- Any decision to:
- amend the constitution of the CIO;
- amalgamate the CIO with, or transfer its undertaking to, one or more other CIOs, in accordance with the Charities Act 2011; or
- wind up or dissolve the CIO (including transferring its business to any other charity)
must be made by a resolution of the members of the CIO (rather than a resolution of the charity trustees).
- Decisions of the members may be made either:
- by resolution at a general meeting; or
- by resolution in writing, in accordance with sub-clause (4) of this clause.
- Any decision specified in sub-clause (1) of this clause must be made in accordance with the provisions of clause  (amendment of constitution), clause  (Voluntary winding up or dissolution), or the provisions of the Charities Act 2011, the General Regulations or the Dissolution Regulations as applicable. Those provisions require the resolution to be agreed by a 75% majority of those members voting at a general meeting, or agreed by all members in writing.
- Except where a resolution in writing must be agreed by all the members, such a resolution may be agreed by a simple majority of all the members who are entitled to vote on it. Such a resolution shall be effective provided that:
- a copy of the proposed resolution has been sent to all the members eligible to vote; and
- the required majority of members has signified its agreement to the resolution in a document or documents which are received at the principal office within the period of 28 days beginning with the circulation date. The document signifying a member’s agreement must be authenticated by their signature, by a statement of their identity accompanying the document, or in such other manner as the CIO has specified.
The resolution in writing may comprise several copies to which one or more members has signified their agreement. Eligibility to vote on the resolution is limited to members who are members of the CIO on the date when the proposal is first circulated.