I am a Trustee of a charity that is also a company limited by guarantee, providing childcare services. We have recently been in discussions with a major national charity about a takeover, although we would retain our brand which has local recognition. The Board are all in favour of a takeover, not least because it will save us from a precarious financial situation and help to secure the future of an important local service.

However we have hit a couple of governance issues about which we have been in discussion with the Charities Commission and I am hoping you can help:

1. According to our Mem and Arts, our current parents and full time staff are members. The articles of association provide that ":the quorum at any general meeting is one half of the total number of members present in person; and "no business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business". Although all staff and parents are invited to the AGM, in recent years and particularly since the charity has expanded (to 3 sites) we do not get enough members to make up a quorum and to be honest the Board have been slow to realise that this was the case. The CC is saying that decisions at AGMs where this is the case may be invalid, including the voting on of a number of Trustees.

Do you think it is reasonable, if we can prove that the majority of Trustees were elected by a quorum of members (most of them are long standing from a time when the charity was very small) and if the Trustees who were elected where a quorum was not present "stepped down" the Board decisions are still valid?

2. The other issue is that the practice of asking parents and staff to sign a membership form has fallen by the wayside over the last couple of years. This means that although we have a list of members by dint of them being current staff and parents, there has been no process to cease their membership on leaving. Despite this, can it be argued that the provisions of the mem and arts i.e. current parents and staff, automatically exclude ex staff and parents from membership ? Thank you

With regard to a Company Limited by Guarantee, what is the actual legal requirement for the register of members? I know that a register must be kept at the registered office; but is a signed membership form for each member a requirement, or could the membership be confirmed in another way (e.g. recorded in the minutes of a meeting where all members were present)?

We are an Infrastructure Organisation, a Company limited by guarantee, and a registered Charity. We have a system of membership to our organisation; - It works by organisations filling out a membership form which is signed by a representative of the organisation. The board approve or reject the application at their next meeting.

The form does not include any guarantee by the applicant that they will contribute in any way to the liabilities of the company if it were to fold up. Every year we have an annual meeting and we allow representatives of those organisations those who we consider to be members to vote at this meeting.

My question is about the legal status of this "membership". Please could you explain the difference between being a "member_of_our__organisation" (for operational purposes) and being a "member_of_the_company" for legal purposes? Which type of member would have the right to vote at the AGM, and if we have got it wrong, how could we arrange things so that member organisations can vote at the AGM?

Our charity is considering inviting corporate membership and public membership and would like to know where to find practical guidance and information on the subject.