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Appointing a Committee of CIO Trustees

Board Minutes – Appointment by CIO Trustees of a Committee

CO.CHA.159

Charity trustees of a CIO have overall legal responsibility for the management and administration of their charity. It is not always practical for them to make every decision, however, and delegation of powers of the trustees often occurs in charities, large and small.

Forming a committee will allow certain decisions to be delegated to it. These Board Minutes – Appointment by CIO Trustees of a Committee should be used when a CIO’s trustees wish to delegate decisions about certain matters and for that purpose they need to approve the appointment of two or more trustees so that those trustees can act as a committee of the full CIO trustee board.

For a CIO with a constitution in the form of our model Constitution for a CIO whose only voting members are its trustees (‘Foundation’ model) which you can see here, Clause 14 of that form of constitution permits delegation of the charity trustees’ powers to a committee of at least two trustees. This will be particularly useful if the CIOs’s board is made up of three or more trustees as will be usual in the case of larger charities and it is not practical for the whole board to meet.

If your CIO instead has a constitution in some other form, including one of the other forms which you can see on our website here, but that constitution nevertheless includes a suitable clause allowing delegation of the trustees’ powers to a committee, these template Board Minutes may be used with the necessary amendments.

It is usual for all of the committee members to be trustees - even if the constitution allows non-trustees to be members - since any decisions made by a committee of the trustees remain the responsibility of all of the CIO trustees.

Charities deciding to delegate to a committee should consider which decisions should be delegated. Should the delegation cover a particular subject matter, transaction or project with a specific end date, or should it be largely unlimited? These board minutes are drafted to enable you to make the necessary adjustments for the specifics of your charity’s individual situation.

The terms of reference and reporting back procedures of any committees should be laid down in writing and agreed by the full board of CIO trustees. (All acts of a committee should be fully and promptly reported to the CIO’s trustees.)

These Board Minutes - Appointment by CIO Trustees of a Committee are in open format. The requisite details should be inserted into the highlighted fields or the wording can be adjusted to suit your purposes. Wording in square brackets is optional. If it is required, then the brackets should be deleted and the wording within them retained. If the wording is not required, then it can be deleted.

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