Resolution to Amend Constitution (Charity Commission Consent Needed): Association Charitable Incorporated Organisation (CIO)

The way in which a charity set up in incorporated form as a Charitable Incorporated Organisation (CIO) can amend its constitution is set out in the Charities Act 2011.

This template, Resolution to Amend Constitution (Charity Commission Consent Needed): Association Charitable Incorporated Organisation (CIO), is a set of minutes that you can use when the trustees of your CIO wish to initiate the process of amending the charity’s constitution.

This template is suitable where the CIO is set up as an “Association” model CIO (as opposed to a “Foundation” model), i.e., there are one or more members who are not trustees.

The trustees must first propose the amendments and then call a subsequent general meeting of the members of the CIO. The members’ meeting then resolves to make those amendments.

This set of minutes is drafted on the assumption that one or more of the proposed changes fall within any of the types of changes listed in Section 226(2) of the Charities Act 2011. In such cases, you will need the consent of the Charity Commission to make the proposed changes.

After a resolution to amend the constitution has been passed at the members’ meeting held following this trustees’ meeting, a copy of the amended constitution must be sent to the Charity Commission seeking its consent to the changes. If and when the Commission gives its consent, the charity can then formally adopt the revised constitution.

The numbered references in the template minutes to particular Articles of the constitution assume that the constitution is in the form of the Constitution for a CIO with Voting Members Other Than Its Trustees (‘Association’ model), which you can find here. Those references correspond to particular Articles in that form of constitution. If the constitution is not in that precise form, you will need to adapt the references in the template minutes as necessary.

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