Date: 1st September 2023
- Name
The name of the Charitable Incorporated Organisation (“the CIO”) is Croquet England - National location of principal office
The principal office of the CIO is in England. - Objects
The objects of the CIO are:
(1) The promotion of community participation in healthy recreation in particular by the provision
of facilities for the playing of Croquet;
(2) The advancement of the amateur sport of croquet for the public benefit by the provision of
facilities for participation in the sport of Croquet. - Powers
The CIO has power to do anything which is calculated to further its objects or is conducive or
incidental to doing so.
In particular, the CIO’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. 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 those clauses;
(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.
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(6) act as the national governing body for the amateur sport of Croquet in England;
(7) act as the representative member for England in international affairs and to affiliate to and
carry out functions delegated to it by the World Croquet Federation and other relevant
bodies;
(8) provide grants and loans to croquet clubs and to schools and other educational
establishments to assist in the provision of facilities for the amateur sport of Croquet;
(9) make and vary all rules for participating in the amateur sport of Croquet in England from time
to time;
(10) develop commercial, marketing and public relations programmes for the amateur sport of
Croquet in England;
(11) organise croquet tournaments and other events at which the amateur sport of Croquet is
played;
(12) make available and supply equipment for playing the amateur sport of Croquet;
(13) select and support the representative teams to represent England in international events;
(14) develop and nurture relationships between the charity and Sport England, UK Sport, the
British Olympic Association, Commonwealth Games England and relevant government
departments; and
(15) do all such other things as shall be thought fit to further the purposes of the charity or is
conducive or incidental to doing so. - 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.
(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. This does
not prevent a member who is not also a charity trustee receiving:
(a) a benefit from the CIO as a beneficiary of the CIO;
(b) reasonable and proper remuneration for any goods or services supplied to 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. - Benefits and payments to charity trustees and connected persons
(1) General provisions
No charity trustee or connected person may:
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(a) buy or receive any goods or services from the CIO on terms preferential to those
applicable to members of the public, save that they may be granted the same discounts
by the shop in respect of purchases made by them and such other, similar discounts as
are granted to other members of the CIO;
(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 a 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, section
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.
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(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).Conflicts of interest and conflicts of loyalty. - 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. - 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. - Membership of the CIO
(1) Admission of new members
(a) Eligibility
Membership of the CIO is open to anyone who is interested in furthering its purposes,
and who, by applying for membership, has indicated his, her or its agreement to become
a member and acceptance of the duty of members set out in sub-clause (3) of this
clause. A member may be an individual, a corporate body, or an organisation which is
not incorporated.
(b) Admission procedure
The charity trustees:
(i) may require applications for membership to be made in any reasonable way that
they decide;
(ii) shall, if they approve an application for membership, notify the applicant of their
decision within 21 days;
(iii) may refuse an application for membership if they believe that it is in the best
interests of the CIO for them to do so;
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(iv) 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
(v) 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.
(2) Transfer of membership
Membership of the CIO cannot be transferred to anyone else.
(3) Duty of members
It is the duty of each member of the CIO to exercise his or her powers as a member of the
CIO in the way he or she decides in good faith would be most likely to further the purposes of
the CIO.
(4) Termination of membership
(a) Membership of the CIO comes to an end if:
(i) the member dies, or, in the case of an organisation (or the representative of an
organisation) that organisation ceases to exist; or
(ii) the member sends a notice of resignation to the charity trustees; or
(iii) any sum of money owed by the member to the CIO is not paid in full within four
months of its falling due; or
(iv) the charity trustees decide that it is in the best interests of the CIO that the
member in question should be removed from membership, and pass a resolution
to that effect.
(b) Before the charity trustees take any decision to remove someone from membership of
the CIO 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
The CIO may require members to pay reasonable membership fees to the CIO.
(6) Informal or associate (non-voting) membership
(a) 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.
(b) 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. - Members’ decisions
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(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 the CIO 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 CIO 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 or other
electronic 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 the CIO 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 the CIO on
the date when the proposal is first circulated in accordance with paragraph (a) above.
(d) Not less than 10% of the members of the CIO 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 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 the CIO 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 the CIO to one or more other CIOs must be taken in
accordance with the provisions of the Charities Act 2011. - General meetings of members
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(1) Types of general meeting
There must be an annual general meeting (AGM) of the members of the CIO. The first AGM
must be held within 18 months of the registration of the CIO 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 13.
Other general meetings of the members of the CIO may be held at any time.
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 the CIO 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 the
CIO if:
(i) they receive a request to do so from at least 10% of the members of the CIO; 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 the CIO 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
CIO 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) The CIO 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 the CIO 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 the CIO, must
give at least 14 clear days notice of any general meeting to all of the members and to
any charity trustee of the CIO who is not a member.
(b) If it is agreed by not less than 90% of all members of the CIO, 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:
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(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 the CIO 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 or where allowed under clause 22 (use of electronic
communication), details of where the information may be found on the CIO’s
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 the CIO.
(4) Chairing of general meetings
The person elected by the members of the CIO as the President of Croquet England or, in
the President’s absence, a Vice-President shall, if present at the general meeting and willing
to act, preside as chair of the meeting. Subject to that, the members of the CIO 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 the CIO
unless a quorum is present when the meeting starts. A member who attends the
meeting by his or her proxy shall be counted as present at the meeting for the purpose
of establishing whether a quorum is present.
(b) Subject to the following provisions, the quorum for general meetings shall be 20 or 5% of
the voting members whichever shall be the greater. An organisation represented by a
person present at the meeting in accordance with sub-clause (7) of this clause, is
counted as being present in person.
(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 be notified
to the CIO’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, electronic and postal votes). Every member has one vote unless otherwise
provided in the rights of a particular class of membership under this constitution.
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(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 CIO 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 the CIO. 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 CIO may determine; and
(iv) is delivered to the CIO in accordance with the constitution and any instructions
contained in the notice of the general meeting to which they relate.
(b) The CIO 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 the CIO by or
on behalf of that member.
(f) An appointment under a proxy notice may be revoked by delivering to the CIO 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.
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(8) Postal and electronic voting
(a) The CIO may, if the charity trustees so decide, allow the members to vote by post or
electronic mail (“email”) or other methods of electronic voting 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 to serve as scrutineers to
supervise the conduct of the postal/email ballot and the counting of votes.
(c) If postal and/or email or other methods of electronic voting is to be allowed on a matter,
the CIO must send to members of the CIO 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 22 (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 the CIO, 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 Croquet England’, at the CIO’s principal
office or such other postal address as is specified in the voting procedure.
(e) The voting procedure for votes cast by email or other methods of electronic voting require
the member’s name to be at the top of the email or other electronic communication, and
the email or other electronic communication must be authenticated in the manner
specified in the voting procedure.
(f) Email votes or votes cast by other methods of electronic voting must be returned to an
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 or other electronic 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 or other electronic means 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.
Constitution of Croquet England; September 2023 11 of 19
(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 members submitting valid votes by other electronic means and evidence of
invalid votes; the valid votes; and the invalid votes.
(m) Any dispute about the conduct of a postal or email or other electronic ballot must be
referred initially to a panel set up by the charity trustees, to consist of two trustees and
two persons independent of the CIO. If the dispute cannot be satisfactorily resolved by
the panel, it must be referred to Civica Electoral Services or a similar service.
(9) Representation of organisations and corporate members
An organisation or a corporate body that is a member of the CIO may, in accordance with its
usual decision-making process, authorise a person to act as its representative at any general
meeting of the CIO. The representative is entitled to exercise the same powers on behalf of
the organisation or corporate body as the organisation or corporate body could exercise as
an individual member of the CIO.
(10) 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.
(11) 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 member 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. - 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 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 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.
Constitution of Croquet England; September 2023 12 of 19
(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 reappointment 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 trustee or trustees may act only 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 5 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 of the CIO are –
Peter Michael Allan;
Ian Martin Cobbold;
George Kenneth Collin;
Patricia Duke-Cox;
David John Kibble;
Peter Hugh Nelson;
Samir Raman Patel;
Dennis Scarr;
Andrew Kenneth Stewart;
Robin Tasker; and
Brian Wilson - Appointment of charity trustees
Elected and appointed charity trustees
(a) The elected charity trustees shall be elected by the voting members of the charity in
accordance with paragraphs (d) to (h) below and shall form the Board of Trustees.
(b) The elected charity trustees may appoint further charity trustees to ensure that the Board
of Trustees has a diversity of background and experience.
(c) The elected charity trustees may appoint further charity trustees who are independent of
the charity.
(d) Each elected charity trustee shall be an individual member of the charity elected to
represent the members in his or her regional constituency.
Constitution of Croquet England; September 2023 13 of 19
(e) The number of constituencies, their boundaries, the number of elected charity trustees to
be elected to represent the members in them and the eligibility criteria to stand for and
vote in them shall be determined by an Electoral Commission.
(f) The Electoral Commission shall also maintain and publish Election Rules to govern the
procedure and timetable for elections, maintain an electoral register and appoint a
Returning Officer to conduct and declare the result of any election.
(g) The Electoral Commission shall be appointed by a vote of the charity trustees from time
to time.
(h) Elected charity trustees shall normally be elected for a term of 3 years starting from the
next AGM of the charity.
(i) The members or the charity trustees may at any time decide to appoint a new charity
trustee, whether in place of a charity trustee who has retired or been removed in
accordance with clause 15 (Retirement and removal of charity trustees), or as an
additional charity trustee, provided that the limit specified in clause 12(3) on the number
of charity trustees would not as a result be exceeded. - Information for new charity trustees
The charity trustees shall 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 the CIO’s latest trustees’ annual report and statement of accounts. - 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 CIO, of a registered medical practitioner treating that
person, has become physically or mentally incapable of acting as a trustee and may
remain so for more than three months;
(e) is removed by the members of the CIO in accordance with sub-clause (2) of this clause;
or
(f) is disqualified from acting as a charity trustee by virtue of sections 178 to 180 of the
Charities Act 2011 (or any statutory re-enactment or modification of that provision).
(2) A charity trustee shall be removed from office if a resolution to remove that 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 the CIO.
Constitution of Croquet England; September 2023 14 of 19 - Reappointment of elected charity trustees
Any person who retires as a charity trustee by rotation or by giving notice to the CIO is eligible for
re-election. A charity trustee who has served for three consecutive terms may not be re-elected for
a fourth consecutive term but may be re-elected after an interval of at least four years. - Taking of decisions by charity trustees
Any decision may be taken either:
(1) at a meeting of the charity trustees; or
(2) 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) 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
(b) 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. - Delegation by charity trustees
(1) The charity trustees may delegate any of their powers or functions to a committee or
committees and to an Executive and to Committees appointed by that Executive, 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) The Executive may consist of two or more persons but at least one member of the
Executive must be must be a charity trustee;
(b) the acts and proceedings of the Executive and the Committees appointed by the
Executive 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. - 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
Constitution of Croquet England; September 2023 15 of 19
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 the number nearest to one third of the total number of
charity trustees, 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. - 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). - 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. - Use of electronic communications
(1) General
Constitution of Croquet England; September 2023 16 of 19
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 a particular form or
manner.
(2) To the CIO
Any member or charity trustee of the CIO may communicate electronically with the CIO to an
address specified by the CIO for the purpose, so long as the communication is authenticated
in a manner which is satisfactory to the CIO.
(3) By the CIO
(a) Any member or charity trustee of the CIO, by providing the CIO with his or her email
address or similar, is taken to have agreed to receive communications from the CIO in
electronic form at that address, unless the member has indicated to the CIO his or her
unwillingness to receive such communications in that form.
(b) The charity trustees may, subject to compliance with any 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 meetings);
(iii) submit any proposal to the members or charity trustees for decision by written
resolution or postal vote in accordance with the CIO’s powers under clause 10
(members’ decisions), 10(3) (decisions taken by resolution in writing), or the
provisions for postal voting (clause 11(8))
(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 member or charity
trustee who has not consented to receive communications in electronic form. - Keeping of registers
The CIO must comply with its obligations under the General Regulations in relation to the keeping
of and the provision of access to, registers of its members and charity trustees. - 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:
(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.
Constitution of Croquet England; September 2023 17 of 19 - 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 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. - Rules
The charity trustees may from time to time make such reasonable and proper rules or bye laws as
they may 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. - 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. - Amendment of the constitution
As provided by clauses 224 to 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 votes cast at a general meeting of the
members of the CIO.
(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 any resolution altering the constitution, together with a copy of the CIO’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. - 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:
Constitution of Croquet England; September 2023 18 of 19
(a) at a general meeting of the members of the CIO 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 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. - Interpretation
In this constitution
(1) “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 subclause (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.
Constitution of Croquet England; September 2023 19 of 19
Section 118 of the Charities Act 2011 applies for the purposes of interpreting the terms used
in this constitution.
(2) “General Regulations” means the Charitable Incorporated Organisations (General)
Regulations 2012.
(3) “Dissolution Regulations” means the Charitable Incorporated Organisations (Insolvency and
Dissolution) Regulations 2012.
(4) The “Communications Provisions” means the Communications Provisions in Part 9, Chapter
4 of the General Regulations.
(5) “charity trustee” means a charity trustee of the CIO.
(6) A “poll” means a counted vote or ballot, usually (but not necessarily) in writing.
(7) “Croquet” means a sport played with mallets, balls and hoops. It includes Association
Croquet, Golf Croquet and other forms of Croquet recognised by the World Croquet
Federation”.