Writing your governance document

stack of white papers clipped, charity governance documents

Writing your governance document

Your governance document sets out your charitable purposes and how your charity should be managed and run.

It is a legal document that, in effect, works as your charity’s rulebook. It governs how you operate and acts as a guide for employees and other stakeholders.

What does a governance document need to contain, and how do you write it?

What should a governance document contain?

A governance document will usually include:

  • The purposes or objectives of the charity
  • What the charity can do to help it achieve these objectives, such as borrowing money
  • The details of the trustees and who can be a member
  • How trustees are recruited and appointed
  • How many trustees are required to make a decision
  • How internal disputes will be resolved
  • How often trustee meetings are held and their format
  • Any rules regarding the payments of trustees, investments and holding land will be included in the document
  • How the charity can be wound up
  • The rules regarding payments to trustees, charity investments and land holdings
  • Amendment provisions that can change the governing document, including its objectives
  • Dissolution provisions detailing how the charity can be wound up

How to write your governance document

The charity commission provides template documents to help you write your governance document.

It’s important to choose the right document for your charity. These are:

  • Constitution (for unincorporated associations)
  • Charitable Incorporated Organisation (CIO) foundation or association constitution (for CIOs)
  • Memorandum and Articles of Association (for charitable companies)
  • Trust Deed or Will (for trusts)

Your governing document names and the titles of trustees will be different depending on the particular legal structure of your charity. For instance, an unincorporated association has a constitution rather than a governing document and management committee members rather than trustees.

Charitable purposes

The charity’s purpose is what it is set up to achieve. The charitable purposes have to fall within one or more of the purposes that are listed in the Charities Act and be for the public benefit.  All charities are legally required to follow what is set out in their governing document. This will include making sure that the charity’s activities remain within the charitable purposes and that any new activities are permitted within the charity’s purposes. Charities are legally required to follow what is set out in their governing documents.

When writing your charitable purposes it’s important to be precise and use simple language. Any vague or ambiguous words should be avoided. If you include any technical terms these should be explained. You need to identify what the purposes of your charity are, but don’t make it so restrictive that your organisation isn’t able to grow, develop and adapt to changing circumstances and challenges.

You should only include the purposes that your charity will carry out immediately or in the near future. More can be added later. Your governance document should also list the activities that trustees can do to help the charity carry out its purposes.

For more advice about writing your governance document, please speak to the expert charities team at Wilder Coe. We will be happy to help.

Charlotte Willmore
Audit Manager at Wilder Coe
Charlotte has experience in the supervision and preparation of statutory accounts, management accounts including tailored client-specific analysis and service charge accounts as well as the audit of statutory accounts and preparation of Corporation tax returns for companies.