What is our governing document?
Your church or charity should have a document which sets out its charitable purposes and its powers, as well as the rules concerning membership, trusteeship and decision-making. Your governing document might be called a ‘constitution’, ‘trust deed’ or ‘articles of association’.
When and why should we review our governing document?
Your charity’s vision and activities are likely to develop over time, so you should review your charity’s governing document on a regular basis to ensure it is still fit for purpose. In the last edition of Sharpen, we considered how to review and update your charity’s objects. This time we will focus on other key aspects of your governing document.
Questions to consider
- What powers does your charity have? Are these wide enough to cover your activities?
- How are members and trustees appointed and by whom? Do these processes engage all the relevant stakeholders, for example users of any services your charity provides?
- What is the minimum and maximum number of trustees? Is your board big enough to draw in different skills but small enough to be manageable?
- How do you keep track of trustee terms of office, any limit on the number of terms they can serve and any requirement for retirement by rotation?
- Do you have suitable provisions for the removal of a trustee, for example if he or she is absent from a stated number of consecutive meetings, ceases to subscribe to your Statement of Faith or becomes mentally incapacitated?
- Do you have appropriate provisions for handling conflicts of interest with integrity and transparency?
- Can members’ and trustees’ meetings be held online? How about hybrid in-person/remote meetings?
- Can notices of meetings and written resolutions be sent to trustees and members by email?
How do we change our governing document?
If you’ve realised that your governing document needs to be updated, the process will depend on the legal form of your charity (trust, company, CIO or unincorporated) and where in the UK you’re based.
- For charities registered in England & Wales, see: gov.uk/guidance/how-to-make-changes-to-your-charitys-governing-document
- For charities registered in Scotland, see: oscr.org.uk/managing-a-charity/making-changes-and-reorganising/making-changes-to-your-charity/making-changes-to-your-charity
- For charities registered in Northern Ireland, see: charitycommissionni.org.uk/manage-your-charity/changing-your-charitys-governing-document
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Rachel Steeden
Rachel is a solicitor with 17 years’ experience advising private clients and charities. She enjoys working closely with clients and their advisers to help donors make complex gifts effectively and tax-efficiently.
She is a member of the Charity Law Association, STEP Special Interest Group for Philanthropy, Lawyers in Charities and Lawyers’ Christian Fellowship. She is also on CityWealth's prestigious Top 10 Philanthropy Advisors 2024 list.
Rachel and her husband Derek lead a Bible study group at their church in central London.
They’re passionate about Church Planting in the UK and overseas, Bible translation and The Local Church.
