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.
This document is in open format. Either enter the requisite details in the
highlighted fields or adjust the wording to suit your purposes.
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