Trustee Appointment and Removal Resolutions for Charities | LegalDocuments.co.uk

What this document is

A trustee appointment or removal resolution is a formal written record of a decision taken by a charity's board, its members, or another body empowered under the governing document, to bring a trustee in or take one out. Resolutions of this kind serve two purposes.

First, they create a clear paper trail showing that the decision was taken properly, by the right people, following the process set out in the charity's constitution or trust deed. Second, they give the charity something concrete to rely on when updating records held by the Charity Commission, Companies House (if the charity is also a company), banks, HMRC, and anyone else who needs proof of who the trustees are.

The main legal backdrop is the Charities Act 2011, together with the charity's own governing document, which nearly always contains specific rules on how trustees come and go. Getting both layers right is what keeps the appointment or removal legally sound.

How to use this document

1. Check eligibility and disqualification. Before anyone is proposed as a trustee, confirm they are not disqualified under the Charities Act 2011. This covers things like unspent convictions for dishonesty, bankruptcy, and being on the disqualified directors register. You should also check any age or residency requirements set by the governing document, and ask the candidate to sign a declaration confirming they are eligible to act.
2. Follow your governing document to the letter. Every charity's constitution, trust deed, or articles of association sets out how trustees are appointed and removed, including who has the power to do it, what notice is required, and what majority is needed. Read those clauses carefully before taking any action. If the governing document conflicts with what feels like common practice, the document wins, and cutting corners here is one of the most common sources of later disputes.
3. Pass a properly recorded resolution. The decision should be taken at a quorate meeting of trustees or members, or by written resolution if your governing document allows it. Minute the discussion, record who voted for and against, and note any abstentions or declared conflicts of interest. The resolution itself should name the individual clearly, state the effective date, and reference the clause in the governing document that authorises the decision.
4. Complete onboarding or offboarding properly. For a new trustee, arrange induction, share the governing document and recent accounts, brief them on their duties, and add them to any relevant insurance or banking mandates. For an outgoing trustee, recover charity property, remove them from bank signatory lists, update any mandates, and confirm in writing that their duties have ended. Skipping these practical steps causes real problems further down the line.
5. Update the statutory registers and filings. Notify the Charity Commission of the change through the charity's online account, usually within a short window of the decision. If the charity is also a company or a CIO, additional filings may be needed at Companies House or on the CIO register. Keep the signed resolution, minutes and supporting paperwork in the charity's records for inspection if ever required.

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