Legal formApproval of members in general meetingApproval of members outside meeting
Charitable companySpecial resolution (75% majority) of members present at general meeting in person or by proxyWritten special resolution
(75% majority) of all members
CIOMembers resolution by 75% majority of those present at general meeting in person or by proxyUnanimous members written resolution
Charitable unincorporated associationApproval by members in a meeting either by 75% majority or by decision without a vote with no dissent in response to question being put to the meetingUnanimous members approval

Effective date of changes

Another key change, which primarily helps CIOs, is that in respect of all types of charities within the scope of this article, all changes made to governing documents take effect at the time the resolution is passed, except where:

Public notice of proposed amendments

The Act introduces a new power for the Charity Commission to, at its discretion, give public notice (or require the charity trustees to do so) of any proposed changes to the governing documents of a charity where the prior written consent of Charity Commission is required. This new power applies both to incorporated and unincorporated charities.

You might, therefore, find that there are some delays to the process of obtaining consent where the Commission determines that there is sufficient public interest in the proposed changes that notice should be given before a decision is taken regarding whether or not to provide consent to the proposals.

The changes to be implemented under the Charities Act 2022 will result in greater alignment of the regime for amending the governing documents of incorporated and unincorporated charities, and therefore simplify the process for all. Whilst this will not entirely eliminate the need for professional advice, the changes will reduce the circumstances in which professional advice is required, and also reduce the cost of professional advice where it is sought.

It will remain important under the new regime for charity trustees to ensure that their governing documents comply with all applicable legal requirements and remain fit for purpose. At Birketts, our dedicated Charities Team is available to support you with updating your governing documents, both under the current rules and once the changes under the Charities Act 2022 come into force. Please get in touch with Liz Brownsell (Partner and Head of Charities) or another member of the Birketts Charities Team to discuss your requirements.

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