Constitution

Members can access Society policies, procedures and other governance materials, including the minutes of AGMs in the Resources section.

DATED 25 JULY 2023

CONSTITUTION OF A CHARITABLE INCORPORATED ORGANISATION
WITH VOTING MEMBERS OTHER THAN ITS CHARITY TRUSTEES

SOCIETY OF BOOKBINDERS

(“Association” model constitution)

Date of constitution (last amended): 25 July 2023

Name

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

National location of principal office

The CIO must have a principal office in England or Wales. The principal office of the CIO is in England.

Objects

The objects of the CIO are to advance education in the craft of Bookbinding for the public benefit via,
but not limited, to a series of lectures, workshops, events and publications.

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.

Powers

The CIO has power to do anything which is calculated to further its objects or is conducive or incidental
to doing so. In particular, the CIO has power to:

4.1  provide regional and national workshops, an annual Seminar or conference, competitions and
exhibitions, educational films and pamphlets, newsletters and a journal.

4.2  collaborate with practitioners of allied arts and crafts such as letterpress printers, book artists,
printmakers, papermakers, paper marblers, booksellers, small publishers, conservators,
librarians and educators.

4.3  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;

4.4  buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and
equip it for use;

4.5  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;

4.6  employ and remunerate such staff as are necessary for carrying out the work of the CIO. The
CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so
by clause 6 (Benefits and payments to charity trustees and connected persons) and provided
it complies with the conditions of those clauses;

4.7  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

5.1 The income and property of the CIO must be applied solely towards the promotion of the
objects.

5.1.1  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.

5.1.2  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.

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5.2  None of the income or property of the CIO may be paid or transferred directly or indirectly by
way of dividend, bonus or otherwise by way of profit to any member of the CIO. This does not
prevent a member who is not also a charity trustee receiving:

5.2.1  a benefit from the CIO as a beneficiary of a CIO;

5.2.2  reasonable and proper remuneration for any goods or services supplied to the CIO.

5.3  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

6.1  General provisions

No charity trustee or connected person may:

6.1.1  buy or receive any goods or services from the CIO on terms preferential to those
applicable to members of the public;

6.1.2  sell goods, services or any interest in land to the CIO;

6.1.3  be employed by, or receive any remuneration from, the CIO;

6.1.4  receive any other financial benefit from the CIO;

unless the payment or benefit is permitted by sub-clause 6.2 of this clause or authorised by the
court or the Charity Commission (“the Commission”). In this clause, a “financial benefit” means
a benefit, direct or indirect, which is either money or has a monetary value.

6.2  Scope and powers permitting trustees’ or connected persons’ benefits

6.2.1  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.

6.2.2  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.

6.2.3  Subject to sub-clause 6.3 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.

6.2.4  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).

6.2.5  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.

6.2.6  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.

6.3  Payment for supply of goods only – controls

The CIO and its charity trustees may only rely upon the authority provided by sub-clause 6.2.3
of this clause if each of the following conditions is satisfied:

6.3.1  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”).

6.3.2  The amount or maximum amount of the payment for the goods does not exceed what

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is reasonable in the circumstances for the supply of the goods in question.

6.3.3  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.

6.3.4  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.

6.3.5  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.

6.3.6  The reason for their decision is recorded by the charity trustees in the minute book.

6.3.7  A majority of the charity trustees then in office are not in receipt of remuneration or

payments authorised by clause 6.

6.4 In sub-clauses 6.2 and 6.3 of this clause:

6.4.1  “the CIO” includes any company in which the CIO:

holds more than 50% of the shares; or

controls more than 50% of the voting rights attached to the shares; or
has the right to appoint one or more directors to the board of the
company;

6.4.2  “connected person” includes any person within the definition set out in clause 30
(Interpretation).

Conflicts of interest and conflicts of loyalty

A charity trustee must:

7.1  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

7.2  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.

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.

Membership of the CIO

9.1 Admission of new members
9.1.1 Eligibility

Membership of the CIO is open to anyone who is interested in furthering its purposes, and who,
by applying for membership has indicated his, her or its agreement to become a member and
acceptance of the duty of members set out in sub-clause 9.3 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.

9.1.2 Admission procedure

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The charity trustees:

may require applications for membership to be made in any reasonable
way that they decide;

shall, if they approve an application for membership, notify the applicant
of their decision within 21 days;

may refuse an application for membership if they believe that it is in the
best interests of the CIO for them to do so;

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

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

9.2 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.

9.3 Duty of members

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

9.4  Termination of membership

Membership of the CIO comes to an end if:

9.4.1  the member dies or in the case of an organisation (or the representative of an
organisation) that organisation ceases to exist; or

9.4.2  the member sends a notice of resignation to the charity trustees; or

9.4.3  any sum of money owed by the member to the CIO is not paid in full within six months

of its falling due; or

9.4.4  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.

Before the charity trustees take any decision to remove someone from membership of the CIO
they must:

9.4.5  inform the member of the reasons why it is proposed to remove him, her or it from
membership;

9.4.6  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;

9.4.7  at a duly constituted meeting of the charity trustees, consider whether or not the
member should be removed from membership;

9.4.8  consider at that meeting any representations which the member makes as to why the
member should not be removed; and

9.4.9  allow the member or member’s representative to make those representations in
person at that meeting, if the member so chooses.

9.5  Membership fees

The CIO may require members to pay reasonable membership fees to the CIO.
9.6 Informal or associate (non-voting) membership

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9.6.1  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.

9.6.2  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.

Membership decisions

10.1  General Provisions

Except for those decisions that must be taken in a particular way as indicated in sub-clause
10.4 of this clause, decisions of the members of the CIO may be taken either by vote at a
general meeting as provided in sub-clause 10.2 of this clause or by written resolution as
provided in sub-clause 10.3 of this clause.

10.2  Taking ordinary decisions by vote

Subject to sub-clause 10.4 of this clause any decision of the members of the CIO may be taken
by means of a resolution at a general meeting. Such a resolution may be passed by a simple
majority of votes cast at the meeting.

10.3  Taking ordinary decisions by written resolution without a general meeting

10.3.1  Subject to clause 10.4 of this clause a resolution in writing agreed by a simple majority
of all the members who would have been entitled to vote upon it had it been proposed
at a general meeting shall be effective, provided that:

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

a simple 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 (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.

10.3.2  The resolution in writing may comprise several copies to which one or more members
has signified their agreement.

10.3.3  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 10.3.1
above.

10.3.4  Not less than 10% of the members of the CIO may request the charity trustees to make
a proposal for decision by the members.

10.3.5  The charity trustees must within 21 days of receiving such a 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 the members; and

effect can lawfully be given to the proposal if it is so agreed.

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10.3.6 Sub-clauses 10.3.1 to 10.3.3 of this clause apply to a proposal made at the request of
members.

10.4 Decisions that must be taken in a particular way

10.4.1  Any decision to remove a trustee must be taken in accordance with clause 15.2.

10.4.2  Any decision to amend this constitution must be taken in accordance with clause 28

of this constitution (Amendment of constitution).

10.4.3  Any decision to wind up or dissolve the CIO must be taken in accordance with clause

29 of this constitution (Voluntary winding up or dissolution). Any decision to
amalgamate or transfer the undertaking of the CIO to one or more other CIOs must be
taken in accordance with the provisions of the Charities Act 2011.

General meetings of members

11.1  Type of general meeting

There must be an annual general meeting (AGM) of the members of the CIO. The first AGM
must be held within 18 months of the registration of the CIO and subsequent AGMs must be
held at intervals of not more than 15 months. The AGM must receive the annual statement of
accounts (duly audited or examined where applicable) and the trustees’ annual report and must
elect trustees as required under clause 13.

Other general meetings of the members of the CIO may be held at any time.

All general meetings must be held in accordance with the following provisions.

11.2  Calling general meetings

11.2.1  The charity trustees:

must call the annual general meeting of the members of the CIO in
accordance with sub-clause 11.1 of this clause and identify it as such in
the notice of the meeting; and

may call any other general meeting of the members at any time.

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

they receive a request to do so from at least 10% of the members of the
CIO; and

the request states the general nature of the business to be dealt with at
the meeting and is authenticated by the member(s) making the request.

11.2.3  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 11.2.2.1 of this clause
shall have effect as if 5% were substituted for 10%.

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

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

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

11.2.7  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.

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11.3 Notice

of general meetings

11.2.8  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.

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

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

11.3.2  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
11.3.1 of this clause have not been met. This sub-clause does not apply where a
specified period of notice is strictly required by another clause in this constitution, by
the Charities Act 2011 or by the General Regulations.

11.3.3  The notice of any general meeting must:

state the time and date of the meeting;

give the address at which the meeting is to take place;

give particulars of any resolution which is to be moved at the meeting and
of the general nature of any other business to be dealt with at the meeting;
and

if a proposal to alter the constitution of the CIO is to be considered at the
meeting include the text of the proposed alteration;

include with the notice for the AGM the annual statement of accounts and
trustees’ annual report, details of persons standing for election or re-
election as trustee or where allowed under clause 22 (Use of electronic
communication) details of where the information may be found on the
CIO’s website

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

The proceedings of a meeting shall not be invalidated because a member
who was entitled to receive notice of the meeting did not receive it
because of accidental omission by the CIO.

11.4  Chairing of general meetings

The Chair of the Society shall, if present at the general meeting and willing to act, preside as
Chair of the meeting. Subject to that the members of the CIO who are present at a general
meeting shall elect a Chair to preside at the meeting.

11.5  Quorum at general meetings

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

11.5.2 Subject to the following provisions the quorum for general meetings shall be the
greater of 5% or three members. An organisation represented by a person present at
the meeting in accordance with sub-clause 11.7 of this clause is counted as being
present in person.

11.5.3 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,

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11.6 Voting

at general meetings

the meeting is closed.

11.5.4  If the meeting has been called in any other way and a quorum is not present within 15

minutes of the starting time specified in the notice of the meeting the Chair must
adjourn the meeting. The date, time and place at which the meeting will resume must
either be announced by the Chair or be notified to the CIO’s members at least seven
clear days before the date on which it will resume.

11.5.5  If a quorum is not present within 15 minutes of the start time of the adjourned meeting
the member or members present at the meeting constitute a quorum.

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

11.6.1  Any decision other than one falling within clause 10.4 (Decisions that must be taken
in a particular way) shall be taken by a simple majority of votes cast at the meeting.
Every member has one vote unless otherwise provided in the rights of a particular
class of membership under this constitution.

11.6.2  A resolution put to the vote of a meeting shall be decided on a show of hands.

11.6.3  In the event of an equality of votes, the Chair of the meeting shall have a second or
casting vote.

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

11.7  Representation of organisations and corporate members

An organisation or a corporate body that 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.

The representative is entitled to exercise the same powers on behalf of the organisation or
corporate body as the organisation or corporate body could exercise as an individual member
of the CIO.

11.8  Adjournment of meetings

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

Charity trustees

12.1 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:

12.1.1  to exercise his or her powers and to perform his or her functions as a trustee of the
CIO in the way he or she decides in good faith would be most likely to further the
purposes of the CIO; and

12.1.2  to exercise, in the performance of those functions, such care and skill as is reasonable
in the circumstances having regard in particular to:

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any special knowledge or experience that he or she has or holds himself
or herself out as having; and

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.

12.2  Eligibility for trusteeship

12.2.1  Every charity trustee must be a natural person.

12.2.2  No one may be appointed as a charity trustee:

if he or she is under the age of 16 years; or

if he or she would automatically cease to hold office under the provisions
of clause 15.1.6.

12.2.3  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.

12.3  Number of charity trustees

12.3.1  There should be not less than three nor more than six elected trustees, elected by the
members of the CIO at the AGM and / or in accordance with clause 13.1 (the ‘Elected
Charity Trustees’).

12.3.2  The Chair of the Society shall be an ex-officio trustee.

12.3.3  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.

12.3.4  The maximum number of charity trustees that can be appointed is seven (i.e., the six

Elected Charity Trustees plus the ex-officio trustee). No trustee appointment may be
made in excess of this maximum number.

12.4  First charity trustees

The first charity trustees are:

David William Brown;
Rosemary Jill Sellars;
George Derek Davidson;
Mary Asiedu;

Michael John Kelly.

For the avoidance of doubt, the individuals named above are the persons who are, at the date
of incorporation of the CIO, the charity trustees of the unincorporated charity known as Society
of Bookbinders (charity number 1032108). All these shall be deemed to be Elected Charity
Trustees.

Appointment of charity trustees

13.1 Elected Charity Trustees

13.1.1  At the first annual general meeting of the members of the CIO all the Elected Charity
Trustees shall retire from office.

13.1.2  At every subsequent annual general meeting of the members of the CIO one-third of
the Elected Charity Trustees shall retire from office. If the number of Elected 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 Elected Charity Trustee he or she shall retire.

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13.1.3  The charity trustees to retire by rotation shall be those who have been longest in office
since their last appointment or reappointment. If any trustees were last appointed or
reappointed on the same day those to retire shall (unless they otherwise agree among
themselves) be determined by lot.

13.1.4  The vacancies so arising may be filled by the decision of the members at the annual
general meeting; any vacancies not filled at the annual general meeting may be filled
as provided in sub-clause 13.1.5 of this clause.

13.1.5  The members or the charity trustees may at any time decide to appoint a new charity
trustee whether in place of a charity trustee who has retired or been removed in
accordance with clause 15 (Retirement and removal of charity trustees) or as an
additional charity trustee provided that the limit specified in clause 12.3 on the number
of charity trustees would not as a result be exceeded.

13.1.6  A person so appointed by the members of the CIO shall retire in accordance with the
provisions of sub-clauses 13.1.2 and 13.1.3 of this clause. A person so appointed by
the charity trustees shall retire at the conclusion of the annual general meeting next
following the date of his appointment and shall not be counted for the purpose of
determining which of the charity trustees is to retire by rotation at that meeting.

13.2 Ex officio Trustee

13.2.1  The Chair of the Society for the time being (“the office holder”) shall automatically by
virtue of holding that office (“ex-officio”) be a charity trustee.

13.2.2  The Chair of the Society shall be elected by the members of the CIO at the AGM for a
term of 3 years.

13.2.3  If unwilling to act as a charity trustee, the office holder may:

before accepting appointment as a charity trustee, give notice in writing
to the trustees of his or her unwillingness to act in that capacity; or

after accepting appointment as a charity trustee, resign under the
provisions contained in clause 15 (Retirement and removal of charity
trustees).

The office of ex officio charity trustee will then remain vacant until the office holder
ceases to hold office.

Information for new charity trustees

The charity trustees will make available to each new charity trustee, on or before his or her appointment:

14.1  a copy of this constitution and any amendments made to it; and

14.2  a copy of the CIO’s latest Trustees’ Annual Report and statement of accounts.

Retirement and removal of charity trustees

15.1 A charity trustee ceases to hold office if he or she:

15.1.1  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);

15.1.2  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;

15.1.3  dies;

15.1.4  becomes incapable by reason of mental disorder, illness or injury or managing and

administering his or her own affairs;

15.1.5  is removed by the members of the CIO in accordance with sub-clause 15.2 of this

clause; or

15.1.6  is disqualified from acting as a charity trustee by virtue of sections 178-180 of the

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Charities Act 2011 (or any statutory re-enactment or modification of that provision).

15.2  An Elected Charity Trustee shall be removed from office if a resolution to remove that trustee
is proposed at a general meeting of the members called for that purpose and properly convened
in accordance with clause 11 and the resolution is passed by a two-thirds majority of votes cast
at the meeting.

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

Reappointment of charity trustees

Any person who retires as a charity trustee by rotation or by giving notice to the CIO is eligible for
reappointment. A charity trustee who has served for three consecutive terms may not be reappointed
for a fourth consecutive term but may be reappointed after an interval of at least three years.

Taking of decisions by charity trustees

Any decision may be taken either:

17.1  at a meeting of the charity trustees; or

17.2  by resolution in writing or electronic form agreed by 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 each of which one or more charity trustees has signified their agreement. Such
a resolution shall be effective provided that:

17.2.1  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

17.2.2  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

18.1  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.

18.2  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:

18.2.1  a committee may consist of two or more persons, but at least one member of each
committee must be a charity trustee;

18.2.2  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

18.2.3  the charity trustees shall from time to time review the arrangements which they have
made for the delegation of their powers.

Meetings and proceedings of charity trustees

19.1 Calling meetings

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19.1.1  Any charity trustee may call a meeting of the charity trustees.

19.1.2  Subject to that, the charity trustees shall decide how their meetings are to be called,

and what notice is required.

19.2  Chairing of meetings

The Chair of the Society shall chair all meetings of the charity trustees. If the Chair of the
Society 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.

19.3  Procedure at meetings

19.3.1  No decision shall be taken at a meeting unless a quorum is present at the time when
the decision is taken. The quorum is three 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.

19.3.2  Questions arising at a meeting shall be decided by a majority of those eligible to vote.

19.3.3  In the case of an equality of votes, the Chair shall have a second or casting vote
(provided that where the Chair is the Chair of the Society, the Chair of the Society is
acting as a charity trustee and has not resigned (or otherwise) as a charity trustee in

accordance with clause 13.2.3).

19.4  Participation in meetings by electronic means

19.4.1  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

19.4.2  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.

19.4.3  Meetings held by electronic means must comply with rules for meetings, including
chairing and the taking of minutes.

Saving provisions

20.1  Subject to sub-clause 20.2 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:

20.1.1  who was disqualified from holding office;

20.1.2  who had previously retired or who had been obliged by the constitution to vacate office;

20.1.3  who was not entitled to vote on the matter, whether by reason of conflict of interest or

otherwise;

20.1.4  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.

20.2  Sub-clause 20.1 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 20.1 the resolution would have been void, or if the charity trustee
has not complied with clause 7 (Conflicts of interest).

Execution of documents

21.1  The CIO shall execute documents by signature.

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

Use of electronic communications

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22.1  General

The CIO will comply with the requirements of the Communications Provisions in the General
Regulations and in particular:

22.1.1  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;

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

22.2  To the CIO

Any member or charity trustee of the CIO may communicate electronically with the CIO to an
address specified by the CIO for the purpose, so long as the communication is authenticated
in a manner which is satisfactory to the CIO.

22.3  By the CIO

22.3.1  Any member or charity trustee of the CIO, by providing the CIO with his or her email
address or similar, is taken to have agreed to receive communications from the CIO
in electronic form at that address, unless the member has indicated to the CIO his or
her unwillingness to receive such communications in that form.

22.3.2  The charity trustees may, subject to compliance with any legal requirements, by
means of publication on its website –

provide the members with the notice referred to in clause 11.3 (Notice of
general meetings);

give charity trustees notice of their meetings in accordance with clause
19.1 (Calling meetings); and

submit any proposal to the members or charity trustees for decision by
written resolution in accordance with the CIO’s powers under clause 10
(Members’ decisions) or 10.3 (Decisions taken by resolution in writing)

22.3.3  The charity trustees must:

take reasonable steps to ensure that members and charity trustees are
promptly notified of the publication of any such notice or proposal;

send any such notice or proposal in hard copy form to any member or
charity trustee who has not consented to receive communications in
electronic form.

Keeping of registers

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

Minutes

The charity trustees must keep minutes of all:

24.1  appointments of officers made by the charity trustees;

24.2  proceedings at general meetings of the CIO;

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24.3 meetings of the charity trustees and committees of charity trustees, including:

24.3.1  the names of the trustees present at the meeting;

24.3.2  the decisions made at the meetings; and

24.3.3  where appropriate the reasons for the decisions;

24.4 decisions made by the charity trustees otherwise than in meetings.

Accounting records, accounts, annual reports and returns, register maintenance

25.1  The charity trustees must comply with the requirements of the Charities Act 2011 with regard
to the keeping of accounting records, to the preparation and scrutiny of statements of accounts
and to the preparation of annual reports and returns. The statements of accounts, reports and
returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10
months of the financial year end.

25.2  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.

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 byelaws must not be inconsistent with any provision of this constitution. Copies of any such rules or
byelaws currently in force must be made available to any member of the CIO on request.

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.

Amendment of constitution

As provided by sections 224-227 of the Charities Act 2011;

28.1  this constitution can only be amended:

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

28.1.2  by a resolution passed by a 75% majority of votes cast at a general meeting of the

members of the CIO.

28.2  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.

28.3  No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General
Regulations shall be valid.

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

Voluntary winding up or dissolution

29.1 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:

29.1.1 At a general meeting of the members of the CIO called in accordance with clause 11

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(Meetings of members), of which not less than 14 days’ notice has been given to those
eligible to attend and vote:

by a resolution passed by a 75% majority of those voting; or

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

29.1.2 By a resolution agreed in writing by all members of the CIO.

29.2  Subject to the payment of all the CIO’s debts:

29.2.1  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.

29.2.2  If the resolution does not contain such a provision, the charity trustees must decide
how any remaining assets of the CIO shall be applied.

29.2.3  In either case the remaining assets must be applied for charitable purposes the same
as or similar to those of the CIO.

29.3  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:

29.3.1  the charity trustees must send with their application to the Commission:

a copy of the resolution passed by the members of the CIO;

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

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;

29.3.2  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.

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

Interpretation

In this constitution:

“connected person” means:

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

30.2  the spouse or civil partner of the charity trustee or of any person falling within sub-clause 30.1
above

30.3  a person carrying on business in partnership with the charity trustee or with any person falling
within sub-clause 30.1 or 30.2 above;

30.4  an institution which is controlled:

30.4.1 by the charity trustee or any connected person falling within sub-clause 30.1, 30.2 or
30.3 above; or

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30.4.2 by two or more persons falling within sub-clause 30.4.1 when taken together
30.5 a body corporate in which:

30.5.1  the charity trustee or any connected person falling within sub-clauses 30.1 to 30.3 has
a substantial interest; or

30.5.2  two or more persons falling within sub-clause 30.5.1 who, when taken together, have
a substantial interest.

Section 118 of the Charities Act 2011 applies for the purposes of interpreting the terms used in this
constitution.

“General Regulations” means the Charitable Incorporated Organisation (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.

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