The Trust was founded in 2008 and our constitution is set out in two documents, the Memorandum of Association and the Articles of Association. We are registered as a charitable trust with the Charity Commission and as a charitable company with Companies House. Charitable company status protects both Trustees and Members from any significant personal liability for contracts, debts, or legal claims. We are therefore governed by a mixture of charity law and company law and administratively there is a significant amount of duplication in dealing with these two regulatory bodies. Companies House has recently introduced a number of measures aimed at stopping economic crime and preventing fraud and these have increased our workload as a charitable company.
In 2013 a constitutional framework more suited to the needs of charities became available, that of the Charitable Incorporated Organisation (CIO), specifically designed for the voluntary sector. The Trust has the option to convert to a CIO and this would offer several distinct advantages, primarily centred around simplifying compliance, reducing costs and streamlining governance. A CIO is regulated only by the Charity Commission and provides the same legal protection that we currently enjoy as a charitable company under Companies House.
The Trustees have considered the merits of converting the Trust to a CIO and have concluded that this course of action offers a number of advantages and presents no identifiable disadvantages. They have therefore formally approved the conversion and are recommending conversion to our Members. A new CIO constitution has been drafted that closely follows the model constitution provided by the Charity Commission. This incorporates all relevant Objects, protections and procedures provided by the Memorandum of Association and the Articles of Association, and there will be no difference to the way in which the Trust operates.
The draft CIO constitution has been approved by the Trustees and members have been consulted on the principle of conversion and on the draft constitution. No changes are required to the constitution and members will be asked to formally approve the principle of conversion and the new constitution by special resolution at the AGM on October 13th.
Following Members’ approval, we will formally request the Charity Commission to commence the conversion process. Our status as a charitable company with Companies House will be dissolved as will our position as a charitable trust with the Charity Commission. In their place we will become a Charitable Incorporated Organisation (CIO) regulated and controlled solely by the Charity Commission.
A copy of the draft constitution may be viewed here.
