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

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 an unincorporated charitable association:

• it will have been created by a constitution document 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 members as well as trustees.

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

This set of minutes is drafted on the assumption that the proposed changes fall within or more or all 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. 

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

After the resolution has been passed, the proposal to amend the provisions of the constitution (as approved by the trustees) must be put to a general meeting of the members. If they then approve the proposal, the Charity must then send a copy of the approved amended constitution showing the proposed changes and signed by the chair, to the Charity Commission seeking its consent to the changes. The changes will become effective on the date that that consent is given.

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