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CIO Meetings and Decisions

Use this section to record the decisions of the trustees and, where relevant, the members of a charitable incorporated organisation (CIO). A CIO's constitution sets out how its trustees meet and decide. The Charity Commission expects those decisions to be properly minuted.

How are trustee meetings and written resolutions recorded?

The Minutes of Board Meeting of CIO Trustees is a general template for an ordinary trustees' meeting. The Trustees' Approval by Written Resolution: CIO records a decision the trustees take in writing without meeting, where the constitution allows that.

Which specific trustee decisions are covered?

The CIO Board Minutes: Adoption of new policy or procedure is a general form for approving any new policy. The CIO Board Minutes: Code of Conduct for Charity Trustees and the Board Minutes - Charitable Incorporated Organisation (CIO) Approval of a Business Continuity Plan record the adoption of those particular policies. The Board Minutes – Appointment by CIO Trustees of a Committee records the setting up of a committee and the Trustees' delegation of signing authority (CIO) records who may sign on the charity's behalf.

What decisions do CIO members make?

Some matters, such as amending the constitution, are for the CIO's members rather than its trustees. The Ordinary Resolution in Writing of CIO Members allows the members to pass an ordinary resolution in writing instead of at a general meeting, where the constitution permits it. The resolutions for amending the constitution itself are in the Changing a CIO Governing Document section.

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Frequently Asked Questions

Do CIO trustees have to keep minutes of their meetings? +
Yes. A CIO's constitution, including the Charity Commission's model forms most CIOs use, requires minutes of trustee meetings, and the Commission expects decision records from every charity in any case. Unlike a charitable company there is no Companies House dimension, the CIO answers to the Commission alone, but that makes your own minute book the sole formal record of governance. The CIO meeting minutes and decision-specific templates here keep it complete.
Can CIO trustees pass a written resolution without holding a meeting? +
If the constitution allows it, yes. The Commission's model constitutions permit trustee decisions taken outside meetings, commonly requiring agreement of all eligible trustees, and your own constitution's wording controls the exact mechanics. Use the written route for single, well-defined decisions and keep contested matters in minuted meetings. The Trustees' Approval by Written Resolution: CIO template here is drafted to sit alongside the model constitution provisions.
How is recording decisions in a CIO different from a charitable company? +
Simpler in form, identical in discipline. A charitable company owes minute-keeping duties under the Companies Act with ten year retention and files at Companies House; a CIO's obligations come from its constitution and Charity Commission expectations only. But the governance function is the same: evidencing that trustees complied with their duties. If you converted from a company to a CIO, keep the old company minute book too. The templates here mirror the company versions, adapted to CIO terminology.
Can a CIO board delegate to a committee or authorise someone to sign documents? +
Yes, where the constitution permits, and the model constitutions do. Record the delegation properly: a minute appointing the committee with terms of reference, or a delegation of signing authority with named individuals and limits. Trustees keep collective responsibility for delegated matters and should require reporting back. Practical point: banks and counterparties often ask a CIO for evidence of signing authority, and the minute is that evidence. Both templates are in this section.
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