I am part of a relatively large independant church which is a registered charity. The deed of Trust (1986) states that Trustees may be appointed by the 'elders' (or recognised spiritual leaders), that there should be at least 3 trustees and that trustees receiving remuneration should not be in a majority. Over the past 18months or so, changes to board members and evolving staffing requirements has led to a situation where the 'elders' are now mostly paid staff members - pastors/ministers.

The deed is not explicit concerning the status/configuration of the 'elders' and does not state whether they may be paid or not.

The elders have been seeking to strengthen the board and expect to appoint additional trustees shortly.

A governance query has now arisen as to whether this situation would be acceptable to the Commission and if not, what action may be taken.

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.

I am a paid up member of a charity that is experiencing a lot of difficulties with the chair of the board of trustees. According to our constitution we can call for the chair to be removed but it is a long and drawn out process. We have recieved advice from our national organisation as to how to start the process. Unfortunately the Chair and his wife, the secretary, are unable to meet due to conveniently going on holiday. As we are extremely concerned we would now like to know if in their absence we can call an emergency meeting for their immediate suspension without them being present rather than waiting 21 days. Due to the clear conflict of interest with a married couple having two very influential seats our hands are tied. To get a clearer picture you may need to see our constitution. Is there an email address which I can forward this document to?

I am in the process, along with my partner in setting up an Arts Centre. We are still unsure as to the pros and cons of becoming a CIC as opposed to a Company Ltd. by Guarantee with charitable status. We basically need to take a salary from the business but as the rates are high would also need to benefit from rate relief which I believe we would only be able to do if we had charitable status.

I am on the board of a local arts centre. We have been having difficulty finding new board members and are wondering about offering payments. As a charity we believe we cannot pay trustees; but someone told us the rules had changed. Is this true? We are a bit confused - can you give us some guidance?

I am trying to set up a charitable trust for a small business - two of the trustees are directors/shareholders of the company which is hosting the charitable trust. While the trust will not generate revenue directly for the business it may buy in services ( such as marketing from the business. In the new Charity Commission registration form the section on Private Benefit worries me slightly - are we able to make a statement of this kind and leave it at that or should we go into even greater about the relationship to ensure a smooth registration process. Please advise Thanks very much

We are having problems on recruiting a treasurer. Do you have any got any tips on how we might do this?

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I am working with a membership charity undergoing major reorganisation. Part of this is to update the constitution. I have two questions:

We have had trustees stand down recently and the constitution only provides for electing trustees from the membership at the AGM

We need to bring on new skills and expertise from outside but there is no provision for this.

How do I get this sorted quickly in the short term? And in the long term how does one update the constitution [in this case we probably need to start from scratch]?

Hi Charlie I am at present working with a pre school which is an unincorporated charity. They would like to become incorporated as a company limited by guarantee. The proposed director and company secretary are both employed by the pre-school. I have spoken to the charities commission who have advised me that all the positions must be volunteers and not employed by the group. The pre-school has had no voluntary managed committee for about a year and the two members of staff have been managing it. An option may be to transfer to a CIC but from what I understand all the assets and equipment belonging to the business will not be able to be transfered to the new company as it would not be a charity. Any ideas?