A primer on governing documents
Originally published: March 2017
It is a legal requirement for UK charities to have a governing document. This document acts as a rulebook, containing essential information for the operation of your charity. Trustees must have a copy of the governing document and refer to it regularly.
Are there different types of governing documents?
For charities in England and Wales, the Charity Commission recommends using one of their model governing documents as either a template or a reference. Using one of these models as a template makes it easier to register your charity.
There are four types of governing documents, depending on your charity's legal structure — so make sure you choose the right one:
- Constitution (for unincorporated associations)
- Charitable Incorporated Organisation (CIO) foundation or association constitution (for CIOs)
- Memorandum and Articles of Association (for charitable companies)
- Trust Deed or Will (for trusts)
If you choose to use one of the Charity Commission's model governing documents, you must complete the template in full and select all of the options that apply to your charity. It then needs to be signed and dated.
If you're setting up a charity associated with a national organisation, you'll likely need to use their own governing document template (without changes or additions). For reference, check out this list of national organisations with approved governing documents.
Note that a governing document must be formally approved, which can be done by its adoption at a meeting — for example an annual general meeting if you're a membership organisation. It needs to be signed by the trustees when it's adopted and dated the day of the meeting at which it was agreed. It's also essential that it's shown and recorded in the minutes of the meeting.
For Scottish charities, check out additional guidance on writing your governing document as well as choosing a model template.
Similarly, the Charity Commission for Northern Ireland has produced five model governing documents, which you can use — depending on your charity's legal structure — and edit as needed.
What should a governing document include?
A governing document must contain the following elements:
- Name: the registered name of the charity and, for trusts and unincorporated associations, the power to amend the name
- Objects: the purpose of the charity, what the charity is set up to achieve and who'll benefit from the charity's work (beneficiaries)
- Powers: what trustees can do to carry out the charity's purposes
- Trustees: how many trustees can be appointed, who's eligible to be a trustee, how to appoint trustees, length of a trustee term and whether trustees can be reappointed
- Meetings and voting: how many meetings will be held a year, how meetings will be arranged, how a chair will be appointed, and how votes will be made and counted
- Membership (if applicable): the criteria for memberships, such as who can be a member, any age restrictions, how membership meetings are called and how to end someone's membership
- Financial requirements: description of how the charity will meet legal accounting requirements, who controls the bank account, how a treasurer will be appointed, who can sign cheques and whether two signatures are needed, and any internal financial controls
- Trustee benefits: explanation that any trustee benefits from the charity require approval from the Charity Commission (unless the benefit is authorised in the governing document or considered a reasonable expense)
- Amendments: whether trustees can change the governing document (including its charitable purposes) and, if so, the protocol (including when Charity Commission approval is needed and how amendments are recorded)
- Dissolution: how to close the charity and what happens to remaining charitable assets (which can be used for charitable purposes only)
What if the governing document needs to be amended?
The procedure for amending a governing document should be included in the governing document itself. If amendments need consent from the applicable regulator, the application process will depend on the regulator.
For charities in England and Wales, the Charity Commission requires:
- Details of the changes being made to the governing document
- Specific reasons for the amendments
- The date of the meeting at which the changes were agreed
For charities in Scotland, the Office of the Scottish Charity Regulator must be notified of any changes to a governing document. Some changes — such as modifying the wording to your charitable purposes — require the regulator's consent.
For charities in Northern Ireland, making changes to how your charity is run is more straightforward than making amendments to your charitable purposes. There are also specific rules for unincorporated charities and charities that double as a charitable company. In these cases, it is best to follow guidance from the Charity Commission for Northern Ireland.
Some charities don't have the power in their governing document to make changes. If you're not sure whether this is the case for your charity, seek professional legal advice.
The Charity Commission: How to write your charity's governing document (CC22b) (2014)
Office of the Scottish Charity Regulator: Governing documents and meetings
VoluntaryWorks: Constitutions and governing documents
The Charity Commission: Changing your charity's governing document (CC36) (2011)
The Charity Commission for Northern Ireland: Changing your charity's governing document
The Charity Commission for Northern Ireland: Model governing documents