Our Constitution
Nature of Learning Foundation constitution
Foundation model constitution
Date of constitution (last amended): 12th January 2023
Charity Registered Number: 1201558
1. Name
The Charitable Incorporated Organisation is called The Nature of Learning Foundation.
2. National Location of Principal Office
The CIO must have a principal office in England or Wales.
3. Objects
The advancement of education for the public benefit by making grants to enable children, young people and adults who may otherwise be excluded by socio-economic factors or disability to access the educational opportunities and experiences in the natural world offered by recognised Forest School Association forest school providers.
4. Powers
The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so, including:
- Borrowing money and charging property as security
- Acquiring, maintaining and equipping property
- Selling or disposing of property per Charities Act 2011
- Employing and remunerating staff
- Depositing, investing funds and arranging nominees per Trustee Act 2000
5. Application of Income and Property
Income and property must be applied solely toward promotion of the objects. Trustees are entitled to reimbursement for reasonable expenses and may receive indemnity insurance coverage. No income or property may be distributed as dividends or profits.
6. Benefits and Payments to Charity Trustees and Connected Persons
Trustees and connected persons cannot buy goods or services at preferential rates, sell goods, services, or land interests to the CIO, be employed or receive remuneration, or receive other financial benefits, unless specifically permitted under the constitution or authorised by court or Charity Commission.
7. Conflicts of Interest and Loyalty
Trustees must declare the nature and extent of any interest in proposed transactions and absent themselves from discussions where conflicts may arise.
8. Liability of Members
If wound up, members have no liability to contribute to assets and no responsibility for settling debts.
9. Charity Trustees
Trustees manage CIO affairs and exercise its powers. Each trustee must exercise powers in good faith to further CIO purposes and exercise reasonable care and skill. There must be a minimum of three and a maximum of twelve trustees.
First Charity Trustees
- Sarah Allington - 4 years
- Becca Collins - 4 years
- Michelle Eltis - 4 years
- Margaret Shaw - 3 years
- Fran Ouroussoff - 3 years
- Paul Allington - 3 years
- Dan Paul - 2 years
10. Appointment of Charity Trustees
Apart from the first trustees, appointments are made for three-year terms by resolution at trustee meetings.
11. Information for New Trustees
New trustees receive a copy of the current constitution and the latest Trustees' Annual Report and accounts.
12. Retirement and Removal of Trustees
Trustees cease office if they retire by written notification, are absent from all meetings over six months, die, become incapable, or are disqualified under the Charities Act 2011. Retiring trustees are eligible for reappointment.
13. Taking of Decisions by Trustees
Decisions are made either at trustee meetings or by written/electronic resolution agreed by a majority within 28 days.
14. Delegation by Trustees
Trustees may delegate powers to committees with at least two persons, including at least one trustee.
15. Meetings of Trustees
Any trustee may call meetings. A quorum requires two trustees or one-third of the total, whichever is greater. Majority vote decides questions, with the chair having a casting vote in ties. Meetings may be held electronically.
16. Membership of CIO
Members are charity trustees only. Membership is non-transferable and ceasing trustee status results in automatic membership loss.
17. Informal or Associate Membership
Trustees may create non-voting membership classes with determined rights, obligations and fees.
18. Decisions Made by Members
Member decisions are required for constitutional amendments, amalgamation with other CIOs, and winding up or dissolution. Requires 75% majority at general meeting or written unanimous agreement.
19. General Meetings of Members
Minimum 14 days notice required. Shorter notice permitted if majority agrees.
20. Saving Provisions
Trustee or committee decisions remain valid despite disqualified, retired, or conflicted trustees voting, if the decision was made by a majority of eligible trustees at a quorate meeting.
21. Execution of Documents
The CIO executes documents by signature. Valid if signed by at least two trustees.
22. Use of Electronic Communications
The CIO complies with General Regulations Communications Provisions.
23. Keeping of Registers
The CIO complies with General Regulations regarding registers of members and trustees.
24. Minutes
Trustees keep minutes of officer appointments, general member meetings, trustee and committee meetings, and non-meeting decisions.
25. Accounting Records, Accounts, Reports and Returns
Trustees comply with Charities Act 2011 regarding accounting records, statements of account, annual reports and returns. Sent to Charity Commission within 10 months of financial year end.
26. Rules
Trustees may make reasonable and proper rules for CIO conduct and management.
27. Disputes
Member disputes must be settled by good faith mediation before litigation.
28. Amendment of Constitution
Amendments require written resolution agreed by all members or 75% majority at a general meeting. Charity Commission consent is needed for amendments to objects, winding up provisions, or benefit provisions.
29. Voluntary Winding Up or Dissolution
Dissolution requires 75% majority at a general meeting or written resolution agreed by all members. Remaining assets must be applied for the same or similar charitable purposes.
30. Interpretation
"Connected person" includes children, parents, grandchildren, grandparents, siblings, spouses or civil partners, business partners, controlled institutions, and bodies corporate with substantial interests.