Writing or amending your governing document

Hello and welcome to this recording from Support Cambridgeshire, a partnership of Cambridge CVS and Hunts Forum. This recording is one of several we have developed to help people set up their own community group.

We have made this recording for people who are considering setting up a formal group to benefit others in their local community or who may already be set up and want to amend their governing document. This recording summarises what you need to consider, and we would recommend getting in touch with us to have a chat about what you want to do. There are links to useful information to support you in the transcript document.

What is a governing document?

Your governing document acts as the charity’s “rule book” and should specify the rights and obligations of the charity’s trustees, and any members. It also includes guidance on the way in which the charity can act, helping to ensure that its activities are aimed at benefiting the public and stay charitable. Most charities are regulated by the Charity Commission and it is highly recommended that you use their model documents when creating your governing document. Links to these are with the information alongside this recording. Occasionally an existing registered charity may be unable to find the latest version of its governing document and they can submit an enquiry form to the Charity Commission to obtain a copy.
Charitable governing documents are usually known as constitutions and the Charity Commission offers templates to meet the needs of the different charitable structures. If your group is also registered with Companies’ House as a charitable company, its governing document will be called a memorandum and articles of association. See our recording on structuring your charity for more on this topic.

What should a governing document cover?

The name of your charity and any other names it might also be known as
The purposes you are set up to deliver – they are described as objects when you write them into your document. These are one or more of the 13 charitable purposes outlined in charity law – you can find out more about these in recording 2 of this series, The charity’s income and property must be applied only for the purposes set out in the governing document.
The document will also cover who you will benefit – which might be defined by particular characteristics or geography or both.
How you will operate – if you follow the Charity Commission template it will require you to make some decisions about the numbers of trustees you will have and how many need to be present at a meeting to make a decision, you’ll also need to decide how often you’ll have meetings and if you will have remote and/or face to face meetings. Most charities have a minimum of 2-3 trustees and will require at least 2 to be present to make any decisions. If you are hoping to get some grant funding, you may find some funders will specify how many trustees (who are not related to each other) should be present to make a decision also known as being quorate– it is worth checking what your potential grant funder rules are on this.
The dissolution or wind up clause covers how you will distribute any remaining assets in the event of your charity closing. This stipulates that any assets remaining after any liabilities have been met will be distributed to another charity usually one with a similar mission or location.

Creating an objects clause

The Charity commission templates ask you to fill in your charitable objects. If you are an unregistered charity or association and you are confident your annual turnover will stay below £5000 the wording you use in your objects clause will not be scrutinised by the Charity Commission although it may be seen by supporters and potential funders – so it should still be a good reflection of what your group aims to do, where, for who and how.
The example of a charitable object shown on the slide is provided by the Charity Commission and links to more guidance can be found in the information available in the guidance links.

Example: For the public benefit, the relief and assistance of people in need (what)in any part of the world (where) who are the victims of war or natural disaster or catastrophe (who) by supplying them with medical aid(how).

The Charity Commission provides examples of charitable objects on its website. If one of those describes the aims of your own charity, you can copy it. Your charity registration will take less time if you can use one of those example objects without any alteration.
Another tip is to look on the register of charities to find other recently set up charities with a structure, mission and activities similar to yours and use that as the basis to create your wording. You must write your charitable objects correctly or when you try to register your charity with the charity commission your application may be rejected.

Adopting your governing document

Having completed your document, the next step is for the trustees to sign the document and minute their agreement to adopt the governing document. If you have an income of under £5000 and are an unregistered charity or charitable association you don’t need to send your document anywhere else. Charities registered with a regulator will need to submit their governing document to that regulator.

Amending your governing document

At some point you may need to amend your governing document, for example to keep pace of changes in the law or to enable you to operate more efficiently. An example of this would be, charities established before the use of virtual meetings became commonplace, whose trustees want to be able to meet online but don’t have a provision for this in their governing document.
Your governing document should outline how you go about making necessary alterations. For administrative changes this typically involves creating a resolution outlining the desired change and sending this to the members of the charity who have voting rights (this is not always just the trustees it depends on your structure). Voting members then meet to vote on whether to accept the change. You should inform your regulator of changes to your governing document as soon as possible (Companies’ House should be informed within 15 days). Regulated changes such as to the charity’s objects, trustee benefits, and winding up clause need more consideration and may require the prior consent of the Charity Commission. We’ll look at this in the next 2 slides. If your governing document does not stipulate how you make alterations the charity commission provides guidance on how to go about it.
The The 2022 Charity Act brought in some changes to how charities can amend their governing documents and you should refer to Charity Commission guidance