Can your charity staff sack the trustees?

You might think your charity’s employees can’t kick out your board of trustees.  Decisions made by your charity’s trustees will always trump those made by members of staff, right?

Unfortunately, that is not always the case. It really matters how your charity’s constitution is written. If you’re not careful, your charity’s constitution may allow the tail to not just wag the dog, but sack the dog.

A true story

A charity was having problems with a senior employee who was also a member of the charity. The charity trustees suspended the employee and invoked their disciplinary process. The suspended employee recruited new members, and lobbied both new and existing members to join together to oust all the charity’s trustees.

“Remove all the trustees from office”

The first the trustees knew of trouble brewing was an email to their Chair demanding an Extraordinary General Meeting of Members (EGM) to consider a resolution “forthwith to remove all the trustees from office”.

The trustees turned to the standard-form “off-the-peg” constitution of their CIO (Charitable Incorporated Organisation), in the hope and expectation that they would find the process unconstitutional and that their members could not sack the trustees.

But no, the standard CIO constitution, adopted now by over 12,000 charities, expressly entitles members to call for meetings and expressly sets out a process for members to remove trustees.

Happy ending

These charity trustees requested my help. We could not stop the EGM, but we successfully de-railed the resolution to remove the trustees.

We are now tailoring this charity’s constitution to ensure it works the way its trustees want. Happily the trustees remain in office, and their charity is once again in good heart.

Bespoke or off the peg constitution?

The standard-form charity CIO constitution is a carefully-crafted, well-balanced off-the-peg document, designed to meet the needs of most charities.

But you can be much more confident of your charity’s well-being and of the ability of your charity trustees to manage it properly if you test the standard-form against these 10 questions.  If you answer “yes” to any of these, then you need a bespoke CIO constitution.

Do you want your constitution to:

• set out how people can apply for membership?
• have a qualifying time before a new member can vote?
• expressly impose conflict of interest rules on members voting at a general meeting?
• prevent employees also being members?
• prevent members removing trustees?
• enable trustees to remove trustees?
• prevent all trustees being removed without proposing replacement trustees?
• set a maximum continuous term a trustee can serve?
• require a prospective trustee to be a member
• require advance notice and profile for a prospective trustee?

Get some help

But don’t learn the hard way – by experience – learn from mine.

A strong bespoke constitution should enable your charity’s trustees to concentrate their time and energy on delivering your charity’s objectives, and save you from time-consuming and stressful distractions.

Whatever your charity’s legal structure, I’ll happily take a look at your constitution and work with you to ensure it is fit for your charity’s individual needs.  Just get in touch, to get my help.

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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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