This is a web friendly version of the constitution. The original is held by the Clerk of the CIO and can be inspected on request
14 November 2022
THE ALMSHOUSES OF JOHN ISBURY AND JACOB HARDRETT CONSTITUTION
The name of the Charitable Incorporated Organisation (“the CIO”) is THE ALMSHOUSES OF JOHN ISBURY AND JACOB HARDRETT.
1. National location of principal office
The CIO must have a principal office in England or Wales. The principal office of the CIO is in England.
2. Objects
(1) The objects of the CIO are:
(a) the relief of poverty by the provision of housing accommodation for beneficiaries; and
(b) such charitable purposes for the benefit of the residents as the members of the CIO decide.
(2) Subject to the provisions of clause 4, the land identified in the schedule to this Constitution must be retained by the members of the CIO for use for the objects.
(3) The members of the CIO may apply any excess income of the charity:
(a) To the PCC of the Ecclesiastical Parish of St Michael and All Angels, Lambourn towards the cost of maintenance and repairs to the Chapel of the Holy Trinity in the Parish Church of that ecclesiastical parish.
(b) For the relief, for the benefit of the public, of people resident in the area of benefit who are in conditions of need, hardship or distress by:
(i) making grants of money to them; or
(ii) providing or paying for goods, services or facilities for them; or
(iii) making grants of money to other persons or bodies who provide goods, services or facilities to people in need.
(4) Nothing in this constitution shall authorise an application of the property of the CIO for the purposes which are not charitable in accordance with section 7 of the Charities and Trustee Investment (Scotland) Act 2005 and section 2 of the Charities Act (Northern Ireland) 2008
3 Powers
The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the CIO has power to:
(1) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011, if it wishes to mortgage land;
(2) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
(3) sell, lease or otherwise dispose of all or any part of the property belonging to the CIO as identified in part 1 of the schedule to this Constitution. The members of the CIO must replace the land disposed of with equivalent land to be used for the objects of the charity. In exercising this power, the CIO must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;
(4) employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to charity trustees and connected persons) and provided it complies with the conditions of that clause;
(5) Sub-clause 4(4) includes power to appoint a warden and other staff (who must not be members of the CIO) and pay them reasonable remuneration, including pension provision for them and their dependants, and to provide a residence for the warden in the homes or elsewhere.
(6) Insure against public liability and, if appropriate, employers’ liability and to insure the homes to their full value against fire and all other usual risks.
(7) deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the trustees of a trust are permitted to do by the Trustee Act 2000.
4 Application of income and property and reserve funds
(1) The income and property of the CIO must be applied solely towards the promotion of the objects.
(a) A member of the CIO is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO.
(b) A member of the CIO may benefit from trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
(2) The members of the CIO must firstly:
(a) apply:
(i) the charity’s income; and
(ii) if the members of the CIO think fit, expendable endowment; and (iii) when the expenditure can properly be charged to it, its permanent endowment
(iv) in meeting the proper costs of administering the charity and of managing its assets (including the repair and insurance of its buildings);
(v) make such annual payments to the reserve funds as they consider necessary.
(3) The members of the CIO may also apply for the objects of the charity:
(a) expendable endowment; and
(b) permanent endowment, but only:
(i) where it is permitted in accordance with (and subject to the conditions in) the Charities Act 2011; or
(ii) on such terms (including for the replacement of the amount spent) as the Commission may approve in advance.
(4) None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO.
(5) Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6.
(6) The chairperson may make approved payments on behalf of the CIO without the other members of the CIO needing to be involved in the payment process unless the chairperson has delegated payment responsibility to another trustee/s.
(7) The members of the CIO may continue to maintain the following reserve funds:
(a) an Extraordinary Repair Fund to be used by them for the extraordinary repair, improvement or rebuilding of the homes and the other property of the charity. (b) a Cyclical Maintenance Fund to be used by them for ordinary repair and maintenance of the homes and the other property of the charity.
(c) a General Reserve Fund to act as a long term investment providing income to be used for general expenditure and special projects.
(8) They must use the charity’s income to do so and they must invest the funds in trust for the charity.
(9) The members of the CIO must keep the size of the funds under review in the light of the demands which may be made upon the funds.
5. Benefits and payments to charity trustees and connected persons
(1) General provisions
No member of the CIO or connected person may:
(a) buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public;
(b) sell goods, services, or any interest in land to the CIO;
(c) be employed by, or receive any remuneration from, the CIO;
(d) receive any other financial benefit from the CIO;
unless the payment or benefit is permitted by sub-clause 6.2 or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value.
(2) Scope and powers permitting members of the CIO’ or connected persons’ benefits
(a) A member of the CIO or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the members of the CIO do not benefit in this way.
(b) A member of the CIO or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011.
(c) Subject to sub-clause (3) a member of the CIO or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the member of the CIO or connected person.
(d) A member of the CIO or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate).
(e) A member of the CIO or connected person may receive rent for premises let by the member of the CIO or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The member of the CIO concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.
(f) A member of the CIO or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public.
(3) Payment for supply of goods only – controls
The CIO and its members may only rely upon the authority provided by sub-clause (2) (c) of this clause if each of the following conditions is satisfied:
(a) The amount or maximum amount of the payment for goods is set out in a written agreement between the CIO and the charity trustee or connected person supplying the goods (“the supplier”).
(b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question. (c) The other members of the CIO are satisfied that it is in the best interests of the
CIO to contract with the supplier rather than with someone who is not a charity trustee or connected person. In reaching that decision the members of the CIO must balance the advantage of contracting with a charity trustee or connected person against the disadvantages of doing so.
(d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO.
(e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of members of the CIO is present at the meeting. (f) The reason for their decision is recorded by the members of the CIO in the minute book.
(g) A majority of the members of the CIO then in office are not in receipt of remuneration or payments authorised by clause 6.
(4) In sub-clauses (2) and (3) of this clause:
(a) “the CIO” includes any company in which the CIO:
(i) holds more than 50% of the shares; or
(ii) controls more than 50% of the voting rights attached to the shares; or
(iii) has the right to appoint one or more directors to the board of the company;
(b) “connected person” includes any person within the definition set out in clause 35 (Interpretation);
6. Conflicts of interest and conflicts of loyalty
A member of the CIO must:
(1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and
(2) absent himself or herself from any discussions of the members of the CIO in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).
Any member of the CIO absenting himself or herself from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the members on the matter.
7. Liability of members to contribute to the assets of the CIO if it is wound up
If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
8. Members of the CIO
(1) Functions and duties of members of the CIO
The members of the CIO shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each member:
(a) to exercise his or her powers and to perform his or her functions in his or her capacity as a trustee and member of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and
(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to:
(i) any special knowledge or experience that he or she has or holds himself or herself out as having; and,
(ii) if he or she acts as a charity trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession.
(2) Eligibility for trusteeship/CIO Membership
(a) There should be:
2 ex officio trustees
8 co-opted trustees
Appointed in accordance with clause 10.
(b) No individual may be appointed as a charity trustee of the CIO:
(i) if he or she is under the age of 16 years; or
(ii) if he or she would automatically cease to hold office under the provisions of clause 12(1)(e).
(c) No one is entitled to act as a charity trustee whether on appointment or on any re-appointment until he or she has expressly acknowledged, in whatever way the members of the CIO decide, his or her acceptance of the office of charity trustee/member.
(3) Number of charity trustees/members of the CIO
(a) There must be at least three charity trustees (which is the same as members of the CIO). If the number falls below this minimum, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.
(b) There is no maximum number of charity trustees that may be appointed to the CIO.
(4) First charity trustees/members of the CIO
The first charity trustees/members of the CIO are as follows:
Andrew Joseph Snowdon for 5 years
David Hilary Barber for 5 years
Dr Hugh Benedict Powell for 5 years
Gina Sharon Mooney for 5 years
Mary Chalk for 5 years
Penelope Jane McCarthy for 5 years
Nicholas George Spence for 5 years
Sioban Mary Patricia Penfold for 5 years
Reverend Juliette Melinda Mintern further to clause 10(2)
Peter Miles Young further to clause 10(2)
10 Appointment of charity trustees/members of the CIO
(1) Appointed charity trustees/members of the CIO
(a) Apart from the first charity trustees/members of the CIO, every co-opted trustee must be appointed for a term of four years by a resolution passed at a properly convened meeting of the members of the CIO.
(b) In selecting individuals for appointment as charity trustees/members of the CIO, the members of the CIO must have regard to the skills, knowledge and experience needed for the effective administration of the CIO.
(2) Ex officio trustee
(a) The ex officio trustees will be The Warden New College Oxford and the Vicar of the Benefice of the Lambourn Valley for the time being (“the office holder”). (b) If unwilling to act as ex officio trustee, the office holder may:-
(i) Before accepting appointment as ex officio trustee, give notice in writing to the members of the CIO of his or her unwillingness to
act in that capacity; or
(ii) After accepting appointment as ex officio trustee, resign under the provisions contained in clause 12 below.
The office of ex officio trustee will then remain vacant until the office holder ceases to hold office.
(3) Co-opted trustees/members of the CIO
(a) The appointment of a co-opted trustee must be made by the members of the CIO by resolution under as per clause 10.
(b) An appointment may, but need not, be made before the date on which the term of office of an existing co-opted trustee comes to an end, to take effect on that date. In these circumstances:-
(i) The appointment may not be made more than 3 months before the date on which the existing co-opted trustee’s term of office is due to end and
(ii) Any co-opted trustee whose term of office is about to come to an end must not vote in favour of their own re-appointment.
(c) Each appointment must be for a term of 4 years.
10. Information for new charity trustees/members of the CIO
The members of the CIO will make available to each new member, on or before his or her first appointment:
(a) a copy of the current version of this constitution; and
(b) a copy of the CIO’s latest Trustees’ Annual Report and statement of accounts.
11. Retirement and removal of members of the CIO
(1) A member of the CIO ceases to hold office if he or she:
(a) retires by notifying the CIO in writing with at least one month’s notice (but only if enough members will remain in office when the notice of resignation takes effect to form a quorum for meetings);
(b) is not an ex officio trustee and is absent without the permission of the members from all their meetings held within a period of six months and the members of the CIO resolve that his or her office be vacated;
(c) dies;
(d) in the written opinion, given to the company, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a director and may remain so for more than three months;
(e) is disqualified from acting as a charity trustee by virtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
(2) Any person retiring as a charity trustee/member is eligible for reappointment. 13 Taking of decisions by members of the CIO
Any decision may be taken either:
• at a meeting of the members of the CIO; or
• by resolution in writing or electronic form agreed by a majority of all of the members of the CIO, which may comprise either a single document or several documents containing the text of the resolution in like form to which the majority of all of the members of the CIO has signified their agreement. Such a resolution shall be effective provided that
o copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the members of the CIO; and
o the majority of all of the members of the CIO has signified agreement to the resolution in a document or documents which has or have been authenticated by their signature, by a statement of their identity accompanying the document or documents, or in such other manner as the members of the CIO have previously resolved, and delivered to the CIO at its principal office or such other place as the members of the CIO may resolve within 28 days of the circulation date.
13. Delegation by members of the CIO
(1) The members of the CIO may delegate any of their powers or functions to a committee or committees, and, if they do, they shall determine the terms and conditions on which the delegation is made. The members of the CIO may at any time alter those terms and conditions, or revoke the delegation.
(2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the members of the CIO, but is subject to the following requirements:
(a) a committee may consist of two or more persons, but at least one member of each committee must be a member of the CIO;
(b) the acts and proceedings of any committee must be brought to the attention of the members of the CIO as a whole as soon as is reasonably practicable; and (c) the members of the CIO shall from time to time review the arrangements which they have made for the delegation of their powers.
14. Secretary or clerk
The members of the CIO may appoint a secretary or clerk. The office may be held by:
(1) a member (who must not receive any reward for acting and who may be dismissed as secretary or clerk at any time); or
(2) some other suitable person (who may be employed upon such reasonable terms, including terms as to notice, as the members of the CIO think fit).
15. Meetings of members of the CIO
(1) Calling meetings
(a) Any member of the CIO may call a meeting of the members of the CIO. (b) Subject to that, the members of the CIO shall decide how their meetings are to be called, and what notice is required.
(2) Chairing of meetings
The members of the CIO may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the members of the CIO present may appoint one of their number to chair that meeting.
(3) Procedure at meetings
(a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is two members of the CIO, or the number nearest to one third of the total number of members of the CIO, whichever is greater, or such larger number as the members of the CIO may decide from time to time. A member shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote.
(b) Questions arising at a meeting shall be decided by a majority of those eligible to vote.
(c) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote.
(4) Participation in meetings by electronic means
(a) A meeting may be held by suitable electronic means agreed by the members of the CIO in which each participant may communicate with all the other participants.
(b) Any member participating at a meeting by suitable electronic means agreed by the members of the CIO in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting.
(c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.
17 Membership of the CIO
(1) The members of the CIO shall be its charity trustees for the time being. The only persons eligible to be members of the CIO are its charity trustees. Membership of the CIO cannot be transferred to anyone else.
(2) Any member and charity trustee who ceases to be a charity trustee automatically ceases to be a member of the CIO.
17. Decisions which must be made by the members of the CIO
(1) Any decision to:
(a) amend the constitution of the CIO;
(b) amalgamate the CIO with, or transfer its undertaking to, one or more other CIOs, in accordance with the Charities Act 2011; or
(c) wind up or dissolve the CIO (including transferring its business to any other charity)
must be made by a resolution of the members of the CIO (rather than a resolution of the members of the CIO).
(2) Decisions of the members may be made either:
(a) by resolution at a general meeting; or
(b) by resolution in writing, in accordance with sub-clause (4) of this clause.
(3) Any decision specified in sub-clause (1) must be made in accordance with the provisions of clause 28 (amendment of constitution), clause 29 (Voluntary winding up or dissolution), or the provisions of the Charities Act 2011, the General Regulations or the Dissolution Regulations as applicable. Those provisions require the resolution to be agreed by a 75% majority of those members voting at a general meeting, or agreed by all members in writing.
(4) Except where a resolution in writing must be agreed by all the members, such a resolution may be agreed by a simple majority of all the members who are entitled to vote on it. Such a resolution shall be effective provided that:
(a) a copy of the proposed resolution has been sent to all the members eligible to vote; and
(b) the required majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature, by a statement of their identity accompanying the document, or in such other manner as the CIO has specified.
The resolution in writing may comprise several copies to which one or more members have signified their agreement. Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated.
18. General meetings of members
(1) Calling of general meetings of members
The members of the CIO may designate any of their meetings as a general meeting of the members of the CIO. The purpose of such a meeting is to discharge any business which must by law be discharged by a resolution of the members of the CIO as specified in clause 18 (Decisions which must be made by the members of the CIO).
(2) Notice of general meetings of members
(a) The minimum period of notice required to hold a general meeting of the members of the CIO is 14 days.
(b) Except where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations, a general meeting may be called by shorter notice if it is so agreed by a majority of the members of the CIO.
(c) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent.
(3) Procedure at general meetings of members
The provisions in clauses 16 (2) – (4) governing the chairing of meetings, procedure at meetings and participation in meetings by electronic means apply to any general meeting of the members, with all references to trustees to be taken as references to members.
19. Saving provisions
(1) Subject to sub-clause (2), all decisions of the members of the CIO, or of a committee of members of the CIO, shall be valid notwithstanding the participation in any vote of a charity trustee:
15 72246/1/29474473.2
• who was disqualified from holding office;
• who had previously retired or who had been obliged by the constitution to vacate office;
• who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
if, without the vote of that member and that member being counted in the quorum, the decision has been made by a majority of the members of the CIO at a quorate meeting.
(2) Sub-clause (1) if this clause does not permit a member to keep any benefit that may be conferred upon him or her by a resolution of the members of the CIO or of a committee of members of the CIO if, but for sub-clause (1), the resolution would have been void, or if the member has not complied with clause 7 (Conflicts of interest).
20. Execution of documents
(1) The CIO shall execute documents either by signature or by affixing its seal (if it has one)
(2) A document is validly executed by signature if it is signed by at least two of the members of the CIO.
(3) If the CIO has a seal:
(a) it must comply with the provisions of the General Regulations; and
(b) the seal must only be used by the authority of the members of the CIO or of a committee of members of the CIO duly authorised by the members of the CIO. The members of the CIO may determine who shall sign any document to which the seal is affixed and unless otherwise so determined it shall be signed by two members of the CIO.
21. Use of electronic communications
(1) General
The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:
(a) the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
(b) any requirements to provide information to the Commission in a particular form or manner.
23 Keeping of Registers
The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, a (combined) register of its members and charity trustees.
24 Minutes
The members of the CIO must keep minutes of all:
(1) appointments of officers made by the members of the CIO;
(2) proceedings at general meetings of the CIO;
(3) meetings of the members of the CIO and committees of members of the CIO including:
• the names of the members of the CIO present at the meeting;
• the decisions made at the meetings; and
• where appropriate the reasons for the decisions;
(4) decisions made by the members of the CIO otherwise than in meetings.
25 Accounting records, accounts, annual reports and returns, register maintenance
(1) The members of the CIO must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of account, and to the preparation of annual reports and returns. The statements of account, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end.
(2) The members of the CIO must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities.
26 Rules
The members of the CIO may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request.
27 Disputes
If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation.
28 Amendment of constitution
As provided by sections 224-227 of the Charities Act 2011:
(1) This constitution can only be amended:
(a) by resolution agreed in writing by all members of the CIO; or
(b) by a resolution passed by a 75% majority of those voting at a general meeting of the members of the CIO called in accordance with clause 18 (General meetings of members).
(2) Any alteration of clause 3 (Objects), clause 28 (Voluntary winding up or dissolution), this clause, or of any provision 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, requires the prior written consent of the Charity Commission
(3) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
(4) A copy of every resolution amending the constitution, together with a copy of the CIO’s constitution as amended must be sent to the Commission by the end of the period of 15 days beginning with the date of passing of the resolution, and the amendment does not take effect until it has been recorded in the Register of Charities.
29 Voluntary winding up or dissolution
(1) As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made:
(a) at a general meeting of the members of the CIO called in accordance with clause 19 (General meetings of members), of which not less than 14 days’ notice has been given to those eligible to attend and vote:
(i) by a resolution passed by a 75% majority of those voting, or (ii) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put
to the general meeting; or
(b) by a resolution agreed in writing by all members of the CIO.
(2) Subject to the payment of all the CIO’s debts:
(a) Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied.
(b) If the resolution does not contain such a provision, the members of the CIO must decide how any remaining assets of the CIO shall be applied.
(c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO.
(3) The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular:
(a) the members of the CIO must send with their application to the Commission:
(i) a copy of the resolution passed by the members of the CIO; (ii) a declaration by the members of the CIO that any debts and other liabilities of the CIO have been settled or otherwise provided for in
full; and
(iii) a statement by the members of the CIO setting out the way in which any property of the CIO has been or is to be applied prior to
its dissolution in accordance with this constitution;
(b) the members of the CIO must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any member of the CIO who was not privy to the application.
(4) If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.
ALMSHOUSES AND RESIDENTS
30 Contributions
The members of the CIO may make it a condition of appointing a resident that the resident must
contribute a weekly sum (which must not cause the resident hardship) towards the cost of maintaining the homes and essential services in them.
31 Applications for appointment
(1) The members of the CIO must give public notice of a vacancy in the homes, unless: (a) the person to be appointed has been a resident; or
(b) notice has been given in the last 12 months.
(2) Before making an appointment the members of the CIO must:
(a) decide how applications are to be made to them;
(b) consider the suitability of each applicant;
(c) arrange for at least one of the members of the CIO, or an officer of the charity, to meet the person to be appointed, unless they consider that special circumstances make this unnecessary.
(3) The members of the CIO may, in exceptional circumstances, appoint a resident who lives outside the area of benefit but is otherwise qualified. The members of the CIO must record in the record of their meetings the nature of the exceptional circumstances justifying the appointment. The number of residents appointed under this subclause must not exceed two at any one time.
32 Records
The members of the CIO must keep records of:
(1) the date of each vacancy and the reason for it;
(2) the names of persons who have applied for appointment;
(3) the name and age of every resident and the date of their appointment.
33 Occupation of homes
(1) The members of the CIO must set out in writing the terms on which a resident occupies their home. A copy of the document recording the terms of occupation (which may take the form of a letter of appointment) must be signed by the resident as evidence of their acceptance.
(2) The terms must include:
(a) a requirement that neither the resident nor any relation or guest of theirs will be a tenant of the charity or have any legal interest in the home;
(b) a requirement that the resident must live in the home and not be absent from it, without the members of the CIO’ permission, for more than 28 days in any year; (c) a requirement that, without the members of the CIO’ permission, the resident must not:
(i) allow anyone to share the home with them; or
(ii) give up possession of it, in whole or in part;
(d) a power for the members of the CIO to require the resident to move, temporarily or permanently, to another home;
(e) a power for the members of the CIO to end the resident’s appointment at any time for the reasons mentioned in clause 35 of this scheme; and
(f) such other provisions as the members of the CIO think necessary for the effective running of the homes for the benefit of the residents generally.
34 Termination of appointments
The members of the CIO may terminate the appointment of any resident who: (1) was appointed without the necessary qualifications or no longer has the necessary qualifications; or
(2) persistently breaches the regulations referred to in clause 33 of this scheme; or (3) is no longer suited to be a resident by reason of illness or disability.
35 Interpretation and Definitions
In this constitution:
“the area of benefit” means the Parish of Lambourn and circumjacent Parishes. “the beneficiaries” mean people resident in, or with a close connection to, the area of benefit.
“the Commission” means the Charity Commission for England and Wales. “the existing residents” means the residents living in the homes at the date of this scheme.
“home” means one of the almshouses.
“the homes” means the almshouses of the charity.
“the reserve funds” means the funds identified in clause 28 of this scheme. “residents” means those beneficiaries of the charity who live in the homes and “resident” means one of the residents.
“the trustees” means the trustees and members of the CIO of the charity acting under this scheme and “trustee” means one of the trustees or one of the members of the CIO.
“connected person” means:
(a) a child, parent, grandchild, grandparent, brother or sister of the charity trustee; (b) the spouse or civil partner of the charity trustee or of any person falling within sub-clause (a) above;
(c) a person carrying on business in partnership with the charity trustee or with any person falling within subclause (a) or (b) above;
(d) an institution which is controlled –
i. by the charity trustee or any connected person falling within sub-clause (a), (b), or (c) above; or
ii. by two or more persons falling within sub-clause (d)(i), when taken together
(e) a body corporate in which –
i. the charity trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or
ii. two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest.
Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution.
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012.
“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012.
The “Communications Provisions” means the Communications Provisions in Part 9, Chapter 4 of the General Regulations.
“charity trustee” means a charity trustee of the CIO and is the same as a member of the CIO.
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing
SCHEDULE
The Almshouses of John Isbury, Three Post Lane, Lambourn
The Almshouses of Jacob Hardrett, Chapel Lane, Lambourn
Westfield and Goldhill Farms, East Garston (includes Westfield Farmhouse and Commercial Buildings)
Lambourn Methodist Chapel, 8, Chapel Lane, Lambourn, Hungerford, RG17 8YA