Based on Annex E -
Draft model constitution for a Charitable Incorporated Organisation
(Association)
The International Society for Condensed Matter Nuclear Science
Constitution of a Charitable
Incorporated Organisation
Adopted on the ..................................
1.
Name
The name of
the CIO is The
International Society for Condensed Matter Nuclear Science and in this document it is called
the CIO.
2.
National location of
principal office
Option 1
The principal office of the CIO is in
Option 2
The
principal office of the CIO is in Wales.
3.
Purpose
The purpose of the CIO is to promote the science of low
energy nuclear reactions in condensed matter, also known as ‘Cold Fusion’
for the benefit of the public and to pursue any other charitable purpose as the
Trustees in their absolute discretion think fit.
4. Operational Powers
Option 1 The CIO has power to do anything which is
calculated to further its purpose or is conducive or incidental to doing so.
Option 2 The CIO has power to do anything lawful which is calculated to further its purpose or
is conducive or incidental to doing so, and in particular it has power to
borrow money and to charge the whole or any part of its property as security
for the repayment of the money borrowed.
5. Use and application of property
The CIO must only use and apply its property in
furtherance of the purpose stated in clause 3, and otherwise in accordance
with this constitution, and none of the CIO’s
property may be paid or transferred, directly or indirectly, by way of
dividend, bonus or otherwise by way of profit to any of its members.
6.
Charity trustees:
personal benefits and payments
(1) Expenses
A
charity trustee of the CIO is entitled to be reimbursed by the CIO, or may pay
out of the CIO’s funds, expenses properly incurred by
him or her in the performance of his or her functions as such.
(2) Personal
benefits
No
charity trustee of the CIO shall obtain any personal financial benefit from
any transaction or arrangement into which the CIO has entered, or otherwise
from his or her position as charity trustee -
(a)
Except in the following circumstances -
(i)
where it is permitted in accordance with, and subject to the conditions
in, section 73A or section 73F of the Charities Act 1993 (services provided by
a charity trustee to the charity; trustee indemnity insurance); or
(ii)
where the benefit is permitted by the
court or the Charity Commission; or
(iii)
where the charity trustee lends money to
the charity on reasonable terms; or
(iv)
where the charity trustee leases property
to, or allows the use of property by, the CIO on reasonable terms; or
(v)
where the benefit arises because of the interest of the charity trustee
in a partnership or corporate body which enters into a transaction or
arrangement with the CIO, so long as that interest does not exceed 1% of all
the interests in the distributable profits of the partnership or corporate
body; or
(vi)
where acceptance of the benefit cannot
reasonably be regarded as likely to give rise to a conflict of interest, for
example where the benefit is obtained as a beneficiary of the charity and is
available on the same terms to other members of the beneficiary class,
(b) And unless –
(i)
before the arrangement or transaction is entered into, the charity
trustee discloses to all the other charity trustees any material interest in
it, or in any other person or body party to it (whether that interest is direct
or indirect); and
(ii)
if the transaction or arrangement can
reasonably be regarded as likely to give rise to a conflict of interest,
(iii)
the charity trustee takes no part in
any decision by the members or charity trustees of the CIO whether the CIO
enters into that transaction or arrangement or not; and
(iv)
he or she is not counted in the quorum
necessary for the discharge of such business.
7. Membership of
the CIO
(a) Original members
The original member[s] of the CIO
[is the person][are the people] who applied to the
Commission for the CIO to be constituted and for its registration as a charity.
[He is] [She is] [They are] -
…………………………………………………..….
The founding members of the CIO are
all those members of the company limited by guarantee registered in England as
the International Society for Condensed Matter Nuclear Science.
(b)
Admission of new members
i.
Eligibility
Membership of the CIO is open to
anyone who is interested in furthering its purposes, and who, by applying for
membership in a form approved by the trustees, has
indicated his or her agreement to become a member. A member may be an
individual, a corporate body, or an individual or corporate body representing a
body which is not incorporated.
ii.
Admission procedure
The
charity trustees of the CIO -
• may
require applications for membership to be made in any reasonable way that they
decide,
• may only
refuse an application for membership if they reasonably believe that it is in the
best interests of the CIO for them to do so,
•
shall, if they decide to refuse an application for membership, give the
applicant their reasons for doing so, within a reasonable time of the decision
being taken, and give the applicant the opportunity to challenge the refusal,
and
•
shall give fair consideration to any such challenge, and shall inform the
applicant of their decision, but any decision to confirm refusal of the
application for membership shall be final.
(c) Transfer of
membership
Membership of the
CIO cannot be transferred to anyone else.
(d) 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.
(e) Termination of
membership
Membership of the
CIO comes to an end if -
i.
the member dies, or (in the case of a corporate member) it ceases to
exist;
ii. the member sends a notice of resignation to the charity
trustees;
iii. any sum
of money owed by the member to the CIO is not paid in full within six months of
its falling due; or
iv. the
charity trustees decide that it is in the best interests of the CIO that the
person in question should be removed from membership.
v. Before
the charity trustees take any decision to remove someone from membership of the
CIO they must -
· inform
the member of the reasons why it is proposed to remove him or her from
membership;
· 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;
· notwithstanding
anything in clause 13, take the decision as to whether the person should be
removed from membership or not at a duly constituted meeting of the charity
trustees;
· consider
at such meeting any representations which the member makes as to why he or she
should remain a member; and
· allow
the member, or the member’s representative, to make those representations at
that meeting, if the member so chooses.
(f) Register
of members
The CIO must keep
a register of its members, and the name and address of each member, and the date
on which a person was registered as a member, and the date on which any person
ceases to be a member, shall be entered in the register.
(g) Subscriptions
The charity
trustees of the CIO may require members to pay reasonable subscriptions to the
CIO.
(h) Informal
or associate (non-voting) Classes of membership
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 subscriptions, voting rights), and
the conditions for admission to, and termination of membership of any such
class of members.
Other
references in this constitution to “members” and “membership” do not apply to
non-voting members.
8. Members’
decisions
(1) Decisions
that must be taken in a particular way
The following
types of decision must be taken by means of a resolution at a general meeting
of the members of the CIO, unless the resolution is agreed to by all of the
members of the CIO, –
• a decision to alter this constitution;
• a decision to amalgamate the CIO with one or more other CIOs;
• a decision to transfer the undertaking of the CIO to one or
more other CIOs; or
• a decision to wind up or dissolve the CIO.
Any such
resolution must be passed by a 75% majority of those voting at the meeting.
(2) Other
decisions
Any
other decision of the members of the CIO may either be taken by means of a
resolution at a general meeting, or in accordance with the following provisions
–
The
charity trustees may make a proposal for decision by the members.
(a) If
they do, they must either -
(i) at the same time (so far as is reasonably practicable) send
copies of the proposal to all the members of the CIO; or
(ii) if it
possible to do so without undue delay, send the same copy to each member of the
CIO in turn, (or different copies to each of a number of members in turn).
(b)
The proposal shall indicate how, and by what date, a member is expected to give
a response to the proposal.
(c)
The proposal becomes a decision of the members of the CIO on the date when more
than 50% of the CIO’s members have signified their
agreement to the proposal, but if this has not occurred on or before the date
referred to in paragraph (iii), the proposal lapses.
(d)
Eligibility to vote on the proposal is limited to persons who are members of
the CIO on the date when the proposal is first circulated in accordance with
paragraph (ii) above.
(e) Not less than
5% of the members of the CIO may request the charity trustees to make a proposal
for decision by the members.
(f) 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.
(g) Sub-clauses
(a) to (d) apply to a proposal made at the request of members.
9. Meetings of
members
(1) Types of
meeting
There
must be an annual general meeting of the members of the CIO. The first annual
general meeting must be held within 18 months of the registration of the CIO,
and subsequent annual general meetings must be held at intervals of not more
than 15 months.
Other
general meetings of the members of the CIO must be held in accordance with the
following provisions.
(2) Calling
meetings
(a)
The charity trustees of the CIO -
(i) must call
the annual general meeting of the members of the CIO in accordance with
sub-clause (a) and may call any other general meeting of the members of the CIO
at any time; and
(ii) must, within 21 days, call a general
meeting of the members of the CIO if -
• they receive a request to do so from not less than 10% of
the members of the CIO; and
• the request states the general nature of the business to be
dealt with at the meeting, and is authenticated by the member(s) making the
request.
(b) 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, the preceding paragraph shall have effect as
if 5% were substituted for 10%.
(c) Any such
request may include particulars of a resolution that may properly be moved, and
is intended to be moved, at the meeting.
(d) A resolution
may only “properly” be moved if it is lawful, and is neither
defamatory, frivolous nor vexatious.
(e) Any general
meeting called by the charity trustees of the CIO at the request of its members
must be held within 28 days from the date on which it is called.
(f) If the
charity trustees fail to comply with this obligation to call a general meeting
of the members of the CIO at the request of its members, then the members who
requested the meeting, or any of them representing more than one half of the
total voting rights of all of them, may themselves call a general meeting.
(g) 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.
(h) Any
reasonable expenses incurred by the members requesting the meeting by reason of
the failure of the charity trustees duly to call a meeting must be reimbursed
by the CIO, but the CIO shall be entitled to be indemnified by the charity
trustees who were responsible for such failure.
(3) Notice of
meetings
a. The charity trustees of a CIO, or,
as the case may be, the members of the CIO, must give at least 14 clear days notice
of any general meeting of the members of the CIO, to all of the members, and to
any charity trustee of the CIO who is not a member.
b. If it is so agreed by a majority of
not less than 90% of the members of the CIO, any resolution may be proposed and
passed at the meeting even though the requirements of the preceding paragraph
have not been complied with.
c. The notice of any general meeting
must –
(ii)
state the time and date of the meeting,
(iii)
give the address at which the meeting is
to take place,
(iv)
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, and
(v)
if a proposal to alter the
constitution of the CIO is to be considered at the meeting, include the text of
the proposed alteration.
(4) Procedure
at meetings
(a) No
business 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, a quorum is not less than [5%] of the
members of the CIO present in person. A corporate member who, in accordance
with sub-clause (f) below, is represented by a person present at the meeting is
present in person;
(c) If
a quorum is not present within 15 minutes of the time stated in the notice
calling the meeting as the time of the meeting, the meeting, if called by or at
the request of members, is closed.
(d) In
any other case the meeting is adjourned to such other time, date and place as
may be determined by the chairman of the meeting.
(e) If
a quorum is not present within 15 minutes of the time so determined as the
start of the adjourned meeting, the member or members present at the meeting is
or are a quorum.
(f)
The chair (if any) of the CIO, or such other person as may be nominated for the
purpose by the charity trustees of the CIO, must, if present at the general
meeting and willing to act, preside as chair of the meeting. Subject to that,
the members of the CIO who are present at a general meeting shall elect a chair
to preside at the meeting.
(g)
Any of the following decisions must be taken by a 75% majority of those voting
at the meeting -
(i) a decision to alter the
constitution of the CIO;
(ii) a decision to amalgamate the CIO with one or more other CIOs;
(iii) a decision to transfer the undertaking of the CIO to one or
more other CIOs; or
(iv) a decision to wind up or dissolve the CIO.
(h) Any
other decision shall be taken by a simple majority of those voting at the
meeting.
(i) A resolution put to the vote of a meeting shall be
decided on a show of hands, unless before or on the declaration of the result
of the show of hands a poll is duly demanded. A poll may be demanded by the
chair or by not less than 10% of the members present in person or by proxy at
the meeting. A poll may not be demanded on the question of the election of a
chair or on a question of adjournment.
(j) A
poll shall be taken, and the result of the poll shall be announced, in such
manner as the chair of the meeting shall decide.
(k) A
poll may be taken -
(i) at the meeting at which it was
demanded, or
(ii) at some other time and place specified by the chair, or
(iii) through the use of postal or electronic communications.
(l)
But the poll shall be taken, and the result of the poll announced, within 30
days of the demand for the poll.
(m) In
the event of an equality of votes, whether on a show of hands or on a poll, the
chair of the meeting shall have a casting vote.
(5) Proxy
voting
Any
member of the CIO is entitled to appoint another person as a proxy to exercise
all or any of that member’s rights to attend and to speak and vote at a general
meeting of the CIO.
Any
proxy shall, before admission to the meeting, provide the CIO with evidence of
his authority to act as a proxy for a member at that meeting.
The
CIO may rely on that evidence unless and until it is notified by the member
that the authority has been terminated.
(6) Representation
of corporate members
If a
corporate body is a member of the CIO it may, by a decision of its governing
body, authorise a person to act as its representative at any general meeting of
the CIO.
The
representative is entitled to exercise the same powers on behalf of the
corporate body as the corporate body could exercise if it were an individual
member of the CIO.
(7) Adjournment
of meetings
The
chair may with the consent of a meeting at which a quorum is present (and shall
if so directed by the meeting) adjourn the meeting from time to time and from
place to place, but no business shall be transacted at an adjourned meeting
other than business which might properly have been transacted at the meeting
had the adjournment not taken place.
10. Charity
trustees
(1) Functions
The CIO’s charity trustees shall manage the affairs of the CIO
and may for that purpose exercise all the powers of the CIO.
(2) Duties
of charity trustees
It is
the duty of each charity trustee of the CIO -
(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 any special
knowledge or experience that he or she has or professes to have, and, 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.
(3) First
charity trustees
The
first charity trustees of the CIO shall be –
.............................................................................
.............................................................................
.............................................................................
The first charity trustees of the CIO are
all those directors of the company limited by guarantee registered in England
as the International Society for Condensed Matter Nuclear Science.
(4) Termination of charity
trusteeship and appointment of charity trustees
(a) At the first annual general
meeting of the members of the CIO all the charity trustees of the CIO shall
retire from office;
(b) At every subsequent
annual general meeting of the members of the CIO, one-third of the charity
trustees of the CIO shall retire from office. If the number of charity trustees
is not three or a multiple of three, then the number nearest to one-third shall
retire from office, but if there is only one charity trustee, he or she shall
retire;
(c)
The charity trustees to retire by rotation shall be those who have been longest
in office since their last appointment or reappointment, but as between people
who were last appointed or reappointed on the same day those to retire shall,
unless they otherwise agree among themselves, be determined by lot;
(d)
The vacancies so arising may be filled by the decision of the members at the
annual general meeting;
(e)
Subject to the preceding provisions of this clause, a charity trustee of the
CIO ceases to hold office if –
(i) he retires by notifying the CIO
accordingly;
(ii) he dies, or in the case of a corporate charity trustee,
ceases to exist;
(iii) he becomes incapable by reason of mental disorder, illness
or injury of managing and administering his own affairs; or
(iv) he becomes disqualified for acting as a charity trustee of
the CIO, and has not obtained a waiver from the Charity Commission which would
permit him to act in the administration of the CIO within 3 months of the date
of the event which gave rise to the disqualification.
(f)
Either the members or the charity trustees of the CIO may at any time decide to
appoint a new charity trustee, whether in place of a charity trustee who has
ceased to hold office as the result of the preceding provisions of this clause,
or as an additional charity trustee, provided that the limit specified in
clause 10 on the number of charity trustees would not as a result be exceeded.
(g) A
person so appointed by the members of the CIO shall retire in accordance with
the provisions of sub-clauses (b) and (c) above. A person so appointed by the
charity trustees of the CIO shall retire at the conclusion of the annual
general meeting next following the date of his appointment, and shall not be
counted for the purpose of determining which of the charity trustees is to
retire by rotation at that meeting.
(h)
Any person retiring from office under sub-clauses (b), (c) or (g) above is
eligible for reappointment.
(5) Register
of charity trustees
The
CIO must keep a register of its charity trustees, and the following particulars
of each charity trustee must be entered in the register-
(a) In
the case of an individual -
(i) the trustee’s name, and any
former name;
(ii) an address at which documents may be effectively served on
the trustee;
(iii) the country or state (or part of the
(iv) the trustee’s nationality;
(v) the trustee’s business occupation; and
(vi) the trustee’s date of birth;
(b) and in the case of any other charity trustee, the particulars
which are set out in Regulation 58 of The Charitable Incorporated Organisations
(General) Regulations 2008.
11.
Minimum number of charity trustees for the effective transaction of business
There shall be a
minimum of [two] charity trustees of the CIO required for the effective
transaction of any business other than –
(i)
calling a meeting of the
charity trustees or the members of the CIO;
(ii)
appointing a new charity
trustee of the CIO; or
(iii)
admitting new members of
the CIO.
12.
Maximum number of charity trustees who may be appointed
Neither the
members of the CIO nor the charity trustees may appoint a charity trustees at
any time when the effect of an appointment would be that there were more than
[12] charity trustees.
13.
Taking of decisions by charity trustees
Any decision may
be taken either at a meeting of the charity trustees or in some other way
agreed to by all of the charity trustees.
14.
Delegation by charity trustees
The
charity trustees may delegate any of their powers to a committee or committees,
and, if they do, they must determine the terms and conditions on which the
delegation is made. The charity trustees may at any
time alter those terms and conditions, or revoke the delegation.
This power is in
addition to any other power of delegation available to the charity trustees of
the CIO, but is subject to the following requirements -
i.
a committee may consist of one or more persons, but at least one member
of each committee must be a charity trustee;
ii. the acts and proceedings of any committee shall be
brought to the attention of the charity trustees as a whole as soon as is
reasonably practicable; and
iii. the
charity trustees shall from time to time review the arrangements which they
have made for the delegation of their powers.
15. Meetings of
charity trustees
(1) Calling
meetings
Any
charity trustee may call a meeting of the charity trustees.
Subject
to that, the charity trustees shall decide how their meetings are to be called,
and what notice is required.
(2) Procedure
at meetings
(i)
No decision shall be
taken at a meeting unless a quorum is present at the time when the decision is
taken. The quorum is two charity trustees, or the number nearest to one third
of the total number of charity trustees, whichever is greater, or such larger
number as the charity trustees may decide from time to time. 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.
(ii)
Questions arising at a meeting shall be decided by a majority of those
eligible to vote.[ A poll may be demanded by any
trustee.
(iii)
A poll shall be taken, and the result of the poll shall be announced, in
such manner as the chairman of the meeting shall decide. A poll may be taken -
a.
at the meeting at which it was demanded, or
b.
at some other time and place specified by the chairman, or
c.
through the use of postal or electronic communications.
(iv)
But the poll shall be taken, and the result of the poll
announced, within 30 days of the demand for the poll.]
(v)
In the case of an equality of votes, [whether on a show of hands or on a
poll,] the person who chairs the meeting shall have a second or casting vote.
(vi)
The charity trustees may appoint one of their number
to chair their meetings and may at any time revoke such appointment. 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 appointed for the meeting, the
charity trustees present may appoint one of their number to chair that meeting.
16. Use of
electronic communications
(i)
To the CIO; Any
member of the CIO may communicate electronically with it, so long as the
communication is authenticated in a manner which is satisfactory to the CIO.
(ii)
By the CIO; Any member of the CIO is to be taken, by admission to
membership, to have agreed to the receipt of communications from the CIO in
electronic form, unless the member has indicated to the charity trustees of
the CIO their unwillingness to receive such communications in that form.
The
charity trustees of the CIO may, subject to compliance with any legal
requirements, by means of publication on its website -
17.
CIO records
The
charity trustees must keep adequate records of their own proceedings, of the
proceedings of any committee, and of the proceedings of the members of the CIO,
whether those proceedings take place at meetings or not.
The records
should include details of persons present, any appointments
made and of other decisions taken in the course of those proceedings.
18.
Accounting records, accounts, annual reports and returns, register maintenance
The
charity trustees of the CIO shall comply with the requirements of Part 6 of the
Charities Act 1993 with regard to the keeping of accounting records, to the
preparation and scrutiny of accounts, and to the preparation of annual reports
and returns. The accounts, reports and returns shall be sent to the Charity
Commission, regardless of the income of the CIO.
The charity trustees
of the CIO must notify the Commission promptly of any change in the particulars
of the charity entered on the Central Register of Charities.
19. Rules
The
charity trustees of the CIO 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 no such rules or bye laws shall be
inconsistent with any provision of this constitution.
20. Amendment of
constitution
iv. This constitution
can only be amended by the unanimous resolution of the members of the CIO or by
a resolution passed by a 75% majority of those voting at a general meeting of
the members of the CIO.
v. Any alteration of
clause 3 (Purpose), of clause 23 (Destination of the CIO’s
assets on dissolution) 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.
vi. A copy of the
resolution, together with a copy of the CIO’s
constitution as amended must be sent to the Commission by the end of the period
of 15 days beginning with the date of passing of the resolution, and the
amendment does not take effect until it has been registered by the Commission.
21.
Winding up and dissolution
Any decision to
wind up or dissolve the CIO can only be taken by the unanimous resolution of
the members of the CIO, or by a resolution passed by a 75% majority of those
voting at a general meeting of the members of the CIO.
22. Liability of
members to contribute to the assets of the CIO if it is wound up
Option
1
The members of
the CIO have no liability to contribute to its assets if it is wound up, and accordingly
have no personal responsibility for the settlement of its debts and
liabilities.
Option 2
(1) The members
of the CIO are, if the CIO is wound up, each liable to contribute to the assets
of the CIO such amount (but not more than Ł[...]) as
may be required for payment of the debts and liabilities of the CIO contracted
before that person ceases to be a member, for payment of the costs, charges and
expenses of winding up, and for adjustment of the rights of the contributories
among themselves.
(2) In
sub-clause (a) “member” includes any person who was a member of the CIO within
12 months prior to the commencement of the winding up.
(3) But subject
to that, the members of the CIO have no liability to contribute to its assets
if it is wound up, and accordingly have no personal responsibility for the
settlement of its debts and liabilities beyond the amount that they are liable
to contribute.
23. Destination
of the CIO’s assets on dissolution
vii. 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 assets of the CIO remaining after the payment of
all its debts shall be applied.
viii. If the
resolution does not contain such a provision, the charity trustees must decide
how any assets of the CIO remaining after the payment of all its debts shall be
applied.