Constitution of a Charitable Incorporated Organisation with voting members other than its charity trustees
Date of constitution: 2017
The name of the Charitable Incorporated Organisation is:
The Intelligence Corps Association (“ICA”)
2. National location of principal office
The principal office of ICA is in England.
The objects of ICA are:
(1) The promotion of the well-being and efficiency of Her Majesty’s Army, and in particular the Intelligence Corps (the Corps), by such charitable means as the charity trustees deem fit including, but not limited to, fostering esprit de corps and maintaining contact between past and present members of the Corps.
(2) The education of the public in the role, history, traditions, customs and ethos of the Corps, including the provision of support to the Military Intelligence Museum.
(3) The relief of qualifying beneficiaries who are in need, by reason of youth, age, ill health, disability, financial hardship or other disadvantage.
(4) The commemoration and remembrance of those members, or former members, of the Armed Forces of the Crown, in particular of the Corps, who have lost their lives or suffered injury, or put themselves at risk of loss of life or injury, in service to the public.
(5) Any other charitable purpose as the charity trustees deem fit for the benefit of qualifying beneficiaries.
Nothing in this constitution shall authorise an application of the property of ICA 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]
ICA has the power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, ICA’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. ICA 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 ICA. In exercising this power, ICA 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 ICA. ICA 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 ICA 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 ICA must be applied solely towards the promotion of the objects.
(a) A charity trustee is entitled to be reimbursed from the property of the ICA or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of ICA.
(b) A charity trustee may benefit from trustee indemnity insurance cover purchased at ICA’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 ICA may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of ICA. This does not prevent a member who is not also a charity trustee receiving:
(a) a benefit from the ICA as a beneficiary of ICA;
(b) reasonable and proper remuneration for any goods or services supplied to ICA.
(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 ICA on terms preferential to those applicable to members of the public;
(b) sell goods, services, or any interest in land to ICA;
(c) be employed by, or receive any remuneration from, ICA;
(d) receive any other financial benefit from ICA;
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 the charity trustees’ or connected persons’ benefits
(a) A charity trustee or connected person may receive a benefit from ICA as a beneficiary of ICA 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, or of goods that are supplied in connection with the provision of services, to the ICA where that is permitted in accordance with, and subject to the conditions in, section 185 to 188 of the Charities Act 2011.
(c) Subject to sub-clause (3) of this clause a charity trustee or connected person provide ICA with goods that are not supplied in connection with services provided to ICA by the charity trustee or connected person.
(d) A charity trustee or connected person may receive interest on money lent to ICA 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 ICA. 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 ICA on the same terms as members of the public.
(3) Payment for supply of goods only – controls
ICA 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 ICA 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 ICA 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 ICA.
(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) ICA includes any company in which ICA:
(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 ICA or in any transaction or arrangement entered into by ICA 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 ICA 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 ICA if it is wound up
If ICA is wound up, the members of ICA have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
9. Membership of ICA
(1) The following categories of membership of ICA are available. There are in addition a small number of Life Members:
(a) Full Membership.
(i) All those officers and soldiers serving in the Corps both Regular and Reserve. Membership for Regulars and Reserves is conditional on contributing to the Charity through the Charity Payroll Giving Scheme.
(ii) All those retired officers and soldiers of the Corps, both Regular and Reserve. Membership is at retired members’ rates. Adequate proof of service may be required.
(b) Associate Membership. Associate Membership of the Association is available to all those serving and retired officers and servicemen/women of other Regiments, Corps and Services, who wish to remain associated with the Corps. Associate members will pay an annual subscription, may attend general meetings but do not have voting rights.
(c) Associate (Next of Kin) Membership. Associate (NOK) Membership is available to the next of kin of deceased Association members. Membership is at no cost, and while Associate (NOK) members may attend general meetings, they do not have voting rights.
(d) Honourary Membership. Honourary members may attend general meetings, but do not have voting rights. Honourary Membership of the Association is available at the discretion of the charity trustees to those persons holding temporary office with or associated with the Corps, whose membership of the Association is of mutual benefit if not full members:
(i) Honourary Colonels of Reserve MI Battalions.
(ii) Honourary Colonel Reserves if not already a member.
(iii) Colonel Commandant if not already a member.
(e) Honourary Life Membership. Honourary members may attend general meetings, but do not have voting rights unless already a Full Member. Honorary Life Membership of the Association is available at the discretion of the charity trustees to:
(i) Those persons holding prestigious appointments in civilian life and whose membership of the Association is of benefit to the Corps.
(ii) Individuals who have provide the Corps with exceptional service.
(iii) Those Corps persons who have held important and long-standing offices in the Corps.
(iv) Retired Colonels Commandant of the Corps.
(v) Masters of the Worshipful Company of Painter-Stainers
(2) Admission procedure
The charity trustees:
(a) may require applications for membership to be made in any reasonable way that they decide;
(b) may refuse an application for membership if they believe that it is in the best interests of the ICA for them to do so;
(c) shall, if they decide to refuse an application for membership, give the applicant their reasons for doing so, within [21 days] of the decision being taken, and give the applicant the opportunity to appeal against the refusal; and
(d) 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.
(3) Duty of members
It is the duty of each member of ICA to exercise his or her powers as a member of ICA in the way he or she decides in good faith would be most likely to further the purposes of ICA.
(4) Termination of membership
(a) Membership is terminated if:
(i) The member dies.
(ii) The member leaves the service and does not rejoin as a retired member.
(iii) The member is discharged from the armed forces on grounds of misconduct. In these circumstances a member may only rejoin as a retired member by resolution of the charity trustees.
(iv) The membership annual subscription is not paid in full within six months of its due date.
(v) The member is removed from membership by a resolution of the charity trustees that it is in the best interests of the Charity that his or her membership is terminated. A resolution to remove a member from membership may only be passed if:
- The member has been given at least twenty-one days’ notice in writing of the meeting of the charity trsutees at which the resolution will be proposed and the reasons why it is proposed;
- The member or, at the option of the member, the member’s representative (who need not be a member of the Association) has been allowed to make representations to the meeting.
(b) Before the charity trustees take any decision to remove someone from membership of ICA they must:
(i) inform the member of the reasons why it is proposed to remove him, her or it from membership;
(ii) give the member at least 21 clear days notice in which to make representations to the charity trustees as to why he, she or it should not be removed from membership;
(iii) at a duly constituted meeting of the charity trustees, consider whether or not the member should be removed from membership;
(iv) consider at that meeting any representations which the member makes as to why the member should not be removed; and
(v) allow the member, or the member’s representative, to make those representations in person at that meeting, if the member so chooses.
(5) Membership fees
ICA may require members to pay reasonable membership fees to ICA.
10. 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 members of ICA 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 members of the ICA 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 or email ballot, and proxy votes).
(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 the members eligible to vote; and
(ii) a simple majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature (or in the case of an organisation which is a member, by execution according to its usual procedure), by a statement of their identity accompanying the document, or in such other manner as ICA has specified.
(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 ICA on the date when the proposal is first circulated in accordance with paragraph (a) above.
(d) Not less than 10% of the members of ICA 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:
(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 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 members.
(4) Decisions that must be taken in a particular way
(a) Any decision to remove a charity 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 ICA 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 ICA to one or more Charitable Incorporated Organisations must be taken in accordance with the provisions of the Charities Act 2011.
11. General meetings of members
(1) Types of general meeting
(a) There must be an annual general meeting (AGM) of the members of ICA. The first AGM must be held within 18 months of the registration of ICA, 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 .
(b) Other general meetings of the members of ICA may be held at any time.
(c) 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 members of ICA 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 members at any time.
(b) The charity trustees must, within 21 days, call a general meeting of the members of ICA if:
(i) they receive a request to do so from at least 10% of the members of ICA; and
(ii) the request states the general nature of the business to be dealt with at the meeting, and is authenticated by the member(s) making the request.
(c) If, at the time of any such request, there has not been any general meeting of the members of ICA 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 members of the ICA 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) ICA 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 ICA shall be entitled to be indemnified 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 members of ICA, must give at least 14 clear days notice of any general meeting to all of the members, and to any charity trustee of the ICA who is not a member.
(b) If it is agreed by not less than 90% of all members of ICA, 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;
(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 ICA 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 ICA 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 a member who was entitled to receive notice of the meeting did not receive it because of accidental omission by ICA.
(4) Chairing of general meetings
The person nominated as chair by the charity trustees under clause (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 members of the ICA 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 ICA unless a quorum is present when the meeting starts.
(b) Subject to the following provisions, the quorum for general meetings shall be twenty five members.
(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 ICA’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.
(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.
(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) Proxy voting
(a) Any member of the ICA 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 ICA. A member appointed as a proxy shall be entitled to vote in his/her personal capacity as well as for the person appointing as proxy. Proxies must be appointed by a notice in writing (a “proxy notice”) which:
(i) states the name and address of the member appointing the proxy;
(ii) identifies the person appointed to be that member’s proxy and the general meeting in relation to which that person is appointed;
(iii) is signed by or on behalf of the member appointing the proxy, or is authenticated in such manner as the ICA may determine; and
(iv) is delivered to the ICA in accordance with the constitution and any instructions contained in the notice of the general meeting to which they relate.
(b) ICA 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:
(i) allowing the person appointed under it as a proxy discretion as to how to vote on any ancillary or procedural resolutions put to the meeting; and
(ii) appointing that person as a proxy in relation to any adjournment of the general meeting to which it relates as well as the meeting itself.
(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 ICA by or on behalf of that member.
(f) An appointment under a proxy notice may be revoked by delivering to ICA 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.
(8) Postal Voting
(a) ICA may, if the charity trustees so decide, allow the members to vote by post or electronic mail (“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) The charity trustees must appoint at least two persons independent of ICA to serve as scrutineers to supervise the conduct of the postal/email ballot and the counting of votes
(c) If postal and/or email voting is to be allowed on a matter, ICAmust send to members of ICA not less than 21 days before the deadline for receipt of votes cast in this way:
(i) a notice by email, if the member has agreed to receive notices in this way under clause  (Use of electronic communications), including an explanation of the purpose of the vote and the voting procedure to be followed by the member, and a voting form capable of being returned by email or post to ICA, containing details of the resolution being put to a vote, or of the candidates for election, as applicable;
(ii) a notice by post to all other members, including a written explanation of the purpose of the postal vote and the voting procedure to be followed by the member; and a postal voting form containing details of the resolution being put to a vote, or of the candidates for election, as applicable.
(d) 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 Scrutineers for ICA’, at ICA’s principal office or such other postal address as is specified in the voting procedure.
(e) 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.
(f) Email votes must be returned to an email address used only for this purpose and must be accessed only by a scrutineer.
(g) 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.
(h) The scrutineers must make a list of names of members casting valid votes, and a separate list of members casting votes which were invalid. These lists must be provided to a charity trustee or other person overseeing admission to, and voting at, the general meeting. 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.
(i) For postal votes, the scrutineers must retain the internal envelopes (with the member’s name and signature). For email votes, the scrutineers must cut off and retain any part of the email that includes the member’s name. In each case, a scrutineer must record on this evidence of the member’s name that the vote has been counted, or if the vote has been declared invalid, the reason for such declaration.
(j) Votes cast by post or email must be counted by all the scrutineers before the meeting at which the vote is to be taken. The scrutineers must provide to the person chairing the meeting written confirmation of the number of valid votes received by post and email and the number of votes received which were invalid.
(k) The scrutineers must not disclose the result of the postal/email ballot until after votes taken by hand or by poll at the meeting, or by poll after the meeting, have been counted. Only at this point shall the scrutineers declare the result of the valid votes received, and these votes shall be included in the declaration of the result of the vote.
(l) Following the final declaration of the result of the vote, the scrutineers must provide to a charity trustee or other authorised person bundles containing the evidence of members submitting valid postal votes; evidence of members submitting valid email votes; evidence of invalid votes; the valid votes; and the invalid votes.
(m) Any dispute about the conduct of a postal or email ballot must be referred initially to a panel set up by the charity trustees, to consist of two trustees and two persons independent of ICA. If the dispute cannot be satisfactorily resolved by the panel, it must be referred to the Electoral Reform Services.
(9) 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
(1) Functions and duties of charity trustees
The charity trustees shall manage the affairs of ICA and may for that purpose exercise all the powers of ICA. It is the duty of each charity trustee:
(a) to exercise his or her powers and to perform his or her functions as a trustee of ICA in the way he or she decides in good faith would be most likely to further the purposes of ICA; and
(b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular:
(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 ICA 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 he or she is under the age of 16 years; or
(ii) if he or she would automatically cease to hold office under the provisions of clause 15(1)(f).
(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.
(3) Number of charity trustees
(a) There should be:
- Not less than three nor more than eight co-opted trustees,
- eight ex-officio trustees; and
- not less than one nor more than two nominated trustees.
(b) There must be at least eight 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.
(c) The maximum number of charity trustees that can be appointed is as provided in sub-clause (a) of this clause. No trustee appointment may be made in excess of these provisions.
(4) First charity trustees
The first charity trustees of ICA are:
Ex-Officio charity trustees:
- Deputy Colonel Commandant
- Corps Colonel
- Corps Chief of Staff
- Corps Adjutant
- Corps Command Sergeant Major
- Deputy Corps Colonel
- Corps Secretary
- Chair Intelligence Corps Association Resettlement and Employment Cell
Nominated charity trustee, one each of:
- Military Intelligence Battalion Regimental Sergeant Major
- Military Intelligence Battalion Major
Co-opted charity trustee (Elected)
- One of the Regional Secretaries
- One of the Regional Secretaries
- A Veteran
- A Veteran
- A Skills Based individual
- A Skills Based individual
- A Skills Based individual
- A Skills Based individual
(5) Nominated Charity Trustees
(a) The Intelligence Corps Colonel shall appoint two charity trustees. A Major and a Regimental Sergeant Major from a Military Intelligence Battalion.
(b) The appointment will be effective from the later of:
(i) the date of the vacancy; or assuming appointment within a Military Intelligence Battalion.
(ii) the date on which ICA is informed of the appointment.
(c) Each appointment will be for two years or until the Nominated Trustees relinquishes their post in the MI Bn.
13. Relationship with the Corps Council
(a) The Corps Council has the right to provide advice and make representations to ICA Charity Trustees, in respect of the Association’s strategy and policies. In turn, the charity trustees shall take account of any such advice or representations but shall not be bound to follow such advice or representations.
(b) The relationship is underpinned through quarterly review meetings involving the Intelligence Corps Colonel Commandant, the Intelligence Corps Colonel and the Intelligence Corps Deputy Colonel Commandant. Further, and in maintaining the need to ensure close cooperation between HQ Intelligence Corps and the Intelligence Corps Association, the Intelligence Corps Deputy Colonel Commandant and the Intelligence Corps Colonel meet regularly and review areas of joint interest. Significant items of interest are brought to the attention of the charity trustees.
14. Information for new charity trustees
(1) The charity trustees will make available to each new charity trustee, on or before his or her first appointment:
(a) a copy of this constitution and any amendments made to it; and
(b) a copy of ICA’S latest trustees’ annual report and statement of accounts; and
(c) a form to be signed to confirm his/her acceptance of his/her appointment.
15. Retirement and removal of charity trustees
(1) A charity trustee ceases to hold office if he or she:
(a) retires by notifying ICA 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;
(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 removed by the members of ICA 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) Is an ex-officio charity trustee and ceases to hold the relevant office listed in clause 14(4)(a).
(2) A charity trustee shall be removed from office if a resolution to remove that charity trustee is proposed at a general meeting of the 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 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 ICA.
16. Reappointment of co-opted charity trustees
Any person who retires as a charity trustee giving notice to ICA is eligible for reappointment.
17. Taking of decisions by charity trustees
Any decision may be taken either:
(a) at a meeting of the charity trustees; or
(b) 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
(i) 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
(ii) 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 ICA at its principal office or such other place as the trustees may resolve within 28 days of the circulation date.
18. 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 must 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.
19. 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 Deputy Colonel Commandant shall act as the chair. Should the Deputy Colonel Commandant not wish to, or be unable to act as chair, 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 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.
(5) Use of electronic communications
Any member or charity trustee of ICA may communicate electronically with ICA to an address specified by ICA for the purpose, so long as the communication is authenticated in a manner which is satisfactory to ICA.
(a) Any member or charity trustee of ICA, by providing ICA with his or her email address or similar, is taken to have agreed to receive communications from ICA in electronic at that address, unless the member has indicated to ICA his or her unwillingness to receive such communication in that form.
(b) The charity trustees may, subject to compliance with 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 meeting).
(iii) submit any proposal to the members or charity trustees for decision by written resolution or postal vote in accordance with ICA’s powers under clause 10 (Member’s decisions), 10(3) (Decisions taken by resolution in writing), or clause xxxx (the provsiond for postal voting).
(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 members or charity trustee who has not consented to receive communications in electronic form.
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:
(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;
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 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) ICA 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 ICA 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.
22. Use of electronic communications
ICA will comply with the requirements of the Communications Provisions in the General Regulations and in particular:
(a) the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form;
(b) any requirements to provide information to the Commission in a particular form or manner.
23. Keeping of Registers
ICA 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.
The charity trustees must keep minutes of all:
(1) appointments of officers made by the charity trustees;
(2) proceedings at general meetings of ICA;
(3) meetings of the charity trustees and committees of charity trustees including:
(a) the names of the trustees present at the meeting;
(b) the decisions made at the meetings; and
(c) 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 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 ICA, 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 ICA entered on the Central Register of Charities.
The charity trustees may from time to time make such reasonable and proper rules or bye laws as they may deem necessary or expedient for the proper conduct and management of ICA, but such rules or byelaws must not be inconsistent with any provision of this constitution. The Constitution rules and byelaws shall be distributed free to subscribing members upon joining. Any amendments to the Constitution rules and byelaws shall be advised to members.
If a dispute arises between members of ICA 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 clauses 224-227 of the Charities Act 2011:
(1) This constitution can only be amended:
(a) by resolution agreed in writing by all members of ICA; or
(b) by a resolution passed by a 75% majority of votes cast at a general meeting of the members of ICA.
(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 ICA 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 ICA’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.
29. Voluntary winding up or dissolution
(1) As provided by the Dissolution Regulations, ICA may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve ICA can only be made:
(a) at a general meeting of the members of ICA called in accordance with clause 11 (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 ICA.
(2) Subject to the payment of all ICA’s debts:
(a) Any resolution for the winding up of ICA, or for the dissolution of ICA without winding up, may contain a provision directing how any remaining assets of ICA shall be applied.
(b) If the resolution does not contain such a provision, the charity trustees must decide how any remaining assets of ICA shall be applied.
(c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of ICA.
(3) ICA must observe the requirements of the Dissolution Regulations in applying to the Commission for the ICA 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 ICA;
(ii) a declaration by the charity trustees that any debts and other liabilities of ICA 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 ICA 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 ICA, and to any charity trustee of ICA who was not privy to the application.
(4) If ICA is to be wound up or dissolved in any other circumstances, the provisions of the Dissolution Regulations must be followed.
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 10, Chapter 4] of the General Regulations.
“charity trustee” means a charity trustee of ICA.
A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.
The “Corps Council” means the Corps Council of the Intelligence Corps as defined in Intelligence Corps Policy Documents as amended from time to time.