The Society of Visually Impaired Lawyers

Constitution

Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees

Date of Constitution:

("Association" model Constitution) (adopted by a special resolution of the voting members passed on )

1. Name

The name of the Charitable Incorporated Organisation (the CIO) is The Society of Visually Impaired Lawyers.

2. 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.

3. Objects

3.1 The objects of the CIO (the Objects) are:

3.2 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.

4. 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:

5. Application of income and property

5.1 The income and property of the CIO must be applied solely towards the promotion of the Objects:

5.2 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 or connected person. This does not prevent a member or connected person who is not also a charity trustee receiving:

6. Benefits and payments to charity trustees and connected persons

6.1 General provisions

No charity trustee or connected person may:

unless the payment or benefit is permitted by Sub-Clause 6.2 of this Clause 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.

6.2 Scope and powers permitting trustees' or connected persons' benefits

(a) A charity trustee or connected person may receive a benefit from the CIO as a beneficiary of the CIO provided that a majority of the trustees do not benefit in this way.

(b) A charity trustee or connected person may enter into a contract for the supply of services and/or goods 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) A charity trustee 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).

(d) A charity trustee or connected person may receive rent for premises let by the trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The charity trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion.

(e) A charity trustee 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.

6.3 In Clauses 5 and 6:

7. Conflicts of interest and conflicts of loyalty

7.1 A charity trustee must:

7.2 Any charity trustee 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 charity trustees on the matter.

8. 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.

9. Membership of the CIO

9.1 Admission of new Ordinary Members

(a) Eligibility

Ordinary membership of the CIO is open to any Lawyer who is entitled to be registered as blind or partially sighted with their local social services.

(b) Admission procedure

(i) Any applicant for ordinary membership shall supply to the Secretary of the CIO such information and evidence as may be reasonably required to show that the applicant is eligible for membership.

(ii) The Secretary shall have a duty to accept as members all applicants whose applications qualify under the provisions of Sub-Clauses 9.1(a) and 9.6. However, where the Secretary is not satisfied as to an applicant's eligibility for membership the Secretary shall put the matter before the charity trustees.

(iii) Only the charity trustees and not the Secretary shall have the power to reject an application for membership and where it does so the Committee shall give reasons for its decision in writing sent to the applicant.

(iv) A person shall become a member from the date on which a decision to admit is notified to him or her by the Secretary.

(v) If an applicant objects to a decision of the Committee rejecting his or her application for membership, he or she may require his or her application to be placed before the next following Annual General Meeting.

9.2 Transfer of membership

Membership of the CIO cannot be transferred to anyone else except in the case of an individual or corporate body representing an organisation which is not incorporated, whose membership may be transferred by the unincorporated organisation to a new representative. Such transfer of membership does not take effect until the CIO has received written notification of the transfer.

9.3 Duty of members

It is the duty of each member of the CIO to exercise his or her powers as a 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.

9.4 Termination of membership

(a) Membership of the CIO comes to an end if:

(b) Before the charity trustees take any decision to remove someone from membership of the CIO they must:

9.5 Membership fees

The CIO may require members to pay reasonable membership fees to the CIO.

9.6 Associate (non-voting) membership

(a) The CIO may admit as an associate (non-voting) member (associate members) any legal person who is interested in furthering the CIO's Objects, and who, by applying for membership, has indicated his or her agreement to become a member and has accepted of the duty of members set out in Sub-Clause 9.3. Any such associate member does not have to be either a Lawyer and/or visually impaired.

(b) The charity trustees may create associate or other classes of non-voting membership, and may determine the rights and obligations of any such members (including payment of membership fees), and the conditions for admission to, and termination of membership of any such class of members.

(c) Other references in this Constitution to members and membership do not apply to non-voting members, and non-voting members do not qualify as members for any purpose under the Charities Acts, General Regulations or Dissolution Regulations.

10. Members' decisions

10.1 General provisions

Except for those decisions that must be taken in a particular way as indicated in Sub-Clause 10.4 of this Clause, decisions of the members of the CIO may be taken either by vote at a general meeting as provided in Sub-Clause 10.2 of this Clause or by written resolution as provided in Sub-Clause 10.3 of this Clause.

10.2 Taking ordinary decisions by vote

Subject to Sub-Clause 10.4 of this Clause, any decision of the 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 (including votes cast by postal, web or email ballot, and proxy votes).

10.3 Taking ordinary decisions by written resolution without a general meeting

(a) Subject to Sub-Clause 10.4 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:

(b) The resolution in writing may comprise several copies to which one or more members has signified their agreement.

(c) 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 in accordance with paragraph (a) above.

(d) Not less than 10 per cent of the members of the CIO may request the charity trustees to make a proposal for decision by the members.

(e) The charity trustees must within 21 days of receiving such a request comply with it if:

(f) Sub-Clauses 10.3(a) to 10.3(c) of this Clause apply to a proposal made at the request of members.

10.4 Decisions that must be taken in a particular way

(a) Any decision to remove a trustee must be taken in accordance with Sub-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 Constitution (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.

11. General meetings of members

11.1 Types of general meeting

(a) There must be an annual general meeting (AGM) of the 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 (Appointment of charity trustees).

(b) Other general meetings of the members of the CIO may be held at any time.

(c) All general meetings must be held in accordance with the following provisions.

11.2 Calling general meetings

(a) The charity trustees:

(b) The charity trustees must, within 21 days, call a general meeting of the members of the CIO if:

(c) If, at the time of any such request, there has not been any general meeting of the members of the CIO for more than 12 months, then Sub-Clause (b)(i) of this Clause shall have effect as if 5 per cent were substituted for 10 per cent.

(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 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 members, then the 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 members first requested the meeting.

(i) The CIO must reimburse any reasonable expenses incurred by the 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 indemnified by the charity trustees who were responsible for such failure.

11.3 Notice of general meetings

(a) The charity trustees, or, as the case may be, the relevant members of the CIO, must give at least 14 clear days' notice of any general meeting to all of the members, and to any charity trustee of the CIO who is not a member.

(b) If it is agreed by not less than 90 per cent of all members of the CIO, any resolution may be proposed and passed at the meeting even though the requirements of Sub-Clause (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:

(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 a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by the CIO.

11.4 Chairing of general meetings

The person nominated as chair by the charity trustees under Sub-Clause 19.2, shall, if present at the general meeting and willing to act, preside as chair of the meeting. Subject to that, the members of the CIO who are present at a general meeting shall elect a chair to preside at the meeting.

11.5 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 per cent or three members. An organisation represented by a person present at the meeting in accordance with Sub-Clause 11.9 of this Clause, is counted as being present in person.

(c) If the meeting has been called by or at the request of the 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 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 members, the meeting must be adjourned.

11.6 Voting at general meetings

(a) Any decision other than one falling within Sub-Clause 10.4 shall be taken by a simple majority of votes cast at the meeting (including proxy, postal, email and web 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 per cent 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:

(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.

11.7 Proxy voting

(a) Any member of the CIO may appoint another person as a proxy to exercise all or any of that member's rights to attend, speak and vote at a general meeting of the CIO. Proxies must be appointed by a notice in writing (a proxy notice) which:

(b) The CIO may require proxy notices to be delivered in a particular form, and may specify different forms for different purposes.

(c) Proxy notices may (but do not have to) specify how the proxy appointed under them is to vote (or that the proxy is to abstain from voting) on one or more resolutions.

(d) Unless a proxy notice indicates otherwise, it must be treated as:

(e) A member who is entitled to attend, speak or vote (either on a show of hands or on a poll) at a general meeting remains so entitled in respect of that meeting or any adjournment of it, even though a valid proxy notice has been delivered to the CIO by or on behalf of that member.

(f) An appointment under a proxy notice may be revoked by delivering to the CIO a notice in writing given by or on behalf of the member by whom or on whose behalf the proxy notice was given.

(g) A notice revoking a proxy appointment only takes effect if it is delivered before the start of the meeting or adjourned meeting to which it relates.

(h) If a proxy notice is not signed or authenticated by the member appointing the proxy, it must be accompanied by written evidence that the person who signed or authenticated it on that member's behalf had authority to do so.

11.8 Postal Voting

(a) The CIO may, if the charity trustees so decide, allow the members to vote by post, web platforms or email to elect charity trustees or to make a decision on any matter that is being decided at a general meeting of the members.

(b) If postal, web and/or email voting is to be allowed on a matter, the CIO must send to members of the CIO not less than 21 days before the deadline for receipt of votes cast in this way:

(c) The voting procedure must require all forms returned by post to be in an envelope with the member's name and signature, and nothing else, on the outside, inside another envelope addressed to "The Society of Visually Impaired Lawyers", at the CIO's principal office or such other postal address as is specified in the voting procedure.

(d) The voting procedure for votes cast by email must require the member's name to be at the top of the email, and the email must be authenticated in the manner specified in the voting procedure.

(e) The voting procedure must specify the closing date and time for receipt of votes, and must state that any votes received after the closing date or not complying with the voting procedure will be invalid and not be counted.

(f) A member who has cast a valid postal or email vote must not vote at the meeting, and must not be counted in the quorum for any part of the meeting on which he, she or it has already cast a valid vote. A member who has cast an invalid vote by post or email is allowed to vote at the meeting and counts towards the quorum.

11.9 Representation of organisations and corporate members

(a) An organisation or a corporate body that is a member of the CIO may, in accordance with its usual decision-making process, authorise a person to act as its representative at any general meeting of the CIO.

(b) The representative is entitled to exercise the same powers on behalf of the organisation or corporate body as the organisation or corporate body could exercise as an individual member of the CIO.

11.10 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.

12. Charity trustees

12.1 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:

12.2 Eligibility for trusteeship

(a) Every charity trustee must be a natural person.

(b) No individual may be appointed as a charity trustee of the CIO:

(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 charity trustees decide, his or her acceptance of the office of charity trustee.

12.3 Number of charity trustees

(a) There must be at least three charity trustees. 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.

12.4 First charity trustees

The charity trustees of the CIO as at the date of the adoption of this Constitution are:

13. Appointment of charity trustees

13.1 Apart from the first charity trustees, every trustee must be appointed by a resolution passed at a properly convened annual general meeting of the members of the CIO.

13.2 In selecting individuals for appointment as charity trustees, the members and charity trustees must have regard to the skills, knowledge and experience needed for the effective administration of the CIO.

13.3 Such charity trustees shall hold office until the end of the subsequent annual general meeting following their election and, subject to Clause 16 (Reappointment of charity trustees), shall be eligible for re-election.

13.4 Any vacancies not filled at the annual general meeting may be filled as provided in Sub-Clause 13.5 of this Clause;

13.5 The members or the charity trustees may at any time decide to appoint a new charity trustee, whether in place of a charity trustee who has retired or been removed in accordance with Clause 15 (Retirement and removal of charity trustees), or as an additional charity trustee.

13.6 The Chairman, Secretary and Treasurer for the time being (the office holder) shall automatically ("ex-officio") be a charity trustee, for as long as he or she holds that office. If unwilling to act as a charity trustee, the office holder may:

and the office of ex officio charity trustee will then remain vacant until the office holder ceases to hold office.

14. Information for new charity trustees

The charity trustees will make available to each new charity trustee, on or before his or her first appointment:

15. Retirement and removal of charity trustees

15.1 A charity trustee ceases to hold office if he or she:

15.2 A charity trustee shall be removed from office if a resolution to remove that trustee is proposed at a general meeting of the members called for that purpose and properly convened in accordance with Clause 11 (General meetings of members), and the resolution is passed by a 75 per cent majority of votes cast at the meeting.

15.3 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 be 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 members of the CIO.

16. Reappointment 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 consecutively for nine years may not be reappointed until they have taken a break from office of at least three years. For the avoidance of doubt, any period previously served by a Charity Trustee while a committee member of the former unincorporated association known as the Society of Visually Impaired Lawyers, i.e. prior to the date of incorporation of this CIO, shall not count towards either of the periods referred to in this Clause 16.

17. Taking of decisions by charity trustees

Any decision may be taken either:

18. Delegation by charity trustees

18.1 The charity trustees 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 charity trustees may at any time alter those terms and conditions, or revoke the delegation.

18.2 This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the charity trustees, but is subject to the following requirements:

19. Meetings and proceedings of charity trustees

19.1 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.

19.2 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.

19.3 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 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.

19.4 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.

20. Saving provisions

20.1 Subject to Sub-Clause 20.2 of this Clause, all decisions of the charity trustees, or of a committee of charity trustees, shall be valid notwithstanding the participation in any vote of a charity trustee:

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.

20.2 Sub-Clause 20.1 of this Clause does not permit a charity trustee to keep any benefit that may be conferred upon him or her by a resolution of the charity trustees or of a committee of charity trustees if, but for Sub-Clause 20.1, the resolution would have been void, or if the charity trustee has not complied with Clause 7 (Conflicts of interest).

21. Execution of documents

21.1 The CIO shall execute documents by signature.

21.2 A document is validly executed by signature if it is signed by at least two of the charity trustees.

22. Use of electronic communications

22.1 The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular:

22.2 Any member or charity trustee of the CIO may communicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO.

22.3 Any member or charity trustee of the CIO, by providing the CIO with his or her 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 his or her unwillingness to receive such communications in that form.

22.4 The charity trustees may, subject to compliance with any legal requirements, by means of publication on its website:

22.5 The charity trustees must:

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 charity trustees must keep minutes of all:

25. Accounting records, accounts, annual reports and returns, register maintenance

25.1 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 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.

25.2 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.

26. Rules

The charity trustees 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 byelaws 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:

29. Voluntary winding up or dissolution

29.1 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:

29.2 Subject to the payment of all the CIO's debts:

29.3 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:

29.4 If the CIO is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.

30. Interpretation

In this Constitution: