The purpose and importance of a charity’s governing document

The governing document of a charity (also known as its constitution) is a legal document that is required to be prepared before a charity can be set up.

It is essentially a rule book that explains how the charity is run.

A governing document typically includes:

• The type of organisation of the charity.
• The purpose of the charity.
• The powers the charity has to achieve its purpose (fundraise, borrow money, buy property etc).
• The minimum and maximum number of trustees, who can/cannot be a trustee, how trustees are appointed, roles of office-bearers, trustees’ powers and duties.
• How a board meeting can be called, the types of meetings allowed to be held (face to face, virtual etc), how often meetings should be held, the procedure to be followed during the meeting, how decisions can be made, and what the meeting minutes should include.
• How to wind up the charity.
• How to make amendments to the constitution.

For charity trustees to exercise good governance, they must have a thorough knowledge of what is in the governing document. Newly appointed trustees should familiarise themselves with the document.

In addition to a good understanding of the contents of the governing document, the trustees of a charity should also frequently review the document to identify any changes that require to be made. Changes may include, for example, the minimum and maximum number of trustees required, how often meetings are required to be held, whether virtual meetings are allowed as well as face to face meetings, and the amount of notice required for meetings.

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