About The Rec

CHARITABLE INCORPORATED ORGANISATION

CIO Registration Certificate (PDF, opens in new window)

Constitution of

COPMANTHORPE & DISTRICT RECREATION CENTRE

Incorporated on
Registration No.

Constitution of a Charitable Incorporated Organisation whose only voting members are its charity trustees

(‘Foundation’ model constitution)

1. NAME
The name of the Charitable Incorporated Organisation (“CIO”) is Copmanthorpe & District Recreation Centre.
2. NATIONAL LOCATION OF PRINCIPAL OFFICE
The CIO must have a principal office in England or Wales. The principal office of the CIO is in England.
3. OBJECT
The object of the CIO is to promote for the benefit of the inhabitants of Copmanthorpe and district, York, the provision of facilities for recreation or other leisure time occupation of individuals who have need of such facilities by reason of their youth, age, infirmity or disablement, financial hardship or social and economic circumstances or for the public at large in the interests of social welfare and with the object of improving the condition of life of the said inhabitants.
4. POWERS
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 has power to:
(1) 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;
(2) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(3) 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;
(4) 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; and
(5) 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.

5. APPLICATION OF INCOME AND PROPERTY
(1) The income and property of the CIO must be applied solely towards the promotion of the object.
(2) 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;
(3) 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 Charites Act 2011.
(4) 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.
(5) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.
(6) All payments in respect of the use of the property of the CIO and all donations for the benefit of the CIO shall be paid into a bank account held in the name of the CIO as administered by the charity trustees. The money standing to the credit of such account shall be applied as the charity trustees shall decide including in maintaining, repairing and insuring any property of the CIO, and in paying rent, rates, taxes, salaries, wages and any other outgoings and in providing equipment and means of recreation and otherwise for the maintenance and improvement of any property of the CIO.
6. BENEFITS AND PAYMENTS TO CHARITY TRUSTEES AND CONNECTED PERSONS
(1) General provisions
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 such benefit is available generally to any beneficiaries of the CIO.
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 sections 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 CIO may also rent or lease any of its premises to a charity trustee or connected person, provided again that the amount of rent and terms of the lease are reasonable and proper and all requirements of charity law in connection with the disposal of land are complied with. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of any such 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.

(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 advantages 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 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 not in receipt of remuneration or payments authorised by clause 6.

(4) In sub-clause (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 30 (Interpretation).

7. 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), unless the charity trustees resolve that they wish the relevant charity trustee to remain during the discussions for the purpose of answering questions or providing information relevant to the discussions. The relevant charity trustee must then leave the meeting once his or her presence is no longer required and/or when any vote takes place. 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.
8. 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.
9. CHARITY TRUSTEES
(1) Functions and duties of charity trustees
a) 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:
i) to exercise his or her powers and to perform his or her functions in his or her capacity 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

ii) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:
a. any special knowledge or experience that he or she has or holds himself or herself out as having; and
b. if he or she acts as a charity trustee of the CIO in the course of a business or profession, 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 individual may be appointed as a charity trustee of the CIO:
i) if he or she is under the age of 18 years; or
ii) if he or she would automatically cease to hold office under the provisions of clause 12(1)(e).
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.

(3) Number of charity trustees
a) The general management and control of the CIO shall be vested in the charity trustees, forming a committee of management (the “Committee”).
b) There must be at least four 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 new charity trustees.
c) There is no maximum number of charity trustees that may be appointed to the CIO.
d) The Committee shall be made up of:
i) A Chairman;
ii) A Vice-Chairman;
iii) An Honorary Secretary;
iv) An Honorary Treasurer;
v) The persons appointed by the organisations set out in the First Schedule, each of which such organisations is entitled to appoint one trustee (known as a “Nominated Trustee”); and
vi) Any other trustee appointed in accordance with this constitution.
e) The charity trustees as at the date of this constitution are the persons specified in the Second Schedule.
f) The Committee shall have the power by resolution of the Committee to allow any other organisation within the Parish and District of Copmanthorpe as they see fit in their discretion to appoint a Nominated Trustee in the same manner as if such organisation had been mentioned
in the Schedule.
g) The Honorary Secretary shall keep a full and up to date register of all current charity trustees including all Nominated Trustees and their appointing organisations.
h) The Committee shall have the power to appoint in its sole discretion on such terms as it sees fit an auditor or solicitor or chartered surveyor or any other adviser as may be considered necessary or desirable.

10. APPOINTMENT OF CHARITY TRUSTEES
(1) Every trustee other than a Nominated Trustee must be appointed by a resolution passed at a properly convened meeting of the charity trustees.
(2) In selecting individuals for appointment as charity trustees, the charity trustees must have regard to the skills, knowledge and experience needed for the effective administration of the CIO.
(3) Appointment of honorary officers
a) The Chairman, Vice-Chairman, Honorary Secretary and Honorary Treasurer and any other honorary officers the charity trustees resolve to appoint shall be elected at a properly convened meeting of the charity trustees. Such officers need not be existing trustees but subject to the provisions of sub clause (b) of this clause (3) on election they shall automatically become charity trustees. Each shall remain in office until they resign or die or until the charity trustees elect another person in their place.
b) In the event that there is no charity trustee who is willing or who has the appropriate and relevant expertise to act as Honorary Secretary or Honorary Treasurer then the Committee may by resolution appoint someone who is not a current charity trustee to fill such role(s) and if necessary to remunerate such person(s) on such terms as the Committee may decide. The resolution shall specify whether or not any such person is also to be appointed as a charity trustee.
(4) Nominated Trustees
a) The names of the relevant Nominated Trustees shall be notified by each appointing organisation to the Honorary Secretary.
b) Each appointment shall be for the life of the relevant Nominated Trustee unless a Nominated Trustee retires or is replaced by a New Nominated Trustee appointed by the appointing organisation. A casual vacancy arising from the death or resignation of the Nominated Trustee may be filled by the appointing organisation but does not have to be.
c) The appointment will be effective from the later of the date of the vacancy, the date on which the charity trustees or the Honorary Secretary is informed of their appointment, or the date on which the appointer or the Nominated Trustee informs the Honorary Secretary of the necessary details to enable the Nominated Trustee to be registered as a charity trustee with the Charity
Commission.
d) The person appointed as Nominated Trustee need not be a member of the appointing organisation.
e) A Nominated Trustee appointed by an appointing organisation has the same duty under clause 9(1) as the other charity trustees to act in the way he or she decides in good faith would be most likely to further the purposes of the CIO.

11. INFORMATION FOR NEW CHARITY TRUSTEES
The charity trustees will make available to each new charity trustee as soon as possible after his or her first appointment:
a) a copy of the current version of this constitution; and
b) a copy of the CIO’s latest Trustees’ Annual Report and financial statements.

12. RETIREMENT AND REMOVAL OF CHARITY TRUSTEES
(1) A charity trustee ceases to hold office if:
a) he or she retires by notifying the CIO in writing at any time (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
b) the charity trustees resolve by a majority of not less than 75% of the charity trustees present at a duly constituted Committee meeting that his or her office be vacated and a new charity trustee be appointed in their place;
c) he or she dies;
d) if the charity trustees receive notice that in the written opinion of a registered medical practitioner treating a charity trustee, that charity trustee has become physically or mentally incapable of acting as a charity trustee and is likely to remain so for more than three months;
e) he or she is disqualified from acting as a charity trustee by virtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision);
f) he or she is a Nominated Trustee who is removed by the relevant appointing organisation or if the appointing organisation appoints a new Nominated Trustee in his or her place; or
g) he or she is a Nominated Trustee whose appointing organisation ceases to exist.

(2) Any person retiring as a charity trustee is eligible for re-appointment or re- election unless such person is prohibited by law from being a charity trustee.

13. TAKING OF DECISIONS BY CHARITY TRUSTEES
Any decision may be taken either:
a) at a meeting of the charity trustees; or
b) by resolution in writing or electronic form agreed by a majority of all 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 the charity trustees has signified their agreement. Such a resolution shall be effective provided that:

i) a copy of the proposed resolution has been sent, at or as near as reasonably practicable at the same time, to all of the charity trustees; and
ii) the majority of all of the charity trustees has signified agreement to the resolution in a document or documents which has or have been authenticated by their signature, by a statement of their identity accompanying the document or documents, or in such other manner
as the charity trustees have previously resolved, and delivered to the CIO at its principal office or such other place as the trustees may resolve.

14. 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 shall 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.
(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 a 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.

15. MEETINGS OF CHARITY TRUSTEES
(1) Calling meetings
a) Any charity trustee may call a meeting of the charity trustees on not less than 14 days’ notice.
b) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.

c) Members of the public and other organisations may be invited to attend meetings of the charity trustees but shall have no right to vote at such meetings.
(2) Chairing of meetings
The Chairman shall chair the meetings of the charity trustees. If the Chairman is not present at the time of the meeting, the Vice-Chairman shall preside over the meeting otherwise the charity trustees present may appoint one of their number to chair that meeting in either case until the Chairman or Vice Chairman arrives.
(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 four charity trustees, 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.
b) Questions arising at a meeting shall be decided by a majority of those present and eligible to vote. Each charity trustee shall have one vote.
c) In the case of an equality of votes, the Chairman shall have a second or casting vote.
d) If the number of charity trustees falls below the quorum required, the remaining charity trustees may hold a valid meeting for the purpose only of appointing additional charity trustees.
(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.
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.

(5) Proxy voting

a) Any charity trustee of the CIO may appoint another charity trustee as a proxy to exercise all or any of that charity trustee’s rights to attend, speak and vote at a charity trustee meeting. Proxies must be appointed by a notice in writing (a “proxy notice”) which:
i) states the name and address of the charity trustee appointing the proxy;
ii) identifies the person appointed to be that charity trustee’s proxy and the meeting in relation to which that person is appointed;
iii) is signed by or on behalf of the charity trustee appointing the proxy, or is authenticated in such manner as the CIO may determine; and
iv) is delivered to the CIO in accordance with the constitution and any instructions contained in the notice of the meeting to which they relate.
b) The CIO may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.
c) Proxy notices may (but do not have to) specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.
d) Unless a proxy notice indicates otherwise, it must be treated as:
i) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and
ii) appointing that person as a proxy in relation to any adjournment of the meeting to which it relates as well as the meeting itself.
e) A charity trustee who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the CIO by or on behalf of that charity trustee and if the charity trustee attends that meeting or its adjournment the proxy notice shall be cancelled.
f) An appointment under a proxy notice may be revoked by delivering to the CIO a notice in writing given by or on behalf of the charity trustee by whom or on whose behalf the proxy notice was given.

g) A notice revoking a proxy appointment may take effect if it is delivered before or after the start of the meeting or adjourned meeting to which it relates.
h) If a proxy notice is not signed or authenticated by the charity trustee appointing the proxy, it must be accompanied by written evidence that the person who signed or authenticated it on that charity trustee’s behalf had authority to do so.
(6) Electronic voting
a) The CIO may, if the charity trustees so decide, allow the trustees to vote by electronic mail (“email”) on any matter that is being decided at a meeting of the trustees.
b) If email voting is to be allowed on a matter, with the notice of the meeting the CIO must include an explanation of the purpose of the vote and the voting procedure to be followed, and a voting form capable of being returned by email to the CIO, containing details of the resolution being put
to the vote.
c) The voting procedure must specify the closing date and time for receipt of votes and must state that any votes received after the closing date or not complying with the voting procedure will be invalid and will not be counted. It must also specify an email address for receipt of votes
d) Printed copies of all email votes received must be given to the Chairman (if not received by the Chairman) prior to the commencement of the meeting and the Chairman shall announce the result of the email vote before the vote by show of hands is taken at the meeting
e) Copies of the email votes must be retained by the CIO for a period of not less than 6 months after the date of the meeting.
f) Any dispute about the conduct of an email ballot must be referred initially to a panel set up by the charity trustees, to consist of two trustees and two persons independent of the CIO. If the dispute cannot be satisfactorily resolved by the panel, it must be referred to the Electoral Reform
Services, the Election Centre, 33 Clarendon Road, London, N8 0NW (www.electoralreform.co.uk).
(7) Annual Public Meetings

a) The Committee shall have the power to convene an annual public meeting in any year if thought necessary or desirable. The minimum period of notice required to hold an annual public meeting shall be 14 days. The Committee shall publicise such meeting as widely as practicable including by notice in the Copmanthorpe Village Newsletter (or any substitute publication) or by
displaying notices at the recreation centre or in some conspicuous place or places in the Parish of Copmanthorpe and District so that the meeting is open to inhabitants of the Parish and District of the age of eighteen years or over.
b) The business of the annual public meeting shall be to receive the charity trustees’ annual report and accounts and reports from such officers as the charity trustees consider appropriate and to question the charity trustees on the operation of the recreation centre and make suggestions as to possible improvements together with any other business which the charity trustees in their discretion consider appropriate. For the avoidance of doubt members of the public and other organisations may attend and speak at the annual public meeting but shall have no right to vote.

16. MEMBERSHIP OF THE CIO
(1) The members of the CIO shall be its charity trustees for the time being. The only persons eligible to be members of the CIO are its charity trustees. Membership of the CIO cannot be transferred to anyone else.
(2) Any member and charity trustee who ceases to be a charity trustee automatically ceases to be a member of the CIO.
17. INFORMAL OR ASSOCIATE (NON-VOTING) MEMBERSHIP
(1) 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.
(2) 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.

18. DECISIONS WHICH MUST BE MADE BY THE MEMBERS OF THE CIO
(1) Any decision to:
a) amend the constitution of the CIO;
b) amalgamate the CIO with, or transfer its undertaking to, one or more other CIOs, in accordance with the Charities Act 2011; or
c) wind up or dissolve the CIO (including transferring its business to any other charity) must be made by a resolution of the members of the CIO (rather than a resolution of the charity trustees).
(2) Decisions of the members may be made either:
a) by resolution at a general meeting; or
b) by resolution in writing, in accordance with sub-clause (4) of this clause.
(3) Any decision specified in sub-clause (1) of this clause must be made in accordance with the provisions of clause 28 (amendment of constitution),
clause 29 (Voluntary winding up or dissolution), or the provisions of the Charities Act 2011, the General Regulations or the Dissolution Regulations as applicable. Those provisions require the resolution to be agreed by a 75% majority of those members voting at a general meeting in person or by proxy, or agreed by all members in writing.
(4) Except where a resolution in writing must be agreed by all the members, such a resolution may be agreed by a simple majority of all the members who are entitled to vote on it. Each member shall have one vote. Such a resolution shall be effective provided that:
a) a copy of the proposed resolution has been sent to all the members eligible to vote; and
b) the required majority of members has signified its agreement to the resolution in a document or documents which are received at the address specified 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, The resolution in writing may comprise several copies to which one or more members has signified their agreement. 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 and who remain members when all members’ agreements have been received or, if earlier, the period of 28 days has expired.
19. GENERAL MEETINGS OF MEMBERS
(1) Calling of general meetings of members
The charity trustees may designate any of their meetings as a general meeting of the members of the CIO. The purpose of such a meeting is to discharge any business which must by law be discharged by a resolution of the members of the CIO as specified in clause 18 (Decisions which must be made by the members of the CIO).
(2) Notice of general meetings of members
a) The minimum period of notice required to hold a general meeting of the members of the CIO is 14 days.
b) Except 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, a general meeting may be called at shorter notice if it is so agreed by a majority of the members of the CIO.
c) 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.

(3) Procedure at general meetings of members
The provisions in clause 15(2) - 15(6) governing the chairing of meetings, procedure at meetings and participation in meetings by electronic means apply to any general meeting of the members, with all references to trustees to be taken as references to members.

20. 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:
a) who was disqualified from holding office;

b) who had previously retired or who had been obliged by the constitution to vacate office;
c) 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).
(3) The proceedings of the Committee shall not be invalidated by any vacancy among its members or by any defect in the appointment or qualification of any member.

21. 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.

22. USE OF ELECTRONIC COMMUNICATIONS
(1) General
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 Charity 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 19(2) (Notice of general meetings);
ii) give charity trustees notice of their meetings in accordance with clause 15 (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 18 (Members’ decisions), 18(4) (Decisions taken by resolution in writing), or the provisions for electronic voting (clause 15(6)).
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.

23. 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, a (combined) register of its members and charity trustees.
24. MINUTES
The charity trustees must keep minutes of all:

(1) appointments of officers 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:
a) the names of the trustees present at the meeting;
b) the decisions made at the meetings; and
c) where appropriate the reasons for the decisions;
(4) decisions made by the charity trustees otherwise than in meetings.
25. 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 account, and to the preparation of annual reports and returns. The statements of account, 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.
(3) The financial year of the CIO shall end on 31 March each year.
(4) One or more bank accounts shall be held by the CIO and all cheques drawn or instructions for the electronic transfer of monies from such accounts shall be signed or authorised (as appropriate) by two charity trustees, drawn from a panel of charity trustees authorised by the Committee for that purpose. In the case of the carnival committee the charity trustees may authorise a member of that committee who is not a charity trustee to be one of the signatories.

26. RULES
The charity trustees may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO and the recreation centre, but such rules or bylaws must not be inconsistent with any provision of this constitution. Copies of any such rules or bylaws currently in force must be made available to any member of the CIO on request.

27. DISPUTES
If a dispute arises between 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.

28. AMENDMENT OF CONSTITUTION
As provided by sections 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 those voting at a general meeting of the members of the CIO called in accordance with clause 19 (General meetings of members).

(2) Any alteration of clause 3 (Objects), clause 29 (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 every resolution amending the constitution, 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 recorded in the Register of Charities.

29. 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, or to discontinue the use of the property of the CIO for the purposes of the objects, can only be made:
a) at a general meeting of the members of the CIO called in accordance with clause 19 (General meetings of members), of which not less than 21 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;
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.

30. INTERPRETATION
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 applies 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 10, Chapter 4 of the General Regulations.
“charity trustee” means a charity trustee of the CIO.
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.

SCHEDULE I – APPOINTING ORGANISATIONS

Copmanthorpe Parish Council
Copmanthorpe Parochial Church Council
Copmanthorpe Methodist Church
Copmanthorpe Women’s Institute
Friends of Copmanthorpe School
Copmanthorpe Youth Club
Copmanthorpe Scout Group
Copmanthorpe Girl Guides
Copmanthorpe Football Club
Copmanthorpe Cricket Club
Copmanthorpe Tennis Club
Copmanthorpe Bowling Club
Copmanthorpe Badminton Club
Copmanthorpe Netball Club
Copmanthorpe Table Tennis Club

SCHEDULE II – CHARITY TRUSTEES AT THE DATE OF THIS CONSTITUTION
Officers:
Chairman: David Robert Kershaw
Vice Chairman: Timothy Bernard Duffy, a trustee appointed by Copmanthorpe Methodist Church
Treasurer: William Marsh
Secretary: John Martin Pickard

Elected Members
Richard Hepworth
Alan Murray
Peter Dudley Northfield
John Watson

Appointed Members
Scout Group: Stephen Robert Hind
Parish Council: Peter John Whitfield
Youth Club: Jean Mary Auton
Football Club: Martin Dominic Brooks
Women’s Institute: Glenis Wedzicha
Methodist Church: Timothy Bernard Duffy - see above
Badminton Club: Stephen Philip Lockwood

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