This constitution is for charities with an income under £5k pa that don’t plan to have any significant contracts, such as leasing property, or employing staff. An unregistered charity isn't incorporated, so those running it are not protected by limited liability.
Charities whose income exceeds £5k pa, must register with their charity regulator. If your income is below £5k pa and you wish to register, you can do so as a CIO. Registered charities tend to be seen more positively by donors and some trusts and companies will only fund registered charities.
I am not a lawyer and it’s not possible to create a template that covers all organisations and situations, so, in using this, you accept I have no liability whatsoever. If you need professional advice, this isn’t it - you can find links to pro bono legal support on my website.
SMALL CHARITY CONSTITUTION
The charity’s name is ______________________________________________________
Run may wish to run a search on the Charity Commission and Companies House websites to ensure that your name isn’t already being used by another organisation. If there is and you subsequently wished to register, you may not be able to register without changing your name and the other organisation may complain, if they were to become aware.
Sometimes also referred to as the objects, are what your organisation has been set up to do. You can have one or more, but ensure that your purposes fit within one or more of the 13 charitable purpose listed in CC4.
Write these as:
· The purpose – the relief of poverty, etc
· How you will do it – by making grants, providing advice etc
· Who for (your beneficiaries) – older people, etc and;
· Where - globally, Pakistan, England, London etc.
The charity shall be managed by a committee of trustees who are appointed at the Annual General Meeting (AGM) of the charity.
In order to carry out the charitable purposes, the trustees have the power to:
(1) raise funds, receive grants and donations
(2) apply funds to carry out the work of the charity
(3) co-operate with and support other charities with similar purposes
(4) do anything which is lawful and necessary to achieve the purposes
The charity shall have a membership. People who support the work of the charity and are aged 18 or over, can apply to the trustees to become a member. Once accepted by the trustees, membership lasts for 3 years and may be renewed. The trustees will keep an up-to-date membership list.
The trustees may remove a person’s membership if they believe it is in the best interests of the charity. The member has the right to be heard by the trustees before the decision is made and can be accompanied by a friend.
6 ANNUAL GENERAL MEETING - AGM
(1) The AGM must be held every year, with 14 days’ notice given to all members telling them what is on the agenda. Minutes must be kept of the AGM.
(2) There must be at least ___ members present at the AGM.
(3) Every member has one vote.
(4) The trustees shall present the annual report and accounts.
(5) Any member may stand for election as a trustee.
(6) Members shall elect between 3 and 12 trustees to serve for the next year. They will retire at the next AGM but may stand for re-election.
7 TRUSTEE MEETINGS
(1) Trustees must hold at least 3 meetings each year. At their first meeting after the AGM they will elect a chair, treasurer and secretary. Trustees may act by majority decision.
(2) At least 3 trustees must be present at the meeting to be able to take decisions. Minutes shall be kept for every meeting.
(3) If trustees have a conflict of interest they must declare it and leave the meeting while this matter is being discussed or decided.
(4) During the year, the trustees may appoint up to 2 additional trustees. They will stand down at the next AGM.
(5) The trustees may make reasonable additional rules to help run the charity. These rules must not conflict with this constitution or the law.
8 MONEY AND PROPERTY
(1) Money and property must only be used for the charity’s purposes.
(2) Trustees must keep accounts. The most recent annual accounts can be seen by anybody on request.
(3) Trustees cannot receive any money or property from the charity, except to refund reasonable out of pocket expenses.
(4) Money must be held in the charity’s bank account. All expenditure transactions, such as cheque signatures and online banking authorisation, must be authorised by 2 trustees.
9 GENERAL MEETINGS
If the Trustees consider it is necessary to change the constitution, or wind up the charity, they must call a General Meeting so that the membership can make the decision. Trustees must also call a General Meeting if they receive a written request from the majority of members. All members must be given 14 days’ notice and told the reason for the meeting. All decisions require a two thirds majority. Minutes must be kept.
(1) Winding up - any money or property remaining after payment of debts must be given to a charity with similar purposes to this one.
(2) Changes to the Constitution - can be made at AGMs or General Meetings. No change can be made that would make the organisation no longer a charity.
(3) General Meeting - called on written request from a majority of members.
(4) Trustees may also call a General Meeting to consult the membership
Any charity would be well advised to have insurance cover, but public liability may well not cover the above, which may require ‘directors’ and officers’ cover. Take advice from your broker.
An unincorporated association cannot in its own name, enter into contracts, sue or be sued, take on a lease, own property, or employ staff. If a claim is made, it cannot be made against the charity, so it will almost certainly be against the individuals running it, which is why I have drafted an indemnity clause above and suggested that you seek specific insurance advice to confirm that your insurance company will accept this.
11 SETTING UP THE CHARITY
This constitution was adopted on _____________ 20___ by the people whose signatures appear below. They are the first members of the charity and will be the trustees until the AGM, which must be held within one year of this date.