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Amending a Royal Charter

The Privy Council Office would be grateful if bodies wishing to amend their Charters and/or by-laws could bear in mind the information provided in this note.

Early consultation with the Privy Council Office at the drafting stage is strongly recommended. It allows the Privy Council’s Advisers to provide informal comments and help shape proposed amendments before they are put to members for approval. However, you should be aware that any previously unseen, formally resolved, amendments will always run the risk of not being approved by the Privy Council. This could result in significant delay and expense for the submitting organisation.

The minimum material that the Privy Council will need, in addition to the text of the proposed amendments themselves and a tracked-changes copy of the Charter and/or by-laws demonstrating the amendments, is a note setting out as concisely as possible their purpose and effect. This should briefly explain the reasons why the change is considered desirable, the changes that are proposed and an explanation of how the amendments achieve this. The note need not be long and detailed, but it should give the reader the essential background and a feel for what is being requested.

The Privy Council Office will always consult those Government Departments with a policy interest in the body requesting the amendments and the Charity Commission, if appropriate.

Engineering Institutions should consult the Engineering Council, and, so far as is possible, resolve any issues that arise in discussion before sending proposals to the Privy Council Office. The amendments themselves should be submitted in electronic form. The notes below give guidance on formatting. Following formal adoption of the necessary resolutions we will require a signed and sealed version of the resolutions, with a certificate that they have been duly passed in accordance with the requirements of the Charter and by-laws.

The formal resolutions to amend the Charter and/or by-laws should always contain a latitude clause enabling textual amendments to be agreed without the need to repeat all the formalities provided for in the Charter. Wording such as “subject to such changes as the Privy Council may require and which are agreed by the Institute” should be suitable for this purpose.

Guidance on formatting

  1. Amendments to Charters and to by-laws should be set out in separate documents, as separate Orders are required for each using Word.
  2. Amendments should be listed in the order in which they occur in the document being amended.
  3. Amendments should be set out as commands using the five words “delete”, “insert”, “substitute”, “re-number” and “re-letter”.
  4. Padding such as “delete the word” and “in its entirety” should not be used: so for example:“Delete ‘Chairman’ and substitute ‘Chair’.”
    rather than
    “Delete the word ‘Chairman’ and substitute the word ‘Chair’.”and

    “Delete by-law 5.”
    rather than
    “Delete by-law 5 in its entirety.”

  5. Re-numberings should be implemented as they arise. So for example a typical sequence might be:“Delete by-law 7.”
    “Re-number by-laws 8-17 as by-laws 7-16.”
    “In by-law 10 as re-numbered, delete… “
  6. All amendments to a single Article of a Charter or a single by-law should be contained in one numbered paragraph. Sub-paragraphs are denoted by letters in brackets and further subdivisions by lower-case Roman numerals. So, for example:”In by-law 1 –
    delete ‘Institution’ and substitute ‘Institute’.”

    “In by-law 3 –

    (a) in paragraph (c) delete “Associates”;

    (b) in paragraph (d) :-

    (i) Delete “Board” and substitute “Council”;

    (ii) After “Corporate” insert “and Non-Corporate”;

    (c) in paragraph (f)….”

  7. Formulations such as “wherever it occurs” can be used to indicate repeated changes, though amendments using this approach should list the Articles or by-laws affected. So, for example –1. delete “Chairman” wherever it occurs in by-laws 1, 3-6, 8 and 10 and substitute “Chair”.
  8. Care should be taken to ensure that amendments are unambiguous, particularly where words occur more than once in the text being amended. So, for example –1. In by-law 1, after “Corporate” where it occurs for the second time insert “or Non-Corporate”.If this approach leads to potential confusion consider quoting more words to render the reference unique, as, for example –1. In by-law 1, after “shall send to each member” insert “at his or her registered address”.
  9. Amendments should be submitted in electronic form only. Normal word-processing conventions should be used for formatting text. In particular, tabs and spaces should not be used for positioning words on the page (use the standard indent commands instead) and “hidden” tables should be avoided (i.e. if a table is included please leave the cell borders visible). Microsoft Word format is preferred (with a .docx extension). Any documentation submitted to this Office will be subject to the Freedom of Information Act 2000.
  10. Further help and guidance is available from your contact at the Privy Council Office if you need it and you are welcome to contact us.