ARTICLES OF GOVERNANCE
LE CIEL FOUNDATION ‘Foundation’ Constitution of a Charitable Incorporated Organisation Date of Constitution: [•] (21 January 2019) 1. Name The name of the Charitable Incorporated Organisation (the “CIO”) is LE CIEL FOUNDATION. 2. 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. 3. Objects The objects of the CIO are: 3.1 to promote the conservation, protection and improvement of the physical and natural environment in which indigenous people live 3.2 to promote the conservation, protection and preservation of indigenous people’s culture heritage and traditional knowledge; 3.3 to promote arts and culture in particular through, but not limited to, the production and public exhibition of artworks inspired by the environment, nature and indigenous cultures 4. Powers To further its objects the CIO may: 4.1 provide and assist in the provision of money, materials or other help; 4.2 organise and assist in the provision of conferences, courses of instruction, exhibitions, lectures and other educational activities; 4.3 publish, distribute, procure the creation of or instruct third parties to create books, pamphlets, reports, leaflets, journals, films, tapes and instructional matter on any medium; 4.4 promote, encourage, carry out or commission research, surveys, studies or other work, making the useful results available; 4.5 provide or procure the provision of counselling and guidance; 4.6 provide or procure the provision of advice; 4.7 enter into contracts to provide services to or on behalf of other bodies; 4.8 acquire or rent any property of any kind and any rights or privileges in and over property and construct, maintain, alter and equip any buildings or facilities; 4.9 dispose of or deal with all or any of its property with or without payment and subject to such conditions as the charity trustees think fit; 4.10 borrow or raise and secure the payment of money for any purpose including for the purposes of investment or of raising funds, including charging property as security for the repayment of money borrowed or as security for a grant or the discharge of an obligation; 4.11 set aside funds for special purposes or as reserves against future expenditure; 4.12 invest the CIO’s money not immediately required for its objects in or upon any investments, securities, or property; 4.13 arrange for investments or other property of the CIO to be held in the name of a nominee or nominees and pay any reasonable fee required; 4.14 lend money and give credit to, take security for such loans or credit and guarantee or give security for the performance of contracts by any person or company; 4.15 open and operate bank accounts and other facilities for banking and draw, accept, endorse, issue or execute promissory notes, bills of exchange, cheques and other instruments; 4.16 accept (or disclaim) gifts of money and any other property; 4.17 raise funds by way of subscription, donation or otherwise; 4.18 trade in the course of carrying out the objects of the CIO and carry on any other trade which is not expected to give rise to taxable profits; 4.19 incorporate and acquire subsidiary bodies to carry on any trade; 4.20 subject to clause 6 (Benefits and payments to charity trustees and connected persons): (a) engage and pay employees, consultants and professional or other advisers; and (b) make reasonable provision for the payment of pensions and other retirement benefits to or on behalf of employees and their spouses and dependants; 4.21 establish and support or aid in the establishment and support of any other organisations and subscribe, lend or guarantee money or property; 4.22 become a member, associate or affiliate of or act as director or appoint directors of any other organisation; 4.23 impose restrictions, which may be revocable or irrevocable, on the use of any property of the CIO; 4.24 co-operate with charities, voluntary bodies, not-for-profit bodies, statutory authorities and other bodies and exchange information and advice with them; 4.25 pay out of the funds of the CIO the costs of forming and registering the CIO; 4.26 insure the property of the CIO against any foreseeable risk and take out other insurance policies as are considered necessary by the trustees to protect the CIO; 4.27 provide indemnity insurance for the trustees or any other member of the CIO; 4.28 engage any third party to carry out any of the items described in clauses 4.1 to 4.27, to the extent that it is felt that it is in the best interests of the CIO that these items are carried out by a third party; and 4.29 do all such other lawful things as may further the CIO’s objects. 5. Application of income and property 5.1 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. 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. 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. 6. Benefits and payments to charity trustees and connected persons General provisions 6.1 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 clause 6.2 – 6.7 or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value. Scope and powers permitting to trustees’ or connected persons’ benefits 6.2 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. 6.3 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. 6.4 Subject to clause 6.8 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. 6.5 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). 6.6 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. 6.7 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. Payment for supply of goods only – controls 6.8 The CIO and its charity trustees may only rely upon the authority provided by clause 6.4 if each of the following conditions is satisfied: (a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”). (b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question. (c) The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so. (d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO. (e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting. (f) The reason for their decision is recorded by the charity trustees in the minute book. (g) A majority of the charity trustees then in office are not in receipt of remuneration or payments authorised by clause 6. 6.9 In clauses 6.2 to 6.8: (a) “the CIO” includes any company in which the CIO: (i) holds more than 50% of the shares; or (ii) controls more than 50% of the voting rights attached to the shares; or (iii) has the right to appoint one or more directors to the board of the company; (b) “connected person” includes any person within the definition set out in clause 30 (Interpretation). 7. Conflicts of interest Declaration of Interests 7.1 Unless clause 7.3 applies, a charity trustee must declare the nature and extent of: (a) any direct or indirect interest which he or she has in a proposed transaction or arrangement with the CIO; and (b) any duty or any direct or indirect interest which he or she has which conflicts or may conflict with the interests of the CIO or his or her duties to the CIO. 7.2 There is no need to declare any interest or duty of which the other charity trustee are, or ought reasonably to be, already aware. Participation in Decision Making 7.3 If a charity trustee’s interest or duty cannot reasonably be regarded as likely to give rise to a conflict of interest or a conflict of duties with or in respect of the CIO, he or she is entitled to participate in the decision-making process, to be counted in the quorum and to vote in relation to the matter. Any uncertainty about whether a charity trustee’s interest or duty is likely to give rise to a conflict shall be determined by a majority decision of the other charity trustees taking part in the decision-making process. 7.4 If a charity trustee’s interest or duty gives rise (or could reasonably be regarded as likely to give rise) to a conflict of interest or a conflict of duties with or in respect of the CIO, he or she may participate in the decision-making process and may be counted in the quorum and vote unless: (a) the decision could result in the charity trustee or any person who is Connected with him or her receiving a benefit other than: (i) any benefit received in his, her or its capacity as a beneficiary of the CIO (as permitted under clause 6) and which is available generally to the beneficiaries of the CIO; (ii) the payment of premiums in respect of indemnity insurance effected in accordance with clause 4.28; and (iii) reimbursement of expenses in accordance with clause 5.1(a); or (b) a majority of the other charity trustees participating in the decision-making process decide to the contrary; in which case he or she must comply with clause 7.5. 7.5 If a charity trustee with a conflict of interest or conflict of duties is required to comply with this clause 7.5, he or she must: (a) take part in the decision-making process only to such extent as in the view of the other charity trustees is necessary to inform the debate; (b) not be counted in the quorum for that part of the process; and (c) withdraw during the vote and have no vote on the matter. Continuing duties to the Company 7.6 Where a charity trustee has a conflict of interest or conflict of duties and the charity trustee has complied with his or her obligations under clause 7.1 to 7.5 in respect of that conflict: (a) the charity trustee shall not be in breach of his or her duties to the CIO by withholding confidential information from the CIO if to disclose it would result in a breach of any other duty or obligation of confidence owed by him or her; and (b) the charity trustee shall not be accountable to the CIO for any benefit expressly permitted in this constitution which he or she or any person Connected with him or her derives from any matter or from any office, employment or position. 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. Charity Trustees Functions and duties of charity trustees 9.1 The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee: (a) to exercise his or her powers and to perform his or her functions in his or her capacity as a trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and (b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to: (i) any special knowledge or experience that he or she has or holds himself or herself out as having; and, (ii) if he or she acts as a charity trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession. Eligibility for trusteeship 9.2 Every charity trustee must be a natural person. 9.3 No individual may be appointed as a charity trustee of the CIO: (a) if he or she is under the age of 18 years; or (b) if he or she would automatically cease to hold office under the provisions of clause 12.1(e). 9.4 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. Number of charity Trustees 9.5 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. 9.6 There is no maximum number of charity trustees that may be appointed to the CIO. First charity trustees 9.7 The first charity trustees are as follows – (a) Jessie Balfour-Lynn (b) Sebastian Curtis (c) Sam Evitt (d) Peter Giblin (e) Olivier Girard (f) Nina Louisa Martens (g) Sophie Monpeyssen (h) Maciej Sedlak 10. Appointment of charity trustees 10.1 Apart from the first charity trustees, every trustee must be appointed by a resolution passed at a properly convened meeting of the charity trustees. 10.2 In selecting individuals for appointment as appointed charity trustees, the charity trustees must have regard to the skills, knowledge and experience needed for the effective administration of the CIO. 11. Information for new charity trustees 11.1 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. 12. Retirement and removal of charity trustees 12.1 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 three consecutive meetings of the trustees and the trustees resolve that his or her office be vacated; (c) dies; (d) in the written opinion, given to the company, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a director and may remain so for more than three months; (e) at a meeting of the charity trustees at which at least half of the charity trustees are present, a resolution is passed that he or she be removed from office. Such a resolution shall not be passed unless he or she has been given at least 14 clear days’ notice that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been afforded a reasonable opportunity of either (at his or her option) being heard by or of making written representations to the charity trustees; (f) is disqualified from acting as a charity trustee by virtue of sections 178 to 180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision). 12.2 Any person retiring as a charity trustee is eligible for reappointment. 13. Patrons The charity trustees may appoint and remove any individual(s) as patron(s) of the CIO on such terms as they shall think fit. A patron (if not a member) shall have the right to be given notice of, to attend and speak (but not vote) at any general meeting of the CIO and shall also have the right to receive accounts of the CIO when available to members. 14. Taking of decisions by charity trustees 14.1 Any decision may be taken either: (a) at a meeting of the charity trustees agreed by a majority; or (b) by resolution in writing or electronic form agreed unanimously 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 which the majority of all of the charity trustees has signified their agreement. Such a resolution shall be effective provided that: (c) 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 (d) 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. 14.2 On a vote on a resolution at a general meeting, each charity trustee (whether present in person or voting by proxy) shall have one vote each. 15. Delegation by charity trustees 15.1 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. 15.2 This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements: (a) a committee may consist of two or more persons, but at least one member of each committee must be a charity trustee; (b) the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and (c) the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers. 15.3 The charity trustees may by power of attorney or otherwise appoint any person to be the agent of the Company for such purposes and on such conditions as they determine. Committees 15.4 In the case of delegation to committees: (a) the resolution making the delegation must specify those who shall serve or be asked to serve on the committee (although the resolution may allow the committee to make co-options up to a specified number); (b) the composition of any committee shall be entirely in the discretion of the charity trustees and may include such of their number (if any) as the resolution may specify; (c) the deliberations of any committee must be reported regularly to the charity trustees and any resolution passed or decision taken by any committee must be reported promptly to the charity trustees and every committee must appoint a secretary for that purpose; (d) the charity trustees may make such regulations and impose such terms and conditions and give such mandates to any committee as they may from time to time think fit; and (e) no committee shall knowingly incur expenditure or liability on behalf of the charity trustees except where authorised by the charity trustees or in accordance with a budget which has been approved by the charity trustees. 15.5 The meetings and proceedings of any committee shall be governed by the constitution regulating the meetings and proceedings of the charity trustees so far as they apply and are not superseded by any regulations made by the charity trustees. Delegation of day to day management powers 15.6 In the case of delegation of the day to day management of the Company to a chief executive or other manager or managers: (a) the delegated power shall be to manage the Company by implementing the policy and strategy adopted by and within a budget approved by the Directors and (if applicable) to advise the Directors in relation to such policy, strategy and budget; (b) the Directors shall provide any manager with a description of his or her role and the extent of his or her authority; and (c) any manager must report regularly to the Directors on the activities undertaken in managing the Company and provide them regularly with management accounts which are sufficient to explain the financial position of the Company. 16. Meeting of charity trustees Calling meetings 16.1 Any two charity trustees may call a meeting of the charity trustees. 16.2 Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required. Chairing of meetings 16.3 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. Procedure at meetings 16.4 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. 16.5 Questions arising at a meeting shall be decided by a majority of those eligible to vote. 16.6 In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote. Participation in meetings by electronic means 16.7 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. 16.8 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. 16.9 Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes. 17. Membership of the CIO 17.1 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. 17.2 Any member and charity trustee who ceases to be a charity trustee automatically ceases to be a member of the CIO. 18. Informal or associate (non-voting) membership 18.1 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. Such members have the right to speak at meetings. 18.2 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. 19. Decisions which must be made by the members of the CIO 19.1 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). 19.2 Decisions of the members may be made either: (a) by resolution at a general meeting; or (b) by resolution in writing, in accordance with clause 18.4. 19.3 Any decision specified in clause 19.1 must be made in accordance with the provisions of clause 30 (amendment of constitution), clause 31 (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. 19.4 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. 19.5 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. 20. General meetings of members Calling of general meetings of members 20.1 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 19 (Decisions which must be made by the members of the CIO). Notice of general meetings of members 20.2 The minimum period of notice required to hold a general meeting of the members of the CIO is 14 days. 20.3 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. 20.4 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. Procedure at general meetings of members 20.5 The provisions in clause 16 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. Proxy Voting 20.6 Any member of the CIO may appoint another person as a proxy to exercise all or any of that member’s rights to attend, speak and vote at a general meeting of the CIO. Proxies must be appointed by a notice in writing (a “proxy notice”) which: (a) states the name and address of the member appointing the proxy; (b) identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed; (c) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the CIO may determine; and (d) is delivered to the CIO in accordance with the constitution and any instructions contained in the notice of the general meeting to which they relate. 20.7 The CIO may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes. 20.8 Proxy notices may (but do not have to) specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions. 20.9 Unless a proxy notice indicates otherwise, it must be treated as: (a) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and (b) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself. 20.10 A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the CIO by or on behalf of that member. 20.11 An appointment under a proxy notice may be revoked by delivering to the CIO a notice in writing given by or on behalf of the member by whom or on whose behalf the proxy notice was given. 20.12 A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates. 20.13 If a proxy notice is not signed or authenticated by the member appointing the proxy, it must be accompanied by written evidence that the person who signed or authenticated it on that member’s behalf had authority to do so. 21. Saving provisions 21.1 Subject to clause 21.2, 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: (a) who was disqualified from holding office; (b) who had previously retired or who had been obliged by the constitution to vacate office; (c) 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. 21.2 Clause 21.1 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 clause 21.1, the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest). 22. Execution of documents 22.1 The CIO shall execute documents either by signature or by affixing its seal (if it has one) 22.2 A document is validly executed by signature if it is signed by at least two of the charity trustees. 22.3 If the CIO has a seal: (a) it must comply with the provisions of the General Regulations; and (b) the seal must only be used by the authority of the charity trustees or of a committee of charity trustees duly authorised by the charity trustees. The charity trustees may determine who shall sign any document to which the seal is affixed and unless otherwise so determined it shall be signed by two charity trustees. 23. Use of electronic communications 23.1 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. To the CIO 23.2 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. By the CIO 23.3 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. 23.4 The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website: (a) provide the members with the notice referred to in clause 20.2 – 20.4 (Notice of general meetings); (b) give charity trustees notice of their meetings in accordance with clause 16.1 – 16.2 (Calling meetings); and (c) submit any proposal to the members or charity trustees for decision by written resolution or postal vote in accordance with the CIO’s powers under clause 19 (Members’ decisions). 23.5 The charity trustees must – (a) take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal; and (b) 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. 24. 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. 25. Minutes 25.1 The charity trustees must keep minutes of all: (a) appointments of officers made by the charity trustees; (b) proceedings at general meetings of the CIO, including the names of the Directors present at each such meeting; (c) meetings of the charity trustees and committees of charity trustees including: (i) the names of the trustees present at the meeting; (ii) the decisions made at the meetings; and (iii) where appropriate the reasons for the decisions; (d) decisions made by the charity trustees otherwise than in meetings. 26. Accounting records, accounts, annual reports and returns, register maintenance 26.1 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. 26.2 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. 27. Rules The charity trustees may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request. 28. 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. 29. Irregularities The proceedings at any meeting or on the taking of any poll or the passing of a written resolution or the making of any decision shall not be invalidated by reason of any accidental informality or irregularity (including any accidental omission to give or any non-receipt of notice) or any want of qualification in any of the persons present or voting or by reason of any business being considered which is not specified in the notice. 30. Amendment of constitution As provided by sections 224 to 227 of the Charities Act 2011: 30.1 This constitution can only be amended: (a) by resolution agreed in writing by all members of the CIO; or (b) by a resolution passed by a 75% majority of those voting at a general meeting of the members of the CIO called in accordance with clause 19 (General meetings of members). 30.2 Any alteration of clause 3 (Objects), clause 31 (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. 30.3 No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid. 30.4 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. 31. Voluntary winding up or dissolution 31.1 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 20 (General meetings of members), of which not less than 14 days’ notice has been given to those eligible to attend and vote: (i) by a resolution passed by a 75% majority of those voting, or (ii) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or (b) by a resolution agreed in writing by all members of the CIO. 31.2 Subject to the payment of all the CIO’s debts: (a) Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied. (b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied. (c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO. 31.3 The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular: (a) the charity trustees must send with their application to the Commission: (i) a copy of the resolution passed by the members of the CIO; (ii) a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and (iii) a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution; (b) the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application. 31.4 If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed. 32. Interpretation In this constitution: 32.1 “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 clause 32.1(a) above; (c) a person carrying on business in partnership with the charity trustee or with any person falling within clause 32.1(a) or (b) above; (d) an institution which is controlled – (i) by the charity trustee or any connected person falling within clause 32.1(a) to (c) above; or (ii) by two or more persons falling within clause 32.1(d)(i), when taken together (e) a body corporate in which – (i) the charity trustee or any connected person falling within clause 32.1(a) to (c) has a substantial interest; or (ii) two or more persons falling within clause 32.1(e)(i) who, when taken together, have a substantial interest. Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution. 32.2 “General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012. 32.3 “Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012. 32.4 The “Communications Provisions” means the Communications Provisions in Part 10, Chapter 4 of the General Regulations. 32.5 “charity trustee” means a charity trustee of the CIO. 32.6 “clear days” means, in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect. 32.7 A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.
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