Resolution to Amend Constitution (Charity Commission Consent Needed): Charitable Trust

The way in which a charity that has been set up in unincorporated form can amend its constitution was made clearer and easier by the Charities Act 2022 with effect from 7 March 2024. (The 2022 Act amended Section 280 and other parts of the Charities Act 2011.)

A charity may be set up in unincorporated form as either a charitable trust (with trustees but no members) or a charitable association (with both trustees and members). 

If your charity is a charitable trust:

• it will have been created by a trust deed signed by its first trustees
• it will be an unincorporated entity (unlike, say, a charity in the form of a company or CIO (charitable incorporated organisation) 
• it will have trustees but no members. 
• the provisions of its constitution will be set out in its trust deed.

This template Resolution to Amend Constitution (Charity Commission Consent Needed): Charitable Trust is a set of minutes that you can use when the trustees of your charitable trust wish to pass a resolution to amend the charity’s constitution.

This set of minutes is drafted on the assumption that one or more or all of the proposed changes fall within any of the types of changes listed in Section 280(8) of the Charities Act 2011. That being the case, you will need the consent of the Charity Commission in order to make the proposed changes. 

After the resolution has been passed, a copy of the amended constitution must be sent to the Charity Commission. Once the Commission has given its consent, the Trustees should formally adopt the revised constitution by executing a new Trust Deed containing the revised provisions of the Constitution. 

The references in the template to clauses of the constitution assume that it is in the form of the Trust Deed Constitution for a Charitable Trust which you can find here. The clause references correspond to Clauses in that form of Trust Deed. If the constitution is not in that form, you will need to adapt the template minutes as necessary. 

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