Constitution of Charitable Incorporated Organisation
NEOTROPICAL BIRDING AND CONSERVATION
Charities Act 2011
Agreed by the applicants on 20 September 2021
The name of the Charitable Incorporated Organisation (“the CIO”) is
Neotropical Birding and Conservation.
- National location of principal office
The principal office of the CIO is in England.
The objects of the CIO are:
(1) to advance the education of the public in Neotropical birds; and
(2) to promote, organise, carry on and encourage study, research and conservation of Neotropicalbirds;
and in furtherance of these objects, but not otherwise, the CIO may: –
(a) act as a forum for persons interested in Neotropical birds by holding meetings, and publishing materials concerning Neotropical birds;
(b) work with individuals and non-profit making organisations pursuing aims or activities concerned with Neotropical birds;
(c) encourage members to contribute to conservation research on Neotropical birds; and
(d) make grants to fund ornithological and conservation projects in the Neotropics.
The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the CIO’s powers include power to:
(1) raise funds. In doing so, the CIO must not undertake any substantial permanent trading activity and must comply with any relevant statutory regulations;
(2) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;
(3) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(4) sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;
(5) employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of that clause;
(6) deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000;
(7) co-operate with other charities, voluntary bodies and statutory authorities and to exchange information and advice with them;
(8) establish or support any charitable trusts, associations or institutions formed for any of the charitable purposes included in the objects of the CIO;
(9) acquire, merge with or enter into any partnership or joint venture arrangement with any other charity formed for any of the objects of the CIO;
(10) set aside income as a reserve against future expenditure but only in accordance with a written policy about reserves;
(11)establish one or more funds from bequests, donations or other fundraising activities in furtherance of any of the CIO’s objects including, but not limited to the award of grants for conservation activities;
(12) obtain and pay for such goods and services as are necessary for carrying out the work of the CIO;
(13) acquire all assets and liabilities of, and the undertaking of, the unincorporated association with registered charity number 1040130 and known as the Neotropical Bird Club (“NBC”) and carry out the powers, obligations, duties and general objects of the NBC and indemnify the trustees of the NBC against all costs, claims, demands, actions and proceedings relating to the assets and undertaking of the NBC and in respect of all liabilities, obligations and commitments (whether legally binding or not) of the NBC properly incurred by the trustees of the NBC in connection with its charitable purposes and also in respect of the costs and expenses and outgoings from or attributable to the transfer of assets and undertaking .
- Application of income and property
(1) The income and property of the CIO must be applied solely towards the promotion of the objects.
(a) A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO.
(b) A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
(2)None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO. This does not prevent a member who is not also a charity trustee receiving:
(a) a benefit from the CIO as a beneficiary of the CIO;
(b) reasonable and proper remuneration for any goods or services supplied to the CIO.
(3) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.
- Benefits and payments to charity trustees and connected persons
No charity trustee or connected person may:
(a) buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;
(b) sell goods, services, or any interest in land to the CIO;
(c) be employed by, or receive any remuneration from, the CIO;
(d) receive any other financial benefit from the CIO;
unless the payment or benefit is permitted by sub-clause (2) of this clause, or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained.
In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.
(2) Scope and powers permitting trustees’ or connected persons’ benefits
(a) A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way.
(b) A charity trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.
(c) Subject to sub-clause (3) of this clause a charity trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the charity trustee or connected person.
(d) A charity trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
(e) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
(f) A charity trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.
(g) A charity trustee may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject tithe conditions in, section 189 of the Charities Act 2011.
(h) A charity trustee or connected person may receive or retain any payments authorised in writing by the Commission.
(3) Payment for supply of goods only – controls
The CIO and its charity trustees may only rely upon the authority provided by sub-clause (2)(c) of this clause if each of the following conditions is satisfied:
(a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”).
(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question.
(c) The other charity trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the charity trustees must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.
(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO.
(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of charity trustees is present at the meeting.
(f) The reason for their decision is recorded by the charity trustees in the minute book.
(g) A majority of the charity trustees then in office are noting receipt of remuneration or payments authorised by clause 6.
(4) In sub-clauses (2) and (3) of this clause:
(a) “the CIO” includes any company in which the CIO:
(i) holds more than 50% of the shares; or
(ii) controls more than 50% of the voting rights attached to the shares; or
(iii) has the right to appoint one or more directors to the board of the company;
(b) “connected person” includes any person within the definition set out in clause 31 (Interpretation).
- Conflicts of interest and conflicts of loyalty
A charity trustee must:
(1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and
(2) absent himself or herself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).
Any charity trustee absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter.
- Liability of members to contribute to the assets of the CIO if it is wound up
If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
- Membership of the CIO
(1) Admission of new members
Persons who are members of the NBC as at the NBC Time of Transfer in accordance with its constitution and who have paid for membership of the NBC in respect of a period after the NBC Time of Transfer (including, for the avoidance of doubt, its Life members and multiple year members) and such persons as are admitted to membership by the charity trustees in accordance with this constitution, shall be members of the CIO.
Membership of the CIO is open to any individual over eighteen who is interested in furthering its purposes, and who, by applying for membership, has indicated his other agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause.
The charity trustees:
(i) may require applications for membership to be made in any reasonable way that they decide;
(ii) may refuse an application for membership if they believe that it is in the best interests of the CIO for them to do so;
(iii) shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within 21 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and
(iv) shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.
(2) Transfer of membership
Membership of the CIO cannot be transferred to anyone else.
(3) Duty of members
It is the duty of each member of the CIO to exercise his or her powers as a member of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO.
(4)Termination of membership
(a) Membership of the CIO comes to an end if:
(i) the member dies; or
(ii) the member sends a notice of resignation to the charity trustees; or
(iii) any sum of money owed by the member to the CIO is not paid in full within three months of its falling due (unless the charity trustees determine that such membership shall not terminate by reason of this sub-clause (iii)); or
(iv) the charity trustees decide that it is in the best interests of the CIO that the member in question should be removed from membership, and pass a resolution to that effect.
(b) Before the charity trustees take any decision to remove someone from membership of the CIO they must:
(i) inform the member of the reasons whit is proposed to remove him or her from membership;
(ii) give the member at least 21 clear days ‘notice in which to make representations to the charity trustees as to why he or she should not be removed from membership;
(iii) at a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership;
(iv) consider at that meeting any representations which the member makes as to why the member should not be removed; and
(v) allow the member, or the member’s representative, to make those representations in person at that meeting, if the member so chooses.
(5)Membership categories and subscriptions
The charity trustees may from time to time establish more than one category of membership (including Honorary Members) and determine the conditions applicable to each such category including membership subscriptions and benefits of membership.
(6)Informal or associate (non-voting) membership
(a) The charity trustees may create associate or other classes of non-voting membership, and may determine the rights and obligations of any such members (including payment of membership fees), and the conditions for admission to, and termination of membership of any such class of members.
(b) Other references in this constitution to “members” and “membership” do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or Dissolution Regulations.
(7) Withholding of benefits
The CIO may withhold the provision of any benefit (including any publication or online access) to any member whose subscription is in arrears.
- Members’ decisions
Except for those decisions that must be taken in a particular way as indicated in sub-clause (4) of this clause, decisions of the members of the CIO may be taken either by vote at a general meeting as provided in sub-clause (2) of this clause or by written resolution as provided in sub-clause (3) of this clause.
(2) Taking ordinary decisions by vote
Subject to sub-clause (4) of this clause, any decision of the members of the CIO may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting.
(3) Taking ordinary decisions by written resolution without a general meeting
(a) Subject to sub-clause (4) of this clause, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:
(i) a copy of the proposed resolution has been sent to all the members eligible to vote; and
(ii) a simple majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature, by a statement of their identity accompanying the document, or in such other manner as the CIO has specified.
(b) The resolution in writing may comprise several copies to which one or more members have signified their agreement.
(c) Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated in accordance with paragraph (a) above.
(d) Not less than 10% of the members of the CIO may request the charity trustees to make a proposal for decision by the members.
(e) The charity trustees must within 21 days of receiving such a request comply with it if:
(i) The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;
(ii) The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the members; and
(iii) Effect can lawfully be given to the proposal if it is so agreed.
(f) Sub-clauses (a) to (c) of this clause apply to a proposal made at the request of members.
(4) Decisions that must be taken in a particular way
(a) Any decision to remove a trustee must be taken in accordance with clause 15(2).
(b) Any decision to amend this constitution must be taken in accordance with clause 29 of this constitution (Amendment of Constitution).
(c) Any decision to wind up or dissolve the CIO must be taken in accordance with clause 30 of this constitution (Voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011.
- General meetings of members
(1) Types of general meeting
There must be an annual general meeting (AGM) of the members of the CIO. The first AGM must be held within 18 months of the registration of the CIO, and subsequent AGMs must be held at intervals of not more than 15 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report, and must elect trustees as required under clause13.
Other general meetings of the members of the CIO may be held at any time.
All general meetings must be held in accordance with the following provisions.
(2)Calling general meetings
(a) The charity trustees:
(i) must call the annual general meeting of the members of the CIO in accordance with sub-clause (1) of this clause, and identify it as such in the notice of the meeting; and
(ii) may call any other general meeting of the members at any time.
(b) The charity trustees must, within 21 days, call a general meeting of the members of the CIO if:
(i) they receive a request to do so from at least 10% of the members of the CIO; and
(ii) the request states the general nature of the business to be dealt with at the meeting, ands authenticated by the member(s) making the request.
(c) If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%.
(d) Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.
(e) A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.
(f) Any general meeting called by the charity trustees at the request of the members of the CIO must be held within 28 days from the date on which it is called.
(g) If the charity trustees fail to comply with this obligation to call a general meeting at the request of its members, then the members who requested the meeting may themselves call a general meeting.
(h) A general meeting called in this way must be held not more than 3 months after the date when the members first requested the meeting.
(i) The CIO must reimburse any reasonable expenses incurred by the members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the CIO shall be entitled to be indemnified by the charity trustees who were responsible for such failure.
(3) Notice of general meetings
(a) The charity trustees, or, as the case may be, the relevant members of the CIO, must give at least 14 clear days’ notice of any general meeting to all of the members.
(b) If it is agreed by not less than 90% of all members of the CIO, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause (3)(a) of this clause have not been met. This sub-clause does not apply where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations.
(c) The notice of any general meeting must:
(i) state the time and date of the meeting;
(ii) give the address at which the meeting is to take place;
(iii) give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting;
(iv) if a proposal to alter the constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration; and
(v) include, with the notice for the AGM, the annual statement of accounts and trustees’ annual report, details of persons standing for election or re-election as trustee, or where allowed under clause 23 (Use of electronic communication), details of where the information may be found on the CIO’s website.
(d) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.
(e) The proceedings of a meeting shall not be invalidated because a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO.
(4)Chairing of general meetings
(a) The Chair shall, if present at the general meeting and willing to act, preside as chair of the meeting. If there is no such person or he or she is not present within fifteen minutes of the time appointed for the meeting it shall be chaired by a charity trustee nominated by the charity trustees. If there is only one charity trustee present and willing to act, he or she shall chair the meeting.
(b) If no charity trustee is present and willing to chair the meeting within fifteen minutes after the time appointed for holding it, the members of the CIO who are present at a general meeting shall elect a chair to preside at the meeting.
(5) Quorum at general meetings
(a) No business other than appointing the chair of the meeting may be transacted at any general meeting of the members of the CIO unless a quorum is present when the meeting starts.
(b) Subject to the following provisions, the quorum for general meetings shall be the smaller of 25% or ten members.
(c) If the meeting has been called by or at the request of the members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.
(d) If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the members present at that time (being at least two in number) shall constitute the quorum for that meeting.
(e) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the members, the meeting must be adjourned.
(6) Voting at general meetings
(a) Any decision other than one falling within clause 10(4) (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting. Every member has one vote but if there is an equality of votes the person who is chairing the meeting shall have a casting vote in addition to any other vote he or she may have.
(b) A resolution put to the vote of a meeting shall be decided on a show of hands
(c) Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.
(7)Adjournment of meetings
(a)The chair of the meeting may, with or without the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting (before or after it has started) to another time and/or place. No business may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting.
(b) Save as provided in paragraph (c) below, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
(c) When a meeting is adjourned for thirty days or more or indefinitely, not less than seven clear days’ notice of the adjourned meeting shall be given in any manner in which notice of a meeting may lawfully be given.
(8) Postponement of meetings
(a) If the Chair or the charity trustees determine that it is impractical or unreasonable to hold a general meeting or an adjourned meeting on the date or at the time or place specified in the notice calling the general meeting or adjourned meeting (including, but not limited to, a reason related to the health or safety of members or the likely level of attendance), the Chair or they may postpone the meeting to another time, date and/or place.
(b) The Chair or the charity trustees may also postpone any meeting which has already been postponed under clause (a) above or adjourned under sub-clause (7) of this clause 11.
(c) Where a meeting has been postponed pursuant to sub-clause (8) of this clause 11
(i) notice of the date, time and place of the postponed meeting may be given in such manner as the charity trustees may decide;
(ii) the charity trustees shall take reasonable steps to ensure that notice of the date, time and place of any postponed meeting is provided to members;
(iii) notice of the business to be transacted at such postponed meeting shall not be required; and
(iv) no business may be transacted at an adjourned or postponed meeting except business which could properly have been transacted at the original meeting.
- Charity trustees
(1) Functions and duties of charity trustees
The charity trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each charity trustee:
(a) to exercise his or her powers and to perform his or her functions as a trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and
(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:
(i) any special knowledge or experience that he or she has or holds himself or herself out as having; and
(ii) if he or she acts as a charity trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.
(2) Eligibility for trusteeship
(a) Every charity trustee must be a natural person.
(b) No one may be appointed as a charity trustee:
- unless he or she is a member of the CIO;
- if he or she is under the age of 18 years; or
- if he or she would automatically cease to hold office under the provisions of clause15(1)(f).
(c) No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the charity trustees decide, his or her acceptance of the office of charity trustee.
(d) Each charity trustee must satisfy HMRC’s current fit and proper person test to be involved in the general control, management and administration of the CIO and must declare (in the form required by the CIO) that he or she is a fit and proper person prior to being elected.
(3) Number of charity trustees
(a) There must be at least three charity trustees. If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.
(b) The maximum number of charity trustees is 15. The charity trustees may not appoint any charity trustee if as a result the number of charity trustees would exceed the maximum.
(4) Executive officers
The charity trustees shall include the following executive officers (“Officers”)-
(a) a chair (the ‘Chair’);
(b) a secretary;
(c) a treasurer; and
(d) such other office as the charity trustees may establish in relation to the administration of the CIO.
The Officers shall be appointed to their relevant offices by the members of the CIO at the same meeting at which they are appointed charity trustees (except when co-opted in accordance with clause 13(6)).
(5)First charity trustees and Officers
The first charity trustees and Officers of the CIO are –
Raymond Jackson Jeffers-chair;
Christopher Stephen Balchin-secretary; &
Christopher Peter Collins-treasurer.
- Appointment of charity trustees
(1) At the first annual general meeting of the members of the CIO all the charity trustees and the Officers shall retire from office. Thereafter the CIO in general meeting shall elect the Officers and the other Trustees (except as provided in sub-clause (5) of this clause).
(2) Each charity trustee elected in general meeting shall retire with effect from the conclusion of the next annual general meeting after his or her appointment but shall be eligible for re-election at that annual general meeting.
(3) The charity trustees may nominate for election any person who is willing to act as a charity trustee. They may also nominate charity trustees to act as Officers. The names so proposed by the charity trustees shall be circulated with notice of the relevant general meeting.
(4) Any member wishing to nominate a candidate for election at an annual or general meeting shall forward the nomination to the Secretary in writing signed by the nominating member and ten other members, with written confirmation that the candidate has agreed to be nominated. To be valid, such a nomination (with the written confirmation) shall reach the Secretary no later than four months preceding the relevant general meeting.
(5) If at an annual general meeting there are the same number of candidates for election as a charity trustees as there are vacancies, those candidates shall be declared elected unopposed. If there are more such candidates there shall be an election at the general meeting as directed by the charity trustees. In the case of the appointment of an Officer, there shall be an election as directed by the charity trustees. The results of any such election must be announced at the general meeting by the chair of the meeting.
(6) The charity trustees may co-opt a member to act as an Officer or other charity trustee until the conclusion of the next annual general meeting. However, the charity trustees may not appoint a person to be an Officer if a person has already been elected or appointed to that office and has not vacated the office.
(7) The election or co-option of a charity trustee must not cause the number of charity trustee to exceed the number fixed by Clause 12(3)(b) above.
- Information for new charity trustees
The charity trustees will make available to each new charity trustee, on or before his or her first appointment:
(a) a copy of this constitution and any amendments made to it; and
(b) a copy of the CIO’s latest trustees’ annual report and statement of accounts.
- Retirement and removal of charity trustees
(1) A charity trustee ceases to hold office if he or she:
(a) retires by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
(b) is absent without the permission of the charity trustees from three consecutive meetings of the charity trustees and the trustees resolve that his or her office be vacated;
(c) ceases to be a member of the CIO;
(d) in the written opinion, given to the CIO, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;
(e) is removed by the members of the CIO in accordance with sub-clause (2) of this clause;
(f) is disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
(g) a bankruptcy order is made against him or her; or
(h) a composition is made with his or her creditors generally in satisfaction of his or her debts.
(2) A charity trustee shall be removed from office if a resolution to remove that trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with clause 11, and the resolution is passed by a two-thirds majority of votes cast at the meeting.
(3) A resolution to remove a charity trustee in accordance with this clause shall not take effect unless the individual concerned has been given at least 14 clear days’ notice in writing that the resolution is to be proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the members of the CIO.
(4) An Officer who ceases to be a charity trustee for whatever reason shall be deemed to have resigned from his or her office and the vacancy for an Officer thereby caused shall be filled in accordance with this constitution.
- Reappointment of charity trustees
Any person who retires as a charity trustee by rotation or by giving notice to the CIO is eligible for reappointment.
- Taking of decisions by charity trustees
Any decision may be taken either:
- at a meeting of the charity trustees; or
- by resolution in writing or electronic form agreed by a majority of all of the charity trustees who would have been eligible to vote on the matter had it been proposed as a resolution at a meeting of the charity trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the charity trustees has signified their agreement.
- Delegation by charity trustees
(1) The charity trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they must determine the terms and conditions on which the delegation is made (which may include that no expenditure may be incurred on behalf of the CIO except in accordance with a budget previously agreed with the charity trustees). The charity trustees may at any time alter those terms and conditions, or revoke the delegation.
(2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements-
(a) a committee may consist of two or more persons, but at least one member of each committee must be charity trustee;
(b) the acts and proceedings of any committee must be brought to the attention of the charity trustees as a whole as soon as is reasonably practicable; and
(c) the charity trustees shall from time to time review the arrangements which they have made for the delegation of their powers.
- Meetings and proceedings of charity trustees
(a) Any charity trustee may call a meeting of the charity trustees.
(b) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.
(2)Chairing of meetings
The Chair shall chair the meetings of the charity trustees. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the charity trustees present may appoint one of their number to chair that meeting.
(3)Procedure at meetings
(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is -three charity trustees including at least two Officers. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.
(b) Questions arising at a meeting shall be decided by a majority of those eligible to vote.
(c) In the case of an equality of votes, the Chair shall have a second or casting vote.
(d) Paragraph (c) shall not apply if the Chair is not to be counted as participating in the decision-making process for quorum or voting purposes.
(e) A charity trustee cannot appoint an alternate for the purposes of a meeting of the charity trustees or otherwise.
(4) Participation in meetings by electronic means
(a) A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants (which shall include for these purposes telephone conferencing).
(b) Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.
(c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.
(d) If all the charity trustees participating in a meeting of the charity trustees are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
- Saving provisions
(1) Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:
- where there was some defect in his or her appointment or continuance as a charity trustee;
- who was disqualified from holding office;
- who had previously retired or who had been obliged by the constitution to vacate office;
- who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.
(2) Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for sub-clause (1), the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest).
(1) The charity trustees may appoint one or more members of the CIO to act as unpaid “ambassadors” (“the Ambassadors”). The charity trustees shall adopt such terms of appointment for the Ambassadors as they shall deem appropriate including (but not limited to) eligibility, duration of appointment, and role.
(2) The charity trustees must keep a list of names and addresses of the Ambassadors.
- Execution of documents
(1) The CIO shall execute documents either by signature or by affixing its seal (if it has one).
(2) A document is validly executed by signature if it is signed by at least two of the charity trustees.
(3) If the CIO has a seal:
(a) it must comply with the provisions of the General Regulations; and
(b) it must only be used by the authority of the charity trustees or of a committee of charity trustees duly authorised by the charity trustees. The charity trustees may determine who shall sign any document to which the seal is affixed and unless otherwise determined it shall be signed by two charity trustees.
- Use of electronic communications
The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:
(a) the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
(b) any requirements to provide information to the Commission in a particular form or manner.
(2) To the CIO
Any member or charity trustee of the CIO may communicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO.
(3) By the CIO
(a) Any member or charity trustee of the CIO, by providing the CIO with his or her email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO his or her unwillingness to receive such communications in that form.
(b) The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website –
(i) provide the members with the notice referred to in clause 11(3) (Notice of general meetings);
(ii) give charity trustees notice of their meetings in accordance with clause 19(1) (Calling meetings); and
(iii) submit any proposal to the members or charity trustees for decision by written resolution in accordance with the CIO’s powers under clause 10 (Members’ decisions), or 10(3) (Decisions taken by resolution in writing).
(c) The charity trustees must:
(i) take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal; and
(ii) send any such notice or proposal in hard copy form to any member or charity trustee who has not consented to receive communications in electronic form.
- Keeping of Registers
The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, registers of its members and charity trustees.
The charity trustees must keep minutes of all:
(1) appointments of officers or co-option of charity trustees made by the charity trustees;
(2) proceedings at general meetings of the CIO;
(3) meetings of the charity trustees and committees of charity trustees including:
- the names of the trustees present at the meeting;
- the decisions made at the meetings; and
- where appropriate the reasons for the decisions;
(4) decisions made by the charity trustees otherwise than in meetings.
Any such minutes, if purporting to be signed by the chair of the next succeeding meeting shall be sufficient evidence without any further proof of the facts therein.
- Accounting records, accounts, annual reports and returns, register maintenance
(1) The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of accounts, and to the preparation of annual reports and returns. The statements of accounts, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end.
(2) The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.
The charity trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request.
If a dispute arises between the members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
- Amendment of constitution
As provided by clauses 224-227 of the Charities Act 2011:
(1) This constitution can only be amended:
(a) by resolution agreed in writing by all members of the CIO; or
(b) by a resolution passed by a 75% majority of votes cast at a general meeting of the members of the CIO.
(2) Any alteration of clause 3 (Objects), clause 30 (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission.
(3) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
(4) A copy of any resolution altering the constitution, together with a copy of the CIO’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities.
- Voluntary winding up or dissolution
(1) As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:
(a) at a general meeting of the members of the CIO called in accordance with clause 11(Meetings of Members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:
(i) by a resolution passed by a 75% majority of those voting, or
(ii) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or
(b) by a resolution agreed in writing by all members of the CIO.
(2) Subject to the payment of all the CIO’s debts:
(a) Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied.
(b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of the CIO shall be applied.
(c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.
(3) The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:
(a) the charity trustees must send with their application to the Commission:
(i) a copy of the resolution passed by the members of the CIO;
(ii) a declaration by the charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and
(iii) a statement by the charity trustees setting out the way in which any property of the CIO has been or is to be applied prior to its dissolution in accordance with this constitution;
(b) the charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee of the CIO who was not privy to the application.
(4) If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.
In this constitution:
“connected person” means:
(a) a child, parent, grandchild, grandparent, brother or sister of the charity trustee;
(b) the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;
(c) a person carrying on business in partnership with the charity trustee or with any person falling within sub-clause (a) or (b) above;
(d) an institution which is controlled –
(i) by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or
(ii) by two or more persons falling within sub-clause (d)(i), when taken together;
(e) a body corporate in which –
(i) the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or
(ii) two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.
Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.
“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.
The “Communications Provisions” means the Communications Provisions in [Part 9, Chapter 4] of the General Regulations.
“bankruptcy” includes insolvency proceedings in a jurisdiction other than England or Wales which have an effect similar to that of bankruptcy.
“Chair” has the meaning given in Clause 12 (4)
“charity trustee” means a charity trustee of the CIO.
“clear days “means a period of days exclusive of the day on which the notice is served and of the day for which it is given but inclusive of bank or other public holidays.
“NBC “has the meaning given in Clause 4 (13).
“NBC Time of Transfer “means the time of transfer of the assets and undertaking of the NBC to the CIO contemplated by Clause 4 (13).
“Neotropical” means, the whole Neotropical region as defined in A Dictionary of Birds (ISBN-10: 0856610399) and shall include all of Mexico, French Guiana, the territories of the nation states of mainland South America and Central America, the associated offshore islands of the foregoing, and the islands of the Caribbean (including the Bahamas).
“Officer(s)” has the meaning given in Clause 12 (4).
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