Duties & the regulator
What are a trustee's legal duties, in one breath?
Six things (from Charity Commission guidance CC3): follow your governing document and the law; act in the charity's best interests; manage resources responsibly; act with reasonable care and skill; ensure the charity carries out its purposes for public benefit; and ensure it's accountable — accounts filed, records kept. Everything else in governance is these six wearing different outfits.
When is our annual return actually due?
Within 10 months of your financial year end. Year end 31 March? Due by 31 January. All registered charities must keep their details up to date with the Commission; those with income over £10,000 (and all CIOs) must file the annual return itself. Charitable companies also file with Companies House — on a different, 9-month deadline, which catches people out. Our free compliance calendar template works your dates out for you.
Do our accounts need an audit or independent examination?
Broad brush: under £25,000 income, neither is required by the Commission (though your governing document or a funder may say otherwise); over £25,000, you need at least an independent examination; over £1 million (or over £250,000 with assets above £3.26m), a full audit. Check gov.uk's charity accounting thresholds for your exact case — and always check your governing document, which can be stricter than the law.
What counts as a "serious incident" we'd have to report?
Significant harm to people the charity works with; major financial loss, theft or fraud; safeguarding allegations; significant data breaches; or anything that seriously damages the charity's reputation or operations. The test is significance, not embarrassment — the Commission's guidance on serious incident reporting has examples. Report promptly, honestly, and with what you're doing about it; boards get into trouble for concealing, rarely for reporting.
Meetings & minutes
What makes a meeting quorate — and what if we're not?
Your governing document sets the quorum — commonly three trustees or one-third of the board, whichever is greater, but yours may differ. If you're inquorate you can meet and discuss, but you can't make binding decisions; minute the discussion, mark decisions as provisional, and ratify them at the next quorate meeting. Chronically inquorate? That's a recruitment problem wearing a procedure costume.
How long do we have to keep minutes?
Keep board minutes permanently — they're the charity's institutional memory and may matter decades later (property, safeguarding history, legacies). Committee minutes: ten years is a widely used rule of thumb. Financial records: at least six years. It costs nothing to keep a PDF forever; it can cost dearly not to have one.
Do we have to publish our minutes?
There's no general legal duty to publish board minutes. Your governing document may give members inspection rights, and charitable companies and CIOs have specific rules around member resolutions — but for most boards, publishing a summary is a choice (and often good practice), not an obligation. Safeguarding and staffing items should never be in a published version.
Can we hold meetings and vote by video call or email?
If your governing document allows virtual meetings (many were updated after 2020), video meetings are fine — minute them like any other. Email decisions are shakier: many governing documents require a "written resolution" signed by all trustees, not a casual email thread. If yours is silent on all this, updating it is a tidy little agenda item for your next quorate meeting.
People & conflicts
Can trustees be paid?
For being a trustee: generally no — it's a volunteer role, and that's the sector's superpower. Out-of-pocket expenses: yes, always fine, and good practice to offer. Paying a trustee (or their business) for a service — say, doing the charity's plumbing: possible, but only under specific conditions with the conflicted trustee out of the room, and check your governing document first. When in doubt, the Commission's guidance on trustee payments is the place to look.
How do we handle a conflict of interest properly?
Three steps, minuted each time: declare it (at the start of the meeting, and on a register reviewed yearly); withdraw — the conflicted trustee leaves for that item and doesn't vote; record — the minutes note the declaration and how it was managed. Most conflict trouble isn't wickedness, it's awkwardness — nobody wanted to embarrass Margaret. The procedure exists so nobody has to.
How many trustees do we need, and how long can they serve?
Your governing document rules, but the Charity Governance Code recommends at least three unconnected trustees (and no more than about twelve), terms of around three years, and a suggested maximum of nine consecutive years — after which a break, not banishment. Long-serving trustees are treasures; term limits just make sure the treasure gets refreshed.
We can't recruit trustees. What do we actually do?
You're in the majority — 79% of boards carry a vacancy. What works: write a proper role description (what, how long, what support); advertise beyond word of mouth — Reach Volunteering, local CVS boards and community noticeboards are free; offer a chat before a commitment; and fix the experience — a board with good papers, short meetings and minutes that appear promptly is dramatically easier to recruit to. That last one, we can help with.
Money & policies
Which policies do we legally need?
It depends what you do: safeguarding policies if you work with children or adults at risk (and the Commission expects them); a written health & safety policy if you have five or more employees; data protection compliance (and usually ICO registration) if you process personal data. Beyond the strictly legal, the Commission expects a reserves policy and conflict-of-interest handling, and funders increasingly ask for financial controls. Our free policy review schedule template lists the lot with sensible review cycles.
What's a reserves policy and why does everyone bang on about it?
It's your board's considered answer to "how much money should we hold back, and why?" — usually expressed as months of running costs. There's no magic number: three to six months is common, but the right answer follows from your risks. What the Commission actually requires is that you've *thought about it* and written the thinking down; what it criticises is hoarding or hand-to-mouth with no rationale either way.
Do we have to hold an AGM?
Only if your governing document says so. Membership charities and charitable companies usually must; foundation-model CIOs and many trusts don't have to at all. If yours requires one, follow its notice periods and quorum to the letter — a defective AGM is a classic way for decisions to unravel later. And if you hold one anyway by tradition, that's fine too: democracy rarely hurts.
Got a question that isn't here?
Unlimited quick governance questions by email are part of Secretary Support (£49/month) — or just ask when we do your minutes. A person answers, usually the same day.
Ask us — one question free