Since 23 January 2023 the Friends of Regent’s Park and Primrose Hill became a Charitable Incorporated Organisation (CIO).
Learn more about our objectives, rules and obligations by reading our Constitution, below.
Charitable Incorporated Organisation with voting members as well as its charity trustees
Charity number 1201666
Date of constitution: 23rd January 2023
1. Name
The name of the Charitable Incorporated Organisation (“the CIO”), hereinafter also referred to as “the Charity“, is
Friends of Regent’s Park & Primrose Hill
hereinafter referred to as “the Friends”.
2. National location of principal office
The registered office of the Charity is in England.
3. Objects
The objects of the Charity (“the Objects”) are:
- To promote and encourage the conservation, preservation and improvement of Regent’s Park and Primrose Hill (“the Park”) to ensure that the Park remains and is enhanced as an area of natural beauty, a woodland habitat for wildlife and an attractive man-made parkland; and
- To provide or assist in the provision of facilities in the interests of social welfare for recreation or other leisure time occupation of individuals who have need of such facilities by reason of their youth, age, infirmity or disability, financial hardship or social circumstances with the object of improving their conditions of life.
4. Powers
The Charity has powers to do anything which is calculated to further the Objects or is conducive to doing so and, in particular, has powers to:
4.1 borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The Charity must comply as appropriate with sections 124 and 125 of the Charities Act 2011 if it wishes to mortgage land;
4.2 buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use;
4.3 sell, lease or otherwise dispose of all or any part of the property belonging to the Charity. In exercising this power the Charity must comply as appropriate with sections 117 and 119-123 of the Charities Act 2011;
4.4 employ and remunerate such staff as are necessary for carrying out the work of the Charity. The Charity may employ or remunerate a charity trustee only to the extent that it is permitted to do so by clause 6 (Benefits to charity trustees and connected persons) and provided it complies with the conditions of that clause;
4.5 deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the Charity 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
5.1 The income and property of the Charity must be applied solely towards the promotion of the Objects. In particular
5.1.1 A charity trustee is entitled to be reimbursed from the property of the Charity or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the Charity.
5.1.2 A charity trustee may benefit from trustee indemnity insurance cover purchased at the Charity’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011.
5.2 None of the income or property of the Charity may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the Charity. This does not prevent a member who is not also a charity trustee receiving:
5.2.1 a benefit from the Charity as a beneficiary of the Charity;
5.2.2 reasonable and proper remuneration for any goods or services supplied to the Charity.
5.3 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 to charity trustees and connected persons
6.1 No charity trustee or connected person may
6.1.1 buy or receive any goods or services from the Charity on terms preferential to those applicable to members of the public;
6.1.2 sell goods, services, or any interest in land to the Charity;
6.1.3 be employed by, or receive any remuneration from, the Charity;
6.1.4 receive any other financial benefit from the Charity.
6.2 A charity trustee or connected person may take part in the normal trading and fundraising activities of the Charity on the same terms as members of the public and may enter into a contract with the Charity to supply goods or services in return for a payment or other material benefit, but only if:
6.2.1 a majority of the trustees do not benefit in this way;
6.2.2 the goods or services are required by the Charity;
6.2.3 the other trustees are satisfied that such a contract is in the Charity’s interests and the reason for their decision is properly recorded;
6.2.4 the nature and level of the remuneration is reasonable in relation to the value of the goods or services;
6.2.5 no more than one half of the charity trustees are subject to such a contract in any financial year.
7. Conflicts of interest
7.1 A charity trustee must declare the nature and extent of any interest, direct or indirect, that he or she has in a proposed transaction or arrangement with the Charity or in any transaction or arrangement entered into by the Charity which has not previously been declared.
7.2 A charity trustee must absent himself or herself from any discussions of the 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 Charity and any personal interest (including but not limited to any financial interest).
7.3 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 in case CIO is wound up
If the CIO is wound up, the members of the Charity have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities.
9. Membership
9.1 Membership of the Charity is open to any individual over the age of 18 who is interested in furthering its purposes, and who, by applying for membership, has indicated his or her agreement to become a member.
9.2 Membership will apply to all members of the family living at the same address as the applicant.
9.3 The charity trustees may require applications for membership to be made in any reasonable way that they decide and shall, if they approve the application, notify the applicant of their decision within 21 days.
9.4 The charity trustees may refuse an application for membership if they believe that it is in the best interests of the Charity to do so, giving the applicant their reasons for doing so, within 21 days of the decision being taken and the opportunity to appeal against the refusal.
9.5 Membership of the Charity is not transferable.
9.6 It is the duty of each member of the Charity to exercise his or her powers as a member of the Charity in the way he or she decides in good faith would be most likely to further the purposes of the Charity.
9.7 Membership of the Charity comes to an end if the member:
9.7.1 dies;
9.7.2 sends a notice of resignation to the charity trustees;
9.7.3 is three months in arrears in paying the relevant subscription; in such a case the member may be reinstated on payment of the amount due; or
9.7.4 is removed from membership by resolution of the Trustees on the ground that, in their reasonable opinion, the member’s continued membership is harmful to the Charity (but only after notifying the member in writing and considering the matter at a meeting of Trustees in the light of any written representations which the member concerned puts forward within 21 days after receiving notice).
9.8 The charity trustees may at their discretion set the amounts of any subscriptions or waive the subscription for any member or category of members.
9.9 The Trustees may establish different classes of membership.
9.10 The Charity must maintain a register of members.
10. General meetings of members
10.1 The Charity must hold its first annual general meeting (AGM) of the members within 12 months of its registration, and subsequent AGMs must be held at intervals of not more than 15 months. The AGM shall be held at such times and places as the charity trustees shall decide.
10.2 All members are entitled to attend general meetings either personally or remotely (if such facilities can be provided by the Charity).
10.3 At an AGM the members shall
10.3.1 receive the accounts of the Charity for the previous financial year;
10.3.2 receive the trustees’ report on the Charity’s activities since the previous AGM;
10.3.3 accept the retirement of charity trustees who wish to retire or are retiring by rotation (Article 11) and elect charity trustees to fill the vacancies arising;
10.3.4 discuss and determine any issues of policy or deal with other business put before them.
10.4 Resolutions for consideration at the AGM shall be submitted by members to the Secretary in writing.
10.5 The notice given by the charity trustees to all the members must specify the date, time and place of the meeting, the general nature of the business to be discussed and transacted and the text of any resolutions which have been submitted according to the Rules of the Charity (Clause 16). If the meeting is to be an AGM, the notice must say so.
10.6 With every notice convening an AGM, the Treasurer shall send a copy of the accounts for the last completed financial year together with a report prepared by the charity trustees, of the work of the Charity since the previous AGM, and details of persons standing for election or re-election as trustee.
10.7 The charity trustees may call any other general meeting of the members at any time. The minimum period of notice required to hold a general meeting of the Charity is 21 days’ written notice. A general meeting may be called at any time by the trustees and must be called within thirty days of a written request to the Secretary from at least 25 members setting out the text of any resolution proposed.
10.8 The proceedings at a meeting shall not be invalidated because a person entitled to receive notice of the meeting did not receive it because of an accidental omission by the Charity.
10.9 No business shall be transacted at any general meeting unless a quorum of 25 members is present.
10.10 A resolution put to the vote of a meeting shall be decided on a show of hands, every issue being decided by a majority of the votes cast.
10.11 Except for the chair of the meeting, who has a second or casting vote, every member present in person or remotely has one vote on each issue.
11. Charity trustees
11.1 The charity trustees shall manage the affairs of the Charity and may exercise all the powers of the Charity. Charity trustees will be selected to reflect the wider community as well as a range of expertise, as set out in the Rules. It is the duty of each trustee to exercise his or her functions to further the Objects of the Charity by applying their particular knowledge and experience.
11.2 There must be at least three charity trustees and not more than fifteen, including any patron(s), all of whom must be members.
11.3 The first trustees of the Charity are
Mark Elliott, 34 York Terrace East, London NW1 4PT
Michael Baker-Munton, 74 Belsize Road, London NW6 4TG
Peter Darley, 21 Oppidans Road, London NW3 3AG
11.4 At the first AGM, all the first charity trustees shall retire from office, and at every subsequent AGM one third of the trustees (or the number nearest one third) shall retire, those longest in office retiring first and the choice between any of equal service being made by drawing lots. If there is only one charity trustee who is subject to retirement by rotation, he or she shall retire.
11.5 If, at the meeting at which a charity trustee retires by rotation, the Charity does not fill the vacancy, the retiring trustee shall, if willing to act, be deemed to have been reappointed unless it is resolved not to fill the vacancy or a resolution for the reappointment of the trustee is voted down at the meeting.
11.6 One or more Patrons may be appointed by a majority vote of members at an AGM. Patrons will also be charity trustees.
11.7 No person other than a charity trustee retiring by rotation shall be appointed or reappointed a trustee at any general meeting unless either he or she is selected in accordance with the procedure specified in the Rules.
11.8 The charity trustees will make available to each new trustee on or before his or her first appointment a copy of the constitution, the annual report of the Charity, a statement of accounts, the Rules of the Charity and any policy or procedure document in use by the trustees.
11.9 The charity trustees shall appoint from among their number the following officers, and such other officers as it from time to time decides:
- Chair
- Secretary
The procedure for electing trustees to these positions shall be defined in the Rules.
11.10. A charity trustee’s term of office automatically terminates if he or she:
11.10.1 dies;
11.10.2 retires or resigns by written notice to the Charity (but only if at least two trustees will remain in office); any charity trustee who retires by rotation or by written notice is eligible for reappointment;
11.10.3 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;
11.10.4 ceases to be a member (but such a person may be reinstated by resolution passed by all the other trustees on resuming membership of the Charity before the next AGM);
11.10.5 is certified by a doctor as incapable, whether mentally or physically, of managing his or her own affairs;
11.10.6 is disqualified under the Charities Act 2011 from acting as a charity trustee;
11.10.7 is removed by resolution passed by at least two thirds of the members present and voting at a general meeting after the meeting has invited the views of the charity trustee concerned with at least 14 days’ notice in writing and considered the matter in the light of any such views.
12. Proceedings of charity trustees
12.1 The charity trustees may regulate their proceedings as they think fit. A charity trustee may, and the Secretary shall, at the request of two trustees, call a meeting of the trustees.
12.2 The charity trustees must hold at least four meetings each year.
12.3 The quorum may be fixed by the Trustees but shall not be less than the number nearest one third of their current total number or three Trustees, whichever is the greater.
12.4 Meetings may be held by suitable electronic communication agreed by the charity trustees in which each participant may communicate with all the other participants, such participants all qualifying as being at the meeting, which must comply with rules for meetings of trustees, including chairing and the taking of minutes.
12.5 The Chair or (if the Chair is unable or unwilling to do so) some other charity trustee chosen by the trustees present as chair presides at each meeting. The person appointed to chair meetings of the trustees shall have no functions or powers except those delegated to him or her by the charity trustees.
12.6 Except for the Chair, who has a second or casting vote, every charity trustee has one vote on each issue and may not appoint anyone to act on his or her behalf at meetings of trustees.
12.7 Unless otherwise specified in the Rules, every issue shall be determined by a simple majority of the votes cast at a meeting, but a written resolution signed by all the charity trustees is as valid as a resolution passed at a meeting.
12.8 A charity trustee shall not be counted in the quorum present when any decision is made about a matter upon which that trustee is not entitled to vote.
12.9 A charity trustee must absent himself or herself from any discussions of the trustees in which it is possible that a conflict will arise between his or her duty to act solely in the interests of the Charity and any personal interest (including but not limited to any personal financial interest).
13. Powers of charity trustees and their delegation
The trustees have the following powers in the administration of the Charity.
13.1 To appoint (and remove) the Chair, Secretary, Treasurer and honorary officers.
13.2 To delegate any of their functions to committees consisting of two or more individuals appointed by them, and to revoke or alter such delegation. The terms of the delegation must be properly recorded. At least one member of every committee must be a charity trustee and all proceedings of committees must be reported fully and promptly to the trustees.
13.3 To require members to pay reasonable membership fees to the Charity.
13.4 To make rules to govern the administration of the Charity and proceedings at general meetings and at meetings of committees.
13.5 To establish procedures to assist the resolution of disputes within the Charity.
13.6 To exercise any powers of the Charity that are not reserved to a general meeting.
13.7 To direct the funds of the Charity in such manner as they shall consider most beneficial for the achievement of the Objects and to invest in the name of the Charity such part of the funds as they may see fit and to direct the sale or transposition of any such investments and to expend the proceeds of any such sale in furtherance of the Objects of the Charity.
14. Records, accounts, reports and returns
14.1 The charity trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, the preparation and scrutiny of statements of accounts, and 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 the Charity, within 10 months of the financial year end.
14.2 The charity trustees must keep proper records of all
14.2.1 proceedings at general meetings of the Charity;
14.2.2 proceedings of meetings of the charity trustees and of committees of trustees, including the names of the trustees present and decisions taken;
14.2.3 appointments of officers made by the charity trustees;
14.2.4 reports of committees; and
14.2.5 professional advice obtained.
14.3 Accounting records relating to the Charity must be made available for inspection by any trustee at any reasonable time during normal office hours and may be made available for inspection by members who are not trustees if the trustees so decide.
14.4 A copy of the Charity’s latest available statement of account must be supplied on request to any trustee or member, or to any other person who makes a written request and pays the Charity’s reasonable costs, within two months.
14.5 The charity trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the Charity entered on the Central Register of Charities.
14.6 The Charity 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.
15. Notices and electronic communication
15.1 The Charity will comply with the requirements of the Communications Provisions in the General Regulations and in particular:
15.1.1 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;
15.1.2 any requirements to provide information to the Commission in a particular form or manner.
15.2 Any member may communicate electronically with the Charity to an address specified by the Charity for the purpose, so long as the communication is authenticated in a manner that is satisfactory to the Charity.
15.3 Any member of the Charity, by providing the Charity with his or her email address or similar, is taken to have agreed to receive communications from the Charity in electronic form at that address, unless the member has indicated to the Charity his or her unwillingness to receive such communications in that form.
15.4 Notices may be sent to members of the Charity by suitable electronic communication or by any letter or newsletter distributed by the Charity. The only address at which a member is entitled to receive notices is the address shown in the register of members. A member whose registered address is not within the United Kingdom will receive notices electronically.
15.5 Any notice given in accordance with this constitution is to be treated as having been received
15.5.1 24 hours after being sent by electronic communication or delivered by hand to the relevant address;
15.5.2 three days after being sent by post to the registered address;
15.5.3 on being handed to the member personally; or, if earlier,
15.5.4 as soon as the member acknowledges actual receipt.
16. Rules
16.1 The charity trustees may from time to time make such rules or byelaws as they may deem necessary or expedient or convenient for the proper conduct and management of the Charity, but such rules or byelaws must not be inconsistent with any provisions of this constitution.
16.2 Copies of any such rules or byelaws currently in force must be made available to any member of the Charity on request.
16.3 The Charity’s rules and byelaws may regulate, inter alia:
16.3.1 the admission and classification of members and the rights and privileges of such members, and the conditions of membership and the terms on which members may resign or have their membership terminated and the entrance fees, subscriptions and other fees or payments to be made by members;
16.3.2 the conduct of members in relation to one another, and to the Charity’s employees, suppliers, and contractors, including the resolution of disputes between members;
16.3.3 the setting aside of the whole or any part or parts of the Charity’s premises at any particular time or times or for any particular purpose or purposes;
16.3.4 the procedure at general meetings and meetings of the charity trustees and committees of the trustees in so far as such procedure is not regulated by the provisions of the constitution;
16.3.5 the operation of bank accounts.
17. Amendment of constitution
17.1 The Charity may by resolution of its members amend its constitution. Such a resolution must be passed by a 75% majority of those voting at a general meeting.
17.2 Any alteration of clause 3 (Objects), this clause, clause 18 (Voluntary winding up or dissolution), or of any provision where the alteration would provide authorisation for any benefit to be obtained by charity trustees or members of the Charity or connected persons, requires the prior written consent of the Charity Commission.
17.3 No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid.
17.4. A copy of any resolution altering the constitution, together with a copy of the Charity’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.
18. Dissolution
18.1 The Charity may be dissolved by a resolution in a general meeting, called in accordance with clause 10, of which not less than 14 days’ notice has been given to those eligible to attend and vote, including remote participation and electronic voting.
18.2 The quorum for a resolution for dissolution at a general meeting is raised to the higher of 100 members or 10% of the members.
18.3 Any decision to wind up or dissolve the Charity must be passed by a majority of at least 75% of those voting.
18.4 Subject to the payment of all the Charity’s debts, the remaining assets must be applied for charitable purposes the same as or similar to those of the Charity.
18.5 The Charity must observe the requirements of the Dissolution Regulations in applying to the Commission to be removed from the Register of Charities.
19. Interpretation
In this constitution
“AGM” means an annual general meeting of the Charity
“the Charity” means the CIO governed by this constitution
“charity trustee” or “trustee” means a charity trustee of the CIO or Charity
“the CIO” means the Charitable Incorporated Organisation governed by this constitution and generally referred to as “the Charity”. It includes any company in which the CIO has more than 50% of the shares or controls more than 50% of the voting rights attached to the shares or has the right to appoint one or more directors to the board of the company
“the Commission” means the Charity Commissioners for England and Wales
“connected person” means a child, parent, grandchild, grandparent, brother or sister, spouse or civil partner of the charity trustee or persons with business connections with the trustee or those here included by connection with him or her, as per Section 118 of the Charities Act 2011
“Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012
“financial benefit” means a benefit which may not be financial but has a monetary value
“the Friends” means the Friends of Regent’s Park and Primrose Hill
“General Regulations” means the Charitable Incorporated Organisations (General) Regulations 2012
“members” and “membership” refer to voting members of the Charity
“the Objects” means the Objects of the Charity as defined in clause 3
“the Park” means Regent’s Park and Primrose Hill
“Patrons” means charity trustees whose duty is to focus on the long term and to maintain relations with government and other bodies that can assist the Charity to achieve its Objects
“the Rules” means the procedures agreed upon by the charity trustees for the conduct of the Charity’s affairs.
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