A Charitable Incorporated Organisation with voting members other than its trustees
Date last amended: March 2024
Date of next review by Board of Trustees: February 2025
- Name
The name of the Charitable Incorporated Organisation (“the CIO”) is
THE PAGAN FEDERATION - 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:
The Pagan Federation
71-75 Shelton Street
Covent Garden
London
WC2H 9JQ - Objects
The objects of the CIO are:
The promotion of equality and diversity for the public benefit by:
[1] – the elimination of discrimination against pagans on the grounds of beliefs which are recognised and protected in law and consistent with the Equality Act 2010;
[2] – advancing education of the public and raising awareness of the beliefs and practices of pagans;
[3] – cultivating a sentiment in favour of equality and diversity.
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] - Powers
The CIO has power to do anything which is calculated to further its object[s] or is conducive or incidental to doing so. In particular, the CIO’s powers include 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. 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 those clauses;
[5] 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. - Application of income and property
[1] The income and property of the CIO must be applied solely towards the promotion of the objects.
(a) A charity trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by they when acting on behalf of the CIO.
(b) A charity trustee 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] 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. This does not prevent a member who is not also a charity trustee receiving:
(a) a benefit from the CIO as a beneficiary of the CIO;
(b) reasonable and proper renumeration for any goods of services supplies to the CIO.
[3] Nothing in this clause shall prevent a charity trustee or connected person receiving any benefit or payment which is authorised by Clause 6. - Benefits and payments to charity trustees and connected persons
[1] General provisions
No charity trustee 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 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. - Conflicts of interest and conflicts of loyalty
A charity trustee must:
[1] declare the nature and extent of any interest, direct or indirect, which they have 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 themself from any discussions of the charity trustees in which it is possible that a conflict of interest will arise between their duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest).
Any charity trustee absenting them self from any discussions in accordance with this clause must not vote or be counted as part of the quorum in any decision of the charity trustees on the matter. - 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. - Membership of the CIO
[1] Admission of new members
(a) Eligibility
Membership of the CIO is open to anyone who self identifies as Pagan, Is 16 years of age or over (at the time of application), agrees to abide by our Code of Conduct, is interested in furthering its purposes, and who, by applying for membership, has indicated their agreement to become a member and acceptance of the duty of members set out in sub-clause (3) of this clause.
A member may be a single individual or a may hold Joint with another individual(s).
(b) Admission procedure
The charity trustees – Normally through the Membership Database Manager & Administration Manager:
(i) may require applications for membership to be made in any reasonable way that they decide;
(ii) shall, if they approve an application for membership, notify the applicant of their decision within 30 days;
(iii) may refuse an application for membership if they believe that it is in the best interests of the CIO for them to do so;
(iv) shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within 30 days of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and
(v) shall give fair consideration to any such appeal, and shall inform the applicant of their decision, but any decision to confirm refusal of the application for membership shall be final.
[2] Transfer of membership
Membership of the CIO cannot be transferred to anyone else.
[3] Duty of members
It is the duty of each member of the CIO to exercise their powers as a member of the CIO in the way they decide in good faith would be most likely to further the purposes of the CIO.
(a) A ‘Standard’ member of the CIO does NOT have a vote. Standard members are expected to make their viewpoint known to the Official members of the CIO.
(b) Official members have a vote – It is the duty of Official members of the Pagan Federation to fulfil the function that they have been appointed to within the Pagan Federation, to the best of their ability, in the way which they decide in good faith would be most likely to further the purposes of the CIO.
(c) Official Memberss are those as detailed in (30.) below.
[4] Termination of membership
(a) Membership of the CIO comes to an end if:
(i) the member dies, or, in the case of an organisation (or the representative of an organisation) that organisation ceases to exist; or
(ii) the member sends a notice of resignation to the charity trustees; or
(iii) any sum of money owed by the member to the CIO is not paid in full within six months of its falling due; or
(iv) the charity trustees (through the Complaints Manager & the mechanism of the Complaints and Disciplinary Procedure) decide that it is in the best interests of the CIO that the member in question should be removed from membership.
[5] Membership fees
The CIO may require members to pay reasonable membership fees to the CIO. - Official Members’ decisions
[1] General provisions
Except for those decisions that must be taken in a particular way as indicated in sub-clause (4) of this clause, decisions of the Official members of the CIO may be taken either by vote at a general meeting as provided in sub-clause (2) of this clause or by written resolution as provided in sub-clause (3) of this clause.
[2] Taking ordinary decisions by vote
Subject to sub-clause (4) of this clause, any decision of the Official members of the CIO may be taken by means of a resolution at a general meeting. Such a resolution may be passed by a simple majority of votes cast at the meeting.
[3] Taking ordinary decisions by written resolution without a general meeting
(a) Subject to sub-clause (4) of this clause, a resolution in writing agreed by a simple majority of all the members who would have been entitled to vote upon it had it been proposed at a general meeting shall be effective, provided that:
(i) a copy of the proposed resolution has been sent to all Official Members eligible to vote; and
(ii) a simple majority of Official Members has signified its agreement to the resolution in a documents 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.
(b) The resolution in writing may comprise several copies to which one or more Official members has signified their agreement.
(c) Eligibility to vote on the resolution is limited to members who are Official members of the CIO on the date when the proposal is first circulated in accordance with paragraph (a) above.
(d) Not less than 10% of the Official members of the CIO may request the charity trustees to make a proposal for decision by the Official members.
(e)The charity trustees must within 21 days of receiving such a request begin action to comply with it if:
(i) The proposal is not frivolous or vexatious, and does not involve the publication of defamatory material;
(ii) The proposal is stated with sufficient clarity to enable effect to be given to it if it is agreed by the Official members; and
(iii) Effect can lawfully be given to the proposal if it is so agreed.
(f) Sub-clauses (a) to (c) of this clause apply to a proposal made at the request of Official Members.
[4] Decisions that must be taken in a particular way
(a) Any decision to remove a trustee must be taken in accordance with clause [15(2)].
(b) Any decision to amend this constitution must be taken in accordance with clause [28] of this constitution (Amendment of Constitution).
(c) Any decision to wind up or dissolve the CIO must be taken in accordance with clause [29] of this consitution (voluntary winding up or dissolution). Any decision to amalgamate or transfer the undertaking of the CIO to one or more other CIOs must be taken in accordance with the provisions of the Charities Act 2011. - General meetings of Official Members (The Council of the CIO – see section 31)
[1] Types of general meeting
There must be an annual general meeting (AGM) of the Official members of the CIO. The first AGM must be held within 18 months of the registration of the CIO, and subsequent AGMs must be held at intervals of not more than 15 months. The AGM must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees’ annual report, and must elect trustees as required under clause [13].
Other general meetings of the Official members of the CIO may be held at any time.
All general meetings must be held in accordance with the following provisions.
[2] Calling general meetings
(a) The charity trustees:
(i) must call the annual general meeting of the Official members of the CIO in accordance with sub-clause (1) of this clause, and identify it as such in the notice of the meeting; and
(ii) may call any other general meeting of the Official members at any time.
(b) The charity trustees must, within 21 days, call a general meeting of the Official members of the CIO if:
(i) they receive a request to do so from at least 10% of the Official members of the CIO; and
(ii) the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the Official member(s) making the request.
(c) If, at the time of any such request, there has not been any general meeting of the Official members of the CIO for more than 12 months, then sub-clause (b)(i) of this clause shall have effect as if 5% were substituted for 10%.
(d) Any such request may include particulars of a resolution that may properly be proposed, and is intended to be proposed, at the meeting.
(e) A resolution may only properly be proposed if it is lawful, and is not defamatory, frivolous or vexatious.
(f) Any general meeting called by the charity trustees at the request of the Official members of the CIO must be held within 28 days from the date on which it is called.
(g) If the charity trustees fail to comply with this obligation to call a general meeting at the request of its Official members, then the Official members who requested the meeting may themselves call a general meeting.
(h) A general meeting called in this way must be held not more than 3 months after the date when the Official members first requested the meeting.
(i) The CIO must reimburse any reasonable expenses incurred by the Official Members calling a general meeting by reason of the failure of the charity trustees to duly call the meeting, but the CIO shall be entitled to be indeminified by the charity trustees who were responsible for such failure.
[3] Notice of general meetings
(a) The charity trustees, or, as the case may be, the relevant Official Members of the CIO, must give at least 14 clear days’ notice of any general meeting to all of the Official members.
(b) If it is agreed by not less than 90% of all Official members of the CIO, any resolution may be proposed and passed at the meeting even though the requirements of sub-clause (3) (a) of this clause have not been met. This sub-clause does not apply 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.
(c) The notice of any general meeting must:
(i) state the time and date of the meeting:
(ii) give the address at which the meeting is to take place or URL at which a delegate may join the meeting online;
(iii) give particulars of any resolution which is to be moved at the meeting, and of the general nature of any other business to be dealt with at the meeting; and
(iv) if a proposal to alter the constitution of the CIO is to be considered at the meeting, include the text of the proposed alteration;
(v) include, with the notice for the AGM, the annual statement of accounts and trustees’ annual report, details of persons standing for election or re-election as trustee, or where allowed under clause [22] (Use of electronic communication), details of where the information may be found on the CIO’s website.
(d) 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.
(e) The proceedings of a meeting shall not be invalidated because an Official Member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO.
[4] Chairing of general meetings
The person nominated as chair by the charity trustees under clause [19](2) (Chairing of meetings), shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the Official members of the CIO who are present at a general
meeting shall elect a chair to preside at the meeting.
[5] Quorum at general meetings
(a) No business may be transacted at any general meeting of the members of the CIO unless a quorum is present when the meeting starts.
(b) Subject to the following provisions, the quorum for general meetings shall be the greater of [5] % or [three] Official members.
(c) If the meeting has been called by or at the request of the Official members and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the meeting is closed.
(d) If the meeting has been called in any other way and a quorum is not present within 15 minutes of the starting time specified in the notice of the meeting, the chair must adjourn the meeting. The date, time and place at which the meeting will resume must [either be announced by the chair or] be notified to the CIO’s Official members at least seven clear days before the date on which it will resume.
(e) If a quorum is not present within 15 minutes of the start time of the adjourned meeting, the member or members present at the meeting constitute a quorum.
(f) If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions. If decisions are required which must be made by a meeting of the Official members, the meeting must be adjourned.
[6] Voting at general meetings
(a) Any decision other than one falling within clause [10(4)] (Decisions that must be taken in a particular way) shall be taken by a simple majority of votes cast at the meeting [(including proxy and postal votes)]. Every member has one vote [unless otherwise provided in the rights of a particular class of membership under this constitution].
(b) A resolution put to the vote of a meeting shall be decided on a show of hands, unless (before or on the declaration of the result of the show of hands) a poll is duly demanded. A poll may be demanded by the chair or by at least 10% of the members present in person or by proxy at the meeting.
(c) A poll demanded on the election of a person to chair the meeting or on a question of adjournment must be taken immediately. A poll on any other matter shall be taken, and the result of the poll shall be announced, in such manner as the chair of the meeting shall decide, provided that the poll must be taken, and the result of the poll announced, within 30 days of the demand for the poll.
(d) A poll may be taken:
(i) at the meeting at which it was demanded; or
(ii) at some other time and place specified by the chair; or
(iii) through the use of postal or electronic communications.
(e) In the event of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting shall have a second, or casting vote.
(f) Any objection to the qualification of any voter must be raised at the meeting at which the vote is cast and the decision of the chair of the meeting shall be final.
[7] Adjournment of meetings
The chair may with the consent of a meeting at which a quorum is present (and shall if so
directed by the meeting) adjourn the meeting to another time and/or place. No business
may be transacted at an adjourned meeting except business which could properly have been transacted at the original meeting. - Charity trustees
[1] Functions and duties of charity trustees
The charity trustees 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 charity trustee:
(a) to exercise their powers and to perform their functions as a trustee of the CIO in the way they 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 they have or hold themselves as having; and
(ii) if they act 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
(a) Every charity trustee must be a natural person.
(b) No one may be appointed as a charity trustee:
(i) if they are under the age of 16 years; or
(ii) if they would automatically cease to hold office under the provisions of clause [15(1)(f)]
(c) No one is entitled to act as a charity trustee whether on appointment or on any reappointment until they are expressly acknowledged, in whatever way the charity trustees decide, their acceptance of the office of charity trustee.
(d) At least one of the trustees of the CIO must be 18 years of age or over. If there is no trustee aged at least 18 years, the remaining trustee or trustees may act only to call a meeting of the charity trustees, or appoint a new charity trustee.
[3] Number of charity trustees
The maximum number of charity trustees that may be appointed to the CIO is 13.
[4] First charity trustees
The first charity trustees of the CIO are:
Sarah Kerr – 3 years: President, Treasurer and Communications Officer
Keith Tovey – 3 years: General Sec & IT Officer
Sam Stoker – 3 years: Community Support Officer (CSO)
Emma Shinn – 3 years: Advocacy Officer
Anna Twort – 3 years: District Liaison Officer (DLO)
Anne Edward – 3 years: Environmental Officer
Christine Elliott – 3 years: Chaplaincy Officer
Krys Holmes – 3 years: Volunteer & Training Officer (VTO)
Sif Brookes – 1 year: Council Liaison Trustee #1
Lee Smith – 1 year: Council Liaison Trustee #2 - Appointment of charity trustees
Nominated Charity Trustee[s]
(a) The Council of the PF CIO Officials (“the appointing body”) – See Section (31) – Appoints charity trustees as first business of the AGM. Current trustees may NOT vote in the appointment of ANY trustees.
(b) Any appointment must be made at a meeting held according to the ordinary practice of the appointing body.
(c) Each appointment must be for a term of [3] years.
(d) The appointment will be effective from the later of:
(i) the date of the vacancy; or
(ii) the date on which the CIO is informed of the appointment.
(e) The person appointed MUST be a member of the appointing body.
(f) A trustee appointed by the appointing body has the same duty under Clause 12(1) as the other charity trustees to act in the way they decide in good faith would be most likely to further the purpose of the CIO
(g) Two Trustees shall be appointed for an annual basis in addition to other Trustee appointment. These appointees are to act as an additional Liaison between the Council and the Trustees. These two trustee posts are referred to as Council Liaison Trustees.
(h) Members of the appointing body may have ONE VOTE only. Even if they hold more than one function in the appointing body.
(i) If the appointing body fails to appoint a trustee then the Board of Trustees may seek to co- opt a trustee from the members of the appointing body until a vote can be taken at the next General Meeting. - Information for new charity trustees
The charity trustees will make available to each new charity trustee, on or before their first appointment:
(a) a copy of this constitution and any amendments made to it; and
(b) a copy of the CIO’s latest trustees’ annual report and statement of accounts.
(c) all training materials that would normally be made available to other Official members of the CIO.
(d) information on the role and responsibilities of a charity trustee - Retirement and removal of charity trustees
[1] A charity trustee ceases to hold office if they:
(a) retires by notifying the CIO in writing (but only if enough charity trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings);
(b) is absent without the permission of the charity trustees from all their meetings held within a period of six months and the trustees resolve that their office be vacated;
(c) dies;
(d) in the written opinion, given to the CIO, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a trustee and may remain so for more than three months;
(e) is removed by the members of the CIO in accordance with sub-clause (2) of this clause; or
(f) is disqualified from acting as a charity trustee by virtue of section 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision).
(g) has served as a trustee for the full period for which they were selected by the appointing body.
[2] A charity trustee shall be removed from office if a resolution to remove that trustee is proposed at a general meeting of the official members called for that purpose and properly convened in accordance with clause [11], and the resolution is passed by a two-thirds majority of votes cast at the meeting.
[3] A resolution to remove a charity trustee in accordance with this clause shall not take effect unless the individual concerned has been given at least 14 clear days notice in writing that the resolution is to the proposed, specifying the circumstances alleged to justify removal from office, and has been given a reasonable opportunity of making oral and/or written representations to the Official Members of the CIO. - Reppointment of charity trustees
Any person who retires as a charity trustee by rotation or by giving notice to the CIO is eligible for reappointment. A charity trustee who has served for three consecutive terms may not be reappointed for a fourth consecutive term but may be reappointed after an interval
of at least three years. - Taking of decisions by charity trustees
Any decision may be taken either at a meeting of the charity trustees; or
(a) By resolution in writing [or electronic form] agreed by a majority of all of the charity trustees, 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 charity trustees has signified their agreement. Such a resolution shall be effective provided that a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees; and
(b) The majority of all of the charity trustees 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 charity trustees have previously resolved, and delivered to the CIO at its principal office or such other place as the trustees may resolve [within 28 days of the circulation date]. - Delegation by charity trustees
Charity trustees MAY NOT delegate their authority. - Meetings and proceedings of charity trustees
[1] Calling meetings
(a) Any charity trustee may call a meeting of the charity trustees.
(b) Subject to that, the charity trustees shall decide how their meetings are to be called, and what notice is required.
[2] Chairing of meetings
The charity trustees 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 charity trustees 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] charity trustees, or the number nearest to [one third] of the total number of charity trustees, whichever is greater, or such larger number as the charity trustees may decide from time to time. A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which they are 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 chair 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 charity trustees in which each participant may communicate with all the other participants.
(b) Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees 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. - Saving provisions
[1] Subject to sub-clause (2) of this clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid except for the participation in any vote of a charity trustee:
(a) Who was disqualified from holding office;
(b) Who had previously retired or who had been obliged by the constitution to vacate office;
(c) Who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise;
(d) if, without the vote of that charity trustee and that charity trustee being counted in the quorum, the decision has been made by a majority of the charity trustees at a quorate meeting.
[2] Sub-clause (1) of this clause does not permit a charity trustee to keep any benefit that may be conferred upon them by a resolution of the charity trustees or of a committee of charity trustees if, but for clause (1), the resolution would have been void, or if the charity trustee has not complied with clause 7 (Conflicts of interest). - 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 charity trustees.
[3] If the CIO has a seal:
(a) it must comply with the provisions of the General Regulations; and
(b) it must only be used by the authority of the charity trustees or of a committee of charity trustees duly authorised by the charity trustees. The charity trustees may determine who shall sign any document to which the seal is affixed and unless otherwise determined it shall be signed by two charity trustees. - 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.
[2] By the CIO
(a) Any member or charity trustee of the CIO, by providing the CIO with their email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO their unwillingness to receive such communications in that form.
(b) The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website –
(i) provide the members with the notice referred to in clause 11(3) (Notice of general meetings);
(ii) give charity trustees notice of their meetings in accordance with clause 19(1) (Calling meetings); and
(iii) submit any proposal to the members or charity trustees for decision by written resolution or postal vote in accordance with the CIO’s powers under clause 10 (Members’ decisions), or 10(3) (Decisions taken by resolution in writing).
(c) the charity trustees must:
(i) take reasonable steps to ensure that members and charity trustees are promptly notified of the publication of any such notice or proposal;
(ii) send any such notice or proposal in hard copy form to any member or charity trustee who has not consented to receive communications in electronic form. - 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, registers of its members and charity trustees. - Minutes
The charity trustees must keep minutes of all:
(1) appointments of officers made by the charity trustees;
(2) proceedings at general meetings of the CIO;
(3) meetings of the charity trustees and committees of charity trustees including:
(i) the names of the trustees present at the meeting;
(ii) the decisions made at the meetings; and
(iii) where appropriate the reasons for decisions.
(4) decisions made by the charity trustees otherwise than in meetings. - Accounting records, accounts, annual reports and returns, register maintenance
(1) The charity trustees 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 accounts, and to the preparation of annual reports and returns. The statements of accounts, 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 charity trustees 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. - Rules
The charity trustees may from time to time make such reasonable and proper rules or by-laws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or by-laws must not be inconsistent with any provision of this constitution. Copies of any such rules or by-laws currently in force must be made available to any member of the CIO on request. - 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 just first try in good faith to settle the dispute by mediation before resorting to litigation. - Amendment of Constitution
As provided by clauses 224-227 of the Charities Act 2011:
(1) This constitution can only be amended:
(i) by resolution agreed in writing by all official members of the CIO; or
(b) by a resolution passed by a 75% majority of votes cast at a general meeting of the official members of the CIO.
(2) Any alteration of clause 3 (Objects), clause [29] (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 any resolution altering the constitution, together with a copy of the CIO’s constitution as amended, must be sent to the Commission within 15 days from the date on which the resolution is passed. The amendment does not take effect until it has been recorded in the Register of Charities. - Voluntary Winding Up or Dissolution
(1) As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its official members. Any decision by the official members to wind up or dissolve the CIO can only be made:
(a) at a general meeting of the official members of the CIO called in accordance with clause [11] (Meetings of Official 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 official 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 charity trustees 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 charity trustees 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 charity trustees that any debts and other liabilities of the CIO have been settled or otherwise provided for in full; and
(iii) a statement by the charity trustees 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 charity trustees must ensure that a copy of the application is sent within seven days to every member and employee of the CIO, and to any charity trustee 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. - Council of Official Members of the CIO
The Official Members are The Council of the CIO (referred to as the Council) – The members of the Council are appointed by existing trustees or Council members to serve as official members of the CIO. They are appointed due to their willingness to carry out the various roles that the CIO places upon them and the skills and experience that they bring to the CIO. The Council appoints trustees as required by this document and provides knowledgeful advice and experience that can help ensure the integrity of the board and the
continued dedicated advice that it is so important for the board to be able to rely upon.
30.1 The Role of the Council
30.1.1 – To ensure the Board have access to a continuity of knowledge about The CIO business, history and objects.
30.1.2 – To advise the Board on policy whereby the Objects of The CIO may be furthered. The Council may suggest proposals to the Board for the advancement of Objects of the CIO. The Board shall have the final decision as to whether any policy proposals put forward by the Council should be implemented. The Board is required to provide reasons to the Council should it decide not to implement any proposal. In the event of disagreement, a full vote of the Council shall be taken, with a two-thirds majority required to carry the decision.
30.1.3 – To ensure the Board does not depart from this Constitution, that members’ money and confidentiality are safeguarded, and that the legal and statutory requirements of The CIO are met.
30.1.4 – To provide such information and advice to the Board as is necessary to ensure the integrity and good management of The CIOs finances and to meet its legal and statutory obligations.
30.1.5 – To ensure that Trustees of the CIO are selected as required by this constitution and that they are sufficient in number to fill the board roles as required by the Council.
30.2 Board Roles the Council is required to maintain
30.2.1 President – The Council shall appoint a Trustee to be President. The President will serve for three years initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.2 General Secretary (GenSec) – The Council shall appoint a Trustee to be General Secretary. The General Secretary will serve for three years initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.3 Treasurer – The Council shall appoint a Trustee to be Treasurer. The Treasurer will serve for three years initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.4 Communications Officer – The Council shall appoint a Trustee to be Communications Officer. The Communications Officer will serve for three years initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.5 Volunteer & Training Officer (VTO) – The Council shall appoint a Trustee to be Volunteer & Training Officer. The VTO Officer will serve for three years initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.6 District Liaison Officer (DLO) – The Council shall appoint a Trustee to be the DLO. The DLO will serve for three years initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.7 Community Support Officer (CSO) – The Council shall appoint a Trustee to be the CSO. The CSO will serve for three years initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.8 Advocacy Officer – The Council shall appoint a Trustee to be The Advocacy Officer. The Advocacy Officer will serve for three years initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.9 Environmental Officer – The Council shall appoint a Trustee to be Environmental Officer. The Environmental Officer will serve for three years initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.10 Chaplaincy Officer – The Council shall appoint a Trustee to be Chaplaincy Officer. The Chaplaincy Officer will serve for three years initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.11 Information Technology (IT) Officer – The Council shall appoint a Trustee to be IT Officer. IT Officer will serve for three years initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.12 Council Board Monitor 01 – The Council shall appoint a Trustee to Council Board Monitor 01. The Council Board Monitor 01 will serve for one year initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.13 Council Board Monitor 02 – The Council shall appoint a Trustee to Council Board Monitor 02. The Council Board Monitor 02 will serve for one year initially. Thereafter, the renewal of the appointment must be in line with section (16).
30.2.14 Vice Presidents (VP) – Up to a maximum of two Board members may be granted the honorific of Vice President at the direction of the Council. A Vice President has authority to act on behalf the President if the President is unable to. The Role of VP persists whilst an individual is a Trustee & board member or until the role is re-assigned by Council direction.
30.3 Members of the Council
30.3.1 The Current Board (WHO HAVE NO VOTE UPON THE APPOINTMENT OF TRUSTEES)
30.3.2 District Managers and Regional Co-ordinators of the CIO
30.3.3 Honorary Members of the CIO
30.3.4 Past Presidents of the CIO (who remain Members of the CIO)
30.3.5 Managers
30.3.6 Presiding Officers of current Affiliated Bodies (details of all Affiliated Bodies can be found on our website)
30.4 Meetings of the Council
30.4.1 Annual Meeting – An Annual Council Meeting shall be held each calendar year. Written notice of at least 28 clear days must be given of the day, time and place of the Annual Council Meeting to all Council. Notice is deemed to have been served 48 hours after posting.
30.4.2 Business of Annual Meeting – In addition to any business that the Board or Members Council should put before the Annual Council Meeting, the following business shall be transacted:
(a) Selection of Trustees & Appointment to Board Roles
(b) Consideration of the report of the activities of The CIO during the previous year. This report shall include a record of attendances at Board meetings held since the last Annual Council meeting, together with a report on the major decisions made by the Trustees.
(c) Consideration of the financial and membership reports of the previous year.
30.4.3 Quorum – Fifteen Council members (excluding the Current Trustees) constitute a quorum. If the Council is not Quorate – this shall be deemed an emergency (see below)
30.4.4 Voting – In the event of a tie, the President shall make a casting vote. If the matter is to do with Trustee selection where the President has no vote then most senior (judged by length of term of post on the Council – this excludes Honorary members and Past Presidents whose knowledge of the CIO may be too far out of date to officiate upon such matters) Council member in attendance will instead have the casting vote.
30.4.5 Emergency Meetings – Where the Board has disbanded or at request of its remaining members, 3 Council Members (any 2 District Managers and 1 Honorary Member – to provide consistency of purpose) may call an emergency meeting of the Council whose sole business will be to select Trustees and/or appoint Board roles from within Council membership or take a vote on the winding up of the CIO. If the Trustee holding the role or President or a Trustee holding the honorific of Vice President is not in office then initially the senior District Manager or Honorary Member present (judged either by length of time as a District Manager or length of time as an Honorary Member) will take the chair. - Interpretation
In this constitution:
“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 above;
(c) a person carrying on business in partnership with the charity trustee or with any person falling within sub-clause (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
(e) a body corporate in which –
(i) the charity trustee or any connected person falling with 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.
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.
Proxy – a Proxy is a an OFFICAL or STANDARD member of the CIO who is casting another voting members vote at a meeting of the CIO due to that members inability to attend. A proxy must be a member in good standing and the use of a proxy should be formally advised to the chair of the meeting at least 5 days before the meeting. The chair should then reply to formally accept the proxy before the meeting. - Affiliated Bodies
33.1 An affiliated body is a compatible organisation that has been considered as such and voted as such by PF CIO Council by a 75% majority.
33.2 To be an Affiliated body to PF CIO a group must:
(a) Have in their constitution Aims & objectives which are compatible with and in harmony with the aims and objectives of the PF CIO and its affiliated bodies.
(b) The Affiliated body must have membership criteria which are compatible and in harmony with the PF CIO and its affiliated bodies.
(c) The affiliated body must agree and comply with the PF Code of Conduct.
33.3 The senior member of an affiliated body shall be invited to PF CIO Council as a voting member. - The Three Principles
The Three Principles set out below have historically provided a basis for the PF’s work in education and the Pagan community and are supported and aspired to by many Pagans. It would not seem correct to have a Constitution for the PF without mention of these principles.
(i) Love for and Kinship with Nature. Reverence for the life force and its ever-renewing cycles of life and death.
(ii) A Positive Morality in which the individual is responsible for the discovery and development of their true nature in harmony with the outer world and community. This is often expressed as “Do what you will, as long as it harms none”.
(iii) Recognition of the Divine, which transcends gender, acknowledging both the female and male aspect of the Deity. - Appendix and Annex
No Appendix of Annex entries exist at time of writing to this Constitution.