CIO constitutions – Adapted Clean Copy ‘Foundation’ Model

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) – clean copy adapted version 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 but it has been adapted from the CC’s version. For convenience all edit marks have been removed from this version.

Whilst the CC’s form is comprehensive, and it will meet the needs of a large and/or complex charity, it is nevertheless lengthy and complex. The CC form includes a number of optional and other clauses which may be unnecessary for a small or medium sized charity organised and run in a relatively simple way. This clean copy of our revised version of the CC form, whilst based on the CC’s form, omits optional clauses, is shorter and more streamlined, and it will be better suited to the needs of many charities.

This version has exactly the same content as the accompanying Constitution for a CIO whose only voting members are its trustees (‘Foundation’ model) – marked-up adapted version , except that all of the edit marks have been removed.

This version may require further editing by a charity to cater for its own particular needs and circumstances.

When submitting a proposed constitution a charity is required by the CC to submit both a marked-up and clean copy of it. The clean copy will be the proposed document with no markings, and the marked up version will be the original full CC model marked up to show all of the differences between the proposed document and the original full CC model. If a charity begins drafting by using the full CC model that we have provided, it will mark it up to show all changes. If, alternatively, a charity begins with our marked-up adapted version, it will have to keep the markings in our version but it will add to the text, and delete any of our plain or marked up text as necessary.

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 .

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.

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.