What a charity constitution is, how to download the Charity Commission governing document template for a CIO Foundation Model or other charity, a sample constitution for a small group or a CIC constitution. Plus Constitution and Governing Document FAQS at the end.
Charity constitutions, governing documents, and articles of association are different legally but fundamentally do the same thing. Essentially, these outline what your charity or CIC exists to do, its functions and the rules under which it will operate. Charitable companies and CICs have articles of association, charitable trusts and association and foundation CIOs model constitutions (governing document). Small charities and clubs may simply refer to their constitution as club rules, or similar.
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The Charity Commission guidance explains that your charity constitution is a legal document that sets out:
The Charity Commission guidance (CC22b) on how to write your governing document is here.
The Charity Commission provides model governing documents for Charitable Companies, Trusts and CIO Foundations and Associations. This Charity Excellence resource explains these different types of charity, provides a step-by-step process to register yours and you can download the relevant constitution from the governing documents section.
The term used by the Charity Commission is unincorporated association, but is often referred to as a small charity, community or constituted group. There are an estimated 100,000 of these and setting one up is very quick and simple. The sample constitution for a small group is much simpler and does not have to be registered with the Charity Commission. This Charity Excellence toolkit explains everything you need to know to set one up. You can download a constitution template from the 'How To Set up.' section.
CICs are companies, so have articles of association.
The are 2 types of articles for CICs:
In addition to this, if your CIC company will be limited by shares, there are additional types of articles called schedule 2 and 3.
In my experience, the vast majority of CICs are Limited By Guarantee and are small membership.
This Charity Excellence resource provides a simple toolkit to enable you to register your CIC. You can download the model articles from the 'Articles Of Association' section.
For sports clubs, Sport England has guidance on creating your constitution. Be aware that, if you wish to become a Community Amateur Sports Club (CASC) to register with HMRC to claim Gift Aid and other tax reliefs, you will need to include specific clauses in your governing document.
Changes to your governing document should be approved your board and, if applicable, approval by members and/or your regulator. The Charity Commission guidance for charities is here.
What is required should be detailed in your governing document and for substantive changes may require what is often referred to as a special (or extraordinary) resolution. For example, changing your objects (purposes), name or legal structure. It normally requires a much higher percentage (often 75%) of those voting to approve it.
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This article is for general interest only and does not constitute professional legal or financial advice. I'm neither a lawyer, nor an accountant, so not able to provide this, and I cannot write guidance that covers every charity or eventuality. I have included links to relevant regulatory guidance, which you must check to ensure that whatever you create reflects correctly your charity’s needs and your obligations. In using this resource you accept that I have no responsibility whatsoever from any harm, loss or other detriment that may arise from your use of my work. If you need professional advice, you must seek this from someone else. To do so, register, then login and use the Help Finder directory to find pro bono support. Everything is free.