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Appointing a Committee of the Board

Board Minutes – Appointment by Trustee Board of a Committee

CO.CHA.144

Charity trustees have overall legal responsibility for the management and administration of their charity. It is not always practical for the charity trustees to make every decision, however, and delegation of powers of the trustees often occurs in charities, large and small. 

Forming a committee will allow certain decisions to be delegated. These Board Minutes – Appointment by Trustee Board of a Committee should be used when a board of trustees (directors) of a charitable company limited by guarantee wishes to delegate decisions about certain matters and for that purpose they need to approve the appointment of two or more trustees (directors) so that those trustees can act as a committee of the full board.

For charitable companies limited by guarantee which have articles in the form of our model articles which you can see here, article 7 permits delegation of the trustee board’s powers to a committee of at least two trustees (directors). This will be particularly useful if the charity’s board is made up of three or more trustees (directors) as will be usual in the case of larger charities and it is not practical for the whole board to meet.

The model articles specify that a committee’s members must be trustees (directors) of the company. If your charity’s model articles include the same article about delegation therefore, none of the committee members may be an employee or volunteer of the charity. It is usual for all of the committee members to be trustees - even if the articles allow non-trustees (directors) to be members - since any decisions made by a committee of the trustee board remain the responsibility of the whole board of trustees.

Charities deciding to delegate to a committee should consider which decisions should be delegated. Should the delegation cover a particular subject matter, transaction or project with a specific end date or should it be largely unlimited? These board minutes are drafted to enable you to make the necessary adjustments for the specifics of your charity’s individual situation.

The terms of reference and reporting back procedures of any committees should be laid down in writing and agreed by the full board of trustees. (All acts of a committee should be fully and promptly reported to the board of charity trustees.)

These Board Minutes - Appointment by Trustee Board of a Committee are in open format. The requisite details should be inserted into the highlighted fields or the wording can be adjusted to suit your purposes. Wording in square brackets is optional. If it is required, then the brackets should be deleted and the wording within them retained. If the wording is not required, then it can be deleted.

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