Before you do anything, check your governing document

During Trustees’ Week, the Charity Commission highlights one of the main duties of trustees: keeping within your charity’s rules.

The governing document is the ‘rulebook’ for your charity. Depending on your charity’s structure, your governing document is likely to be one of these:

• constitution
• trust deed
• articles of association

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

People often contact the commission with questions such as these. 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 look at it yourself first.

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 in to the habit of holding a copy of the governing document and to make sure that every single trustee has access to a copy.

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.

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

Knowing where your governing document is, and ensuring you understand it, may save you time. The answer to your questions may be in the governing document, which means you don’t have to contact the commission.
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 a registered charity), but make sure you then keep that safe and take copies for all the trustees.

The governing document is essential to your charity. You and your co-trustees may need to review it from time to time to ensure that it continues to meet the charity’s needs. Governing documents are legal documents.

Read more about governing documents.

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.
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. Read the commission’s guidance The essential trustee: what you need to know, what you need to do (CC3), which 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.