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Governing Documents

Governing Documents

A governing document is the rule book by which your group or organisation will operate alongside Charity Law and Company Law. The legal form or structure your organisation takes will determine what type of governing document you have.

Unincorporated Association - Constitution

The governing document used by unincorporated associations is called a 'constitution'. This is the most straightforward and flexible governing document. Having a written set of rules gives the group a status and enables the group to be clear about why they exist, who will run the group, how the group will run, how decisions will be agreed, and how funds will be administered, how the group will be accountable to its members, what happens when the group closes.   


Charitable Trust  - Trust Deed.

A trust deed sets out the framework in which the trustees will operate the trust.  This will include powers and responsibilities of the trustees, how the trustees can be appointed and removed, how money will be granted and invested and how the deed can be altered. Like an unincorporated association, a charitable trust does not have its own legal existence. This means that actions taken by a charitable trust are the responsibility of the individual trustees.


Incorporated Companies (including Company Limited by Guarantee, Community Interest Company (CIC)) - Memorandum and Articles of Association

Memorandum: Company’s name, registered office, objects, powers and liability

Articles: All limited companies must have articles of association. These set the rules company officers must follow when running their companies and can include, for example, calling and participating in meetings, quorum, voting procedures, proposing and adopting resolutions, conflicts of interest, appointment and termination of directors, directors expenses, amendment to articles etc


Charitable Incorporated Organisation (CIO) - Constitution

The governing document of a Charitable Incorporated Organisation (CIO) is a constitution. There are two forms of constitution for a CIO

Foundation – Constitution of a Charitable Incorporated Organisation whose only voting members are its charity trustees.

Association – Constitution of a CIO with voting members other than its charity trustees. The governing document of a Company registered with Companies House is the Articles of Association 


Registered Society -  Constitution or Rules

The legal basis for Registered Societies is provided by Co-operative and Community Benefit Societies and Credit Unions Act 1965 A Registered Society will be either a cooperative society or a community benefit society.  The society is run by at least three members and there are different options for governing rules which can include incorporation and limited liability. Members will hold voting rights in general meetings and elect the management committee. A register of members and officers, which must also be made available for the public, must be kept.


Note about the language used in different Governing Documents 

The langauge used to describe who runs the group varies depending on the legal structure of your organisation. All new groups should have at least three founding members who will run the group and make decisions. 

In an unincorporated Association they are referred to as a management committee.

When a group is registered with the Charity Commission the people running the group are considered to hold the assets of the registered charity ‘in trust’ for the benefit of the people the charity is set up to help.  They are commonly referred to as Trustees.

When a group becomes incorporated, the people running the group are the company’s directors.