Constitution
Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees
(‘Association’ Model Constitution)
Date of constitution (last amended): 9 May 2019
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1. Name
The name of the Charitable Incorporated Organisation (“the CIO”) is the Academy of Nutrition Sciences.
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 10
Cambridge Court, 210 Shepherd's Bush Rd, London W6 7NJ.
3. Object
The object of the CIO is:
To improve public health and well being by supporting research, education and associated activities
which advance the knowledge and application of evidence-based nutrition science.
Nothing in this constitution shall authorise an application of the property of the CIO for the purposes which
are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005
and section 2 of the Charities Act (Northern Ireland) 2008.
4. Powers
The CIO has power to do anything which is calculated to further its object[s] or is conducive or incidental
to doing so. In particular, the CIO’s powers include 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 those clauses;
(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 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.
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 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.
(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 not in 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 [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).
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 trustees and members to contribute to the assets of the CIO if it is wound up
If the CIO is wound up, the trustees and members of the CIO have no liability to contribute to its assets and
no personal responsibility for settling its debts and liabilities.
9. Membership of the CIO
(1) Admission of new member organisations
(a) Eligibility
Membership of the CIO is open to any organisation that is interested in furthering the CIO’s
objects and purposes, and that, by applying for membership, has indicated its agreement to
become a member and acceptance of the duty of members set out in clause 3 (Object) and
sub-clause (3) of this clause (clause 9).
A member shall be a corporate body.
(b) Admission procedure
The charity trustees:
1. may require applications for membership to be made in any reasonable way that
they decide;
2. may agree byelaws to provide detail on the application procedures, including
the ability to delegate membership decision making;
3. shall, if they approve an application for membership, notify the applicant of their
decision within 28 calendar days;
4. may refuse an application for membership if they believe that it is in the best
interests of the CIO for them to do so;
5. shall, if they decide to refuse an application for membership, give the applicant
their reasons for doing so, within 28 calendar days of the decision being taken, and
give the applicant the opportunity to appeal against the refusal; and 6. 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.
(3) Duty of members
It is the duty of each member of the CIO to exercise its powers as a member of the CIO in the way
it decides in good faith would be most likely to further the purposes of the CIO.
(4) Termination of membership
a. The Trustees may agree byelaws to provide detail on the procedure for terminating
membership, including the ability to delegate decisions on the termination of membership
(with the requirement of an opportunity to appeal the decision to the Trustees):
b. Membership of the CIO comes to an end if:
i. the member organisation ceases to exist; or
ii. the member organisation 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 six months
of its falling due; or
iv. the charity trustees decide that it is in the best interests of the CIO that the member
organisation in question should be removed from membership, and pass a resolution
to that effect.
c. Before the charity trustees take any decision to remove an organisation from membership
of the CIO they must:
i. inform the member organisation of the reasons why it is proposed to remove it from
membership;
ii. give the member organisation at least 21 calendar days notice in which to make
representations to the charity trustees as to why it should not be removed from
membership;
iii. at a duly constituted meeting of the charity trustees, consider whether or not the
member organisation should be removed from membership;
iv. consider at that meeting any representations which the member organisation makes
as to why the member organisation should not be removed; and
v. allow the member organisation, or the member’s representative, to make those
representations in person at that meeting, if the member organisation so chooses.
(5) Membership fees
The CIO may require member organisations to pay reasonable membership fees to the CIO.
(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 nonvoting
members, and non-voting members do not qualify as members for any purpose
under the Charities Acts, General Regulations or Dissolution Regulations.
10. Members’ decisions
(1) General provisions
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 subclause
(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 (including votes cast by postal or email ballot, and proxy
votes).
(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 member organisations 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 member organisations
eligible to vote; and
ii. a simple majority of member organisations has signified their agreement to the
resolution in a document or documents which are received at the principal office
within the period of 28 calendar days beginning with the circulation date. The document
signifying a member organisation’s agreement must be authenticated in such other
manner as the CIO has specified.
(b) The resolution in writing may comprise several copies to which one or more member
organisations have signified their agreement.
(c) Eligibility to vote on the resolution is limited to member organisations 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 member organisations of the CIO may request the charity
trustees to make a proposal for decision by the members.
(e) The charity trustees must within 21 calendar 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
(ii) 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 28
of this constitution (Amendment of Constitution).
(c) Any decision to wind up or dissolve the CIO must be taken in accordance with
clause 29 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.
11. 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 clause 13.
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 calendar 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, and is 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 calendar 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 calendar days notice of any general meeting to all of the members, and
to any charity trustee of the CIO who is not a member.
(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; and
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;
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 clause22 (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
The person nominated as chair by the charity trustees under clause 19 (2) (Chairing of meetings),
shall, 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.
(5) Quorum at general 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, the quorum for general meetings shall be the greater
of 5% or three members. An organisation represented by a person present at the
meeting in accordance with sub-clause (7) of this clause, is counted as being present in
person.
(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 chair must adjourn
the meeting. The date, time and place at which the meeting will resume must either be
announced by the chair or be notified to the CIO’s members at least seven calendar days
before the date on which it will resume.
(e) If a quorum is not present within 15 minutes of the start time of the adjourned meeting,
the members present at the meeting constitute a quorum.
(f) 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 (including
proxy and postal votes). Every member has one vote unless otherwise provided in the
rights of a particular class of membership under this constitution.
(b) 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 at least 10% of the members present in person
or by proxy at the meeting.
(c) A poll demanded on the election of a person to chair the meeting or on a question of
adjournment must be taken immediately. A poll on any other matter shall be taken, and
the result of the poll shall be announced, in such manner as the chair of the meeting shall
decide, provided that the poll must be taken, and the result of the poll announced, within
30 calendar days of the demand for the poll.
(d) 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.
(e) 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 second, or casting vote.
(f) 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) Representation of members
A corporate body that is a member of the CIO may, in accordance with its usual decision-making
process, 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 as an individual member of the CIO.
(8) 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 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
12. 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:
i. if he or she is under the age of 16 years; or
ii. if he or she would automatically cease to hold office under the provisions of clause
15(1)(f).
(c) No one is entitled to act as a charity trustee whether on appointment or on any reappointment
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) At least one of the trustees of the CIO must be 18 years of age or over. If there is no trustee
aged at least 18 years, the remaining trustee or trustees may act only to call a meeting of the
charity trustees, or appoint a new charity trustee.
(3) Number of charity trustees
(a) There must be at least five 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 ten. The charity trustees may not appoint
any charity trustee if as a result the number of charity trustees would exceed the
maximum.
(4) First charity trustees
The first charity trustees of the CIO are –
Dr Fiona McCullough
Professor Kevin Whelan
Professor Harry McArdle - Chair
Professor Andrew Salter – Honorary Secretary
Dr Frank Thies
Dr Margaret Ashwell
Mrs. Barbara Saunders
Professor Judy Buttriss – Honorary Treasurer
Professor Christine Williams
13. Appointment of charity trustees
(1) After the first two annual general meeting of the members of the CIO, one-third of the charity
trustees 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;
(2) The charity trustees to retire by rotation shall be those who have been longest in office since
their last appointment or reappointment. If any trustees were last appointed or reappointed
on the same day those to retire shall (unless they otherwise agree among themselves) be
determined by lot;
(3) The vacancies so arising may be filled by the decision of the members at the annual general
meeting; any vacancies not filled at the annual general meeting may be filled as provided in
sub-clause (5) of this clause;
(4) The members or the charity trustees may at any time decide to appoint a new charity trustee,
whether in place of a charity trustee who has retired or been removed in accordance with clause
15 (Retirement and removal of charity trustees), or as an additional charity trustee, provided that
the limit specified in clause 12(3) on the number of charity trustees would not as a result be
exceeded;
(5) A person so appointed by the members of the CIO shall retire in accordance with the provisions
of sub-clauses (2) and (3) of this clause. A person so appointed by the charity trustees shall retire
at the conclusion of the next annual general meeting after the date of his or her appointment,
and shall not be counted for the purpose of determining which of the charity trustees is to retire
by rotation at that meeting.
14. 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.
15. 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 all their meetings held within
a period of twelve months and the trustees resolve that his or her office be vacated;
(c) dies;
(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 director 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; or
(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).
(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 calendar 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.
16. 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. A charity trustee who has served for two consecutive terms may not be reappointed for
a third consecutive term.
17. 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, 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. Such a
resolution shall be effective provided that
• a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the
same time, to all of the charity trustees; and
• 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 within 28 calendar days of the circulation date.
18. 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. 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.
19. Meetings and proceedings of charity trustees
(1) Calling meetings
(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 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 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, 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.
(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.
(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.
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:
• 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 clause (1), the resolution would have been void, or if the charity trustee has
not complied with clause 7 (Conflicts of interest).
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.
(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.
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 calendar 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.
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, registers 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:
• 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.
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 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 calendar
days of any change in the particulars of the CIO entered on the Central Register of Charities.
26. Rules
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.
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 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 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 any resolution altering the constitution, together with a copy of the CIO’s constitution as
amended, must be sent to the Commission within 15 calendar 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.
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 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 calendar 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
dissenting 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 calendar
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 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.
“charity trustee” means a charity trustee of the CIO.
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.
“Member” means an organisation as defined in clause 9(1)(a)
‘Corporate body’ a body registered in the United Kingdom with either the Charity Commission or
Companies House (Scotland, Northern Ireland or England)
‘Public health’ in the context of this document, any function which seeks to improve the health of
the population, individually or collectively, through evidence based nutrition science
Appendix
General meetings of members
1. Postal Voting
(a) The CIO may, if the charity trustees so decide, allow the members to vote by post or electronic mail
(“email”) to elect charity trustees or to make a decision on any matter that is being decided at a
general meeting of the members.
(b) The charity trustees must appoint at least two persons independent of the CIO to serve as
scrutineers to supervise the conduct of the postal/email ballot and the counting of votes.
(c) If postal and/or email voting is to be allowed on a matter, the CIO must send to members of the CIO
not less than 21 calendar days before the deadline for receipt of votes cast in this way:
(i) a notice by email, if the member has agreed to receive notices in this way under clause [22]
(Use of electronic communications), including an explanation of the purpose of the vote and
the voting procedure to be followed by the member, and a voting form capable of being
returned by email or post to the CIO, containing details of the resolution being put to a vote, or
of the candidates for election, as applicable;
(ii) a notice by post to all other members, including a written explanation of the purpose of the
postal vote and the voting procedure to be followed by the member; and a postal voting form
containing details of the resolution being put to a vote, or of the candidates for election, as
applicable.
(d) The voting procedure must require all forms returned by post to be in an envelope with the
member’s name and signature, and nothing else, on the outside, inside another envelope addressed
to ‘The Scrutineers for [name of CIO]’, at the CIO’s principal office or such other postal address as is
specified in the voting procedure.
(e) The voting procedure for votes cast by email must require the member’s name to be at the top of the
email, and the email must be authenticated in the manner specified in the voting procedure.
(f) Email votes must be returned to an email address used only for this purpose and must be accessed
only by a scrutineer.
(g) 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 not be counted.
(h) The scrutineers must make a list of names of members casting valid votes, and a separate list of
members casting votes which were invalid. These lists must be provided to a charity trustee or other
person overseeing admission to, and voting at, the general meeting. A member who has cast a
valid postal or email vote must not vote at the meeting, and must not be counted in the quorum for
any part of the meeting on which he, she or it has already cast a valid vote. A member who has
cast an invalid vote by post or email is allowed to vote at the meeting and counts towards the
quorum.
(i) For postal votes, the scrutineers must retain the internal envelopes (with the member’s name and
signature). For email votes, the scrutineers must cut off and retain any part of the email that includes
the member’s name. In each case, a scrutineer must record on this evidence of the member’s name
that the vote has been counted, or if the vote has been declared invalid, the reason for such
declaration.
(j) Votes cast by post or email must be counted by all the scrutineers before the meeting at which the
vote is to be taken. The scrutineers must provide to the person chairing the meeting written
confirmation of the number of valid votes received by post and email and the number of votes
received which were invalid.
(k) The scrutineers must not disclose the result of the postal/email ballot until after votes taken by hand
or by poll at the meeting, or by poll after the meeting, have been counted. Only at this point shall
the scrutineers declare the result of the valid votes received, and these votes shall be included in the
declaration of the result of the vote.
(l) Following the final declaration of the result of the vote, the scrutineers must provide to a charity
trustee or other authorised person bundles containing the evidence of members submitting valid
postal votes; evidence of members submitting valid email votes; evidence of invalid votes; the valid
votes; and the invalid votes.
(m) Any dispute about the conduct of a postal or 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.
2. Use of electronic communications
(a) 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.
(b) 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 or postal vote in accordance with the CIO’s powers under clause 10
(Members’ decisions), 10(3) (Decisions taken by resolution in writing), or the
provisions for postal voting
(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;
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.
I