A meeting held the wrong way produces decisions that are not valid. That is the reason to care about the mechanics of it, and it is a higher stake than the subject usually suggests. An invalid decision can be challenged – by a member, by a funder, or by the Charity Commission – and the challenge tends to arrive long after everyone has acted on it.
Your governing document sets the rules. Where it is silent, the Commission has defaults, and there are three worth knowing before your next meeting.
If your governing document turns out not to say the things it needs to say, governance support is where that gets sorted. What follows is how a meeting should run.
What makes a meeting a meeting
There is no settled legal position on what counts as a valid meeting. The Commission is open about this, and its minimum standard is that everyone present can see and hear each other.
Small boards run past that line constantly. A decision taken on a conference call where nobody can see each other. A decision agreed over email between meetings. A trustee group chat where five people say yes and the thing goes ahead. Unless the governing document specifically allows the charity to do business that way, those decisions may not be valid – and they are usually the ones with no proper record either, so the problem compounds.
Virtual and hybrid meetings need the governing document to say so explicitly. That means changing the definition of a meeting, or adding a clause that permits it, along with clauses covering how notice is given and how votes are held when people are not in the room. If yours predates video calls, changing your governing document covers the process, and this particular change does not usually need the Commission’s authority.
You should also have a separate policy setting out how people joining remotely ask questions, take part in debate, and see documents such as the wording of resolutions. And a rule for what happens when the technology fails – continue if the meeting is still quorate, or adjourn.
What your governing document has to tell you
Before anything else, find out what your own rules say. The things to look for are how meetings must be planned, run and recorded; whether virtual and hybrid meetings are allowed; the quorum; which types of meeting the charity must hold; who can vote and how; and the minimum number of meetings a year.
Two things catch people out. The rules may not be in the governing document itself – standing orders, byelaws or separate rules can carry them, and they count the same. And you must follow them exactly as written. Approximate compliance is not compliance, and decisions made outside the rules may be invalid.
Where the rules are missing, unclear, or no longer workable, the answer is to amend rather than to work around them.
The defaults when your governing document is silent
Three numbers, each for the situation where your own rules say nothing.
Quorum. One third of all the charity’s trustees, plus one. On a board of twelve that is five. This is the Commission’s position for making a decision when there is no time to amend the governing document first, and it is worth knowing before the meeting rather than during it.
Frequency. At least two trustee meetings a year. The Commission also says you should meet more often where carrying out your duties requires it, so two is a minimum rather than a recommendation.
Voting. A simple majority at a quorate meeting. Where a statutory power or the governing document sets a higher threshold for a particular decision, that threshold wins.
Notice, where no period is set, is a minimum of three weeks, counted in clear days – not including the day the notice goes out or the day of the meeting. Charitable companies calling a general meeting must give at least fourteen days and include the full wording of any proposed special resolution.
Calling the meeting
The secretary usually calls the meeting, supports the chair through it, and takes the minutes. Plenty of small charities have no secretary, in which case a trustee or a member of staff does the job – and the governing document may say something about how that works.
The notice should carry the date, time and venue, or the platform and joining details for a virtual meeting. With it go the papers: the agenda, the previous minutes, the financial information, any reports, and the exact wording of any resolutions to be voted on.
Papers go out with the notice. Handing them round at the start of the meeting turns scrutiny into a reading exercise, and a board that first sees a set of accounts when it is asked to approve them is approving something it has not read.
One rule specific to charitable companies. Five per cent of the voting members can require the trustees to call a general meeting. The meeting must be called within 21 days of the request and held within 28 days of the notice, and if the trustees do not call it, the members can call it themselves.
The agenda
Three items the Commission expects to see. A standing item on conflicts of interest, so declarations happen at every meeting rather than annually. An item on the charity’s financial position and performance. And any other business, so something urgent can be raised.
Then the change that alters how a meeting runs, and which almost no small board makes: mark which items are for discussion and which need a decision. A board that knows it is deciding something behaves differently from a board that thinks it is being updated. Where a decision is likely to be examined later, how trustees should make decisions that hold up covers what the reasoning needs to show.
Length is a judgement, not an accident. There has to be enough time for proper discussion, questions and any votes. An agenda with eleven items and ninety minutes has already decided that most of them will be waved through.
Quorum, and who counts towards it
Only trustees count towards the quorum at a trustee meeting.
That is the trap. Trustee meetings often include the chief executive, sometimes a member of staff taking minutes, occasionally an adviser, consultant or a beneficiary invited for one item. The room can look full, and the meeting can be inquorate, and anything decided in it is open to challenge.
Anyone invited who is not a trustee should be there for the items they are there for, and not beyond them.
Quorum also needs reviewing rather than inheriting. A quorum written for a board of twelve becomes unworkable on a board of five, and a charity that cannot reach its own quorum cannot make valid decisions at all – which is a governing document problem rather than a diary problem.
Everything above only counts if the record shows it. The Trustees Meeting Minutes Template is a structured Word template built around CC48, with blocks for attendance and quorum, conflict declarations, resolutions and voting outcomes, and the reasoning behind each decision, plus guidance notes on what to record and what to leave out.
Chairing
Check who chairs. If the governing document does not say, the trustees appoint someone for the meeting. Also check whether the chair has a casting vote where a vote is tied, because some governing documents give one and some do not, and assuming either way is how a disputed decision gets made twice.
The thing almost no small board does: appoint a deputy to chair any item where the chair has declared a conflict of interest. Not note the conflict and carry on chairing. Hand over the item. A conflict managed by mentioning it is not managed, and conflicts of interest in practice sets out what managing one involves.
The chair’s other jobs are ordinary and easy to skip. Making sure there is time for questions. Making sure one person or one faction does not dominate. Making sure votes are held properly. For virtual and hybrid meetings, making sure the people joining remotely can take part rather than watch, which is what the Commission’s suggestion of a moderator is for.
Voting, and what follows it
At a face-to-face trustee meeting, a show of hands is usually enough. Online, the equivalents are raised hands, a poll, a vote typed into the chat, or each trustee saying yes or no in turn. What matters is that every trustee can vote and that the result is clear.
Proxy votes, postal votes and votes by email are only available if the governing document allows them. General meetings have their own considerations, including the right of members of a charitable company to demand a poll rather than a show of hands.
Then the part worth stating at the meeting itself. Every trustee is collectively responsible for every decision the board makes, including one they missed, one they sat out, and one they voted against. The duty does not stop at supporting the decision, either. Trustees have to make sure it is carried out. If you were outvoted, that is on the record, and the decision is still yours. The wider duties are covered in what charity trustees do.
When a meeting has to stop
Adjournment covers the meeting that ends before the agenda does. A fire alarm. Trustees leaving so the meeting is no longer quorate. An overrun with people who have to go. Technology failing at a virtual meeting in a way nobody can fix.
The governing document should say when a meeting can be adjourned, whether a vote is needed, when it reconvenes and what notice is required. The chair should ask those present to agree, and should say plainly that the meeting is being adjourned; a meeting that fades out because people drift off is not adjourned, it is abandoned, and the status of anything decided in its final minutes is unclear.
When the meeting reconvenes, the chair recaps briefly. New items added to the agenda need whatever notice the rules require.
The record
Minutes are the written legal record of the meeting, and what they must capture, how long to keep them and how they are approved and signed are covered in charity record keeping and meeting minutes. The short version: quorum on the record, conflicts and how they were managed, decisions with the exact wording of resolutions, the reasoning, and the actions agreed.
The question to put to your board
If a decision from your last meeting were challenged tomorrow, could you show the meeting was properly called, that it was quorate, that conflicts were handled, and that the vote was held the way your rules require.
Most boards find three of those four straightforward and one uncomfortable. Book a call if the uncomfortable one is worth sorting before it matters.
