How often do trustees of a charity have to meet?

Empowering Members to Elect their Board

An incorporated charity with members:

a) Each year a third of the board retires, two thirds continue and because there are vacancies, and no one opposes, those who retired are reappointed. The board does not change. This might discourage new trustees.

Is there a better way? Is there a way that would only appoint trustees who were elected by a majority ballot of members and make sure that you always had at least 3 trustees? If so what might the wording be?

b) Article 33(2), below. What might the particulars comprise in “stating the Particulars”

c) Article 38, below. Could this mean that a director (unpopular with the members) could retire at an AGM, avoiding not being elected by the members, only to be reappointed by the board the next day?

===== Extract from Mems and Arts===========

30. At the first annual general meeting all the trustees shall retire from office, and at every subsequent annual general meeting one third of the trustees who are subject to retirement by rotation or, if their number is not a three or a multiple of three, the number nearest to one third shall retire from office: but, if there is only one trustee who is subject to retirement by rotation he shall retire.

31. Subject to the provisions of the Act, the trustees to retire by rotation shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or were last reappointed trustees on the same day those to retire shall ( unless they otherwise agree among themselves ) be determined by lot.

32. If the Charity at the meeting at which a trustee retires by rotation, does not fill the vacancy the retiring trustee shall, if willing to act, be deemed to have been reappointed unless at the meeting it is resolved not to fill the vacancy or unless a resolution for the reappointment of the trustee is put to the meeting and lost.

33. No person other than a trustee retiring by rotation shall be appointed or reappointed a trustee at any general meeting unless: (1) he is recommended by the trustees; or (2) not less than fourteen nor more than thirty-five clear days before the date appointed for the meeting, notice executed by a member qualified to vote at the meeting has been given to the Charity of the intention to propose that person for appointment or reappointment stating the particulars which would, if he were so appointed or reappointed, be required to be included in the Charity’s register of trustees together with a notice executed by that person of his willingness to be appointed or reappointed.

34. No person may be appointed as a trustee (1) unless he has attained the age of 18 years; or (2) in circumstances such that, had he already been a trustee, he would have been disqualified from acting under the provisions of Article 38.

35. Not less than seven or more than twenty-eight clear days before the date appointed for holding a general meeting notice shall be given to all persons who are entitled to receive notice of the meeting of any person ( other than a trustee retiring by rotation at the meeting ) who is recommended by the trustees for appointment or reappointment as a trustee at the meeting or in respect of whom notice has been duly given to the Charity of the intention to propose him at the meeting for appointment or reappointment as a trustee. The notice shall give the particulars of that person which would, if he were so appointed or reappointed, be required to be included in the Charity’s register of trustees.

36. Subject as aforesaid, the Charity may by ordinary resolution appoint a person who is willing to act to be a trustee either to fill a vacancy or as an additional trustee and may also determine the rotation in which any additional trustees are to retire.

37. The trustees may appoint a person who is willing to act to be a trustee either to fill a vacancy or as an additional trustee provided that the appointment does not cause the number of trustees to exceed any number fixed by or in accordance with the Articles as the maximum number of any trustees. A trustee so appointed shall hold office only until the next following annual general meeting and shall not be taken into account in determining the trustees who are to retire by rotation at the meeting. If not reappointed at such annual general meeting, he shall vacate office at the conclusion thereof.

38. Subject as aforesaid, a trustee who retires at an annual general meeting may, if willing to act, be reappointed.

In a recent reply (“How can these directors avoid personal liability?”, 11 July), you said:

“No-one who is involved in the running of an organisation can absolutely ensure that they will never suffer any loss as a result of that involvement.”

This led our trustees to a discussion on the potential for personal liabilities to impact negatively on board recruitment; and from there to the issue of risk management generally. Are you aware of any general resources available regarding techniques for managing risk in the not-for-profit sector?

Hello Charlie

I have a question concerning a small charitable pre-school (unincorporated) who have run into difficulties. They have a new board of trustees replacing the last one which was found to be involved in a series of 'incidents' of mismanagement of funds e.g. the current board have to pay out £300 per quarter for a photocopier that they do not have (and cannot find) and are liable to the lease company for the whole cost of the machine - £3000. The manager of the setting left because had been taking money from the group and HMRC are demanding payment for unpaid tax of £8000. This is just a sample of their current difficulties. Their current level of debt is around £20k.

Their local CVS has come in to bail them out and they have come to an agreement to pay back £10 per month which is all they can afford at the moment.

They would like to know about becoming an incorporated charity . The new board are keen to turn this group around and put in place all the necessary processes to ensure that the above doesn’t happen again. In view of their current liabilities would they be able to incorporate as a CLG - they understand that they may have to take on the liabilities of the previous board but am not sure how this would be viewed by either Charity Commission or Companies House?

On behalf of one of our member village halls: one of the members of their management committee (who is also the premises licence holder for the hall) has asked me if their would be any issues if he was to become the caretaker for the hall too, a role which he would be paid for. Please could you advise me on this, and if it would be acceptable to the Charity Commission.

A small not for profit business with two directors wishes to expand its board but the founding directors want to retain control of major decisions - should they seek non executive directors? Should these be paid ? Or can they set up a board but retain the controlling interest in some other way?

About 12 months ago I resigned from the staff of a church (a registered charity), where I had been the general operations manager and part of the senior leadership (but not a trustee). I have continued to serve as part of the leadership as a volunteer. Due to a number of changes within the leadership over the past 18 months, I am now being asked to stand as a Trustee.

Can you advise what responsibility I would be accepting as a Trustee and whether my past relationship and employment with the organisation would have a bearing on those responsibilities? (e.g. actions/decisions by past trustees, in particular during my previous period of employment). Many thanks.

A small charitable organisation is paying an accountant to be their Treasurer. I understand that this is acceptable to the Charity Commission if in the best interests of the charity and they have no other suitable person to do the job. If this person is Treasurer should they then also be a trustee and are there likely to be any other issues in this situation? Many thanks

Our organisation is constituted as a Company Ltd by Guarantee and has 5 directors. Our Chair also works for a company which provides PR Services to us under contract. We have a register of directors' interests under which her other company is stated and we also have an agreement that if any discussions arise regardign PR issues in Directors' Meetings, Anna will take no part in the discussion so as not to have any influence. Anna has been told by third parties that she's in a potentially "difficult" position. I don't want to lose this very good supportive director. What can I say to reassure her?

Our committee is a 'family affair', is this ok ? We have the Chair, who's the mother-in-law of the treasurer; the vice chair is the chair's sister; they 'run' the whole operation themselves, we have no regular meetings, the chair takes it upon herself, with the treasurer, to recruit staff & handle other staffing issues, keep the accounts, annual returns, etc.... Oh and the chair is also employed by the 'committee' too,... so basically she (as part of the committee) employs herself, while they supervise her issues (i.e performance management) so we don't get a say if she, let's say 'starts to slack' in her role, she's just left to get on with it & god forbid if any of the committee dare to try & speak up against it.......... Do you have any suggestions ??