Incorporation of the Richmond Society 

The Society’s trustees are proposing to change the Society’s legal structure from that of a trust to an organisation with limited liability. Now that the Charity Commission (the charity regulator) has introduced a new form of limited liability structure – the Charitable Incorporated Organisation (or CIO) – an increasing number of charities are taking this step as it has the benefits of simplifying contractual arrangements and protecting the position of the trustees.

The legal process through which the change in the Society’s legal structure takes place involves:
1. Approval by the members of the Richmond Society at the AGM in December of the proposal to incorporate the Society and approval of the draft constitution for the CIO.
2. Application to the Charity Commission to set up the CIO.
3. Transfer of all of the activities, assets and liabilities of the Richmond Society to the new CIO.

You will probably be most interested in how this affects the position of the members of the Society and we are pleased to be able to tell you that it should have no significant effect. Your membership and its benefits, whether you are an annual or a life member, will be transferred to the CIO (which will be called the Richmond Society). The charitable objects of the CIO will be the same as at present and the trustees will also not change as a result of the change of legal status. The membership fee too will be unaffected by the change in legal status.

The constitution of the new CIO looks somewhat different from the existing constitution. The Charity Commission has a standard model CIO constitution, which it expects all charities substantially to follow. We have amalgamated the principles of the Society’s existing constitution with the model constitution and we are satisfied that the Society’s existing governance arrangements will continue largely unaffected by the change in legal status.

The proposed constitution and some explanatory notes are available as follows:
Richmond Society Proposed Constitution November 2015
Richmond Society Proposed Constitution November 2015 Explanatory Notes

The Society’s trustees have carefully considered this matter and believe, unanimously, that the change in the Society’s legal structure is in the best long-term interests of the charity, and we do hope you will support us.