Amending Your Charity's Governing Document: A Practical Guide | LegalDocuments.co.uk

Overview

A charity's governing document is the legal instrument that brings the charity into existence and sets the rules it runs by. Depending on the structure, this could be a trust deed, a constitution, articles of association (for a charitable company), or a CIO constitution.

Whatever form it takes, it defines the charitable objects, who the trustees are, how they are appointed, how meetings run, and how the charity can be wound up. Amending it means formally changing one or more of these provisions. That is not the same as updating an internal policy or reissuing a procedures manual, those sit outside the governing document and can usually be changed by trustees alone.

A governing document amendment has legal weight. For some changes, the trustees have a built-in power to act on their own. For others, members must vote. And for certain fundamental changes, particularly to the charitable objects or anything that benefits trustees, the Charity Commission's prior written consent is required. Knowing which category your proposed change falls into is the starting point for any amendment.

Key steps

1. Work out why the change is actually needed. Before drafting anything, write down what problem the amendment solves. Is it a drafting error, a change in how the charity operates, a response to new law, or a shift in who you serve? Trustees have a duty to act in the charity's best interests, so every proposed amendment should be tied back to a clear benefit for the charity and its beneficiaries rather than administrative convenience alone.
2. Check what your governing document says about amendments. Most governing documents contain an amendment clause that sets out which changes trustees can make, which require a member vote, and which need external consent. Read this clause carefully alongside the rest of the document. If your charity is a company or CIO, you also need to check the Companies Act 2006 or the relevant CIO regulations, because statute overlays the document itself.
3. Decide whether Charity Commission consent is needed. Certain amendments, changes to the charitable objects, provisions about trustee benefits, dissolution clauses, and similar regulated alterations, require the Commission's prior written consent before they can take effect. If your proposed change falls into one of these categories, apply through the Commission's online service and wait for consent before holding any vote or signing any resolution.
4. Follow the correct procedure to pass the amendment. Depending on the structure, this might mean a trustee resolution, a members' special resolution at a general meeting, or a written resolution circulated to members. Give proper notice, circulate the exact wording of the proposed change, and record the vote accurately in the minutes. Charitable companies also need to file the special resolution and amended articles at Companies House within the statutory window.
5. Notify the Charity Commission and update your records. Once the amendment has passed, report the change to the Commission, usually through the annual return or the 'update charity details' service, depending on what changed. Keep a clean copy of the amended governing document, make sure all trustees have the current version, and update anywhere the document is published, including on your website if you host it there.

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