Resolution to Amend Constitution (No Charity Commission Consent Needed): Foundation 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 (No Charity Commission Consent Needed): Foundation 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 a “Foundation” model CIO (as opposed to an “Association” model), i.e. the only members are the trustees themselves 

The trustees first have to propose the amendments, and then they have to designate their meeting as a general meeting of the members of the CIO. (A separate meeting of members is not needed.) The meeting, as a members’ meeting, then resolves to make those amendments.

This set of minutes is drafted on the assumption that none of the proposed changes fall within any type of changes listed in Section 226(2) of the Charities Act 2011. In that case, you will not need the consent of the Charity Commission to make the proposed changes.

After the resolution has been passed by the meeting, the trustees can then formally adopt the revised constitution and must send a copy of the amended constitution to the Charity Commission to register the changes.

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 whose only voting members are its trustees (‘Foundation’ 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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