Governing Documents for UK Charities: A Trustee's Guide | LegalDocuments.co.uk

Overview

A charity's governing document is the foundational written instrument that creates the charity and tells the world how it is meant to operate. Depending on the legal form chosen, it might be called a constitution, a trust deed, articles of association, or a CIO foundation or association document.

Whatever the label, it does broadly the same job: it records the charitable objects, describes the trustees' powers, sets out how meetings and votes work, and explains what happens to the assets if the charity ever winds up. The Charity Commission treats these documents as the starting point for almost every regulatory question.

When trustees ask whether they can pay themselves, enter a particular contract, merge with another organisation or change what the charity actually does, the answer usually lives inside the governing document. Trustees are under a legal duty to act within its terms, and straying outside those terms can amount to a breach of trust.

For that reason, understanding what your document says, and what it doesn't say, is one of the most important jobs a trustee takes on.

Key steps

1. Identify the legal form of your charity. Before you can make sense of a governing document, you need to know which type of entity you're dealing with. Unincorporated associations, charitable trusts, charitable companies limited by guarantee and Charitable Incorporated Organisations (CIOs) each use different documents, and the rules about amending them differ too. Check the Charity Commission register if you're unsure.
2. Read the objects clause carefully. The objects clause is the single most important part of the document because it defines what the charity is allowed to do. Every activity, grant, campaign and partnership must fall within those objects. Narrow objects protect focus but can feel restrictive later; broad objects offer flexibility but may dilute purpose. Trustees should revisit the wording periodically to check it still matches reality.
3. Map the powers and restrictions on trustees. Look for clauses covering trustee appointment, removal, quorum, conflicts of interest, delegation, and payment. Many older documents prohibit any form of trustee benefit, while newer ones follow Charity Commission model wording that allows limited payments under controlled conditions. If the powers you need aren't in there, you may need Commission consent before you act.
4. Check the amendment and dissolution clauses. At some point most charities need to change their rules, perhaps to modernise governance, update objects, or allow remote meetings. The document will usually set out who can approve changes, what majority is needed, and which alterations require Charity Commission authorisation. The dissolution clause matters too, because it dictates where any remaining assets go if the charity closes.
5. Keep the document live, not filed and forgotten. New trustees should receive a copy at induction, and the board should review the document against actual practice every few years. If meetings, decision-making or membership arrangements have drifted away from what's written down, either practice or the document needs to change. Keeping the two aligned is part of good governance and reduces the risk of invalid decisions.