a Charity | About
Registered Charities | Guidance
For Charities | Publications
Effective Performance | About
the Charity Commission | Strategies,
Plans & Reports
document below was derived from a Model governing document.
Companies Act 1985 and 1989
Limited by Guarantee and not having
of Association of
Charity” means the company intended to be regulated by these articles;
Act” means the Companies
Act 1985 including and statutory modification or re-enactment thereof for
the time being in force;
articles” means these Articles of Association of the Charity;
days” in relations to the period of a notice means the period excluding
the day when the notice is given or deemed to be given and the day for
which it is given or on which it is to take effect;
includes any mode of execution;
memorandum” means the memorandum of association of the Charity;
means the registered office of the Charity;
seal” means the common seal of the Charity if it has one;
means the secretary of the Charity or any other person appointed to
perform the duties of the secretary of the Charity, including a joint,
assistant or deputy secretary;
trustees” means the directors of the Charity (and “trustee” has a
United Kingdom” means Great Britain and Northern Ireland: and
importing the masculine gender only shall include the feminine gender.
as aforesaid, words or expressions contained in these Articles shall,
unless the context requires otherwise, bear the same meaning as the Act.
The subscribers to the memorandum and such other person or
organisations as are admitted to membership in accordance with the
rules made under Article 61 shall be members of the Charity. No person shall be admitted a member of the Charity
unless his application for membership is approved by the trustees.
Unless the trustees or the Charity in general meeting shall make other
provision under Article 61, the trustees may in their absolute discretion
permit any member of the Charity to retire, provided that after such
retirement the number of members is not less than two.
Charity shall hold an annual general meeting each year in addition to
any other meetings in that year, and shall specify the meeting as such
in the notices calling it; and not more than fifteen months shall
elapse between the date of one annual general meeting of the Charity
and that of the next; Provided that so long as the Charity holds its
first annual general meeting within eighteen months of its
incorporation or in the following year.
The annual general meeting shall be held at such times and
places as the trustees shall appoint.
General meetings other than annual general meetings shall be
called extraordinary general meetings.
trustees may call general meetings and, on the requisition of members
pursuant to the provisions of the Act, shall forthwith proceed to
convene an extraordinary general meeting for a date not later than
eight weeks after receipt of the requisition.
If there are not within the United Kingdom sufficient trustees
to call a general meeting, any trustee or any member of the Charity
may call a general meeting.
of General Meetings.
annual general meeting and an extraordinary general meeting called for
the passing of a special resolution appointing a person as a trustee
shall be called by at least twenty-one clear days notice. All other extraordinary meetings shall be called by at
least fourteen clear days notice but a general meeting may be called
by shorter notice if it is so agreed:
in the case of an annual general meeting, by all members entitled
to attend and vote; and
in the case of any other meeting by a majority in number of members
having a right to attend and vote, being a majority together holding not
less than 95 percent if the total voting rights at the meeting of all the
notice shall specify the time and place of the meeting and the general
nature of the business to be transacted and, in the case of an annual
general meeting, shall specify the meeting as such.
notice shall be given to all members and the trustees and if applicable
the auditors where the Charity has appointed an auditor.
accidental omission to give notice of a meeting to, or the non-receipt
of notice of a meeting by, any person entitled to receive notice shall
not invalidate the proceedings at that meeting.
at general meetings.
business shall be transacted at any meeting unless a quorum is
present. Ten persons
entitled to vote upon the business to be transacted, each being a
member or a duly authorised representative of a member organisation,
or one tenth of the total number of such persons for the time being,
whichever is the greater, shall constitute a quorum.
a quorum is not present within half an hour from the time appointed
for the meeting, or if during a meeting a quorum ceases to be present,
the meeting shall stand adjourned to the same day in the next week at
the same time and place or to such time and place as the trustees may
chairman, if any, of the trustees or in his absence some other trustee
nominated by the trustees shall preside as the chairman of the
meeting, but if neither the chairman nor such other trustee (if any)
be present within fifteen minutes after the time appointed for holding
the meeting and willing to act, the trustees present shall elect one
of their number to be chairman and, if there is only one trustee
present and willing to act, he shall be chairman.
no trustee is willing to act as chairman, or if no trustee is present
within fifteen minutes after the time appointed for holding the
meeting, the members present and entitled to vote shall choose one of
their number to be chairman.
trustee shall, notwithstanding that he is not a member, be entitled to
attend and speak at any general meeting.
chairman may, with the consent of a meeting at which a quorum is
present (and shall if so directed by the meeting), adjourn the meeting
from time to time and from place to place, but no business shall be
transacted at an adjourned meeting other than the business which might
properly have been transacted at the meeting had adjournment not taken
place. When a meeting is
adjourned for fourteen days or more, at least seven clear days notice
shall be given specifying the time and place of the adjourned meeting
and the general nature of the business to be transacted.
Otherwise it shall not be necessary to give any such notice.
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.
Subject to the provisions of the Act, a poll may be demanded:
by the chairman; or
by at least two members having the right to vote at the meeting; or
by a member or members representing not less than one tenth of the
total voting rights of all the members having the right to vote at the
a poll is duly demanded a declaration by the chairman that a
resolution has been carried or carried unanimously, or by a particular
majority, or lost, or not carried be a particular majority and an
entry to that effect in the minutes of the meeting shall be conclusive
evidence of the fact without proof of the number or proportion of the
votes recorded in favour of or against the resolution.
demand for a poll may be withdrawn, before the poll is taken, but only
with the consent of the chairman.
The withdrawal of a demand for a poll shall not invalidate the
result of a show of hands declared before the demand for the poll was
poll shall be taken as the chairman directs and he may appoint
scrutineers (who need not be members) and fix a time and place for
declaring the results of the poll.
The result of the poll shall be deemed to be the resolution of
the meeting at which the poll is demanded.
the case of an equality of votes, whether on a show of hands or on a
poll, the chairman shall be entitled to a casting vote in addition to
any other vote he may have.
poll demanded on the election of a chairman or on a question of
adjournment shall be taken immediately.
A poll demanded on any other question shall be taken either
immediately or at such time and place as the chairman directs not
being more than thirty days after the poll is demanded.
The demand for a poll shall not prevent continuance of a
meeting for the transaction of any business other than the question on
which the poll is demanded. If a poll is demanded before the declaration of the
result or a show of hands and the demand is duly withdrawn, the
meeting shall continue as if the demand had not been made.
notice need be given of a poll not taken immediately if the time and
place at which it is to be taken are announced at the meeting at which
it is demanded. In other
cases at least seven clear days notice shall be given specifying the
time and place at which the poll is to be taken.
to Article 17, every member shall have one vote.
member shall be entitled to vote at any general meeting unless all
moneys then payable by him to the Charity have been paid.
objection shall be treated to the qualification of any voter except at
the meeting or adjourned meeting at which the vote objected to is
tendered, and every vote not disallowed at the meeting shall be valid.
Any objection made in due time shall be referred to the
chairman whose decision shall be final and conclusive.
vote given or poll demanded by the duly authorised representative of a
member organisation shall be valid notwithstanding the previous
determination of the authority of the person voting or demanding a
poll unless notice of the determination was received by the Charity at
the office before the commencement of the meeting or adjourned meeting
at which the vote is given or the poll demanded or (in the case of a
poll taken otherwise than on the same day as the meeting or adjourned
meeting) the time appointed for taking the pool.
organisation which s a member of the Charity may by resolution of its
Council or other governing body authorise such person as it thinks fit
to act as its representative at any meeting of the Charity, and the
person so authorised shall be entitled to exercise the same powers on
behalf of the organisation which he represents as the organisation
could exercise if it were an individual member of the Charity.
number of trustees shall be not less than three but (unless otherwise
determined by ordinary resolution) shall not be subject to any
trustees shall be those persons named in the statement delivered
pursuant to section 10(2) of the Act, who shall be deemed to have been
appointed under the articles. Future
trustees shall be appointed as provided subsequently in the articles.
to the provisions of the Act, the memorandum and the articles and to
any directions given by special resolution, the business of the
Charity shall be managed by the trustees who may exercise all the
powers of the Charity. No
alteration of the
memorandum or the articles and no such direction shall invalidate any
prior act of the trustees which would have been valid if that
alteration had not been made or that direction had not been given.
The powers given by this article shall not be limited by any
special power given to the trustees by the articles and a meeting of
trustees at which a quorum is present may exercise all the powers
exercisable by the trustees.
addition to all powers hereby expressly conferred upon them and
without detracting from the generality of their powers under the
articles the trustees shall have the following powers, namely:
to expend the funds of the Charity in such manner as they shall
consider most beneficial for the achievement of the objects and to invest
in the name of the Charity such part of the funds as they may see fit and
to direct the sale or transposition of any such investments and to expend
the proceeds of any such sale in furtherance of the objects of the
to enter into contracts on behalf of the Charity.
and retirement of trustees.
the first annual general meeting all trustees shall retire from
office, and at every subsequent annual general meeting one third of
the trustees who are subject to retirement by rotation or, if their
number is not three or a multiple of three, the number nearest to one
third shall retire from office; but, if there is only one trustees who
is subject to retirement by rotation, he shall retire.
to the provision of the Act, the trustees to retire by rotation shall
be those who have been longest in office since their last appointment
or reappointment, but as between persons who became or were last
reappointed trustees on the same day those to retire shall (unless
they otherwise agree among themselves) be determined by lot.
the Charity at the meeting at which a trustee retires by rotation,
does not fill the vacancy the retiring trustee shall, if willing to
act, be deemed to have been reappointed unless at the meeting it is
resolved not to fill the vacancy or unless a resolution for the
reappointment of the trustee is put to the meeting and lost.
person other than a trustee retiring by rotation shall be appointed or
reappointed a trustee at any general meeting unless:
he is recommended by the trustees; or
not less that fourteen more the thirty-five clear days before the
date appointed for the meeting, notice executed by a member qualified to
vote at the meeting has been given to the Charity of the intention to
proposes that person for appointment or reappointment stating the
particulars which would, if he were so appointed or reappointed, be
required to be included in the Charity’s register or trustees together
with a notice executed by the person of his willingness to be appointed or
person may be appointed as a trustee:
if they are under the age of 18 years unless the charity is a
registered company; or
in the circumstances such that, had he already been a trustee, he
would have been disqualified from acting under the provisions of Article
less than seven nor more that twenty-eight clear days before the date
appointed for holding a general meeting notice shall be given to all
persons who are entitled to receive notice of the meeting of any
person (other than a trustee retiring by rotation at the meeting) who
is recommended by the trustees for appointment or reappointment as a
trustee at the meeting or in respect of whom notice has been duly
given to the Charity of the intention to propose him at the meeting
for appointment or reappointment as a trustee.
The notice shall give the particulars of that person which
would, if he were so appointed, be required to be included in the
Charity’s register of trustees.
as aforesaid, the Charity may by ordinary resolution appoint a person
who is willing to act to be a trustee either to fill a vacancy or as
an additional trustee and may also determine the rotation in which any
additional trustees are to retire.
trustees may appoint a person who is willing to act to be a trustee
either to fill a vacancy or as an additional trustee provided that the
appointment does not cause the number of trustees to exceed any number
fixed by or in accordance with the articles as the maximum number of
trustees. A trustee so
appointed shall hold office only until the next following annual
general meeting and shall not be taken into account in determining the
trustees who are to retire by rotation at the meeting.
If not reappointed at such annual general meeting, he shall
vacate office at the conclusion thereof.
as aforesaid, a trustee who retires at an annual general meeting may,
if willing to act, be reappointed.
and removal of trustees.
trustee shall cease to hold office if he:
ceases to be a trustee by virtue of any provisions in the Act or is
disqualified from acting as a trustee by virtue of section 72 of the
Charities Act 1993 (or any statutory re-enactment or modification of that
becomes incapable by reason of mental disorder, illness or injury
of managing or administering his own affairs;
resigns his office by notice to the Charity (but only if at least
two trustees will remain in office when the notice of resignation is to
take effect); or
is absent without permission of the trustees from all their
meetings held within a period of six months and the trustees resolve that
his office be vacated.
trustees may be paid all reasonable travelling, hotel and other
expenses properly incurred by them in connection with their attendance
at meetings of trustees or committees or trustees or general meetings
or otherwise in connection with the discharge of their duties, but
shall otherwise be paid no remuneration.
to the provisions of the Act and to Clause 5 of the memorandum, the
trustees may appoint one or more of their number to the unremunerated
office of managing director or the any other unremunerated executive
office under the Charity. Any
such appointment may be made upon such terms as the trustees
determine. Any such
appointment of a trustee to an executive office shall terminate if he
ceases to be a trustee. A
managing director and trustee holding any other executive office shall
not be subject to retirement by rotation.
to the extent permitted by clause 5 of the memorandum, no trustee
shall take or hold any interest in property belonging to the Charity
or receive remuneration or be interested otherwise than as a trustee
in any other contract to which the Charity is a party.
to the provision of the articles, the trustees may regulate their
proceedings as they think fit. A
trustee may, and the secretary at the request of a trustee shall, call
a meeting of the trustees. It
shall not be necessary to give notice of a meeting to a trustee who is
absent from the United Kingdom. Questions
arising at a meeting shall be decided by a majority of votes.
In the case of an equality if votes, the chairman shall have a
second or casting vote.
quorum for the transaction of the business of the trustees may be
fixed by the trustees but shall not be less that one third of their
number or two trustees, whichever is the greater.
trustees may act notwithstanding any vacancies in their number, but if
the number of trustees is less that the number fixed as the quorum,
the continuing trustees or trustee may act only for the purposes of
filling vacancies or of calling a general meeting.
trustees may appoint one of their number to be the chairman of their
meetings and may at any time remove him from that office.
Unless he unwilling to do so, the trustee so appointed shall
preside at every meeting of trustees at which he is present.
But if there is no trustee holding that office, or if the
trustee holding it is unwilling to preside or is not present within
five minutes after the time appointed for the meeting, the trustees
present may appoint one of their number to be chairman of the meeting.
trustees may appoint one or more sub-committees consisting of three or
more trustees for the purpose of making inquiry or supervising or
performing any function or duty which in the opinion of the trustees
would be more conveniently undertaken or carried out by a
sub-committee; provided that all acts and proceedings of any such
sub-committees shall be fully and promptly reported to the trustees.
acts done by a meeting of trustees, or of a committee of trustees,
shall notwithstanding that it be afterwards discovered that there was
a defect in the appointment of any trustee or that any one of them
were disqualified from holding office, or had vacated office, or were
not entitled to vote, be as valid as if every such person had been
duly appointed and was qualified and had continued to be a trustee and
had been entitled to vote.
resolution in writing, signed by all trustees entitled to receive
notice of a meeting of trustees or of a committee of trustees, shall
be as valid and effective as if it had been passed at a meeting of
trustees or (as the case may be) a committee of trustees duly convened
and held. Such a
resolution may consist of several documents in the same form, each
signed by one or more of the trustees.
bank account in which any part of the assets of the Charity is
deposited shall be operated by the trustees and shall indicate the
name of the Charity. All
cheques and orders for payment of money from such account shall be
signed by at least two trustees.
to the provisions of the Act, the secretary shall be appointed by the
trustees for such term, at such remuneration (if not a trustee) and
upon such conditions as they may think fit; and the secretary so
appointed may be removed by them.
trustees shall keep minutes in the books for the purpose:
of all appointments of officers made by the trustees; and
of all proceedings at meetings of the Charity and of the trustees
and of committees of trustees including the names of the trustees present
at each such meeting.
seal shall only be used by the authority of the trustees or of a
committee of trustees authorised by the trustees.
The trustees may determine who shall sign any instrument to
which the seal is affixed and unless otherwise so determined it shall
be signed by a trustee and by the secretary or by a second trustee.
shall be prepared in accordance with the provisions if Part VII of the
trustees shall comply with their obligations under the Charities Act
1992 (or any statutory re-enactment or modification of that Act) with
regard to the preparation of an annual report and its transmission to
trustees shall comply with their obligations under the Charities Act
1992 (or any statutory re-enactment or modification of that Act) with
regard to the preparation of an annual return and its transmission to
notice to be given to or by any person pursuant to the articles shall
be in writing except that a notice calling a meeting of the trustees
need not be in writing.
Charity may give notice to a member either personally or by sending it
by post in a prepaid envelope addressed to the member as his
registered address or by leaving it at that address.
A member whose registered address is not within the United
Kingdom and who gives to the company an address within the United
Kingdom at which notices may be given to him shall be entitled to
receive any notice from the Charity.
member present in person at any meeting of the Charity shall be deemed
to have received notice if the meeting and where necessary, of the
purposes for which it was called.
that an envelope containing a notice was properly addressed, prepaid
and posted shall be conclusive evidence that the notice was given.
A notice shall be deemed to be given at the expiration of 48
hours after the envelope containing it was posted.
to the provisions of the Act every trustee or other officer or auditor
if the Charity shall be indemnified out of the assets of the Charity
against any liability incurred by him in that capacity in defending
proceedings, whether civil or criminal, in which judgement is given in
his favour or in which he is acquitted or in connection with any
application in which relief is granted to him by the court from
liability for negligence, default, breach of duty or breach of trust
in relation to the affairs of the Charity.
The trustees may from time to time make such rules or bye laws as they
may deem necessary or as expedient or convenient for the proper
conduct and management of the Charity and for the purposes of
prescribing classes of and conditions of membership, and in particular
but without prejudice to the generality of the foregoing, they may by
such rules or bye laws regulate:
the admission and classification of members if the Charity
admission of organisations to membership) and the rights and privileges of
such members, and the conditions of membership and the terms on which
members may resign or have their membership terminated and the entrance
fees, subscriptions and other fees or payments to be made by members’
the conduct of members of the Charity in relation to one another,
and to the Charity’s servants;
the setting aside of the whole or any part of the Charity’s
premises at any particular time or times for any particular purpose or
the procedure at general meetings and meetings of the trustees and
committees if the trustees in so far as such procedure is not regulated by
generally, all such matters as are commonly the subject matter of
The Charity in general meeting shall have the power to alter, add to or
repeal the rules or bye laws and the trustees shall adopt such means as
they think sufficient to bring to the notice of members of the Charity all
such rules or bye laws, which shall be binding on all members if the
Charity. Provided that no
rule or bye law shall be inconsistent with, or shall affect or repeal
anything contained in, the memorandum or the articles.
Names and Addresses of Subscribers:
(you need a minimum of three trustees)
to the above Signatures ………………………………………………….
Pros and Cons Charity
Commission and our project
Commission press office