Constitution for a CIO whose only voting members are its trustees (‘Foundation’ model) – clean copy adapted version
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 there will be no voting members other than its trustees.
This form is based on one produced by the Charity Commission (CC) for a CIO (October 2016 edition) which you can reach here but we have adapted it from that CC version. This adapted form does not show where it differs from the CC form, i.e. it is a "clean copy". However, for ease of reference we have also included in this subfolder a second copy of this adapted form containing revision marks which you can reach here. That revision-marked copy shows all of the text that we have added to or deleted from the CC version. To see a detailed explanation as to why we have made each of those additions and deletions and as to their effect, please the Guidance Note: Adapted versions of Charity Commission Model CIO Constitutions in this subfolder.
The CC’s form is comprehensive and it meets the needs of a large and/or complex charity, but it is lengthy and complex. A small or medium sized charity organised and run in a relatively simple way is not likely to need such a lengthy, complicated document, and it may not need to include some or all of the clauses in the CC form which the CC includes as optional. Our adapted version, whilst based on the CC’s template, is shorter and more streamlined, omits optional clauses, and will be better suited to the needs of many charities.
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
Although the template is an adaptation of the CC version, you will still need to consider what further editing and adaptation it will need to cater for your charity's particular needs and circumstances. Whether or not you make additions or amendments to this form (in addition to the ones we have made in this form to the CC version), you will need to submit to the CC (with your application for registration) two copies of your charity's proposed constitution, one of which is a "clean" copy, with the other being marked up to show all of the differences between the proposed document and the original full CC model.
If you begin drafting by using the full CC model that we have provided in this subfolder (see above), you will need to mark it up electronically to show all changes that you make to it. If, alternatively, you begin drafting using our revision-marked adapted version (see above), you will have to keep the revision marks in our version and then, using revision marks, make your own deletions from it and add to it any of your own text. You will then also need to produce a "clean" copy of it and submit it to the CC with your revision-marked copy.
Since this adaptation of the CC form is a "clean" copy, it is only suitable for reference purposes. You will not in practical terms be able to use it when drafting your own constitution and when you begin drafting you should instead use as your base document only either our revision-marked version or the CC version.
Crown copyright in the parts of this form which are taken from the CC’s Model is hereby acknowledged.
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.
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