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Constitution for a CIO whose only voting members are its trustees (‘Foundation’ model)


This Constitution for a CIO whose only voting members are its trustees (‘Foundation’ model) is designed for use by founders of a new charity who have decided that it should be established as a Charitable Incorporated Organisation (“CIO”) rather than as a company limited by guarantee, and that the only voting members will be its trustees.

This form is the one produced by the Charity Commission for a CIO where there are no voting members other than the CIO’s trustees (November 2023 edition). This form may also be obtained from the Commission in either pdf or Word format. The form we have provided is in Word format so that it can be edited electronically. This form should be edited to suit the particular charity’s own needs and circumstances.

Crown copyright in the Commission’s Model is hereby acknowledged.

A charity may instead prefer to use as its starting point (before editing to cater for its own particular needs and circumstances) our shorter adapted version of this model which is also in this subfolder. A "clean" copy of our adapted version can be reached here, and a revision marked copy of it (showing all changes we have made to the Commission's Model in our version) can be reached here. That "clean" copy and that "revision marked" copy are identical to each other except for the revision markings. To see a detailed explanation as to why we have made each of those additions and deletions in our adapted version and as to their effect, please see the Guidance Note: Adapted versions of Charity Commission Model CIO Constitutions in this subfolder.

Further guidance about use of this type of CIO constitution and other types of CIO constitution are set out in our Guidance Note on CIOs .

If this form is used but a charity makes any additions or amendments to it, it will need to submit to the Commission with its application for registration two copies of its proposed constitution, one of which is a “clean” copy of the proposed constitution, the other a marked up one to show all of the differences between the proposed document and this Commission model.

Assuming that a charity makes changes to this form, it should mark them up electronically in one copy of it and then produce a second, clean copy, of that marked up version.

This template is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

Once you have purchased access to the appropriate document folder click on the “Download Document” button below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.

Constitution for a CIO whose only voting members are its trustees (‘Foundation’ model) is part of Corporate Documents. Just £35.00 + VAT provides unlimited downloads from Corporate Documents for 1 year.

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