Our Constitution

Nature of Learning Foundation constitution
‘Foundation’ model constitution
Date of constitution (last amended): 12th January 2023
1. Name
The name of the Charitable Incorporated Organisation (“the CIO”) is The Nature of Learning Foundation
2. National location of principal office
The CIO must have a principal office in England or Wales.
3. Objects
The object of the CIO are
The advancement of education for the public benefit by making grants to enable children, young
people and adults who may otherwise be excluded by socio economic factors or disability to
access the educational opportunities and experiences in the natural world offered by recognised
Forest School Association forest school providers.
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 object[s] 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. 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) 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.
5. 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 him or her 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.
(3) Nothing in this clause shall prevent a charity trustee or connected person receiving any
benefit or payment which is authorised by Clause 6.
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 sub-clause (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.
(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 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) of this clause a charity trustee
or connected person may provide the CIO with goods that are not supplied in
connection with services provided to the CIO by the charity trustee or connected
person.
(d) 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).
(e) 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.
(f) 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.
(3) Payment for supply of goods only - controls
The CIO and its charity trustees 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 the
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 charity trustees 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 charity trustees 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 charity trustees is present at the meeting.
(f) The reason for their decision is recorded by the charity trustees in the minute book.
(g) A majority of the charity trustees 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 [30] (Interpretation);
7. Conflicts of interest and conflicts of loyalty
A charity trustee 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 charity
trustees 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 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. 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 his or her powers and to perform his or her
functions in his or her capacity as a trustee 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
(a) Every charity trustee must be a natural person.
(b) No individual may be appointed as a charity trustee of the CIO:
• if he or she is under the age of 16 years; or
• 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 charity trustees decide, his or her 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 trustees may only act to call a meeting of the
charity trustees, or appoint a new charity trustee.]
(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) The maximum number of charity trustees is 12. The charity trustees may not
appoint any charity trustee if as a result the number of charity trustees would
exceed the maximum.
(4) First charity trustees
The first charity trustees are as follows, and are appointed for the following terms -
Sarah Allington for 4 years
Becca Colins for 4 years
Michelle Eltis for 4 years
Margaret Shaw for 3 years
Fran Ouroussoff for 3 years
Paul Allington for 3 years
Dan Paul for 2 years
10. Appointment of charity trustees
(1) Apart from the first charity trustees, every trustee must be
Appointed for a term of three years by a resolution passed at a properly
convened meeting of the charity trustees.
(2) In selecting individuals for appointment as charity trustees, the
charity trustees must have regard to the skills, knowledge and experience needed for
the effective administration of the CIO.
11. Information for new charity trustees
The charity trustees will make available to each new charity trustee, 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.
12. Retirement and removal of charity trustees
(1) A charity trustee ceases to hold office if he or she:
(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 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 is eligible for
reappointment.
13. Taking of decisions by charity trustees
Any decision may be taken either:
• at a meeting of the charity trustees; or
• 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
• 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.
14. Delegation by charity trustees
(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.
(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:
(a) a committee may consist of two or more persons, but
at least one member of each committee must be a charity trustee;
(b) the acts and proceedings of any committee must be brought to the attention of the
charity trustees as a whole
as soon as is reasonably practicable; and
(c) the charity trustees shall from time to time review the
arrangements which they have made for the delegation of their powers.
15. Meetings 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 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 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.
16. 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. Informal or associate (non-voting) membership
(1) 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.
(2) 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.
18. 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 charity trustees).
(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) of this clause 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 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 has
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.
19. General meetings of members
(1) Calling of general meetings of members
The charity trustees 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 clause 15 (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.
20. 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 notwithstanding the participation in any vote of a charity
trustee:
• 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 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 him or her by a resolution of the charity
trustees or of a committee of charity trustees if, but for sub-clause (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
(1) The CIO shall execute documents by signature
(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
(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
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 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:
• the names of the trustees present at the meeting;
• the decisions made at the meetings; and
• where appropriate the reasons for the decisions;
(4) decisions made by the charity trustees otherwise than
in meetings.
25. 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
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 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 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 19 (General meetings
of members).
(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 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 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.
30. 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 (a) 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
(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.
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.