Constitution for a CIO whose only voting members are its trustees (‘Foundation’ model) – marked-up 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 the Commission’s version. All adaptations made to the CC form have been revision-marked in this document so that you can easily identify all of the changes that we have made to the CC form. We have also included in this subfolder a "clean copy" of this adapted template which you can reach here. To see a detailed explanation as to why we have made each of those additions and deletions and as to their effect, please see the Guidance Note: Adapted versions of Charity Commission Model CIO Constitutions in this subfolder.
The CC’s template 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, 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, 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 already marked, 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.
Assuming that you make further changes to this form, you should mark up the further changes electronically in one copy of it (so that it shows all of the changes from CC’s own model) and then produce a second, clean copy, of that final marked-up version.
Crown copyright in the parts of this template 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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