO is open to anyone who is interested in furthering its purpose and who, by applying for membership, has indicated his, her or its agreement to become a member and acceptance of the duty of members set out in sub-clause (iii) of this clause.
 
            A member may be an individual, a corporate body or an individual or corporate body representing an organisation which is not incorporated.

b)              Admission procedure:  the charity trustees:

1. May require applications for membership to be made in any reasonable way that they decide;

2. Shall if they approve an application for membership notify the applicant of their decision within 21 days;
3. May refuse an application for membership if they believe it’s not in the best interests of the CIO for them to do so;

4. Shall, they decide to refuse an application for membership, give the applicant reasons for doing so within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal;

5. Shall give fair consideration to any such appeal, and shall inform the applicant of their decision and any decision to confirm refusal of application for membership shall be final.

ii)            Transfer of membership:

            Membership of the CIO cannot be transferred to anyone else except in the case of an individual or corporate body representing an organisation which is not incorporated, whose membership may be transferred by the unincorporated organisation to a new representative.  Such transfer of membership does not take effect until the CIO has received written notification of the transfer.

iii)           Duty of members:

            It is the duty of each member of the CIO to exercise his or her powers as a member of the CIO in the way he or she decides in good faith will be most likely to further the purposes of the CIO.
 
iv)           Termination of membership:
 
c)   Membership of the CIO comes to an end if:
 
i)                    the member dies or in the case of an organisation (or the representative of an organisation) that organisation ceased to exist;  or
ii)                   the members sends a notice of resignation to the charity trustees; or
iii)                  any sum of money owed by the member to the CIO is not paid in full within six months of it falling due; or
iv)                   the charity trustees decide that it is in the best interests of the CIO that the member in question should be removed from membership, and pass a resolution to that effect.
 
d)               Before the charity trustees take any decision to remove someone from membership they must:
 
·                     inform the member of any reasons why it is proposed to remove him or her or it from membership;
·                     give the member at least 21 clear days’ notice in which to make representations to the charity trustees as to why he, she or it should not be removed from membership;
·                     at a duly constituted meeting of the charity 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;
·                     allow the member or the member’s representative to make those representations in person at that meeting, if the member so chooses;
 
v)            Membership fees:
 
            The CIO may require members to pay reasonable membership fees to the CIO.

vi)           Informal or associate membership:

            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 conditions for admission to and termination of membership of any such membership class.
 
vii)         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 purposes under the Charities Act 2011 general regulations or dissolution regulations.

10.         Members’ Decisions:

i)             General provisions:

            Except for those decisions that must be taken in a particular way indicated in sub-clause (iv) of this clause, decisions of the members of the CIO may be taken by votes at a General Meeting as provided in sub-clause (ii) of this clause, or by written resolution as provided in sub-clause (iii) of this clause.
 
ii)            Taking ordinary decisions by vote: 
 
            subject to clause (iv) of this clause, any decision of the members of the CIO must be taken by means of resolution at a General Meeting.     Such a resolution may be passed by a simple majority vote cast at the meeting (including votes cast by postal or e-mail ballot and proxy vote).
 
iii)           Taking ordinary decisions by written resolution without a General Meeting:
 
            Subject to clause (iv) of this clause, a resolution in writing agreed by a simple majority of the members who had been entitled to vote upon it had it been proposed at a General Meeting, shall be effective provided that:

a)               a copy of the proposed resolution has been sent to all members eligible to vote; and

b)               a simple majority of the votes has signified its agreement to the resolution document or documents as they are received at the principal office within the 28 days beginning with the circulation date.  The documents signify that a member’s group must be authenticated by their signature (or in the case of an organisation which is a member by execution according to its usual procedure) by a statement of their identity accompanying the document or in such other manner as the CIO has specified.

c)   The resolution in writing may comprise several copies to which one or more members have signified their agreement.

d)               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 in accordance with paragraph (a).

e)               Not less than 10% of the members of the CIO may request the charity trustees to make a proposal for a decision by members.
f)    The charity trustees must within 21 days of receiving such request comply with it if:
·                     The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;
·                     The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by members;
·                     Effect can lawfully be given to the proposal if so agreed.
 
g)               Sub-clauses (a) to (c) of this clause may apply to a proposal made at the time of the requested members.

iv)           Decisions that must be taken in a particular way:

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

b)               Any decision to amend this constitution must be taken in accordance with clause 28 of this constitution.

c)   Any decision to wind up or dissolve the CIO must be taken in accordance with clause 29 of this Constitution.

d)               Any decision to amalgamate or transfer the undertaking of the CIO to one or more CIOs must be taken in accordance with the provisions of the Charity Act 2011.

11.         General Meetings of Members:

i)             Types of General Meeting:

            There must be an Annual General Meeting (“AGM”) of the members of the CIO.  The first AGM must be held within 18 months of the registration of the CIO, and subsequent AGMs must be heard at intervals of not more than 15 months.  The AGM must receive the Annual Statement of Accounts, duly audited/examined where applicable and the Trustees’ Annual Report, and must elect Trustees as required under clause 13.

            Other general meetings of the members of the CIO may be held at any time.
        
ii)            All general meetings must be held in accordance with the following provisions: 

a)               The charity trustees (1) must call the annual general meeting of the members of the CIO in accordance with sub-clause (i) of this clause and identify if as such in the notice; and (2) may call any other general meeting of the members at any time.

b)               The charity trustees must, within 21 days, call a general meeting of the members of the CIO if (1) they receive a request to do so from at least 10% of the members of the CIO and (2) the request states the general nature of the business and at the meeting is authenticated by the members making the request.

c)   If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than 12 months, then sub-clause (b)(1) of this clause shall have effect as if it was 5% were substituted for 10%. 

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

e)               A resolution may only properly be proposed if it is lawful, is not defamatory, frivolous or vexatious.

f)    Any meeting called by the charity trustees at the request of the members of the CIO must be held within 28 days from the date on which it was called.

g)               If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.

h)              A general meeting called in this way must be held not more than three months after the date when the members first requested the meeting.

i)     The CIO must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the CIO shall be entitled to be indemnified by the Trustees who are responsible for such failure.

iii)           Notice of general meetings:

a)               The charity trustees or as the case may be, the relevant members of the CIO, must give at least 14 clear days’ notice of any general meeting to all members and to any trustee of the CIO who is not a member.

b)               If it is agreed by not less than 90% of all members of the CIO, any resolution may be proposed and passed at the meeting, even though the requirements of sub-clause (a) of this clause have not been met.  This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution by the Charities Act 2011 or by general regulations.

c)The notice of any general meeting must:
·                         state the time and date of the meeting;
·                         give the address at which the meeting is taking place;
·                         give particulars of any resolution which is to be moved at the meeting, and any other business to be dealt with at the meeting;
·                         if a proposed alteration to the Constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration;
·                         include with a notice of the AGM, the annual Statement of Accounts and Trustees’ Report, details of persons standing for election or re-election as Trustee or allowed under clause 22.
 
d)               Proof that an envelope containing a notice was properly addressed, prepaid and posted or an electronic form of notice was properly addressed and sent shall be conclusive evidence that the notice was given.  Notice shall be deemed to be given 48 hours after it was posted or sent.

e)              The procedure of meetings shall be invalidated if a member who is entitled to receive notice of the meeting did not receive it because of an accident or omission by the CIO.

iv)           Chairing of general meetings:
            The person nominated to Chair by the charity trustees under clause 19 (2) chairing meetings shall, if present at the general meeting and willing to act, preside as Chair of the meeting.  Subject to that, the members of the CIO are able to elect a Chair to preside at the meeting.

v)            Quorum of general meetings:

a)               No business may be transacted at any general meeting of the members of the CIO unless a quorum is present when the meeting starts.

b)               Subject to the following provisions, the quorum for the general meeting shall be greater of ten members.  An organisation represented by person not present at the meetings, in accordance with sub-clause (vii) of this clause, is counted as being present in person.

c)   If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.

d)               If the meeting has been called in any other way and the 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 dates, time and place at which the meeting will resume must either be announced by the Chair or be notified to the CIO members at least seven clear days before the date on which it will resume.

e)               If a quorum is not present within 15 minutes of the start of the adjourned meeting, the member or members present at the meeting constitutes a quorum.

f)    If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions.  If decisions are required which must be made by meeting of members, the meeting must be adjourned.

vi)           Voting at general meetings:   

a)               Any decision other than one falling within clause (10)(iv) shall be taken by a simple majority of votes cast at the meeting, including proxy and postal votes.  Every member has one vote unless otherwise provided in the rights of a particular class of membership under this Constitution.

b)               A resolution to put the vote at a meeting shall be decided on a show of hands unless (before a declaration of the results of a show of hands) a poll is duly demanded.  A poll may be demanded by the Chair or by at least 10% of the members present in person or by proxy at the meeting.

c)   A poll demanded on the election of the person to chair the meeting on a question of adjournment must be taken immediately.  A poll or any matter shall be taken and the results 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.

d)               A poll may be taken (1) at the meeting at which it was demanded, or (2) at some other time and place specified by the Chair, or (3) through the use of electronic or postal communications.

e)               Any objection or qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the Chair of the meeting shall be final.

vii)         Representation of organisations and corporate members:

            An organisation or a corporate body which is a member of the CIO may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of the CIO.
 
            Representatives are entitled to exercise the same powers on behalf of the organisation or corporate body as the organisation or corporate body could have exercised as an individual member of the CIO.
 
viii)        The charity may, with the consent of a meeting at which a quorum is present and if there is any doubt adjourn the meeting to another date or time or place.  No business may be transacted at an adjourned meeting except business which could have properly been transacted at the original meeting.
 

12.         Charity Trustees:

i)             Function and duties of the charity trustees:
            The charity trustees shall manage the affairs of the CIO and may for the purpose or exercise all the powers of the CIO.  It is the duty of each charity trustee to:
 
a)               exercise his or her powers and to perform his or her functions as a trustee of the CIO in the way he or she decides in good faith will be most likely to further the purposes of the CIO; and

b)               exercise in the performance of those functions such care and skill as is reasonable in the circumstances having regard in particular to (1) any special knowledge or experience that he or she has or holds himself or herself as having; and (2) if he or she acts as a charity trustee of the CIO in the course of a business or a profession to any special knowledge or expertise as is reasonable to expect of a person acting in the course of that kind of business or profession.
   
ii)            Eligibility for trusteeship:

a)               every charity trustee must be a natural person.

b)               no-one may be appointed as a charity trustee if (1) he or she is under the age of 18, or (2) if he or she would automatically cease to hold office under the provision of clause 15 (i) (f).

c)   no-one is entitled to act as a charity trustee whether on appointment or re-appointment he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of office of charity trustee.
 
iii)           Number of charity trustees:

a)               There must be at least three charity trustees.  If the number falls below this number, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.

b)               There is no maximum number of charity trustees that may be appointed to the CIO.  
 
iv)           First charity trustees:
 
            The first charity trustees of the CIO are:
 
            Mrs Carolyn Wheatley (Chair)
            Mr Steven Brown
            Mr Richard Shawyer     
     
v)            Appointment of the charity trustees:

(a)       At the first annual general meeting of the members of the CIO, all the charity trustees shall retire from office.

(b)       At every subsequent annual general meeting of the members of the CIO, one third of the charity trustees shall retire from office.  If the number of the charity trustees is not three or a multiple of three, then the number nearest to one-third shall retire from office, but if there is only one charity trustee, he or she shall retire.

(c)        The charity trustees retired by rotation shall be those who have been the longest in office since their last appointment or re-appointment.  If any trustees were appointed or re-appointed on the same day, those to retire shall unless they otherwise agree among themselves be determined by lot.
 
vi)           The vacancy so arising may be filled by the decision of the members at the annual general meeting; any vacancies not filled at the annual general meeting may be filled as provided by sub-clause (v) of this clause.

vii)         The members of the charity may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in accordance with clause 15, Retirement or removal of charity trustees, or as an additional charity trustee provided that the limit in clause 12 (iii) on the number of the charity trustees would not as a result be exceeded.

viii)        A person so appointed by the members of the CIO shall retire in accordance with the provisions of sub-clause (ii) and (iii) of this clause.  A person so appointed by the charity trustees shall retire at the conclusion of the next annual general meeting after the date of his or her appointment, and shall not be counted for the purposes of deciding which of the charity trustees is to retire by rotation at the meeting.

13.         Elected charity trustees

1.    At the first annual general meeting of the members of the CIO all the elected trustees shall retire from office

2.    At every subsequent general meeting of the members of the CIO, one third of the charity trustees shall retire from office.  If the number of charity trustees is not three or a multiple of three, then the number nearest to one-third shall retire from office, but if there is only one trustee then he or she shall retire

3.    The charity trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment.  If any trustees were last appointed or reappointed on the same day those to retire shall be determined by lot

4.    The vacancies so arising may be filled by the decision of members at the annual general meeting; any vacancies filled at the general meeting may be filled as provided in sub-clause 5

5.    The members of the charity trustees may at a time decide to appoint a new charity trustee where in place of a trustee who has retired or been removed as per clause 15 or as an additional charity trustee, provided that the limit specified in clause 12/3 on the number of charity trustees is not exceeded

6.    A person so appointed by the members of the CIO shall retire in accordance with the provisions of sub-clauses 2 and 3 of this clause.  A person so appointed by the charity trustees shall retire at the next annual general meeting after the date of his or her appointment, and shall not be counted for the purpose of determining which charity trustees is to retire by rotation at that meeting.

14.         Information for new charity trustees:

            The charity trustees will make available to each new charity trustee on or before his or her first appointment (a) a copy of this Constitution and any amendments made to it, and (b) a copy of the CIO’s latest Trustees’ Annual Report and Statement of Accounts.   

15.         Retirement and Removal of the charity trustees:

(i)            A charity trustee ceases to hold office if he or she:
 
a)            retires by notice from the CIO in writing but only if the charity trustee will remain in office for most of the resignation takes effect to form a quorum for the meetings.

b)            is absent without the permission of the charity trustees for all the meetings held within a six month period and the trustees resolve that his or her office is to be vacated.

c)            dies.

d)            in a written opinion given to the CIO of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a director and may remain so for more than three months.

e)            is removed by the members of the CIO in accordance with sub-clause (ii) of this clause.

f)             is disqualified from acting as a charity trustee by virtue of sections 178 – 180 of the Charities Act 2011 (or any such re-enactment or modification of that provision. 

(ii)          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.

(iii)         A resolution to remove a charity trustee in accordance with this clause shall not take effect unless the individual concerned has given at least 14 days’ clear notice that the resolution is to be proposed, specifying the circumstances alleged justifying the removal from office and has been given a reasonable opportunity of making oral and/or written representations to the members of the CIO.

16.         Re-appointment of charity trustees:

            Any person who retires as a charity trustee by rotation or by giving notice to the CIO is eligible for re-appointment.    

17.         Taking of decisions by charity trustees:

            Any decision may be taken either:

a)            at a meeting of the charity trustees; or

b)            by resolution in writing or electronic form agreed by all charity trustees, which may comprise either a single document or several documents containing the text of the resolution in light form to each of which one or more charity trustee has signified their agreement.   

18.         Delegation by charity trustees:

i)             the charity trustees may delegate any of their powers or functions to a committee or committees, and if they do they must determine the terms and conditions on which the delegation is made.  The charity trustees may at any time alter those terms and conditions, or revoke the delegation.
 
ii)            this power is an addition in the power of the delegation in the general regulations and any other power of delegation available to the charity trustees, and 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 it is reasonably practicable.
c)   the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.

19.         Meetings and proceedings of the charity trustees:

i)             Calling meetings

a)               any charity trustee may call a meeting of the charity trustees.

b)               subject to that the charity trustees shall decide how the meetings are called and what notice is required.

ii)            Chairing of the meetings
            The charity trustees may appoint one of their number to chair the meetings and may at any time revoke such appointment if no-one has been appointed, or if the person appointed is unwilling to preside or is not present within ten minutes after the time of the meetings, the charity trustees present may appoint one of their number to chair at that meeting.  
 
iii)           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 large 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 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 inequality of votes the Chair shall have a second or casting vote.

iv)           Participation in meetings via electronic means

a)               a meeting shall be held by suitable electronic means agreed by the charity trustees in which participants may communicate with all 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 other participants shall qualify as being present at the meeting.  Meetings held by electronic means must comply with the rules of the meeting including chairing and taking of minutes.    

20.         Saving Provisions:

i)             subject to sub-clause (ii) of this clause all decisions of the charity trustees or the committee of charity trustees shall be valid, notwithstanding the participation on any vote of a charity trustee –
 
a)               who is disqualified from holding office

b)               who had previously retired or been obliged by the Constitution to vacate office

c)   who was not entitled to vote on the matter whether by reason of conflict or interest elsewhere.
if, without the vote of that charity trustee, that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.
 
ii)            Sub-clause (i) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by resolution of the charity trustees or of a committee of charity trustees, but for clause (i) the resolution would have been void or if the charity trustee has not complied with clause 7, Conflicts of interest.   

21.         Execution of documents:

i)             The CIO shall execute documents either by signature or by fixing a seal if it has one.

ii)            A document is validly executed by signature if it is signed by at least two of the charity trustees.

iii)           If the CIO has a seal:
 
a)               it must comply with the provisions of the general regulations, and

b)               it must only be used by the authority of the charity trustees or a committee of the charity trustees duly authorised by the charity trustees.  The charity trustees may determine who shall sign any document to which the seal is affixed or otherwise determined it shall be signed by two charity trustees.  

22.         Use of electronic communications:

            The CIO will comply with the regulations of the communications provisions in the general regulations and in particular:
 
a)            requirement to provide within 21 days to any member and request a hard copy of any document or information sent to the member otherwise in hard copy form, or

b)            any requirements to provide the information to the Commission in a particular form or manner.

23.         Keeping of register:

The CIO must comply with its obligations under the general regulations in relation to the keeping of and provision of access to registers of its members and charity trustees.   
 

24.         Minutes:

             The charity trustees must keep all Minutes of all:
 
i)             appointments of officers made by the charity trustees

ii)            proceedings at general meetings of the CIO

iii)           meetings of the charity trustees and committees of charity trustees including:

a)            the names of the trustees present at the meeting;

b)            the decisions made at the meetings;

c)where appropriate the reasons for the decisions. 
 
iv)           decisions made by the trustees otherwise than in meetings.  

25.         Accounting records, accounts, annual reports and returns, register maintenance:

i)             the charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounts and records, to the preparation and scrutiny of the statements of accounts and to the preparation of annual reports and returns.  The statement of accounts, reports and returns must be sent to the Charity Commission, regardless of income of the CIO within ten months of the financial year end.

ii)            the charity trustees must comply with their obligations to inform the Commission within 28 days of any change in the particulars of the CIO incident to the Central Register of Charities.

26.         Rules:

            The charity trustees may from time to time make such reasonable and proper rules or bye-laws as they deem necessary or expedient for the proper conduct and management of the CIO but such rules or bye-laws must not be inconsistent with any provision of this constitution.  Copies of any such rules or bye-laws currently in force must be made available to any member of the CIO on request.

27.         Disputes:

            If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this Constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.   

28.         Amendment of the Constitution:

            As provided by clauses 224-227 of the Charities Act 2011:
 
i)             this Constitution can only be amended by:

a)            by resolution agreed in writing by all members of the CIO; or

b)            by resolution passed by 75% majority of votes cast at a general meeting of the CIO.

ii)            any alteration of clause 3 (Objects), clause 29 (Voluntary winding-up or dissolution) or this clause or any provision where the alteration would provide authorisation for any benefit to be obtained by a charity trustee or member of the CIO or persons connected with them, requires the written consent of the Charity Commission.

iii)           no amendment that is inconsistent with the provisions of the Charities Act 2011 or the general regulations shall be valid.

iv)           a copy of any resolution altering the Constitution, together with a copy of the CIO’s Constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed.  The amendment does not take effect until it has been recorded in the Register of Charities.
 

29.         Voluntary winding-up or dissolution:

 
i)             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 may be made by:
 
a)         (1) at a general meeting of the members of the CIO in accordance with clause 11 (meetings of members) of which not less than 14 days’ notice has been given to those eligible to attend and vote by resolution passed by 75% majority of those voting, or

            (2) by resolution passed by a decision taken without a vote and without any    
           expression of dissent in response to the question put to the general meeting, or

b)         by resolution agreed in writing by all members of the CIO.

ii)            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 or similar to those of the CIO.  
 
iii)           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 their application to the Commission:
 
1)            a copy of their Resolution passed by members of the CIO;

2)            a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full;

3)            a statement by the charity trustees setting out the ways in which any property of the CIO which has been or is to be applied prior to its dissolution in accordance with its Constitution.
 
b)            the charity trustees must assure 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 is not privy to the application.

iv)           If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution regulations must be followed.

30.         Interpretation:

            In this Constitution, connected person means:

a)            a child, parent, grandchild, grandparent, brother, sister of the charity trustee;

b)            the spouse, civil partner of the charity trustee or any person falling within sub-clause (a) above;

c)            a person carrying on business in partnership with the charity trustee or with any person falling within sub-clauses (a) or (b);

d)            an institution which is controlled:
 
i)             by the charity trustee or any connected person falling within sub-clauses (a) (b) or (c).

ii)            by two or more of the 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 such an interest, or

ii)            two or more persons falling within sub-clause (e) (i) who when together have a substantial interest.   
 
Section 118 of the Charities Act 2011 applies for the purposes of interpretation of the terms used in this Constitution.

 

End.

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