35.—(1) Subject to paragraph (3) and any more restrictive provision included in the CIO’s constitution, where a resolution to which this regulation applies is to be proposed at a general meeting of a CIO—
(a)notice of not less than 14 days of the general meeting must be given by the person calling the meeting to—
(i)all members of the CIO entitled to vote at the meeting or, where the CIO’s constitution permits the members to make decisions otherwise than by voting, all members entitled to take part in the decision to be made at the meeting; and
(ii)any charity trustee of the CIO who is not also a member entitled to vote at the meeting or, where the CIO’s constitution permits the members to make decisions otherwise than by voting, who is not also a member entitled to take part in the decision to be made at the meeting;
(b)the notice referred to in sub-paragraph (a) must contain particulars of the resolution that is to be proposed at that meeting.
(2) This regulation applies to a resolution under section 224 (amendment of constitution and procedure) or 235 (application for amalgamation of CIOs) or 240 (resolutions about transfer of CIO’s undertaking to another CIO) of the 2011 Act(1).
(3) For the purpose of calculating the period of notice to be given under paragraph (1)(a) the following are to be excluded—
(a)the day of the meeting; and
(b)the day on which notice is given.
(4) If a qualifying majority agrees, a resolution which is to be proposed at a general meeting may be passed without the requirements of paragraph (1) being satisfied.
(5) In this regulation—
“qualifying majority” means—
in relation to a CIO whose members take decisions by voting, a majority in number of the members having a right to attend and vote at the meeting, who together represent not less than the requisite percentage of the total voting rights at that meeting of all the members;
in relation to a CIO where the CIO’s constitution permits the members to make decisions otherwise than by voting, all of the members having the right to attend the meeting and take part in the decisions to be made at the meeting;
“requisite percentage” means 90% or such higher percentage (not exceeding 95%) as may be specified in the CIO’s constitution for the purposes of this regulation.
36.—(1) A charity trustee of a CIO who would benefit personally, whether directly or indirectly, from a transaction or arrangement into which the CIO proposes to enter—
(a)must not take part in the making of any decision whether or not to enter into that transaction or arrangement; and
(b)must not be counted in the quorum necessary for the discharge of that business.
(2) Paragraph (1)(a) applies to any decision whether of the charity trustees of the CIO or its members.
(3) The restrictions in paragraph (1) do not apply where the transaction or arrangement to be entered into by the CIO cannot reasonably be regarded as likely to give rise to a conflict of interest.
(4) Nothing in this regulation affects the power of the Commission to authorise dealings with charity property etc. under section 105 of the 2011 Act.
37.—(1) Every CIO must—
(a)cause minutes of all proceedings at meetings of its charity trustees to be recorded; and
(b)if decisions are made by its charity trustees otherwise than in meetings, must cause the decisions made to be recorded.
(2) The records must be kept for at least 6 years from—
(a)in the case of minutes of meetings, the date of the meeting;
(b)in the case of decisions made otherwise in meetings, the date on which the decision was made.
38.—(1) Minutes of a meeting of a CIO’s charity trustees are evidence of the proceedings at the meeting if they purport to be authenticated by—
(a)the chair of that meeting; or
(b)the chair of the next charity trustees’ meeting.
(2) Where minutes have been made of the proceedings of a meeting of the charity trustees, then, until the contrary is proved—
(a)the meeting is treated as having been duly held and convened;
(b)all proceedings at the meeting are treated as having duly taken place; and
(c)all appointments made at the meeting are treated as valid.
39.—(1) Records of decisions made by a CIO’s charity trustees otherwise than in meetings are evidence of those decisions if they purport to be authenticated by—
(a)in the case of a CIO having more than one charity trustee, any one of those trustees who was not prevented by these Regulations or otherwise by the CIO’s constitution from taking part in the relevant decision;
(b)in the case of a CIO having only one charity trustee, by that charity trustee.
(2) Where a decision of the charity trustees made otherwise than in a meeting has been recorded, then, until the contrary is proved—
(a)the decision is treated as having been duly made in accordance with the provisions of the CIO’s constitution; and
(b)where the decision was that an appointment should be made, that appointment is treated as valid.
40.—(1) This regulation applies if for any reason it is impracticable—
(a)to call a meeting of the CIO in any manner in which meetings of that CIO may be called; or
(b)to conduct the meeting in the manner prescribed by the CIO’s constitution.
(2) The court or the Commission may order a meeting to be called, held and conducted in any such manner as the court or the Commission, as the case may be, thinks fit.
(3) Where the court or the Commission makes an order under paragraph (2), the court or the Commission, as the case may be, may give such ancillary or consequential directions as it thinks expedient.
(4) Directions under paragraph (3) may include a direction that one member of the CIO present at the meeting be treated as constituting a quorum.
(5) The power in paragraph (2) is exercisable by the court or the Commission—
(a)of its own motion; or
(b)on the application of a charity trustee of the CIO; or
(c)on the application of a member of the CIO who—
(i)would be entitled to vote at the meeting; or
(ii)where the constitution permits the members to make decisions otherwise than by voting, would be entitled to take part in decisions made at the meeting.
(6) A meeting called, held and conducted in accordance with an order made under this regulation is treated for all purposes as being a meeting of the CIO duly called, held and conducted.
41.—(1) Every CIO must keep records comprising—
(a)minutes of all proceedings of general meetings;
(b)copies of the resolutions of members passed otherwise than at general meetings;
(c)copies of decisions of members made otherwise than by resolution; and
(d)details provided to the CIO in accordance with regulation 43.
(2) The records must be kept for at least 6 years from the date of the meeting, resolution or decision, as the case may be.
42.—(1) Minutes of proceedings of a general meeting are evidence of the proceedings at the meeting if they purport to be signed by—
(a)the chair of that meeting; or
(b)the chair of the next general meeting.
(2) Where there is a record of proceedings of a general meeting of the members of a CIO then, until the contrary is proved—
(a)the meeting is treated as having been duly held and convened;
(b)all proceedings at the meeting are treated as having duly taken place; and
(c)all appointments made at the meeting are treated as valid.
(3) The record of a resolution of the members passed otherwise than at a general meeting is evidence of the passing of the resolution if they purport to be signed by a charity trustee of the CIO.
(4) The record of a decision of the members made otherwise than by resolution is evidence of the making of the decision if they purport to be signed by a charity trustee of the CIO.
43.—(1) This regulation applies to a CIO that has only one member.
(2) Where the member takes any decision that—
(a)may be taken by the members of the CIO in general meeting; and
(b)has effect as if agreed by the CIO in general meeting,
the member must provide the CIO with details of that decision.
(3) Paragraph (2) does not apply if the member takes the relevant decision by way of a written resolution.
44.—(1) The records referred to in regulation 41 relating to the previous 6 years must be kept available for inspection at—
(a)the CIO’s principal office as it appears on the register of charities; or
(b)where the charity trustees pass a resolution to that effect, any other address specified in the resolution.
(2) The records must be open to inspection by any member of the CIO without charge.
(3) Any member may require a copy of the records on payment of such fee, if any, as the charity trustees of the CIO may reasonably require in respect of the costs of complying with the request.
45. Regulations 41 to 44 apply, with any necessary modifications, to the resolutions, decisions and meetings of a class of members of a CIO as they apply in relation to resolutions and decisions of members generally and to general meetings.
46.—(1) CIO records—
(a)may be kept in hard copy or electronic form; and
(b)may be arranged in such manner as the charity trustees of the CIO think fit,
provided the information in question is adequately recorded for future reference.
(2) Where the records are kept in electronic form, they must be capable of being reproduced in hard copy form.
(3) In this regulation “CIO records” means any register, minutes or other document required by these Regulations to be kept by a CIO.