Working towards becoming a Charitable Incorporated Organisation


At the Annual General Meeting of the Association held on Saturday 9th September 2023 the following resolution was put to the members:

Item 6c.  The trustees propose that they should investigate the pros and cons of incorporating the DA as a Charitable Incorporated Organisation (CIO).  The DA is an unincorporated association and as such cannot enter into legal contracts in its own name.  Additionally, the trustees and members do not benefit from limited liability in the event of insurance or legal claims.  As a CIO, the DA’s charitable status will be maintained, and it will have the legal right to enter into contracts in its own name.
The trustees wish to have support from the membership before embarking on a rigorous investigation into the benefits, risks and costs of incorporation as a CIO.  Specialist advice and assistance from third parties is likely to be necessary.  Support for this exercise has been offered to the trustees by the committees of the Literature & Art Section and both the Exeter and South Devon Branches.
In the event that the trustees of The Devonshire Association believe that becoming a Charitable Incorporated Organisation would be beneficial to the DA and its members, a formal resolution to change the Constitution will be brought to a future Annual General Meeting.

The resolution was supported unanimously and the trustees have agreed that The Devonshire Association should apply to become a Charitable Incorporated Organisation.

Our application to the Charity Commission of England and Wales requires that we adopt a Constitution suitable for use by Associations (i.e. an organisation with voting members other than its charity trustees).  The Charity Commission provides a template for charitable association like the DA and we are currently in the process of finalising the document that will be known as the Constitution.  The final version of the Constitution will be available to be read and downloaded from this page by the middle of April 2024.

Clause 26 of the Constitution makes provision for the CIO to make additional Rules and Bylaws. This provision enables the DA to retain the majority of the Rules that were prepared over 20 years ago, but with the more recent amendments and updating. The purpose of the Rules is to amplify and prescribe our practices and procedures in greater detail than is appropriate for the Constitution.  The final version of the Rules will be available to be read and downloaded from this page by the middle of April 2024.

In the event of an inconsistency when interpreting the Constitution and the Rules, then the wording of the Constitution shall prevail.


Members have received notification that a Special General Meeting will be held on Saturday 18th May 2024 at which the following Resolution will be put to those present:

In accordance with clause 61 of the rules of the organisation known as The Devonshire Association for the Advancement of Science, Literature and the Arts (registered charity number 252468) [the unincorporated charity] be DISSOLVED on 31st December 2024 (or such other date as the trustees may decide) and all assets and liabilities held for the purpose of the charity be transferred on that date to a new charitable incorporated organisation formed under the Charities Act 2011 to be known as The Devonshire Association for the Advancement of Science, Literature and the Arts CIO [the CIO]

    • PROVIDED that the CIO shall be formed with objects as similar as possible to those of the unincorporated charity (subject to any updating for present circumstances) and THE MEMBERS HEREBY RESOLVE to apply for registration of a CIO with the rules and constitution as attached to this resolution, except that changes may be agreed in liaison with the Charity Commission provided that the existing Chair states that in his/her opinion they are not changes of a substantial nature
    • PROVIDED that the first charity trustees of the CIO shall be the same persons as the trustees of the unincorporated charity at the date of this meeting;
    • PROVIDED that the president of the unincorporated charity at the time of its dissolution shall become the first president of the CIO; and
    • PROVIDED that the dissolution and transfer shall not proceed unless the CIO has been registered as a charity by the Charity Commissioners not later than 31st October 2024 (or by such other date as the trustees may agree, but not less than 21 days prior to the dissolution).

AND THIS RESOLUTION AUTHORISES THE CHARITY TRUSTEES OF THE UNINCORPORATED CHARITY

To sign such agreements and execute such deeds as are necessary to give effect to this transfer provided that, in the case of assets held for restricted purposes, they shall ensure that similar restrictions are imposed when the assets are transferred to the CIO.

Details of the venue etc. are here.


Members of the DA are encouraged to read the documents and send any comments or questions regarding the incorporation process to Dr Bridget Gillard, DA Executive Secretary, by email (exec.sec@devonassoc.org.uk) or telephone (07742 148865) to arrive on or before Monday 6th May 2024.