Changing a CIO Governing Document
Use this section when a charitable incorporated organisation (CIO) needs to change its constitution. Changes are made by resolution of the members and the procedure differs depending on whether the CIO is a foundation CIO, where the trustees are the only members, or an association CIO with a wider membership.
Does the change need Charity Commission consent?
Some amendments to a CIO constitution can be made by the members alone, though the amended constitution still has to be sent to the Charity Commission and does not take effect until the Commission registers it. Others, in particular changes to the charity's purposes, to what happens to its property on dissolution and to provisions allowing trustees to benefit, need the Commission's prior written consent. Check the position before you pass the resolution, because a resolution passed without consent where consent was needed is ineffective.
What documents are in this section?
There are four resolutions, one for each combination of CIO type and consent position: the Resolution to Amend Constitution (No Charity Commission Consent Needed): Association Charitable Incorporated Organisation (CIO), the Resolution to Amend Constitution (Charity Commission Consent Needed): Association Charitable Incorporated Organisation (CIO), the Resolution to Amend Constitution (No Charity Commission Consent Needed): Foundation Charitable Incorporated Organisation (CIO) and the Resolution to Amend Constitution (Charity Commission Consent Needed): Foundation Charitable Incorporated Organisation (CIO).
If the CIO is still being set up and does not yet have a registered constitution, use the constitutions in the Set Up Your Charity section instead.
- Resolution to Amend Constitution (No Charity Commission Consent Needed): Association Charitable Incorporated Organisation (CIO)
- Resolution to Amend Constitution (Charity Commission Consent Needed): Association Charitable Incorporated Organisation (CIO)
- Resolution to Amend Constitution (No Charity Commission Consent Needed): Foundation Charitable Incorporated Organisation (CIO)
- Resolution to Amend Constitution (Charity Commission Consent Needed): Foundation Charitable Incorporated Organisation (CIO)
Changing a CIO Governing Document is part of Charity. Just £38.50 + VAT provides unlimited downloads from Charity for 1 year.
Frequently Asked Questions
The trustees must propose the amendments and then the members must pass a resolution to amend the constitution, then the charity sends the amendment to the Charity Commission. For a CIO the change only takes legal effect once the Commission registers it, and certain changes need the Commission's prior consent before they are valid. Use the resolution that matches your CIO model (foundation or association model) and according to whether or not Commission consent is needed. Simply-Docs provides amendment resolutions for the Foundation and Association models.
Regulated alterations need the Commission's prior written consent: changing the charity's purposes, changing what happens to property on dissolution, and adding or widening any benefit to trustees, members or connected people. Only if and when the Commission gives its consent does the change come into effect. With exceptions, other changes do not need consent. Simply-Docs provides separate resolutions for changes that do and do not need consent.