Taking charity minutes – for trustee and other key meetings – may seem a hum-drum task. Maybe so, but proper minute-taking is vital – as the trustees of Marie Stopes International recently found out to their embarrassment.

Public outcry

Marie Stopes International provoked public outcry by its decision to award its chief executive a £434,500 pay package. The Charity Commission asked the charity’s trustees to explain their decision and in particular how they weighed up its inevitable impact on the charity’s reputation. In response the Marie Stopes trustees told the Commission that a proper and robust discussion had taken place. But they had to admit they were unable to evidence that discussion as it was neither properly noted nor minuted.

A legal duty

Charity trustees have a legal duty not only to follow “the principles of trustee decision making”, but also to be able to show they have done so.

Properly kept minutes provide a factual record of meetings held and decisions made. They also have an important legal function. They enable trustees to show that they have “acted properly” and complied with their legal duties.

“Acting properly”

According to the Charity Commission, “acting properly” means

• acting only within the trustees’ powers
• acting in good faith and only in the interests of the charity
• making sure they are sufficiently informed
• taking account of all relevant factors
• ignoring any irrelevant factors
• managing conflicts of interest
• making decisions that are within the range of decisions that a reasonable trustee body could make

Taking time

Big decisions should not be rushed. Charity trustees are well advised to take time to stand back from making big decisions and to ask themselves:

• whether they have given it enough time and consideration; 
• whether they have they missed anything;
• whether they have, or should have, taken and considered professional or other specialist advice, and if so but they have not followed the advice or guidance, whether this can be justified;
• whether such a decision is one the charity’s beneficiaries, members or supporters would expect the trustees to make;
• whether they can justify the decision in all the circumstances;
• whether or not this decision is consistent with previous decisions;
• and whether there are any grounds for anyone to say the trustees are acting unreasonably.

Charity minutes “musts”

For big decisions, be sure to record the “big five” essentials of taking charity minutes:

• what the trustees decided 
• the main reasons for your decision
• the factors you considered or decided to disregard
• whether you took advice, from whom, and (where appropriate) your reasons for not following any advice you took
• the key points of your discussion

So even if things go wrong, there will be no “Marie Stopes” embarrassment. Minutes like these will evidence beyond doubt the excellence of the trustees’ decision-making process.

Image by Free-Photos from Pixabay

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Geoffrey Hand

Geoffrey Hand is a charity governance consultant, offering governance consultancy and training. He also provides legal services management, helping charities get better value for money from their lawyers. Geoffrey has extensive experience in the charity and legal worlds, and his mission is to help charities deliver good governance.

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