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A. Make changes to a governing document

Make changes to a governing document

Do you want to make changes to more than one section of the governing document?

You may need to consider a number of different processes to make changes to more than one part of your governing document, for example, making payments to charity trustees or obtaining the approval of the Commission to make changes to the charity’s purposes. Please continue through the smart form, you will able to return to the start if you need to complete another process

What is the organisational structure of your charity?

Please Contact the Commission directly.

Does the governing document contain the power or an amendment clause which will allow you to make this change?
What change would you like to make? administrative provisions : For example make changes to the minimum/maximum number of charity trustees, change the quorum for meetings, change frequency of meetings or changes to procedures
Can you answer “yes” to all of the following statements: (i) the gross income of the charity in its last financial year did not exceed £10,000 (ii) the charity does not hold designated land or if it does hold designated land, the market value of that land does not exceed £90,000. (iii) the charity is not a company or other corporate body. Designated land means land held on trusts which stipulate that it is to be used for the purposes, or any particular purposes, of the charity.

You may be able to make use of the power contained in section 126 of the Charities Act (NI) 2008. You will find further information in our powers for unincorporated charities guidance

In order to make this change you will need the Commission to establish a scheme. Further information on this process can be found in our requesting a scheme guidance and you can apply using our requesting a scheme application form

What is the nature of the payment that you wish to make? Payment for services - By a person (a) who is a charity trustee or trustee for the charity (b) who is connected with a charity trustee or trustee for the charity and the remuneration might result in that trustee obtaining any benefit.
Does your governing document contain an express prohibition against the payment of charity trustees for services only? An express prohibition refers to wording in a charity's governing document that clearly forbids a particular course of action.
If a charity’s governing document expressly prohibits charity trustee payments, this prohibition must first be removed before powers under section 88 of the Charities Act (NI) 2008 can be used or payments to charity trustees for services can be considered. Therefore please do not continue with this application until the prohibition has been removed. L. Apply for a scheme 
Section 88 of the Charities Act (NI) 2008 specifically permits charity trustees, and persons connected to them, to be paid for services that they provide to a charity over and above the normal duties of a charity trustee. There are, however, certain conditions that must be met.

Where the charity is unincorporated, in order to remove a prohibition of this kind, they must apply for an administrative scheme under section 31 of The Charities Act (NI) 2008 from the Commission, and should go to Section L of this form (Section L - Apply for a Scheme)

The Charity should consult the Commission’s guidance on making payments to charity trustees before following the procedure laid down in Section 88 of the Charities Act (NI) 2008 in relation to making payments to charity trustees. Charity trustees should be aware that when they make decisions from which they themselves could personally benefit, a conflict of interest could arise and should be managed using the charity’s own conflict of interest policy. If it is not possible to manage the conflict of interest, for example introducing a power to pay charity trustees from which it is possible that all charity trustees may personally benefit, then the charity should apply to the Commission to authorise the transaction, using the following link: authorising transactions application form

Does your governing document contain a prohibition against payment to charity trustees?
If a charity’s governing document expressly prohibits payments to charity trustees, this prohibition must first be removed before payments to charity trustees can be considered. Therefore please do not continue with this specific application until the prohibition has been removed.
Where the charity is unincorporated, in order to remove a prohibition of this kind, they must apply for an administrative scheme under section 31 of The Charities Act (NI) 2008 from the Commission, and should go to Section L of this form (Section L - Apply for a Scheme)
If the charity’s trustees have the power to make the payment they should follow the procedure laid down in their governing document in relation to making payments to charity trustees. If the charity trustees do not have such a power to make the payment they must apply for an administrative scheme under section 31 of The Charities Act (NI) 2008 from the Commission.
If the charity’s governing document contains an express power to make the payment, they should follow the procedure laid down in their governing document in relation to making payments to charity trustees (see Help button). If the governing document does not contain such an express power, the charity trustees must apply for an administrative scheme under section 31 of The Charities Act (NI) 2008 from the Commission

L. Apply for a scheme
To determine whether you can use the powers contained in s127 of the Charities Act (NI) 2008 please answer the following questions:
You will find further information in our powers for unincorporated charities guidance
Do the charity trustees wish to modify any of the provisions contained within the Governing Document either: (a) relating to any of the powers exercisable by the charity trustees in the administration of the charity, or (b) regulating the procedure to be followed in any respect in connection with its administration.
You can use the powers contained within section 127 of The Charities Act (NI) 2008 to pass the necessary resolution to effect the changes.
If your charity has a body of members distinct from the charity trustees, please note that any resolution of the charity trustees must be approved by a further resolution which is passed at a general meeting of the body either by a majority of not less than two thirds of the members entitled to attend and vote at the meeting, who vote on the resolution or by a decision taken without a vote and without any expression of dissent in response to the question put to the meeting.
Once the changes have been made please forward a copy of your amended governing document by accessing the relevant form contained in Section K.
Do the charity trustees wish to introduce new provisions which regulate the exercise of administrative powers which, while not referred to in its governing document are provided for by statute or in the general law?
You can use the powers contained within section 127 of The Charities Act (NI) 2008 to pass the necessary resolution to effect the changes. Once the changes have been made please forward a copy of your amended governing document by accessing the relevant form contained in Section K.
If your charity has a body of members distinct from the charity trustees, please note that any resolution of the charity trustees must be approved by a further resolution which is passed at a general meeting of the body either by a majority of not less than two thirds of the members entitled to attend and vote at the meeting, who vote on the resolution or by a decision taken without a vote and without any expression of dissent in response to the question put to the meeting.

To make this change you will need the Commission to establish a scheme. Further information on this process can be found in our requesting a scheme guidance which you can access together with the application form by accessing the following link Requesting a scheme guidance and application form

Does the charity intend to make a regulated alteration to its governing document? The Charities Act (NI) 2008 sets out where a charitable company wishes to make a regulated alteration, such a change is ineffective without the prior written consent of the Commission. Regulated alterations are defined at s96(3) of the Charities Act as being: (a) an amendment of the company's articles of association adding, removing or altering a statement of the company's objects (b) any alteration of any provision of its articles of association directing the application of property of the company on its dissolution, and (c) any alteration of any provision of its articles of association where the alteration would provide authorisation for any benefit to be obtained by directors or members of the company or persons connected with them. For charitable companies, removing an express prohibition may be a regulated alteration within the meaning of section 96 of the Act, when by virtue of its removal it provides a benefit to trustees. Giving benefits to trustees that go beyond what charity trustees are entitled to for provision of services under Section 88 of the Act, will be a regulated alteration requiring consent under section 96 of the Act. Section.96(4)(a) defines benefit as “a direct or indirect benefit of any nature” In such cases, or where there are not enough un-conflicted members to pass the resolution, the charitable company will require the Commission’s prior written consent to make such change. This is a regulated alteration and the trustees will need to apply to the Commission for consent under section 96 of the Act. (see link to our guidance below) https://www.charitycommissionni.org.uk/manage-your-charity/consents-for-charitable-companies/

Please complete J. Schemes

What changes do you wish to make? Change administrative provisions - for example make changes to the minimum/maximum no of charity trustees, change the quorum for meetings, change frequency of meetings or changes to procedure, in accordance with the procedure laid down in the Companies Act 2006.

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