OG1 D3 - DRAFT S.26 ORDER (SPECIFIED PROVISIONS ONLY)

In this section...

OPERATIONAL GUIDANCE

ORDERS AND SCHEMES

DRAFT S.26 ORDER (SPECIFIED PROVISIONS ONLY)

OG 1 D3 – 19 February 2004

Purpose

This draft Order is suitable for use when the trustees wish to make an amendment[s] to specific provisions in the governing document of their charity.

Functional responsibility

For action

Regulatory Framework

For information

All operational divisions

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Section 4 of OG 1 A1 and section 4.2 of OG 1 B1 explain that when a charity requests us to introduce a change by Order or Scheme, the Order or Scheme we make should always include a power of amendment unless the trustees do not want this power included. If the trustees agree to make the requested amendment themselves, then use D1. If the trustees want us to authorise specific amendments but agree to receive a power of amendment for future use by them then use D2. Only if the trustees wish to confine the changes to specific matters raised with us – and do not want a power of amendment for future use – should you use this form of Order which is confined to specific changes only.

	ORDER OF
	THE CHARITY COMMISSIONERS FOR ENGLAND AND WALES
	Made under s26 of the Charities Act 1993 to authorise the amendment of the administrative provisions of the governing document


	Dated


	for the charity known as

	ORDER
	1.	In this Order:
		"the governing document" means [ ].
		"the trustees" means [the trustees] [the members of the committee of management] of the charity.
	2.	Being satisfied that it is expedient in the interests of the charity that the trustees should be empowered to do so, the Commissioners authorise the trustees within 6 months of the date of this Order to make the amendment[s] or addition[s] to the provisions of the governing document set out in the Schedule to this Order.
	3.	The Commissioners direct that the trustees must pass a resolution within 6 months from the date of this Order to make the specific amendment(s) or addition(s) to the governing document set out in the Schedule to this Order. The trustees should follow their normal arrangements for decision making.
	4.	The Commissioners direct that the trustees must keep with the governing document, the original of the documentation under which the trustees make any of the amendments or additions to the provisions of the governing document which are set out in the Schedule to this Order.
	5.	The Commissioners direct that the trustees must promptly send them a certified copy of the documentation when the amendment(s) or addition(s) have been made in pursuance of the authority contained in clause 2 of this Order.
		NB: If the charity has a membership structure the exercise by the trustees of the specific amendment[s] set out in Schedule to this Order may well be subject to a requirement in the constitution that the change is adopted or approved by a meeting of members. If there is no provision in the constitution for the involvement of members you should consider whether this is desirable – if the members are involved you may wish to consider whether to require a different majority before we will accept that the constitutional change has been validly made. The words "for example" in (b) and (c) should be removed once you have agreed the numbers required for a quorum and for voting.
		The following clauses may be used:
		The Commissioners hereby direct that a decision to exercise the specific amendment[s] set out in the Schedule to this Order shall only be validly made if:
	(a)	the decision to exercise the power is approved at a meeting of the members of the charity of which at least 21 clear days’ written notice has been given to the members, the notice stating the business to be considered;
	(b)	there shall be a quorum when at least (for example) one tenth of the members of the charity for the time being or ten members of the charity, whichever is the greater, are present at any such meeting;
	(c)	such amendments are approved by (for example) a two-thirds majority of the members present and voting at the meeting.

	SCHEDULE
	Amendment to the governing document
	Examples
	[Clause 3 replaced by the following clause:]
	[The words "#" wherever they appear replaced by the words "#".]
	Clause 3 deleted.]
	[The following power inserted immediately after power 3(2):]
	[The following clause inserted immediately after clause 10:]

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