Cyclamen Society Proposed Constitution – an introduction
Existing Constitution Proposed New Constitution
The trustees of the Cyclamen Society, a registered charity, have been concerned with two issues for some time:
- first, that the existing constitution (also known as The Rules) does not meet the current needs of the society in respect of the clarity of the society’s objects and powers nor does it allow ANY changes to these 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 achieve. With all the trustees now in full agreement, the proposed constitution (it can only have proposed status until agreed by the Charity Commission), 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 proposed new constitution can be viewed using the links above, at the start of this introduction. The proposed constitution will first need to be agreed by the Charity Commission and the trustees hope this will happen early in 2017. Assuming this takes place, a motion to adopt the new constitution will be proposed to the AGM in September 2017.
The proposed constitution is more complex (19 pages) compared with The Rules (2 pages). Most of this covers covers compliance with charity law governing the establishment and conduct of a CIO, and is required by the Charity Commission. The text in black covers what is required by law. It will not be possible to change from a UC to a CIO without accepting this and the trustees have no difficulty in doing so, although it makes the document rather long. The text in underlined red is what has been added to the standard form document to enable the trustees specifically to manage the affairs of the Cyclamen Society.
If the Charity Commission require any changes to the proposed constitution, these will be incorporated into a final version which will be published on this website in advance of the AGM for members to read.
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 changes under the proposed new constitution should do this and enable future development of the constitution, when required, without complete replacement.
The trustees have unanimously agreed this proposed 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