Trustees and governing documents

debbie-steventonDebbie Steventon is an online content designer at the Charity Commission. She has worked for the commission for over 12 years, in customer-facing roles such as the contact centre, managing a team of expert advisers.

The governing document is the ‘rulebook’ for your charity; it is an essential and legal document. Depending on your charity’s structure, your governing document is likely to be one of the following:

  • Constitution
  • Trust deed
  • Articles of association

What your governing document should tell you

A well-written governing document will tell you many of the things you need to know about your charity and will contain the answers to many frequently asked questions, such as:

  • what the charity exists to do (its purposes, as explained in its objects clause)
  • the kinds of activities that it can undertake to further those purposes, what powers it has and any limits on them
  • who the trustees are, how many trustees there should be and how they are appointed and removed
  • how to call meetings and what notice periods to give to call an annual or special general meeting (AGM or SGM)
  • how to change the governing document, and which rules can be changed
  • whether the charity has members and, if so, who can be a member and what their rights and responsibilities are
  • how to close the charity down.

Good governance

Time and time again, the commission finds that serious concerns about a charity have their root causes in weak governance. All too often trustees have failed to comply with their governing document.

You and your co-trustees are responsible for ensuring that your charity carries out its purposes and follows its rules. You can’t do this without knowing what your governing document says.

Trustees may need to review it from time to time, to ensure that it continues to meet the charity’s needs.

If your charity appoints a new trustee, give them a copy of the governing document and emphasise the importance of it. It should be regularly referred to and copies should be made available at AGMs and SGMs.

The commission’s guidance, The essential trustee: what you need to know, what you need to do (CC3), highlights and gives practical examples of how to avoid some common pitfalls. By ensuring you understand your governing document, you can feel confident that you’re running your charity in a legal and effective way.

Contacting the Charity Commission

People often contact the commission with questions about the way their charity should be run – but their governing document contained the answer all along. Sometimes the commission can only find out the answers by reading your governing document, so it makes sense to check it yourself first and potentially save time.

Each year the commission get requests for copies of governing documents, and in some cases repeat requests. Which must mean that sometimes it’s being used for a specific purpose, then discarded. It’s really important for your charity to get into the habit of holding a copy of the governing document and to make sure that every single trustee has access to a copy.

If you don’t have a copy of your governing document, or don’t know what it is, ask your fellow trustees.

Remember that if you think you need to contact the commission, first:

  • discuss the matter with the other trustees
  • check your governing document.

If your charity doesn’t have a copy, of course it’s fine to ask the commission to provide one (if your charity is registered), but make sure you then keep that safe and take copies for all the trustees.

Read more about governing documents


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