Charities Act 2011

CHAPTER 3E+WAmendment of constitution

224Amendment of constitution and procedureE+W

(1)A CIO may by resolution of its members amend its constitution (and a single resolution may provide for more than one amendment).

(2)Such a resolution must be passed—

(a)by a 75% majority of those voting at a general meeting of the CIO (including those voting by proxy or by post, if voting that way is permitted), or

(b)unanimously by the CIO's members, otherwise than at a general meeting.

(3)The date of passing of such a resolution is—

(a)the date of the general meeting at which it was passed, or

(b)if it was passed otherwise than at a general meeting, the date on which provision in the CIO's constitution or in regulations made under section 223 treats it as having been passed (but that date may not be earlier than that on which the last member agreed to it).

225Amendment of constitution and charitable statusE+W

The power of a CIO to amend its constitution is not exercisable in any way which would result in the CIO's ceasing to be a charity.

226Amendment of constitution and Commission's consentE+W

[F1(1)An amendment to a CIO’s constitution which would make a regulated alteration—

(a)requires the prior written consent of the Commission, and

(b)cannot take effect if such consent has not been obtained.]

(2)The following are regulated alterations—

(a)any alteration of the CIO's purposes,

(b)any alteration of any provision of the CIO's constitution directing the application of property of the CIO on its dissolution, and

(c)any alteration of any provision of the CIO's constitution 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.

[F2(2A)In considering whether to consent to an alteration falling within subsection (2)(a) the Commission must have regard to—

(a)the purposes of the CIO when it was established, if and so far as they are reasonably ascertainable,

(b)the desirability of securing that the purposes of the CIO are, so far as reasonably practicable, similar to the purposes being altered, and

(c)the need for the CIO to have purposes which are suitable and effective in the light of current social and economic circumstances.]

(3)Sections 248 (meaning of “benefit”) and 249 (meaning of “connected person”) apply for the purposes of this section.

Textual Amendments

227Registration and coming into effect of amendmentsE+W

(1)A CIO must send to the Commission a copy of a resolution containing an amendment to its constitution, together with—

(a)a copy of the constitution as amended, and

(b)such other documents and information as the Commission may require,

by the end of the period of 15 days beginning with the date of passing of the resolution (see section 224(3)).

[F3(1A)An amendment to a CIO’s constitution that makes a regulated alteration falling within section 226(2)(a) takes effect—

(a)when it is registered by the Commission, or

(b)if later, on the date specified for that purpose in the resolution containing the amendment.

(1B)Any other amendment to a CIO’s constitution takes effect (whatever the date on which the amendment is registered by the Commission)—

(a)on the date the resolution containing it is passed, or

(b)if a later date is specified for that purpose in the resolution containing the amendment, on that later date.

(1C)Subsections (1A) and (1B) are subject to section 226(1).]

F4(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F4(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F4(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F4(5). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Textual Amendments

F3S. 227(1A)-(1C) inserted (7.3.2024) by Charities Act 2022 (c. 6), ss. 2(3)(a), 41(4); S.I. 2024/265, reg. 3, Sch. 1 para. 2 (with reg. 7)

F4S. 227(2)-(5) omitted (7.3.2024) by virtue of Charities Act 2022 (c. 6), ss. 2(3)(b), 41(4); S.I. 2024/265, reg. 3, Sch. 1 para. 2 (with reg. 7)