CIO trustees signing authority

Trustees’ delegation of signing authority (CIO)New

CO.CIO.19

This Trustees’ delegation of signing authority (CIO) is a template for minutes of a board meeting of trustees of a Charitable Incorporated Organisation (CIO).

This template may be used where the board intends to pass a resolution at the meeting to delegate to two or more of the trustees the authority to approve, sign and execute documents on behalf of the charity. Section 333 of the Charities Act 2011 permits a charity to delegate authority in that way.

Such a delegation of authority will enable the trustees concerned to approve, sign and execute documents on behalf of all of the trustees. This will avoid the need for the entire board to deal with any legal documents (e.g. deeds) that need to be executed by the charity from time to time. If a board comprises a large number of trustees it might otherwise be difficult in practice to have a document executed, especially where the trustees cannot meet at short notice to deal with that document.

The meeting at which the resolution is passed need not be attended by all members of the trustee board: provided that a sufficient number attend to render the meeting quorate, the resolution will be valid and effective.

This template provides for three alternative types of delegated authority. Each type is in square brackets, and only the one required should be retained. The first two are broad in so far as they give general authority to trustees to sign any documents from time to time, with no restriction on the types of documents and no time limit on the authority.

Where either of these two types of authority are granted by the board, it will not thereafter need to take any further or other steps to enable documents to be signed on the charity’s behalf.

The first type of authority allows for two named trustees to be authorised. It might on occasions be too restrictive in that if one of the two named trustees is not available for any reason, the only fall back is for the trustee board itself to deal with the document in question.

The second type of authority provides for a list of names of a number of trustees and specifies that on each occasion that a document is to be signed any two on that list can act. This allows more flexibility.

The third type of authority is for use where the board only wishes to provide delegated authority for one particular transaction and the documents concerned are needed to implement that transaction. This is particularly useful where the charity has or might have to act quickly and might not have sufficient time to call and hold a board meeting to approve and sign the documents.

In each case it is possible to add wording which creates any additional restrictions on the delegated authority that the board wishes to impose.

Where the charity is not a CIO but is a charitable company limited by guarantee or is in unincorporated form, you should instead use the appropriate accompanying form of board resolution.

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