BECOMING A
CHARITABLE
INCORPORATED
ORGANISATION
(CIO)

No. The day-to-day experience, our training calendar, competitive leagues, and social events would remain exactly the same. To qualify as a CIO we must demonstrate a "public benefit" which we already do through our Couch to 5k programmes, school outreach, parkrun volunteering, and race officiating. Our competitive racing would simply fulfill the charitable objective of "promoting participation in amateur sport".

Yes. The new CIO constitution explicitly protects this relationship. Under the new rules, any future decision to maintain, change, or end the club's affiliation to a national or regional athletics governing body could only be made by a direct vote of the membership at a General Meeting.

There are some other alternatives: a Company Limited by Shares and a Company Limited by Guarantee (CLG). A Company Limited by Shares is not practical for a club with a fluctuating membership, as transferring shares whenever someone joins or leaves would be administratively complex, or it would result in a small group of people legally "owning" the club. A CLG is a common model for sports clubs, but managing member guarantees creates ongoing administrative overhead. Furthermore, if a CLG registers as a charity to gain tax exemptions on event revenue, it must file annual reports with both Companies House and the Charity Commission. A CIO provides the necessary limited liability and charitable tax benefits, but streamlines administration by requiring the club to report to only one regulator - the Charity Commission.

The main consideration is that becoming a CIO is a permanent one-way transition. The club's assets would be transferred to the registered charity, and then legally locked into the charity sector - we could not revert back to being an unregulated, unincorporated association. Though this is something to note, it’s a similar arrangement to what we have now where the land, and therefore clubhouse, is currently locked in trust. The only ‘risk’ is if the CIO collapses through negligence or catastrophic mismanagement - which is why the trustees are in place to make sure this doesn’t happen. If this unlikely event ever happened (in a worst case scenario) the club’s assets could be transferred to another (new) charity, set up with “similar objects” - members would have no liability to contribute to its assets and no personal responsibility for settling any debts.

Legally, the club would be governed by the charity trustees, consisting of ‘Officers’ (President, Secretary, and Treasurer) and a number of additional ‘Ordinary’ trustees - currently three, but may scale from one to nine. Under charity law, all trustees share equal legal status and responsibility for ensuring the club complies with charity law and policies. The trustees would delegate the day-to-day running of the club to the Executive Committee, who appoint operational groups - so the club would continue to function on a practical level as it does now. The Executive Committee consists of: President, Secretary, Treasurer, Operations Leader, Performance Leader, Community Leader, Men’s Captain, Women’s Captain and Lead Welfare Officer.

The day-to-day running of the club would remain heavily guided by members, who would retain the right to vote for trustees, Captains, and to protect our heritage. However, to comply with Charity Commission rules the ultimate legal responsibility for the club’s "general control and management" would shift to the elected charity trustees, who are responsible for the club's legal compliance and overall financial security. This is a standard requirement for all charities to ensure the organisation operates safely and for the public benefit. The Charity Commission explicitly lists the 6 main legal duties of a charity trustee:
1. Ensure the charity is carrying out its purposes for the public benefit: Trustees must ensure the club is doing what it was set up to do (promoting amateur athletics) and that its funds are not being spent on things outside of that core purpose.
2. Comply with the charity’s governing document and the law: Trustees must ensure the club adheres to the new CIO constitution and complies with standard UK law (including employment, health and safety, and data protection).
3. Act in the charity’s best interests: Trustees must make balanced, informed decisions solely in the best interests of the club, not themselves. This includes strictly declaring and managing any "conflicts of interest."
4. Manage the charity’s resources responsibly: Trustees must exercise sound financial judgment. They must ensure the club’s assets (the clubhouse, bank accounts, and equipment) are protected, not exposed to undue risk, and that the club remains financially solvent.
5. Act with reasonable care and skill: Trustees must give enough time and thought to their role, use their personal skills/experience to help the club, and seek external professional advice when dealing with complex issues (like signing property leases or legal contracts).
6. Ensure the charity is accountable: Trustees must ensure the club complies with statutory accounting requirements, submits annual returns to the Charity Commission on time, and remains accountable to its members as outlined in the constitution.

The division of responsibilities is clearly defined in Section 10 of the new CIO constitution. The charity trustees assume legal responsibility for the general control and financial management, but can delegate day-to-day running of the club to the Executive Committee, who operate within a Terms of Reference framework. Members would retain democratic control by voting to elect or remove trustees and Captains.

All charity trustees - both Officer (President, Secretary, Treasurer) and Ordinary - are elected by the membership at the AGM. They serve on a staggered rotation where one-third step down annually, creating an effective three-year term. To ensure fresh leadership, trustees can serve a maximum of two continuous terms (six years) before a mandatory one-year break. Any interim trustees appointed mid-year to fill a vacancy must face a formal member vote at the next AGM.

Becoming a CIO means we would be legally bound by charity law regarding conflicts of interest. At the beginning of every trustee meeting, any potential conflicts or declarations of interest must be formally declared and recorded in the minutes. If a trustee has a conflict of interest on a specific vote (for example, a financial interest in a supplier the club is using), they must legally absent themselves from that discussion and vote.

Trustees do not have the power to sell off the clubhouse or land freehold. Under the new rules, any decision to purchase, sell, mortgage, or lease land or buildings requires a 75% majority vote from the members at a General Meeting - this is very similar to how things are now. There are currently no plans to borrow, sell assets or pay staff - other than continuing with the existing clubhouse cleaner for a few hours a week. We might introduce paid coaches at a later date - to be decided. The club's heritage assets, such as our historic trophies, would be governed by the Executive Committee's Terms of Reference (ToR), which will not be amended without prior consultation with members.

The new CIO constitution defines protection for our core heritage. Any decision to change the club's colours, or to make changes to "Club Honours," "Club Races," or "Club Championships," cannot be made by the committee alone, and require a member vote at a General Meeting. Other operational specifics, like the day-to-day management of historic trophies, would be governed by the Executive Committee's Terms of Reference (ToR), which would not be amended without prior consultation with members.

To register as a CIO, the club must adopt a constitution that complies with current charity law. The Charity Commission provides a standard 'model constitution' for this purpose, which we have adapted to fit the club's needs. While the new constitution document is structured differently to meet these legal requirements, the practical contents are very similar to our old rules (a mapping document is available that shows these changes). The main difference is that the new constitution strictly governs high-level statutory items, like our charitable objectives, legal powers, and trustee elections. Crucially, it also permanently protects our core heritage - stipulating that club colours and heritage races could only be changed by a direct member vote. Other day-to-day operations, like the management of historic trophies, are now defined and would be managed in a separate Terms of Reference (ToR) document, which the Executive Committee cannot amend without prior consultation with members.

Regular members shouldn't notice any changes at all, as the training calendar, racing schedule and social events would continue as they do now.

There would be a slight increase in annual reporting duties for the trustees (like filing accounts with the Charity Commission), but there is no practical increase in the amount of effort/work required from regular club members in relation to volunteering. That said, the club is always looking for ways to improve relations with the wider (running) community, so it’s possible we might engage in some other future inter-club events, and we then might ask for additional volunteers to step forward.

The Charity Commission requires all CIOs to have a formal "reserves policy" to ensure financial stability in case of emergencies. Once the CIO is established, one of the first jobs for the new, member-elected trustees will be to formally draft and adopt a reserves policy that aligns with Charity Commission guidelines and our future plans for the clubhouse.

The club would continue to be run primarily by volunteers, so day-to-day operational costs would remain largely unchanged. There may be a small increase in administrative costs related to regulatory governance. For example, if the club's income exceeds £25,000, the Charity Commission requires an "independent examination" of the annual accounts. Currently a qualified club member is happy to do this, but if they decide to stop in the future and if we couldn’t find another qualified volunteer, then we may need to pay an external examiner.

We already have robust financial practices in place. The main difference going forward is regulatory, in that our annual accounts and a formal Trustee Report would need to be submitted to the Charity Commission - and would be published on their public register. Our insurance needs (building, public liability via EA) would remain largely the same.

The day-to-day communication within the club would remain the same. Members could always speak to their Captains, attend member information evenings, or contact the committee directly. If a highly urgent or serious issue arose that could not wait until an AGM, members would retain the right to call a Special General Meeting (SGM) to vote on the matter. We will also be working on better ways to maintain transparency around decisions, and provide some other ways for members to ask questions or send feedback.

Submitting the application to register the CIO with the Charity Commission is free, but there would be one-off professional costs involved in the transition. These include standard HM Land Registry fees to transfer the clubhouse and land titles to the new charity, as well as solicitor conveyancing fees to process that transfer - though as a registered charity, we would expect to qualify for Stamp Duty Land Tax relief on the property transfer. Additionally, if the Charity Commission requests complex clarifications regarding our initial application we might need to pay for specialist legal counsel to assist with the response.

No. Moving from an unincorporated association to a CIO does not change the club's VAT status. Under HMRC rules, charities must only register for VAT if their taxable turnover exceeds the standard UK threshold (currently £90,000). The club’s taxable turnover is currently below this level, so VAT registration is not required.

Though external non-member trustees are allowed under the constitution, it’s not anticipated that there would be anyone keen to pursue this. We haven’t asked anyone outside of the club for their input, but a club member with extensive charity experience has kindly offered to mentor the initial (elected) charity trustees through their first year. We also welcome input and help from any member who has relevant experience.

A qualified club member has drafted the proposed CIO constitution, and we are confident in the application. The Charity Commission is unlikely to reject it, but if there are any issues we may seek independent professional legal guidance to help us respond, if we need to.