Alexandra D and Mel M
Trustees of the Charitable Incorporated Organisation OAR9 CIO
Dated: August 2024 for the October 2024 OA Region 9 Assembly
Summary:
What is the CIO?
The acronym CIO stands for Charitable Incorporated Organisation and is a form of charity in the United Kingdom. OA Region 9 established the OA R9 CIO in 2023 to act as the Governance for our banking and accounting processes.
The CIO is, de facto, the legal form of OA Region 9 although it is not the same thing as OA Region 9 as a whole. The CIO simply applies to the governance of the bank account and for reporting to the Charities Commission of England and Wales in compliance with UK law.
The OA Region 9 is a much larger and autonomous organisation and the relationship between the OA Region 9 Assembly and the Board with the CIO is set down in Policy (which is new and evolving).
Story to Date
Until recently OA Region 9 banked in the United Kingdom and held a Business Bank account with NatWest Bank but did not have any form of legal entity.
Not having a form of legal entity was causing us problems, for example PayPal ran a check on us and not finding a legal entity flagged us up as potential fraud.
It became very clear and urgent that we needed to create a legal entity and so we commissioned a legal advisor to help us find the best legal form and establish it. We appointed BDB Pitmans LLP, a financial legal firm, and they undertook a review and provided us with recommendations that a Charitable Incorporated Organisation was the best option.
OA R9 CIO was formally established in 2023 to act as the governance structure that holds the Bank Account. As a charitable organisation the CIO required trustees and has a board of 3 trustees. It is important for members, especially the speakers of English as a second language, to take note that we will be talking about “trustees” of the CIO and this is not to be confused with the trustees of Overeaters Anonymous as whole.
Current Situation
The relationship between the OA Region 9 Assembly and the OA R9 CIO is set out in the Policy Manual when in 2022 we put a clause in to describe how the two are different and how they interact.
When the OA Region 9 Assembly approves the Annual Budget, this forms an instruction to the CIO to authorise expenditure according to the budget lines. Each year a letter of authorisation, an agreement and the budget will lodged with the CIO.
In reality very little will change. Under the old system any expenditure needed to be approved in the budget, then 2 members of the Board would sign off on it and the Banker would make the payment from the bank account.
In the new system, the Board will request a transaction to be made eg a bill to be paid or a financial grant to be made such as Rep Assistance funding and this will be in accordance with the Annual Budget. 2 members of the Board sign it off (electronically approve by email so we have a paper trail) and the trustees of the CIO will action it.
We are on the cusp of changing from the old system to the new system as this report is being written.
We will soon have a new bank account.
Once the new and revised constitution of the CIO, approved by the Region 9 Board and OA R9 CIO trustees, is lodged with the Charities Commission, the bank balance will transfer from the old bank account to the new bank account.
The Accounting year for OA Region 9 is 1st June to 31st May and the reporting deadline for the Charities Commission is March. So in March 2025 we will submit our first Annual Return to the Charities Commission for the financial year 1st June 2023 to 31st May 2024.
Key People
At the time of writing this report (August 2024) the 3 trustees of the CIO are Alexandra D, Mel M and our lawyer Jonathan Brinsden.
In order to avoid a conflict of interest we have it in our constitution that only one Board member of OA Region 9 can also act as trustee. At the time of establishing the CIO Alexandra was on the Board, but is not now, so we are looking to remove Jonathan from the Trustees and replace him with a member of the Region 9 Board.
Although unconfirmed at time of writing it seems likely this will be OA Region 9 Vice Chair Natasha.
We will include some allocation in the Budget 2024 to pay for legal advice from BDB Pitmans LLP if we need it. They have quoted us £850 + VAT per hour for ongoing support so we suggest allocating £4000 for the first year of being fully operational so we can request their help if needed.
Additionally, we are in the process of appointing a bookkeeper / accountant who will keep track of all paperwork, transactions and prepare our end of year accounts for submission to the Charities Commission.
Next Steps
You will notice that throughout the report there are phrases like “we are in the process of” and “although unconfirmed at time of writing” and these tell us a story of an evolving situation, the CIO is a work in progress.
There is nothing for the OA Region 9 Assembly to approve or decide relating to the CIO, all key decisions were made and implemented at previous assemblies. All you need to know is what we are talking about so you can ask questions you feel may be important.
The next steps are:
1. To replace Jonathan with new trustee from the OA Region 9 Board
2. To lodge the updated and approved Constitution with the Charities Commission
3. To transfer the balance from the old bank account to the new bank account
4. For the Region 9 Assembly to approve the budget annually as usual and…
5. 2024 Budget and Agreement to be lodged formally by the R9 Board with the CIO trustees
Acknowledgement and Thanks
The seeds of this significant piece of work began back in 2018 when Alexandra was then treasurer and Francene was the Chair of OA Region 9. Credit to Ricki I who took over the treasurership when Alexandra became Chair of the Region and thanks go to Ricki for driving the initiative to find and appoint lawyers. Thank you to our legal team Jonathan and his colleague Preena for continuing to advise us. Thank you to Mel M who has served an extended term of Banker for the Region in order to ease the transition between the old way of working and the new. Thank you to the current Board of OA Region 9 for engaging with and reviewing the legal documents that underpin the CIO activity, and for Natasha for being willing to step up as new trustee (tbc). Thank you Higher Power for easing this process with Grace one day at a time.