A charity must follow any rules in their governing document about who appoints new trustees, when, and how, new trustees are appointed and who can be a trustee – the governing document may impose conditions
Co-opted trustees are found most commonly in unincorporated associations or charitable companies where the charity has a membership. Their appointment is under express provisions in the governing document allowing the trustee body to fill vacancies on an ad hoc basis or to supplement the skills of existing trustees.
Trustees may be appointed in a number of different ways – for example:
- they can be nominated by the other trustees or by another organisation, such as a local authority
- they may be elected by the charity’s members
- they may become a trustee by virtue of a post which they occupy, such as a mayor or mayoress of a town, the chief executive of a local health trust or the head master of a school; such trustees are known as ‘ex officio’ trustees
Other than in the case of ex officio trustees, the appointment of a trustee becomes effective only once a prospective trustee has formally agreed to accept the trusteeship. The trusteeship may then begin immediately, or on a specified date.
Following the appointment of a new trustee, trustees must ensure that the Commission is notified of the appointment as soon as possible
You and your co-trustees must make sure that everything your charity does helps (or is intended to help) to achieve the purposes for which it is set up, and no other purpose. This means you should:
- ensure you understand the charity’s purposes as set out in its governing document
- plan what your charity will do, and what you want it to achieve
- be able to explain how all of the charity’s activities are intended to further or support its purposes
- understand how the charity benefits the public by carrying out its purposes
Spending charity funds on the wrong purposes is a very serious matter; in some cases trustees may have to reimburse the charity personally.
More details can be found here
Check your charity’s governing document to see if it has a procedure for removing trustees.
You usually need a good reason to remove a trustee, such as if they have done something that damages your charity’s reputation.
If your charity is a company, you have the right to remove a director, providing you follow the correct procedures. You have this right under the Companies Act 2006, regardless of what else is written in your articles of association.
You can hold a vote of no confidence to encourage someone to resign as a trustee. This could be part of your charity’s rules for removing a trustee, or written into its governing document. If it isn’t part of your charity’s rules, the vote has no legal power and the trustee won’t have to resign.
More details can be found here
Rules for Charity Meetings
Your charity’s governing document should say how and when you should organise meetings and how to vote on decisions. You must do these things exactly as the governing document says. If you don’t, any decision you make during a meeting could be invalid.
If your governing document isn’t clear about meetings, you should think about adding to it (or agreeing extra rules). For example:
- who can attend the meetings (most meetings are just for the trustees)
- how often and when you should hold meetings
- the minimum number that must attend a meeting so that decisions can be made properly (called the quorum)
- how you deal with charity trustees who have a conflict of interest
Having the right rules in place for meetings will help you to make decisions effectively, manage conflicts of interest appropriately and deal with problems.
Your charity’s objects or purposes, and the rules for how it should operate are set out in its Governing Document.
Only change your governing document if it’s in your charity’s best interest to do so. For example, if:
- your charity’s purposes aren’t a practical or appropriate way to meet the need it was set up for any more
- your governing document doesn’t say who your charity’s trustees are or how they are appointed
- provisions explaining how you must run the charity (for example, how to arrange meetings) are no longer relevant or practical
As trustees, you’ll need to decide that the change is necessary and what it should be. You can make some changes yourself but others need Charity Commission permission.
More detailed information can be found here