## **Annual Report** **Incorporating: Balance Sheet Statement of Financial Activities** 1 April 2024 – 31 March 2025 Summary of achievements and performance including work for the public benefit 15 July 2025 ## **SicKids is a charity registered with the Charity Commission for England and** **Wales** **(Registration number: 1164131)** ## **TABLE OF CONTENTS** ## CONTENTS TABLE OF CONTENTS ....................................................................................................... 2 Charity Commission Registration Information ...................................................................... 7 CHARITY NUMBER ......................................................................................................... 7 CONTACT DETAILS ........................................................................................................ 7 PUBLIC ADDRESS .......................................................................................................... 7 AIMS and ACTIVITIES ..................................................................................................... 7 CONSTITUTION ............................................................................................................... 7 REGISTRATION DATE .................................................................................................... 7 Registration evidence – at new registration ......................................................................... 8 Charity Commission Registration Certificate ........................................................................ 9 Overview ............................................................................................................................ 10 Highlights between 1 April 2024 and 31 March 2025 ......................................................... 10 Reference and administration details ................................................................................. 12 Charity name .................................................................................................................. 12 Other names charity known by .................................................................................... 12 Charity registration number ......................................................................................... 12 Structure of Charity ..................................................................................................... 12 Charity’s principal address .......................................................................................... 12 Contact e-mail ............................................................................................................. 12 Trustees ......................................................................................................................... 12 Expiry of current terms of office of current Trustees .................................................... 12 Exemptions from disclosure ........................................................................................ 12 Structure, governance and management ........................................................................... 13 Type of governing document .......................................................................................... 13 How the charity is constituted ......................................................................................... 13 2 Trustee selection methods ............................................................................................. 13 Objectives and activities .................................................................................................... 13 Objects ........................................................................................................................... 13 Achievements and performance ........................................................................................ 14 Activities ......................................................................................................................... 14 Medical outreach clinics, developing talent and sharing skills ........................................ 16 Remote, virtual clinics in partnership with the University of Salford ............................ 16 Clinics and training in Cambodia ................................................................................. 16 Portable and fixed sensory equipment ........................................................................... 16 UK ............................................................................................................................... 17 Cambodia .................................................................................................................... 17 Financial matters ............................................................................................................... 18 Bankers .......................................................................................................................... 18 Reserves policy .............................................................................................................. 18 Funds held as a custodian Trustee ............................................................................. 18 About us ............................................................................................................................. 19 What is SicKids? ............................................................................................................. 19 What's in a name? .......................................................................................................... 19 Facts and stats ............................................................................................................ 19 Trustees’ statement ........................................................................................................... 21 Statement from the HEAD OF COMMUNICATIONS ......................................................... 23 The Trustees ...................................................................................................................... 24 SUMMARY OF FINANCIAL CONTROLS .......................................................................... 25 1. Introduction ................................................................................................................. 25 Appendix 1: Governance Document .................................................................................. 26 SicKids Constitution and Governing Document .............................................................. 26 Foundation Charitable Incorporated Organisation ....................................................... 26 Date of Constitution: .................................................................................................... 26 3 1. Name .......................................................................................................................... 26 2. National location of principal office ............................................................................. 26 3. Objects ....................................................................................................................... 26 4. Powers ....................................................................................................................... 27 5. Application of income and property ............................................................................ 27 6. Benefits and payments to Charity Trustees and connected persons .......................... 28 7. Conflicts of interest and conflicts of loyalty ................................................................. 31 8. Liability of members to contribute to the assets of the CIO if it is wound up ............... 31 9. Charity Trustees ......................................................................................................... 31 10. Appointment of Charity Trustees .............................................................................. 33 11. Information for new Charity Trustees ........................................................................ 33 12. Retirement and removal of Charity Trustees ............................................................ 33 13. Taking of decisions by Charity Trustees ................................................................... 34 14. Delegation by Charity Trustees ................................................................................ 34 15. Meetings of Charity Trustees .................................................................................... 35 16. Membership of the CIO ............................................................................................ 36 17. Unallocated ............................................................................................................... 36 18. Decisions which must be made by the members of the CIO .................................... 36 19. General meetings of members ................................................................................. 38 20. Saving provisions ..................................................................................................... 41 21. Execution of documents ........................................................................................... 41 22. Use of electronic communications ............................................................................ 42 23. Keeping of Registers ................................................................................................ 43 24. Minutes ..................................................................................................................... 43 25. Accounting records, accounts, annual reports and returns, register maintenance ... 44 26. Rules ........................................................................................................................ 44 27. Disputes.................................................................................................................... 44 28. Amendment of constitution ....................................................................................... 45 4 29. Voluntary winding up or dissolution .......................................................................... 45 30. Interpretation ............................................................................................................ 46 Appendix 2: Rules relating to Charity Trustees .................................................................. 49 Rules relating to Charity Trustees (see also Appendix 1) ............................................... 49 Functions and duties of the Charity Trustees .............................................................. 49 Eligibility for Trusteeship ............................................................................................. 49 Number of Charity Trustees ........................................................................................ 50 First Charity Trustees .................................................................................................. 50 Appointment of Charity Trustees ................................................................................. 51 Information for new Charity Trustees .......................................................................... 51 Retirement and removal of Charity Trustees ............................................................... 51 Taking of decisions by Charity Trustees ...................................................................... 52 Appendix 3: Trustees’ Statutory Annual Report ................................................................. 53 1 April 2024 to 31 March 2025........................................................................................ 53 Section A: Reference and administration details ...................................................... 53 Section B: Structure, governance and management ................................................ 55 Section C: Objectives and activities .......................................................................... 56 Section D: Objectives and activities .......................................................................... 58 Section E: Financial Review ..................................................................................... 59 Section F: Other optional information ....................................................................... 60 Section G: Declaration .............................................................................................. 60 Appendix 4: Statement of Financial Activities (1 April 2024 – 31 March 2025) .................. 61 Introduction ..................................................................................................................... 61 Statement of financial activities ...................................................................................... 62 1 April 2024 to 31 March 2025 .................................................................................... 62 Notes to statement of financial activities ......................................................................... 63 1 April 2024 to 31 March 2025 .................................................................................... 63 Balance sheet ................................................................................................................. 67 5 31 March 2025 ............................................................................................................ 67 Notes to balance sheet ................................................................................................... 68 31 March 2025 ............................................................................................................ 68 6 ## **CHARITY COMMISSION REGISTRATION INFORMATION** ## **CHARITY NUMBER** ## **1164131** ## **CONTACT DETAILS** Website: http://www.sickids.co.uk Email: hello@sickids.co.uk Tel: 07966866923 ## **PUBLIC ADDRESS** Professor Andrew Rowland, 26 Chapel Road, Manchester, M22 4JW ## **AIMS AND ACTIVITIES** We believe every child deserves the right to grow up safe from abuse, exploitation and trafficking. We raise funds and work on projects to support children and young in the North West of England, as well as Cambodia, whose vulnerabilities, risks of exploitation and potential for abuse have striking similarities. Further information about our current projects is available on our website and in this report. ## **CONSTITUTION** Charitable Incorporated Organisation (CIO) ## **REGISTRATION DATE** 27 October 2015 7 icKid REGISTRATION EVIDENCE- AT NEW REGISTRATION IE2 icKid CHARITY COMMISSION REGISTRATION CERTIFICATE This is to confirffl thal SI(KIDS w* ewJed on Ine ie*lff Ll Challe5 27 Oclobei 2015 Re*l8e0(￿1y rpjllts. 1164131 RI Hon Sl(vieii rf Beelion A Ch* Chlel Exe(lI￿e tiitq *4E5 ## **OVERVIEW** SicKids’ constitution was approved and accepted by the Charity Commission on 27 October 2015. As with other charities, the Trustees of SicKids (a Charitable Incorporated Organisation, CIO) are free to choose any year end which suits the charity’s work, subject to compliance with Charities (Accounts and Reports) Regulation 2008 for England & Wales CIOs. There is no equivalent of the “accounting reference date” for companies. SicKids prepares accounts to a 31 March year-end. This financial and annual report from SicKids covers the period 1 April 2024 – 31 March 2025. ## **HIGHLIGHTS BETWEEN 1 APRIL 2024 AND 31 MARCH 2025** In all of the activities of SicKids since registration with the Charity Commission for England and Wales on 27 October 2015, the Trustees have had regard to the Charity Commission’s guidance on public benefit. Since 1 April 2024 SicKids has provided a further donation of sensory equipment to a child protection and looked after children clinic in Manchester. In addition, SicKids has: - Supported the University of Salford’s partnership with M’Lop Tapang (Cambodia) by providing clinical support to the medical team (via telemedicine educational advice clinics) as required throughout the year. - Made arrangements for a Consultant Paediatrician to travel to Cambodia to provide outreach clinical support (which will be reported on in the 2025-2026 year-end report). - Undertaken an outreach visit to Cambodia in October 2024 (at no cost to SicKids) during which our Chair undertook a week of outreach clinics and medical education. There was one adverse event to report this year. The Trustees had agreed a donation of £5000.00 to an NHS Trust in the North West of England to fund equipment for a brand 10 new children’s sensory space in an Emergency Department. The NHS Trust was given a deadline of 31 March 2025 to draw down these funds (consistent with Sickids’ reporting year). The NHS Trust didn’t do so and after the end of SicKids’ financial year the NHS Trust contacted SicKids to say that subsequent to it accepting the terms of SicKids’ donation it transpired that the necessary infection prevention and control authorisation was not in place to enable them to proceed with the sensory space that the NHS Trust had told SicKids that it intended to build. As such it was not possible for SicKids to proceed to donate the £5000.00 awarded to the NHS Trust and it was beyond the end of the financial year therefore not possible to identify an alternative site to which this donation could be made. The Trustees will work to identify a further site during the 2025-2026 financial year. 11 ## **REFERENCE AND ADMINISTRATION DETAILS** ## **CHARITY NAME** SicKids ## **Other names charity known by** None ## **Charity registration number** 1164131 ## **Structure of Charity** Charitable Incorporated Organisation ## **Charity’s principal address** 26 Chapel Road, Northenden, Manchester, M22 4JW ## **Contact e-mail** Hello@sickids.co.uk ## **TRUSTEES** Andrew Graeme Rowland | Chair of the Board | 27 October 2015 to present Denis James Carter | Head of Communications | 27 October 2015 to present Dianne Louise Cook | Director of Nursing | 27 October 2015 to present Jennifer Anne Brown | Director of Operations | 14 September 2018 to present ## **Expiry of current terms of office of current Trustees** Andrew Graeme Rowland (for life) Denis James Carter (until 1 January 2028) Dianne Louise Cook (until 1 January 2028) Jennifer Anne Brown (until 1 January 2028) ## **Exemptions from disclosure** None 12 ## **STRUCTURE, GOVERNANCE AND MANAGEMENT** ## **TYPE OF GOVERNING DOCUMENT** Constitution ## **HOW THE CHARITY IS CONSTITUTED** Charitable Incorporated Organisation (CIO) ## **TRUSTEE SELECTION METHODS** Appointed by the Board of Trustees ## **OBJECTIVES AND ACTIVITIES** ## **OBJECTS** The objects of **SicKids** are: 1. The relief of sickness and the preservation of health among children and young people residing permanently or temporarily in the North West of England or South East Asia. 2. To preserve and protect the health of children and young people living in the North West of England, and in Cambodia, by providing and assisting in the provision of facilities, support services and equipment not normally provided by the statutory authorities. 3. To preserve and protect the health of children and young people living in the North West of England, and in Cambodia, by promoting research for the public benefit in all aspects of safeguarding vulnerable children and children’s emergency medicine. 13 ## **ACHIEVEMENTS AND PERFORMANCE** ## **ACTIVITIES** In all of the activities of SicKids since registration with the Charity Commission for England and Wales on 27 October 2015, the Trustees have had regard to the Charity Commission’s guidance on public benefit. In all of the activities of SicKids since registration with the Charity Commission for England and Wales on 27 October 2015, the Trustees have had regard to the Charity Commission’s guidance on public benefit. Since 1 April 2024 SicKids has provided a further donation of sensory equipment to a child protection and looked after children clinic in Manchester. In addition, SicKids has: - Supported the University of Salford’s partnership with M’Lop Tapang (Cambodia) by providing clinical support to the medical team (via telemedicine educational advice clinics) as required throughout the year. - Made arrangements for a Consultant Paediatrician to travel to Cambodia to provide outreach clinical support (which will be reported on in the 2025-2026 year-end report). - Undertaken an outreach visit to Cambodia in October 2024 (at no cost to SicKids) during which our Chair undertook a week of outreach clinics and medical education. There was one adverse event to report this year. The Trustees had agreed a donation of £5000.00 to an NHS Trust in the North West of England to fund equipment for a brand new children’s sensory space in an Emergency Department. The NHS Trust was given a deadline of 31 March 2025 to draw down these funds (consistent with Sickids’ reporting year). The NHS Trust didn’t do so and after the end of SicKids’ financial year the NHS Trust contacted SicKids to say that subsequent to it accepting the terms of SicKids’ donation it transpired that the necessary infection prevention and control authorisation was not in place to enable them to proceed with the sensory space that the NHS Trust had told SicKids that it intended to build. As such it was not possible for SicKids to proceed to donate the £5000.00 awarded to the NHS Trust and it was beyond the end of the financial 14 year therefore not possible to identify an alternative site to which this donation could be made. The Trustees will work to identify a further site during the 2025-2026 financial year. 15 ## **MEDICAL OUTREACH CLINICS, DEVELOPING TALENT AND SHARING SKILLS** Our medical outreach project aims to improve the health and wellbeing of children and young people. In addition we have a great opportunity for our UK health and/or social care professionals to gain valuable experience, professional development and enhanced clinical, organisational and managerial skills which are of great benefit to their patients. This project has several outputs. ## **Remote, virtual clinics in partnership with the University of Salford** Between 1 April 2024 and 31 March 2025 we have supported the provision of on-demand virtual clinics with a health centre in Cambodia, in partnership with the University of Salford. These clinics offer an excellent opportunity for health and social care workers in Cambodia to consult with our teams in the UK, with positive outcomes for children and young people in Cambodia. These clinics also offer valuable insight into the medical issues affected by poverty, which is important for the continuing professional development of UK healthcare professionals involved in the work. ## **Clinics and training in Cambodia** The chair of our Board of Trustees travelled to Cambodia in October 2024 to undertake inperson clinics and to investigate the potential for future teams visiting from 2025 onwards. ## **PORTABLE AND FIXED SENSORY EQUIPMENT** Sensory equipment is designed specifically to support the development of the senses - like touch, hearing and sight - through cool things like special lighting, music, and tactile objects. While all children in a clinic or hospital might benefit from additional sensory support, for those with developmental delay, mobility issues, or visual/hearing impairment this might make their visit so much more pleasant. Sensory equipment has been used to support child health in lots of settings in the UK, but many health facilities still do not have 16 access to either portable (eg a 'sensory trunk') or fixed (eg a 'sensory room') equipment. In Cambodia, very few children have access to these sorts of facilities at all. ## **UK** This year we have provided further equipment to Manchester Local Care Organisation. ## **Cambodia** We have continued to raise funds with the aim of making a further donation when funds allow in the future. 17 ## **FINANCIAL MATTERS** ## **BANKERS** The Co-operative Bank, Delf House, Southway, Skelmersdale, WN8 6GF ## **RESERVES POLICY** SicKids does not have a formal policy for holding reserves. The Trustees have decided that holding long-term reserves is unnecessary as, currently, SicKids employs no staff members and does not have any financial liabilities to any other organisations. This does not mean that funds will not be carried over between financial years if doing so would enable the Trustees to make a larger, and more impactful, donation in a future tax year. ## **Funds held as a custodian Trustee** None. 18 ## **ABOUT US** ## **WHAT IS SICKIDS?** Our primary goal is to relieve sickness and preserve health among children and young people in the North West of England and South East Asia. We do this by providing and assisting in the provision of facilities, support services and equipment not normally provided by local authorities. We also aim to promote research in all aspects of safeguarding vulnerable children and children’s emergency medicine, and to empower communities to support children to have every chance of happiness, good health and protection from harm. ## **WHAT'S IN A NAME?** Our name is a play on words, drawing on the traditional meaning of the word 'sick', as in conditions affecting physical and mental health, and the urban use of the word to mean 'great' or 'excellent'. The former reflects the real situation of the children and young people we wish to support, while the latter refers to our aspiration to promote their sustained health and wellbeing. ## **Facts and stats** SicKids operates with very minimal operating costs as all Trustees are volunteers and the only regular overheads are the website costs, the laptop antivirus costs, and the annual fee which the charity must pay to the Office of the Information Commissioner in England. All Trustee travel and accommodation is paid for at the Trustee's own expense or, in some cases, in the form of restricted grants for this specific purpose from donors To further reduce overheads, we use Global Giving to collect donations from members of the public. Global Giving takes online payments on our behalf, and recovers Gift Aid contributions from HMRC, where applicable. Global Giving takes commission (10%) to cover their own costs however in the absence of any employees, the Trustees of SicKids are content that this is an acceptable commission in the short term. 19 For every £1.00 donated to SicKids directly (ie not via Global Giving) we can invest £1.25 towards funding our projects supporting the health and wellbeing of children and young people (assuming the donor is a UK tax payer and eligible for Gift Aid donations). Donations through Global Giving bring a return, for every £1.00 donated through that platform, of: £0.90 if the donor is not a UK tax payer eligible for Gift Aid; and £1.15 if the donor is a UK tax payer eligible for Gift Aid. 20 ## **TRUSTEES’ STATEMENT** This is our tenth anniversary year! We formed SicKids in 2015, and gained registration with the Charity Commission for England and Wales on 27 October 2015 (1164131), following Professor Andrew Rowland's visit to Cambodia as part of his then Winston Churchill Memorial Trust (now The Churchill Fellowship) Churchill Fellowship. In his report 'Living On A Railway Line', Andrew identified striking parallels between the health needs of children in his own community of North Manchester, and those in the coastal area of Southern Cambodia. At the heart of our charitable objectives is the health and wellbeing of children. We believe every child has the right to grow up healthy, and safe from abuse, exploitation and trafficking. Focusing our attention initially on the parallel needs of children and young people in the North West of England and Southern Cambodia, in 2016 we established two project streams as described in this report. SicKids remains a small Charity with a team of four volunteer Trustees. Our work on SicKids projects is entirely voluntary, in our own time and at our own expense. Since 1 April 2024 SicKids has provided a further donation of sensory equipment to a child protection and looked after children clinic in Manchester. In addition, SicKids has: - Supported the University of Salford’s partnership with M’Lop Tapang (Cambodia) by providing clinical support to the medical team (via telemedicine educational advice clinics) as required throughout the year. - Made arrangements for a Consultant Paediatrician to travel to Cambodia to provide outreach clinical support (which will be reported on in the 2025-2026 year-end report). - Undertaken an outreach visit to Cambodia in October 2024 (at no cost to SicKids) during which our Chair undertook a week of outreach clinics and medical education. There was one adverse event to report this year. The Trustees had agreed a donation of £5000.00 to an NHS Trust in the North West of England to fund equipment for a brand 21 new children’s sensory space in an Emergency Department. The NHS Trust was given a deadline of 31 March 2025 to draw down these funds (consistent with Sickids’ reporting year). The NHS Trust didn’t do so and after the end of SicKids’ financial year the NHS Trust contacted SicKids to say that subsequent to it accepting the terms of SicKids’ donation it transpired that the necessary infection prevention and control authorisation was not in place to enable them to proceed with the sensory space that the NHS Trust had told SicKids that it intended to build. As such it was not possible for SicKids to proceed to donate the £5000.00 awarded to the NHS Trust and it was beyond the end of the financial year therefore not possible to identify an alternative site to which this donation could be made. The Trustees will work to identify a further site during the 2025-2026 financial year This annual report contains a summary of the main achievements of the SicKids Charity between 1 April 2024 and 31 March 2025. We have identified in this report the difference the Charity’s work has made to the circumstances of its beneficiaries and the wider benefits to society as a whole. In all of the activities of SicKids since registration with the Charity Commission for England and Wales on 27 October 2015, the Trustees have had regard to the Charity Commission’s guidance on public benefit. We're eternally grateful to the supporters who've donated time, money or both towards our successes to date, and look with excitement to the year ahead, during which we aim to continue to support children and young people's health and wellbeing. ## **The Trustees** 15 July 2025 22 ## **STATEMENT FROM THE HEAD OF COMMUNICATIONS** SicKids, a small but impactful charity committed to safeguarding children and supporting their health and wellbeing, is proud to announce that, on 14 June 2025, its Founder and Chair of the Board of Trustees, Professor Andrew Rowland, was awarded the honour of Officer of the Order of the British Empire (OBE) in His Majesty The King’s Birthday Honours List 2025. Andrew received the OBE in recognition of his outstanding contributions to Child Protection and Paediatrics, marking an extensive career of service as a clinician, academic, and advocate for vulnerable children in the UK and internationally. It is a particular cause for celebration, as SicKids celebrates its 10th anniversary this summer, marking a decade of innovative and life-changing work to support children, young people and their families in the UK and Cambodia. Under Professor Rowland’s leadership, SicKids has installed dedicated SicKids Sensory Spaces, as well as donating dedicated sensory equipment to NHS facilities, throughout the North West of England, and at non-governmental organisations in Cambodia. This included the first known Sensory Space within an Emergency Department in the UK, and the first known Sensory Space in Cambodia. SicKids charity delivers support and training to medical and healthcare professionals in both countries, and has become a trusted voice in safeguarding, promoting better standards of care, and creating safer environments for children and young people. Speaking on the announcement, Andrew said: “ _I’m absolutely delighted, and truly thankful, to receive this award! I work in fantastic teams with hugely experienced friends and colleagues who are all passionate about improving the lives of children and young people and I’d like to dedicate this award to the work of my colleagues – without whose support I would find it much more difficult to undertake the work I am passionate about as we collectively do everything possible to protect and promote children’s rights now and in the future. In particular I want to pay tribute to my fellow Trustees at SicKids (Den, Dianne, and Jenny) who volunteer their time and expertise freely and with enthusiasm, and are a fantastic team, which makes our work all the more enjoyable for me. So, I see this award as a celebration of my colleagues’ work and I hope it is as much of a boost for my superb_ 23 _colleagues, as it is for me, as we continue our work to build child safe communities with happy, healthy, and safe children and young people firmly at their hearts_ ”. The SicKids team extends heartfelt congratulations to Andrew on this well-deserved recognition, and remains committed to continuing its mission to support children and young people internationally. For more information about SicKids and its work, visit www.sickids.co.uk. ## Den ## **Denis Carter** Head of Communications 14 June 2025 ## **THE TRUSTEES** **Andrew Graeme Rowland** | Chair of the Board of Trustees **Dianne Louise Cook** | Director of Nursing **Denis James Carter** | Head of Communications **Jennifer Anne Brown** | Director of Operations 24 ## **SUMMARY OF FINANCIAL CONTROLS** ## **1. INTRODUCTION** There have been no changes to SicKids’ financial controls since our 2023-2024 annual report and we therefore refer the reader to that report, available from the charity commission website. 25 ## **APPENDIX 1: GOVERNANCE DOCUMENT** ## **SICKIDS CONSTITUTION AND GOVERNING DOCUMENT** ## **Foundation Charitable Incorporated Organisation** ## **Date of Constitution:** 27 October 2015 ## **1. NAME** The name of the Charitable Incorporated Organisation (“the CIO”) is **SicKids** ## **2. NATIONAL LOCATION OF PRINCIPAL OFFICE** The principal office of the CIO is in England. ## **3. OBJECTS** The objects of the CIO are: - i. The relief of sickness and the preservation of health among children and young people residing permanently or temporarily in the North West of England or South East Asia. - ii. To preserve and protect the health of children and young people living in the North West of England, and in Cambodia, by providing and assisting in the provision of facilities, support services and equipment not normally provided by the statutory authorities. - iii. To preserve and protect the health of children and young people living in the North West of England, and in Cambodia, by promoting research for the public benefit in all aspects of safeguarding vulnerable children and children’s emergency medicine. 26 ## **4. POWERS** The CIO has power to do anything which is calculated to further its objects or is conducive or incidental to doing so. In particular, the CIO has power to: (1) borrow money and to charge the whole or any part of its property as security for the repayment of the money borrowed. The CIO must comply as appropriate with sections 124 and 125 of the Charities Act 2011, if it wishes to mortgage land; - (2) buy, take on lease or in exchange, hire or otherwise acquire any property and to maintain and equip it for use; (3) sell, lease or otherwise dispose of all or any part of the property belonging to the CIO. In exercising this power, the CIO must comply as appropriate with sections 117 and 119123 of the Charities Act 2011; (4) employ and remunerate such staff as are necessary for carrying out the work of the CIO. The CIO may employ or remunerate a Charity Trustee only to the extent that it is permitted to do so by clause 6 (Benefits and payments to Charity Trustees and connected persons) and provided it complies with the conditions of that clause; (5) deposit or invest funds, employ a professional fund-manager, and arrange for the investments or other property of the CIO to be held in the name of a nominee, in the same manner and subject to the same conditions as the Trustees of a trust are permitted to do by the Trustee Act 2000. ## **5. APPLICATION OF INCOME AND PROPERTY** (1) The income and property of the CIO must be applied solely towards the promotion of the objects. (a) A Charity Trustee is entitled to be reimbursed from the property of the CIO or may pay out of such property reasonable expenses properly incurred by him or her when acting on behalf of the CIO. 27 (b) A Charity Trustee may benefit from Trustee indemnity insurance cover purchased at the CIO’s expense in accordance with, and subject to the conditions in, section 189 of the Charities Act 2011. (2) None of the income or property of the CIO may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any member of the CIO. - (3) Nothing in this clause shall prevent a Charity Trustee or connected person receiving any benefit or payment which is authorised by Clause 6. ## **6. BENEFITS AND PAYMENTS TO CHARITY TRUSTEES AND** ## **CONNECTED PERSONS** ## (1) **General provisions** No Charity Trustee or connected person may: - (a) buy or receive any goods or services from the CIO on terms preferential to those applicable to members of the public; - (b) sell goods, services, or any interest in land to the CIO; - (c) be employed by, or receive any remuneration from, the CIO; - (d) receive any other financial benefit from the CIO; unless the payment or benefit is permitted by sub-clause (2) of this clause or authorised by the court or the prior written consent of the Charity Commission (“the Commission”) has been obtained. In this clause, a “financial benefit” means a benefit, direct or indirect, which is either money or has a monetary value. ## (2) **Scope and powers permitting Trustees’ or connected persons’ benefits** - (a) A Charity Trustee or connected person may receive a benefit from the CIO as a 28 beneficiary of the CIO provided that a majority of the Trustees do not benefit in this way. (b) A Charity Trustee or connected person may enter into a contract for the supply of services, or of goods that are supplied in connection with the provision of services, to the CIO where that is permitted in accordance with, and subject to the conditions in, sections 185 to 188 of the Charities Act 2011. (c) Subject to sub-clause (3) of this clause a Charity Trustee or connected person may provide the CIO with goods that are not supplied in connection with services provided to the CIO by the Charity Trustee or connected person. (d) A Charity Trustee or connected person may receive interest on money lent to the CIO at a reasonable and proper rate which must be not more than the Bank of England bank rate (also known as the base rate). (e) A Charity Trustee or connected person may receive rent for premises let by the Trustee or connected person to the CIO. The amount of the rent and the other terms of the lease must be reasonable and proper. The Charity Trustee concerned must withdraw from any meeting at which such a proposal or the rent or other terms of the lease are under discussion. (f) A Charity Trustee or connected person may take part in the normal trading and fundraising activities of the CIO on the same terms as members of the public. ## (3) **Payment for supply of goods only – controls** The CIO and its Charity Trustees may only rely upon the authority provided by sub-clause (2)(c) of this clause if each of the following conditions is satisfied: (a) The amount or maximum amount of the payment for the goods is set out in a written agreement between the CIO and the Charity Trustee or connected person supplying the goods (“the supplier”). - (b) The amount or maximum amount of the payment for the goods does not exceed what is reasonable in the circumstances for the supply of the goods in question. 29 (c) The other Charity Trustees are satisfied that it is in the best interests of the CIO to contract with the supplier rather than with someone who is not a Charity Trustee or connected person. In reaching that decision the Charity Trustees must balance the advantage of contracting with a Charity Trustee or connected person against the disadvantages of doing so. (d) The supplier is absent from the part of any meeting at which there is discussion of the proposal to enter into a contract or arrangement with him or her or it with regard to the supply of goods to the CIO. - (e) The supplier does not vote on any such matter and is not to be counted when calculating whether a quorum of Charity Trustees is present at the meeting. - (f) The reason for their decision is recorded by the Charity Trustees in the minute book. - (g) A majority of the Charity Trustees then in office are not in receipt of remuneration or payments authorised by clause 6. - (4) In sub-clauses (2) and (3) of this clause: - (a) “the CIO” includes any company in which the CIO: - (i) holds more than 50% of the shares; or - (ii) controls more than 50% of the voting rights attached to the shares; or - (iii) has the right to appoint one or more directors to the board of the company; - (b) “connected person” includes any person within the definition set out in clause 30 (Interpretation); 30 ## **7. CONFLICTS OF INTEREST AND CONFLICTS OF LOYALTY** A Charity Trustee must: (1) declare the nature and extent of any interest, direct or indirect, which he or she has in a proposed transaction or arrangement with the CIO or in any transaction or arrangement entered into by the CIO which has not previously been declared; and (2) absent himself or herself from any discussions of the Charity Trustees in which it is possible that a conflict of interest will arise between his or her duty to act solely in the interests of the CIO and any personal interest (including but not limited to any financial interest). ## **8. LIABILITY OF MEMBERS TO CONTRIBUTE TO THE ASSETS OF THE CIO IF IT IS WOUND UP** If the CIO is wound up, the members of the CIO have no liability to contribute to its assets and no personal responsibility for settling its debts and liabilities. ## **9. CHARITY TRUSTEES** ## (1) **Functions and duties of Charity Trustees** The Charity Trustees shall manage the affairs of the CIO and may for that purpose exercise all the powers of the CIO. It is the duty of each Charity Trustee: (a) to exercise his or her powers and to perform his or her functions in his or her capacity as a Trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and - (b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to: - (i) any special knowledge or experience that he or she has or holds himself or herself out as having; and, 31 (ii) if he or she acts as a Charity Trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession. ## (2) **Eligibility for Trusteeship** - (a) Every Charity Trustee must be a natural person. - (b) No individual may be appointed as a Charity Trustee of the CIO: - if he or she is under the age of 16 years; or - if he or she would automatically cease to hold office under the provisions of clause - 12(1)(e). (c) No one is entitled to act as a Charity Trustee whether on appointment or on any reappointment until he or she has expressly acknowledged, in whatever way the Charity Trustees decide, his or her acceptance of the office of Charity Trustee. (d) At least one of the Trustees of the CIO must be 18 years of age or over. If there is no Trustee aged at least 18 years, the remaining Trustees may only act to call a meeting of the Charity Trustees, or appoint a new Charity Trustee. - (e) Every Charity Trustee must have particular knowledge or experience of either the localities in which the CIO operates or of issues relevant to the people that the CIO serves. ## (3) **Number of Charity Trustees** (a) There must be at least three Charity Trustees. If the number falls below this minimum, the remaining Trustee or Trustees may act only to call a meeting of the Charity Trustees, or appoint a new Charity Trustee. - (b) The maximum number of Charity Trustees is seven. The Charity Trustees may not appoint any Charity Trustee if as a result the number of Charity Trustees would exceed the 32 maximum. ## (4) **First Charity Trustees** The first Charity Trustees are as follows, and are appointed for the following terms: **Andrew Graeme Rowland [for life] Denis James Carter [for four years] Dianne Louise Cook [for three years] Rachel Elizabeth Isba [for three years] Michael James Stuart [for two years]** ## **10. APPOINTMENT OF CHARITY TRUSTEES** (1) Apart from the first Charity Trustees, every Trustee must be appointed for a term of three years by a resolution passed at a properly convened meeting of the Charity Trustees. (2) In selecting individuals for appointment as Charity Trustees, the Charity Trustees must have regard to the skills, knowledge and experience needed for the effective administration of the CIO. ## **11. INFORMATION FOR NEW CHARITY TRUSTEES** The Charity Trustees will make available to each new Charity Trustee, on or before his or her first appointment: (a) a copy of the current version of this constitution; and - (b) a copy of the CIO’s latest Trustees’ Annual Report and statement of accounts. ## **12. RETIREMENT AND REMOVAL OF CHARITY TRUSTEES** (1) A Charity Trustee ceases to hold office if he or she: - (a) retires by notifying the CIO in writing (but only if enough Charity Trustees will remain in 33 office when the notice of resignation takes effect to form a quorum for meetings); (b) is absent without the permission of the Charity Trustees from all their meetings held within a period of twelve months and the Trustees resolve that his or her office be vacated; ## (c) dies; (d) in the written opinion, given to the company, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a director and may remain so for more than three months; (e) is disqualified from acting as a Charity Trustee by virtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision). - (2) Any person retiring as a Charity Trustee is eligible for reappointment. ## **13. TAKING OF DECISIONS BY CHARITY TRUSTEES** Any decision may be taken either: - at a meeting of the Charity Trustees; or - by resolution in writing or electronic form agreed by all of the Charity Trustees, which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more Charity Trustees has signified their agreement. ## **14. DELEGATION BY CHARITY TRUSTEES** (1) The Charity Trustees may delegate any of their powers or functions to a committee or committees, and, if they do, they shall determine the terms and conditions on which the delegation is made. The Charity Trustees may at any time alter those terms and conditions, or revoke the delegation. 34 (2) This power is in addition to the power of delegation in the General Regulations and any other power of delegation available to the Charity Trustees, but is subject to the following requirements: - (a) a committee may consist of two or more persons, but at least one member of each committee must be a Charity Trustee; - (b) the acts and proceedings of any committee must be brought to the attention of the Charity Trustees as a whole as soon as is reasonably practicable; and - (c) the Charity Trustees shall from time to time review the arrangements which they have made for the delegation of their powers. ## **15. MEETINGS OF CHARITY TRUSTEES** ## (1) **Calling meetings** - (a) Any Charity Trustee may call a meeting of the Charity Trustees. - (b) Subject to that, the Charity Trustees shall decide how their meetings are to be called, and what notice is required. ## (2) **Chairing of meetings** The Charity Trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment. If no-one has been so appointed, or if the person appointed is unwilling to preside or is not present within 10 minutes after the time of the meeting, the Charity Trustees present may appoint one of their number to chair that meeting. ## (3) **Procedure at meetings** (a) No decision shall be taken at a meeting unless a quorum is present at the time when the decision is taken. The quorum is two Charity Trustees, or the number nearest to one third of the total number of Charity Trustees, whichever is greater, or such larger number as the Charity Trustees may decide from time to time. A Charity Trustee shall not be counted in the quorum present when any decision is made about a matter upon which he 35 or she is not entitled to vote. - (b) Questions arising at a meeting shall be decided by a simple majority of those eligible to vote. - (c) In the case of an equality of votes, the person who chairs the meeting shall have a second or casting vote. ## (4) **Participation in meetings by electronic means** - (a) A meeting may be held by suitable electronic means agreed by the Charity Trustees in which each participant may communicate with all the other participants. (b) Any Charity Trustee participating at a meeting by suitable electronic means agreed by the Charity Trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting. - (c) Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes. ## **16. MEMBERSHIP OF THE CIO** (1) The members of the CIO shall be its Charity Trustees for the time being. The only persons eligible to be members of the CIO are its Charity Trustees. Membership of the CIO cannot be transferred to anyone else. - (2) Any member and Charity Trustee who ceases to be a Charity Trustee automatically ceases to be a member of the CIO. ## **17. UNALLOCATED** ## **18. DECISIONS WHICH MUST BE MADE BY THE MEMBERS OF THE CIO** (1) Any decision to: 36 - (a) amend the constitution of the CIO; - (b) amalgamate the CIO with, or transfer its undertaking to, one or more other CIOs, in accordance with the Charities Act 2011; or - (c) 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). - (2) Decisions of the members may be made either: - (a) by resolution at a general meeting; or - (b) by resolution in writing, in accordance with sub-clause (4) of this clause. (3) Any decision specified in sub-clause (1) of this clause must be made in accordance with the provisions of clause 28 (amendment of constitution), clause 29 (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. (4) 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) a copy of the proposed resolution has been sent to all the members eligible to vote; and (b) 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 37 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. ## **19. GENERAL MEETINGS OF MEMBERS** ## (1) **Calling of general meetings of members** The Charity Trustees may designate any of their meetings as a general meeting of the members of the CIO. The purpose of such a meeting is to discharge any business which must by law be discharged by a resolution of the members of the CIO as specified in clause 18 (Decisions which must be made by the members of the CIO). ## (2) **Notice of general meetings of members** (a) The minimum period of notice required to hold a general meeting of the members of the CIO is 14 days. (b) Except where a specified period of notice is strictly required by another clause in this constitution, by the Charities Act 2011 or by the General Regulations, a general meeting may be called by shorter notice if it is so agreed by a majority of the members of the CIO. (c) Proof that an envelope containing a notice was properly addressed, prepaid and posted; or that an electronic form of notice was properly addressed and sent, shall be conclusive evidence that the notice was given. Notice shall be deemed to be given 48 hours after it was posted or sent. ## (3) **Procedure at general meetings of members** The provisions in clause 15 (2)-(4) governing the chairing of meetings, procedure at meetings and participation in meetings by electronic means apply to any general meeting of the members, with all references to Trustees to be taken as references to members. ## (4) **Postal Voting** (a) The CIO may, if the Charity Trustees so decide, allow the members to vote by post or electronic mail (“email”) to elect Charity Trustees or to make a decision on any matter that 38 is being decided at a general meeting of the members. (b) The Charity Trustees must appoint at least two persons independent of the CIO to serve as scrutineers to supervise the conduct of the postal/email ballot and the counting of votes. (c) If postal and/or email voting is to be allowed on a matter, the CIO must send to members of the CIO not less than 21 days before the deadline for receipt of votes cast in this way: (i) a notice by email, if the member has agreed to receive notices in this way under clause 21 (Use of electronic communication, including an explanation of the purpose of the vote and the voting procedure to be followed by the member, and a voting form capable of being returned by email or post to the CIO, containing details of the resolution being put to a vote, or of the candidates for election, as applicable; (ii) a notice by post to all other members, including a written explanation of the purpose of the postal vote and the voting procedure to be followed by the member; and a postal voting form containing details of the resolution being put to a vote, or of the candidates for election, as applicable. (d) The voting procedure must require all forms returned by post to be in an envelope with the member’s name and signature, and nothing else, on the outside, inside another envelope addressed to ‘The Scrutineers for SicKids’, at the CIO’s principal office or such other postal address as is specified in the voting procedure. (e) The voting procedure for votes cast by email must require the member’s name to be at the top of the email, and the email must be authenticated in the manner specified in the voting procedure. (f) Email votes must be returned to an email address used only for this purpose and must be accessed only by a scrutineer. - (g) The voting procedure must specify the closing date and time for receipt of votes, and 39 must state that any votes received after the closing date or not complying with the voting procedure will be invalid and not be counted. (h) The scrutineers must make a list of names of members casting valid votes, and a separate list of members casting votes which were invalid. These lists must be provided to a Charity Trustee or other person overseeing admission to, and voting at, the general meeting. A member who has cast a valid postal or email vote must not vote at the meeting, and must not be counted in the quorum for any part of the meeting on which he, she or it has already cast a valid vote. A member who has cast an invalid vote by post or email is allowed to vote at the meeting and counts towards the quorum. (i) For postal votes, the scrutineers must retain the internal envelopes (with the member’s name and signature). For email votes, the scrutineers must cut off and retain any part of the email that includes the member’s name. In each case, a scrutineer must record on this evidence of the member’s name that the vote has been counted, or if the vote has been declared invalid, the reason for such declaration. (j) Votes cast by post or email must be counted by all the scrutineers before the meeting at which the vote is to be taken. The scrutineers must provide to the person chairing the meeting written confirmation of the number of valid votes received by post and email and the number of votes received which were invalid. (k) The scrutineers must not disclose the result of the postal/email ballot until after votes taken by hand or by poll at the meeting, or by poll after the meeting, have been counted. Only at this point shall the scrutineers declare the result of the valid votes received, and these votes shall be included in the declaration of the result of the vote. (l) Following the final declaration of the result of the vote, the scrutineers must provide to a Charity Trustee or other authorised person bundles containing the evidence of members submitting valid postal votes; evidence of members submitting valid email votes; evidence of invalid votes; the valid votes; and the invalid votes. 40 (m) Any dispute about the conduct of a postal or email ballot must be referred initially to a panel set up by the Charity Trustees, to consist of two Trustees and two persons independent of the CIO. If the dispute cannot be satisfactorily resolved by the panel, it must be referred to the Electoral Reform Services. ## **20. SAVING PROVISIONS** (1) Subject to sub-clause (2) of this clause, all decisions of the Charity Trustees, or of a committee of Charity Trustees, shall be valid notwithstanding the participation in any vote of a Charity Trustee: - who was disqualified from holding office; - who had previously retired or who had been obliged by the constitution to vacate office; - who was not entitled to vote on the matter, whether by reason of a conflict of interest or otherwise; if, without the vote of that Charity Trustee and that Charity Trustee being counted in the quorum, the decision has been made by a majority of the Charity Trustees at a quorate meeting. (2) Sub-clause (1) of this clause does not permit a Charity Trustee to keep any benefit that may be conferred upon him or her by a resolution of the Charity Trustees or of a committee of Charity Trustees if, but for sub-clause (1), the resolution would have been void, or if the Charity Trustee has not complied with clause 7 (Conflicts of interest). ## **21. EXECUTION OF DOCUMENTS** (1) The CIO shall execute documents either by signature or by affixing its seal (if it has one) (2) A document is validly executed by signature if it is signed by at least two of the Charity Trustees. 41 ## (3) If the CIO has a seal: - (a) it must comply with the provisions of the General Regulations; and (b) the seal must only be used by the authority of the Charity Trustees or of a committee of Charity Trustees duly authorised by the Charity Trustees. The Charity Trustees may determine who shall sign any document to which the seal is affixed and unless otherwise so determined it shall be signed by two Charity Trustees. ## **22. USE OF ELECTRONIC COMMUNICATIONS** ## **(1) General** The CIO will comply with the requirements of the Communications Provisions in the General Regulations and in particular: - (a) the requirement to provide within 21 days to any member on request a hard copy of any document or information sent to the member otherwise than in hard copy form; - (b) any requirements to provide information to the Commission in a particular form or manner. ## **(2) To the CIO** Any member or Charity Trustee of the CIO may communicate electronically with the CIO to an address specified by the CIO for the purpose, so long as the communication is authenticated in a manner which is satisfactory to the CIO. ## **(3) By the CIO** (a) Any member or Charity Trustee of the CIO, by providing the CIO with his or her email address or similar, is taken to have agreed to receive communications from the CIO in electronic form at that address, unless the member has indicated to the CIO his or her unwillingness to receive such communications in that form. - (b) The Charity Trustees may, subject to compliance with any legal requirements, by 42 means of publication on its website: - (i) provide the members with the notice referred to in clause 19(2) (Notice of general meetings); - (ii) give Charity Trustees notice of their meetings in accordance with clause 15(1) (Calling meetings); and (iii) submit any proposal to the members or Charity Trustees for decision by written resolution or postal vote in accordance with the CIO’s powers under clause 18 (Members’ decisions), 18(4) (Decisions taken by resolution in writing), or 19(4) (the provisions for postal voting). ## (c) The Charity Trustees must – - (i) take reasonable steps to ensure that members and Charity Trustees are promptly notified of the publication of any such notice or proposal; and - (ii) send any such notice or proposal in hard copy form to any member or Charity Trustee who has not consented to receive communications in electronic form. ## **23. KEEPING OF REGISTERS** The CIO must comply with its obligations under the General Regulations in relation to the keeping of, and provision of access to, a (combined) register of its members and Charity Trustees. ## **24. MINUTES** The Charity Trustees must keep minutes of all: - (1) appointments of officers made by the Charity Trustees; - (2) proceedings at general meetings of the CIO; 43 - (3) meetings of the Charity Trustees and committees of Charity Trustees including: - the names of the Trustees present at the meeting; - the decisions made at the meetings; and - where appropriate the reasons for the decisions; - (4) decisions made by the Charity Trustees otherwise than in meetings. ## **25. ACCOUNTING RECORDS, ACCOUNTS, ANNUAL REPORTS AND RETURNS, REGISTER MAINTENANCE** (1) The Charity Trustees must comply with the requirements of the Charities Act 2011 with regard to the keeping of accounting records, to the preparation and scrutiny of statements of account, and to the preparation of annual reports and returns. The statements of account, reports and returns must be sent to the Charity Commission, regardless of the income of the CIO, within 10 months of the financial year end. (2) The Charity Trustees must comply with their obligation to inform the Commission within 28 days of any change in the particulars of the CIO entered on the Central Register of Charities. ## **26. RULES** The Charity Trustees may from time to time make such reasonable and proper rules or byelaws as they may deem necessary or expedient for the proper conduct and management of the CIO, but such rules or bye laws must not be inconsistent with any provision of this constitution. Copies of any such rules or bye laws currently in force must be made available to any member of the CIO on request. ## **27. DISPUTES** If a dispute arises between members of the CIO about the validity or propriety of anything done by the members under this constitution, and the dispute cannot be resolved by 44 agreement, the parties to the dispute must first try in good faith to settle the dispute by mediation before resorting to litigation. ## **28. AMENDMENT OF CONSTITUTION** As provided by sections 224-227 of the Charities Act 2011: - (1) This constitution can only be amended: - (a) by resolution agreed in writing by all members of the CIO; or - (b) by a resolution passed by a 75% majority of those voting at a general meeting of the members of the CIO called in accordance with clause 19 (General meetings of members). (2) Any alteration of clause 3 (Objects), clause 29 (Voluntary winding up or dissolution), this clause, or of any provision where the alteration would provide authorisation for any benefit to be obtained by Charity Trustees or members of the CIO or persons connected with them, requires the prior written consent of the Charity Commission. (3) No amendment that is inconsistent with the provisions of the Charities Act 2011 or the General Regulations shall be valid. (4) A copy of every resolution amending the constitution, together with a copy of the CIO’s constitution as amended must be sent to the Commission by the end of the period of 15 days beginning with the date of passing of the resolution, and the amendment does not take effect until it has been recorded in the Register of Charities. ## **29. VOLUNTARY WINDING UP OR DISSOLUTION** (1) As provided by the Dissolution Regulations, the CIO may be dissolved by resolution of its members. Any decision by the members to wind up or dissolve the CIO can only be made: (a) at a general meeting of the members of the CIO called in accordance with clause 19 (General meetings of members), of which not less than 14 days’ notice has been given to 45 those eligible to attend and vote: - (i) by a resolution passed by a 75% majority of those voting, or - (ii) by a resolution passed by decision taken without a vote and without any expression of dissent in response to the question put to the general meeting; or - (b) by a resolution agreed in writing by all members of the CIO. - (2) Subject to the payment of all the CIO’s debts: (a) Any resolution for the winding up of the CIO, or for the dissolution of the CIO without winding up, may contain a provision directing how any remaining assets of the CIO shall be applied. - (b) If the resolution does not contain such a provision, the Charity Trustees must decide how any remaining assets of the CIO shall be applied. - (c) In either case the remaining assets must be applied for charitable purposes the same as or similar to those of the CIO. (3) The CIO must observe the requirements of the Dissolution Regulations in applying to the Commission for the CIO to be removed from the Register of Charities, and in particular: - (a) the Charity Trustees must send with their application to the Commission: - (i) a copy of the resolution passed by the members of the CIO; ## **30. INTERPRETATION** In this constitution: - “ **connected person** ” means: 46 - (a) a child, parent, grandchild, grandparent, brother or sister of the Charity Trustee; - (b) the spouse or civil partner of the Charity Trustee or of any person falling within subclause (a) above; - (c) a person carrying on business in partnership with the Charity Trustee or with any person falling within sub-clause (a) or (b) above; - (d) an institution which is controlled – - (i) by the Charity Trustee or any connected person falling within sub-clause (a), (b), or (c) above; or - (ii) by two or more persons falling within sub-clause (d)(i), when taken together - (e) a body corporate in which – - (i) the Charity Trustee or any connected person falling within sub-clauses (a) to (c) has a substantial interest; or (ii) two or more persons falling within sub-clause (e)(i) who, when taken together, have a substantial interest. Section 118 of the Charities Act 2011 apply for the purposes of interpreting the terms used in this constitution. **“General Regulations”** means the Charitable Incorporated Organisations (General) Regulations 2012. **“Dissolution Regulations”** means the Charitable Incorporated Organisations (Insolvency and Dissolution) Regulations 2012. The **“Communications Provisions”** means the Communications Provisions in [Part 10, Chapter 4] of the General Regulations. 47 **“Charity Trustee”** means a Charity Trustee of the CIO. A **“poll”** means a counted vote or ballot, usually (but not necessarily) in writing. 48 ## **APPENDIX 2: RULES RELATING TO CHARITY TRUSTEES** ## **RULES RELATING TO CHARITY TRUSTEES (SEE ALSO APPENDIX 1)** ## **Functions and duties of the Charity Trustees** The Charity Trustees shall manage the affairs of SicKids (the CIO) and may for that purpose exercise all the powers of the CIO. It is the duty of each Charity Trustee: (a) to exercise his or her powers and to perform his or her functions in his or her capacity as a Trustee of the CIO in the way he or she decides in good faith would be most likely to further the purposes of the CIO; and - (b) to exercise, in the performance of those functions, such care and skill as is reasonable in the circumstances having regard in particular to: - (i) any special knowledge or experience that he or she has or holds himself or herself out as having; and, (ii) if he or she acts as a Charity Trustee of the CIO in the course of a business or profession, to any special knowledge or experience that it is reasonable to expect of a person acting in the course of that kind of business or profession. ## **Eligibility for Trusteeship** - (a) Every Charity Trustee must be a natural person. - (b) No individual may be appointed as a Charity Trustee of the CIO: - if he or she is under the age of 16 years; or - if he or she would automatically cease to hold office under the provisions of clause - 12(1)(e) set out in the constitution. - (c) No one is entitled to act as a Charity Trustee whether on appointment or on any reappointment until he or she has expressly acknowledged, in whatever way the Charity 49 Trustees decide, his or her acceptance of the office of Charity Trustee. (d) At least one of the Trustees of the CIO must be 18 years of age or over. If there is no Trustee aged at least 18 years, the remaining Trustees may only act to call a meeting of the Charity Trustees, or appoint a new Charity Trustee. - (e) Every Charity Trustee must have particular knowledge or experience of either the localities in which the CIO operates or of issues relevant to the people that the CIO serves. ## **Number of Charity Trustees** (a) There must be at least three Charity Trustees. If the number falls below this minimum, the remaining Trustee or Trustees may act only to call a meeting of the Charity Trustees, or appoint a new Charity Trustee. (b) The maximum number of Charity Trustees is seven. The Charity Trustees may not appoint any Charity Trustee if as a result the number of Charity Trustees would exceed the maximum. ## **First Charity Trustees** The first Charity Trustees were as follows on 27 October 2015, and were initially appointed for the following terms: **Andrew Graeme Rowland [for life] Denis James Carter [for four years] Dianne Louise Cook [for three years] Rachel Elizabeth Isba [for three years] Michael James Stuart [for two years]** Following the resignation of Rachel Elizabeth Isba and Michael James Stuart as Trustees, the Board of Trustees appointed Jennifer Brown to be a Trustee. The terms of office of the current Trustees are set out in this Annual Report. 50 ## **Appointment of Charity Trustees** (1) Apart from the first Charity Trustees, every Trustee must be appointed for a term of three years by a resolution passed at a properly convened meeting of the Charity Trustees. (2) In selecting individuals for appointment as Charity Trustees, the Charity Trustees must have regard to the skills, knowledge and experience needed for the effective administration of the CIO. ## **Information for new Charity Trustees** The Charity Trustees will make available to each new Charity Trustee, on or before his or her first appointment: - (a) a copy of the current version of this constitution; and ## (b) a copy of the CIO’s latest Trustees’ Annual Report and statement of accounts. ## **Retirement and removal of Charity Trustees** (1) A Charity Trustee ceases to hold office if he or she: - (a) retires by notifying the CIO in writing (but only if enough Charity Trustees will remain in office when the notice of resignation takes effect to form a quorum for meetings); (b) is absent without the permission of the Charity Trustees from all their meetings held within a period of twelve months and the Trustees resolve that his or her office be vacated; ## (c) dies; (d) in the written opinion, given to the company, of a registered medical practitioner treating that person, has become physically or mentally incapable of acting as a director and may remain so for more than three months; 51 - (e) is disqualified from acting as a Charity Trustee by virtue of sections 178-180 of the Charities Act 2011 (or any statutory re-enactment or modification of that provision). - (2) Any person retiring as a Charity Trustee is eligible for reappointment. ## **Taking of decisions by Charity Trustees** Any decision may be taken either: - at a meeting of the Charity Trustees; or - by resolution in writing or electronic form agreed by all of the Charity Trustees, - which may comprise either a single document or several documents containing the text of the resolution in like form to each of which one or more Charity Trustees has signified their agreement. 52 ## **APPENDIX 3: TRUSTEES’ STATUTORY ANNUAL REPORT 1 APRIL 2024 TO 31 MARCH 2025** ## **Section A: Reference and administration details** **Charity name: SicKids Other names charity is known by:** Not applicable **Registered charity number:** 1164131 **Charity’s principal address:** 26 Chapel Road, Manchester, M22 4JW _**Names of the charity Trustees who manage the charity**_ |**Trustee name**|**Office**|**Dates acted (if not**
**for whole year)**|**Name of person (or**
**body) entitled to**
**appoint Trustee (if**
**any)**| |---|---|---|---| |**Andrew Graeme**
**Rowland**|**Chair of the Board**
**of Trustees**|Not applicable|Not applicable| |**Denis James Carter**|**Head of**
**Communications**|Not applicable|Not applicable| |**Dianne Louise**
**Cook**|**Director of Nursing**|Not applicable|Not applicable| |**Jennifer Anne**
**Brown**|**Director of**
**Operations**|Not applicable|Not applicable| ## _**Names of the Trustees for the charity, if any, (for example, any custodian Trustees)**_ |**Trustee name**|**Dates acted (if not for whole**
**year)**| |---|---| |Not applicable|Not applicable| **Names and addresses of advisors** 53 |**Type of advisor**|**Name**|**Address**| |---|---|---| |Not applicable|Not applicable|Not applicable| ## **Names of senior staff members** |**Position**|**Name**| |---|---| |**Chief Executive**|None| ||| 54 ## **Section B: Structure, governance and management** ## _**Description of the charity’s trusts**_ Type of governing document: **Constitution** How the charity is constituted: **Charitable Incorporated Organisation** Trustee selection methods: **Appointed by the Board of Trustees** ## _**Additional information**_ ## **(Optional information)** You may choose to include additional information, where relevant, about: Policies and procedures adopted for the induction and training of trustees; The charity’s organisational structure and any wider network with which the charity works; Relationship with any related parties; Trustees’ consideration of major risks and the system and procedures to manage them. **As this section of the Statutory Annual Report is optional, the Trustees of SicKids have chosen not to provide information to reduce the administrative burden on the four volunteer Trustees.** 55 ## **Section C: Objectives and activities** ## _**Summary of the objects of the charity set out in its governing document**_ The objects of **SicKids** are: 1. The relief of sickness and the preservation of health among children and young people residing permanently or temporarily in the North West of England or South East Asia. 2. To preserve and protect the health of children and young people living in the North West of England, and in Cambodia, by providing and assisting in the provision of facilities, support services and equipment not normally provided by the statutory authorities. 3. To preserve and protect the health of children and young people living in the North West of England, and in Cambodia, by promoting research for the public benefit in all aspects of safeguarding vulnerable children and children’s emergency medicine. ## _**Summary of the main activities undertaken for the public benefit in relation to these objects**_ ## **(include within this section the statutory declaration that trustees have had regard to the guidance issued by the Charity Commission on public benefit)** In all of the activities of SicKids since registration with the Charity Commission for England and Wales on 27 October 2015, the Trustees have had regard to the Charity Commission’s guidance on public benefit. Since 1 April 2024 SicKids has provided a further donation of sensory equipment to a child protection and looked after children clinic in Manchester. In addition, SicKids has: 56 - Supported the University of Salford’s partnership with M’Lop Tapang (Cambodia) by providing clinical support to the medical team (via telemedicine educational advice clinics) as required throughout the year. - Made arrangements for a Consultant Paediatrician to travel to Cambodia to provide outreach clinical support (which will be reported on in the 2025-2026 year-end report). - Undertaken an outreach visit to Cambodia in October 2024 (at no cost to SicKids) during which our Chair undertook a week of outreach clinics and medical education. There was one adverse event to report this year. The Trustees had agreed a donation of £5000.00 to an NHS Trust in the North West of England to fund equipment for a brand new children’s sensory space in an Emergency Department. The NHS Trust was given a deadline of 31 March 2025 to draw down these funds (consistent with Sickids’ reporting year). The NHS Trust didn’t do so and after the end of SicKids’ financial year the NHS Trust contacted SicKids to say that subsequent to it accepting the terms of SicKids’ donation it transpired that the necessary infection prevention and control authorisation was not in place to enable them to proceed with the sensory space that the NHS Trust had told SicKids that it intended to build. As such it was not possible for SicKids to proceed to donate the £5000.00 awarded to the NHS Trust and it was beyond the end of the financial year therefore not possible to identify an alternative site to which this donation could be made. The Trustees will work to identify a further site during the 2025-2026 financial year. ## _**Additional details of objectives and activities**_ ## **(Optional information)** You **may choose** to include further statements, where relevant, about: - policy on grant making; - policy programme related investment; or - contribution made by volunteers. **As this section of the Statutory Annual Report is optional, the Trustees of SicKids** ## **have chosen not to provide information to reduce the administrative burden on the four volunteer Trustees.** 57 ## **Section D: Objectives and activities** ## _**Summary of the main achievements of the charity during the year**_ In all of the activities of SicKids since registration with the Charity Commission for England and Wales on 27 October 2015, the Trustees have had regard to the Charity Commission’s guidance on public benefit. Since 1 April 2024 SicKids has provided a further donation of sensory equipment to a child protection and looked after children clinic in Manchester. In addition, SicKids has: - Supported the University of Salford’s partnership with M’Lop Tapang (Cambodia) by providing clinical support to the medical team (via telemedicine educational advice clinics) as required throughout the year. - Made arrangements for a Consultant Paediatrician to travel to Cambodia to provide outreach clinical support (which will be reported on in the 2025-2026 year-end report). - Undertaken an outreach visit to Cambodia in October 2024 (at no cost to SicKids) during which our Chair undertook a week of outreach clinics and medical education. There was one adverse event to report this year. The Trustees had agreed a donation of £5000.00 to an NHS Trust in the North West of England to fund equipment for a brand new children’s sensory space in an Emergency Department. The NHS Trust was given a deadline of 31 March 2025 to draw down these funds (consistent with Sickids’ reporting year). The NHS Trust didn’t do so and after the end of SicKids’ financial year the NHS Trust contacted SicKids to say that subsequent to it accepting the terms of SicKids’ donation it transpired that the necessary infection prevention and control authorisation was not in place to enable them to proceed with the sensory space that the NHS Trust had told SicKids that it intended to build. As such it was not possible for SicKids to proceed to donate the £5000.00 awarded to the NHS Trust and it was beyond the end of the financial year therefore not possible to identify an alternative site to which this donation could be made. The Trustees will work to identify a further site during the 2025-2026 financial year 58 ## **Section E: Financial Review** ## _**Brief statement of the charity’s policy on reserves**_ ## _Reserves policy_ SicKids does not have a formal policy for holding reserves. The Trustees have decided that holding reserves is unnecessary as, currently, SicKids employs no staff members and does not have any financial liabilities to any other organisations. ## _**Details of any funds materially in deficit**_ None ## _**Further financial review details**_ ## **(Optional information)** You **may choose** to include additional information, where relevant about: - the charity’s principal sources of funds (including any fundraising); - how expenditure has supported the key objectives of the charity; or - investment policy and objectives including any ethical investment policy adopted. ## **As this section of the Statutory Annual Report is optional, the Trustees of SicKids have chosen not to provide information to reduce the administrative burden on the four volunteer Trustees.** 59 ## **Section F: Other optional information** **As this section of the Statutory Annual Report is optional, the Trustees of SicKids have chosen not to provide information to reduce the administrative burden on the four volunteer Trustees.** ## **Section G: Declaration** **The Trustees declare that they have approved the Trustees’ report above.** **Signed on behalf of the charity’s Trustees:** ## **Signature** |**Full name(s)**|**Professor Andrew Graeme Rowland**| |---|---| |**Position**|**Chair of the Board of Trustees**| |**Date**|15 July 2025| 60 ## **APPENDIX 4: STATEMENT OF FINANCIAL ACTIVITIES (1 APRIL 2024 – 31 MARCH 2025)** ## **INTRODUCTION** SicKids’ constitution was approved and accepted by the Charity Commission on 27 October 2015. As with other charities, the Trustees of SicKids (a CIO) are free to choose any year end which suits the charity’s work, subject to compliance with Charities (Accounts and Reports) Regulation 2008 for England & Wales CIOs. There is no equivalent of the “accounting reference date” for companies. SicKids prepares accounts to a 31 March year-end and this statement of financial activities covers the period **1 April 2024 to 31 March** **2025** . ## **For and on behalf of SicKids:** **Professor Andrew Rowland** OBE CF JP BMedSci(Hons) BMBS(Hons) HonMFPH SFFMLM FAcadMEd FRCEM FRCPCH FRSA Chair of the Board of Trustees 15 July 2025 61 ## **STATEMENT OF FINANCIAL ACTIVITIES** ## **1 April 2024 to 31 March 2025** ||**Unrestricted**
**funds**|**Restricted funds**|**TOTAL**
**funds**|**FURTHER DETAILS**| |---|---|---|---|---| |**INCOME from:**||||| |Donations and legacies|£1,468.61|£150.69|**£1,619.30**|A1| |Other|£28.54|£0.00|**£28.54**|A5| |**TOTAL**|**£1,497.15**|**£150.69**|**£1,647.84**|| |||||| |**EXPENDITURE on:**||||| |Charitable activities|-£351.84|£0.00|**-£351.84**|B2 B3| |Other|-£35.00|£0.00|**-£35.00**|| |**TOTAL**|**-£386.84**|**£0.00**|**-£386.84**|| |||||| |**Reconciliation of funds:**||||| |**TOTAL FUNDS BROUGHT FORWARD (FROM Financial Period to 31 March**
**2023)**|£9,214.23|£219.67|£9,433.90|| |**TOTAL FUNDS CARRIED FORWARD**
**(INTO Financial Period commencing 1 April 2025)**|**£10,324.54**|**£370.36**|**£10,694.90**|| ## **For and on behalf of SicKids:** ## **Professor Andrew Rowland** Chair of the Board of Trustees 15 July 2025 62 ## **NOTES TO STATEMENT OF FINANCIAL ACTIVITIES** **1 April 2024 to 31 March 2025** 63 ## **Notes to statement of financial activities: 1 April 2024 to 31 March 2025** |**INCOME**|**INCOME**| |---|---| ||**Total**
**funds**| |**A1 Unrestricted income from donations and legacies**|| |GiftAid on unrestricted donations|£28.04| |Donations from individual supporters|£0.00| |Charity Rugby Match|£1,000.00| |Contact a Family (salary giving)|£150.00| |Just Giving|£182.47| |Easy fundraising|£108.09| |Paypal|£0.01| ||| ||| |**A1 TOTAL Unrestricted income from donations and legacies**|**£1,468.61**| ||**Total**
**funds**| |---|---| |**A5 Other UNRESTRICTED income**|| |Interest from Co-Op accounts (Unrestricted: current account)|£0.00| |Interest from Co-Op accounts (Unrestricted: reserves)|£28.54| ||| ||| ||| ||| |**A5 TOTAL Other UNRESTRICTED income**|**£28.54**| ||**Total**
**funds**| |---|---| |**A1 Restricted income from donations and legacies**|| |Global Giving (restricted to Cambodia Sensory Spaces)|£150.69| |Global Giving (restricted to UK Sensory Spaces)|£0.00| |GiftAid on restricted donations (if any)|£0.00| ||| ||| ||| ||| ||| ||| |**A1 TOTAL Restricted income from donations and legacies**|**£150.69**| ||| ||**Total**
**funds**| |**A5 Other RESTRICTED income**|| |Interest from Co-Op bank accounts (Restricted: Cambodia Sensory Spaces)|0.00| |Interest from Co-Op bank accounts (Restricted: UK Sensory Spaces)|0.00| |Interest from Co-Op bank accounts (Restricted: Cambodia Outreach Medical)|0.00| ||| ||| ||| |**A5 TOTAL Other RESTRICTED income**|**0.00**| 64 ## **SPENDING** ||**Total**
**funds**| |---|---| |**B2 Unrestricted expenditure on charitable activities**|| |Coral Suite Sensory Equipment|£351.84| ||| ||| ||| |**B2 TOTAL Unrestricted expenditure on charitable activities**|**£351.84**| ||**Total**
**funds**| |---|---| |**B3 Other UNRESTRICTED expenditure**|| |Information Commissioner’s Office Registration|£35.00| |Website|| |Anti-virus / Firewall|| ||| |**B3 TOTAL Other UNRESTRICTED expenditure**|**£35.00**| ||**Total**
**funds**| |---|---| |**B2 Restricted expenditure on charitable activities**|| ||| ||| ||| ||| |**B2 TOTAL Restricted expenditure on charitable activities**|**£0.00**| ||| ||**Total**
**funds**| |**B3 Other RESTRICTED expenditure**|| ||| ||| ||| ||| |**B3 TOTAL Other RESTRICTED expenditure**|**£0.00**| ## **RECONCILIATION** ||**Total**
**funds**| |---|---| |**E Reconciliation of funds (Unrestricted)**|| |Unrestricted funds carried forward from 2023-2024 financial period|£9,214.23| |Unrestricted income (donations and legacies) 2024-2025|£1,468.61| |Other unrestricted income 2024-2025|£28.54| |Expenditure of unrestricted funds 2024-2025|-£386.84| |**E Reconciliation of funds (Unrestricted) TOTAL FUNDS CARRIED FORWARD**|**£10,324.54**| ||**Total**
**funds**| |---|---| |**E Reconciliation of funds (Restricted)**|| |Restricted funds carried forward from 2023-2024 financial period|£219.67| |Restricted income (donations and legacies) 2024-2025|£150.69| |Other restricted income 2024-2025|£0.00| |Expenditure of restricted funds 2024-2025|£0.00| |**E Reconciliation of funds (Restricted) TOTAL FUNDS CARRIED FORWARD**|**£370.36**| 65 ## **For and on behalf of SicKids:** ## **Professor Andrew Rowland** Chair of the Board of Trustees 15 July 2025 66 ## **BALANCE SHEET** ## **31 March 2025** ||**Total**
**funds**|**FURTHER**
**DETAILS**| |---|---|---| |**Fixed assets:**||| |Tangible assets|£0.00|A2| |**TOTAL FIXED ASSETS**|**£0.00**|| |||| |**Current assets:**||| |Cash at bank and in hand|£10,694.90|B4| |**TOTAL CURRENT (CASH) ASSETS**|**£10,694.90**|| |||| |**The funds of the charity:**||| |Restricted income funds|**£370.36**|D2| |Unrestricted funds|**£10,324.54**|D3| |||| |**TOTAL UNRESTRICTED FUNDS**|**£10,324.54**|| |**TOTAL RESTRICTED FUNDS**|**£370.36**|| |||| |||| |**TOTAL OVERALL CHARITY FUNDS**|**£10,694.90**|| |**TOTAL NET ASSETS (Funds plus tangible assets)**|**£10,694.90**|| ## **For and on behalf of SicKids:** ## **Professor Andrew Rowland** Chair of the Board of Trustees 15 July 2025 67 ## **NOTES TO BALANCE SHEET** ## **31 March 2025** ||**31-Mar-25**|| |---|---|---| |||**Total**| |||**funds**| |**A2 Fixed tangible assets**||| |Nil||£0.00| |**A2 TOTAL Fixed tangible assets**||**£0.00**| |||**Total**| |||**funds**| |**B4 Cash at bank (Co-Op Skelmersdale) and in hand**||| |Co-Op Bank Skelmersdale||£10,694.90| |Cash in hand||£0.00| |**B4 TOTAL Cash at bank and in hand**||**£10,694.90**| |||**Total**| |||**funds**| |**D2 Restricted income funds**||| |Held at Co-op Skelmersdale (Restricted income minus restricted expenditure)||£370.36| |**D2 TOTAL Restricted income funds**||**£370.36**| |||**Total**| |||**funds**| |**D3 Unrestricted income funds**||| |Held at Co-Op Skelmersdale (Unrestricted income minus unrestricted
expenditure)||£10,324.54| |**D3 TOTAL Unrestricted income funds**||**£10,324.54**| ## **For and on behalf of SicKids:** ## **Professor Andrew Rowland** Chair of the Board of Trustees 15 July 2025 68