Part 1: Purposes, Powers and Governing Documents Section 3: Powers of unincorporated charities Regulated alterations
While new section 280A provides unincorporated charities with a power to amend any provision in their governing documents, certain amendments will require the written consent of the Charity Commission. Those amendments are set out in subsection (8). Subsection (8)(a) to (c) reflects the amendments which would be "regulated alterations" (under sections 198 and 226 of the CA 2011) if they were made by a charitable company or CIO. Examples of amendments that would fall within section 280A(8)(a) are given in paragraph 20 above. Consistently with section 1(2) (see paragraph 19 above), when there is an amendment to the charity’s purposes, Charity Commission consent is only required when the amendment "would alter" the purposes. This is a test of substance, not form, and therefore will not capture an amendment that merely alters the wording of the purposes unless it also alters the purposes themselves. Trustees should, however, think very carefully about whether even a small drafting change might make a subtle alteration to the substance of the purposes.
	Subsection (8)(d) to (f) provides for amendments that are specific to unincorporated charities, and which are not necessary for companies or CIOs. Subsection (8)(d) provides that changes to provisions making property permanent endowment are regulated alterations (but for the tailored regime governing the release of permanent endowment restrictions see sections 281 and 282 of the CA 2011). Subsection (8)(e) (in combination with subsection (9)) provides that an amendment that would have required the consent of a person (other than a trustee or member of the charity) is a regulated alteration, unless that person consents to the amendment or has died or (if a corporation or other body) is no longer in existence. Subsection (8)(f) (in combination with subsection (9)) provides that any amendment which would "affect any right directly conferred by the trusts of the charity" on a named person, or the holder of an office or position specified in the trust of the charity (other than that of a trustee or member) is a regulated alteration, unless that person consents to the amendment or has died or (if a corporation or other body) is no longer in existence. Trustees and members are excluded from the definition on the basis that their rights are adequately protected by the requirement that they pass a resolution to exercise the amendment power.
	The following amendments would generally be regulated alterations:
changing a power for X to nominate trustees for appointment;
changing a power for X to set the spiritual direction of a faith charity;
changing a requirement for X to consent to certain decisions or proposed amendments;
changing a right for X to be consulted on a particular matter;
changing a right for X to receive certain documents;
changing the named recipient of the charity’s property in a dissolution clause; and
introducing a power to merge in circumstances where Charity X is named as the recipient of property in the event of dissolution, and the creation of the power to merge renders the dissolution clause redundant.
	On the other hand, the following amendments would not be regulated alterations:
changing the right of trustees to co-opt further trustees (since trustees are excluded from the definition);
changing the rights of members to appoint or remove trustees, or the requirement for members to ratify certain decisions (since members are excluded from the definition);
changing the rights of a category of people (such as the residents of a particular neighbourhood) to vote on certain matters (since they are not named persons, and do not hold a particular office or position specified in the governing document); and
changing provisions that confer benefits on individuals who are not named in the governing document, or provisions that confer indirect benefits, such as the benefits to a supplier of goods or services to the charity being affected by an amendment which causes the charity to stop purchasing those goods or services.
	Subsection (8)(g) ensures that any amendment which would give any person (including the trustees or members of the charity) a power to make a regulated alteration, for example, a power to change the charity’s purposes, is itself a regulated alteration.
	Changes to provisions that would require consent, or would change third party rights, are included as regulated alterations under section 280A, but not under sections 198 or 226 for charitable companies and CIOs, because equivalent rights can already be protected in a company or CIO’s governing document in other ways, so it is unnecessary for them to be regulated alterations under sections 198 and 226.
	New section 280B, subsections (2), (3) and (4), provide further definition of the amendment described at section 280A(8)(c). The definition of "benefit" is consistent with the definition in sections 199 and 248 of the CA 2011 1 which applies for the purposes of the equivalent regulated alteration for charitable companies. The definition of persons who are connected with the charity is consistent with section 200 of the CA 2011 which defines a "connected person" for the purposes of the equivalent regulated alteration for charitable companies.
	Schedule 2, paragraphs 5 to 7 of the Act amend sections 350, 351 and 352 of the CA 2011 to ensure that the definitions of particular connected persons (child, spouse and civil partner; controlled institution; and substantial interest in body corporate) in those sections apply to the new section 280A(8)(c).
	The amendment to section 337 of the CA 2011 by section 37 of the Act confers on the Charity Commission a discretionary power to give notice of a proposed amendment, or to require the charity to give such notice, before consenting to a regulated alteration.