Trustees, Members and Governing Rules
This section covers the people who run and own a charity and the rules that govern them. It is relevant to anyone who is a charity trustee, is thinking of becoming one, administers trustee appointments and resignations or needs to change the charity's governing document.
What is the difference between trustees and members?
Trustees are the people responsible for running the charity and making its decisions. In a charitable company they are also its directors. Members, in a charitable company or a charitable incorporated organisation (CIO), are the people who own the organisation in the sense that they vote at general meetings, typically elect the trustees and must approve changes to the governing document. In some charities the trustees are the only members; in others there is a wider membership. The sections below keep the two roles separate so that you can find the right documents for each.
How are the sections organised?
The first four sections deal with trustees: their duties and eligibility, appointing and accepting resignations from trustees of charitable companies and CIOs, managing conflicts of interest and trustee conduct and the Companies House identity verification requirements that apply to the trustees of a charitable company.
The next two deal with members of a CIO and members of a charitable company: joining, leaving and certificates of membership.
The last three contain the resolutions for changing a governing document, with a separate section for a CIO, a charitable company and an unincorporated charity or trust, because each follows a different route and some changes need the Charity Commission's consent.
Trustee meetings, minutes and written resolutions are in the Meetings and Decisions section. Registers of trustees and members are in the Records, Reporting and Compliance section.
- Trustee Role, Eligibility and Fitness
- Appointments and Resignations: Corporate Charities
- Conflicts of Interest and Trustee Conduct
- Identity Verification for Charitable Company Trustees
- CIO Members
- Charitable Company Members
- Changing a CIO Governing Document
- Changing a Charitable Company Governing Document
- Changing Unincorporated Charity and Trust Governing Documents
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Frequently Asked Questions
Because CIOs and charitable companies are membership bodies: the members are the constitutional layer above the board. Typically they appoint or elect trustees, approve constitutional changes and receive the annual report and accounts at any members' meeting. In many small charities the same people fill both roles, but the two capacities remain legally distinct and their decisions are recorded separately. The templates in this group handle the member-side administration for both structures.
Yes, and it is the commonest arrangement in small charities. A foundation model CIO makes the trustees the only members by design; an association model CIO has a wider membership. A CCLBG can likewise limit membership to the trustees or open it up. The choice affects who controls trustee appointments and constitutional change, so it is a governance decision, not paperwork. Whatever the overlap, keep member decisions and trustee decisions in separate minutes.
Both structures need a register of members, but the legal source differs. A CCLBG keeps the statutory register of members under the Companies Act, recording each member's name and address and the dates they joined and left; since 18 November 2025 it no longer has to keep its own registers of directors, secretaries or people with significant control. A CIO keeps the register its constitution requires. Both benefit from a simple current members list for banks and funders alongside the authoritative register. Certificate templates for each structure are in this section; the register and list templates are in the Records, Reporting and Compliance section.
Follow your constitution or articles: usually a written application, a trustee decision to accept, entry in the register of members and optionally a certificate of membership; leaving is by written resignation or under cessation provisions, with the register updated. The register entry is what makes membership effective in a CCLBG, so never skip it. This section provides membership application, acceptance and certificate templates for CIOs and charitable companies, plus a CIO member resignation template. The register templates are in the Records, Reporting and Compliance section.