Cyclamen Society Proposed Constitution – an introduction
Existing Constitution New constitution
The trustees of the Cyclamen Society, a registered charity, have, for some time been concerned with two issues:
- first, that the existing constitution (also known as The Rules) does not meet the current needs of the society in respect of the clarity, particularly, of the society’s powers nor does it allow ANY changes to the objects and powers;
- second, that The Rules do not give adequate protection for our trustees in the (admittedly unlikely) event of litigation.
Therefore, the trustees decided to begin the complex task of devising a new constitution, which has taken nearly two years to complete. With all the trustees now in full agreement, the new constitution would enable the society:
- to clarify and, in future, update the society’s objects and powers and to clarify what the trustees can and cannot do;
- to change from an unincorporated charity (UC) to a charitable incorporated organisation (CIO) to increase trustee protection.
Charity trustees are personally liable in the event of certain (usually financial) problems. Unincorporated charity trustees have little protection from such liability. The charitable incorporated organisation (CIO) is a relatively new charity structure under which trustees are treated more like company directors by limiting personal liability. Thus, while they must, of course, continue to act properly (in legalese – in good faith) in achieving the objects of the charity, the trustees will have more protection from personal loss in the (unlikely) event of litigation.
The existing constitution (The Rules) and the new constitution can be viewed using the links above, at the start of this introduction. The Charity Commission has now registered the CIO with the new constitution and a motion to adopt the new charity status and constitution will be proposed at the AGM in September 2017.
The new constitution is more complex (19 pages) when compared to The Rules (2 pages). Most of this extra content covers compliance with charity law governing the establishment and conduct of a CIO, and is required by the Charity Commission.
Members should see no difference in the way the Cyclamen Society operates. However, it is very much in the interests of a charity to protect its trustees because, if there are no trustees, there is no charity! The change to CIO status with the new constitution should do this and also enable future development of the constitution, when required, without complete replacement.
The trustees have unanimously agreed this new constitution and hope you will support its adoption by the Cyclamen Society, which the trustees are convinced would be in the best interest of all members.
Vic Aspland Janet Aspland Richard Bailey Roger Brook Martyn Denney Phöbe Friar
Keith Fry Maurice Jackson Peter Jones Arthur Nicholls Roy Skidmore Steve Walters