CIO constitutions – Adapted Marked Up Foundation Model

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) – marked-up 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 Commission’s version.

All revisions have been marked in the template document.

The CC’s templates are comprehensive, they meet the needs of large and/or complex charities but they are very lengthy and complex. Small and medium sized charities organised and run in a relatively simple way are not likely to need such lengthy, complicated documents, nor is it necessary to include optional clauses in those templates. Our adapted versions, whilst based on the CC’s templates are shorter, more streamlined, omit 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 this model has been adapted, it may require further editing by a charity to cater for its own particular needs and circumstances. Whether or not a charity makes additions or amendments to this form in addition to the ones already marked, it will need to submit to the CC (with its application for registration) two copies of its proposed constitution, one of which is a “clean” copy of the proposed constitution, the other marked up to show all of the differences between the proposed document and the original full CC model.

Assuming that a charity makes further changes to this form, it should mark up the further changes electronically in one copy of it (so that it shows all of the changes from the Commission’s own model) and then produce a second, clean copy, of that final marked-up version.

Crown copyright in the parts of this form which are taken from the Commission’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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