Part 1: Purposes, Powers and Governing Documents Section 2: Amendments to constitution of CIOs
Section 2 aligns the process for the amendment of a CIO’s constitution with the process for a charitable company.
	Section 2(3) inserts new subsections (1A), (1B), and (1C) into section 227 of the CA 2011. New subsection (1B) provides for amendments to a CIO’s constitution to take effect on the date that the resolution containing the amendment is passed, or on a later date specified in the resolution. New subsection (1A) creates an exception for an alteration of the CIO’s purposes, which takes effect only when registered by the Commission, or on a later date specified in the resolution. (CIOs are required by section 227 of the CA 2011 to send to the Charity Commission a copy of a resolution under section 224 amending its constitution, as well as a copy of the constitution as amended and any other documents that the Charity Commission requires. This is in line with the requirement under section 26(1) of the Companies Act 2006, but without creating a criminal offence for failure to comply.)
	The replacement section 226(1) (inserted by section 2(2) of the Act) and new section 227(1C) (inserted by section 2(3) of the Act) ensure that any regulated alteration cannot take effect unless the Charity Commission has given its prior consent, despite the provisions in new sections 227(1A) and (1B). It is, however, possible to pass a resolution that is not expressed to take effect until the Charity Commission has given its consent. Such conditional resolutions can already be made by companies, and it will now be possible for CIOs to pass similar resolutions. These amendments align the taking effect of amendments to the constitution of a CIO with the taking effect of amendments to a charitable company’s articles of association.
	New section 226(2A) (inserted by section 2(2) of the Act) sets out the matters which the Charity Commission must consider in deciding whether or not to give consent to an alteration of the purposes of a CIO. This subsection replicates that provision for companies: see paragraphs 22 to 24 above.
	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.