Charity board meetings are full of legalese that sounds important but mostly isn’t. Here’s what you’re actually being asked, and why you should probably apply to be a trustee.
What is a trustee?
More straightforward than it sounds
A trustee is a volunteer who sits on the board of a charity and is legally responsible for how it’s run. Together with the other trustees, you make sure the charity operates within the law, spends its money on its stated purposes, and is managed well enough to keep existing.
Most trustee boards are made up entirely of volunteers. Paid staff (including any Chief Executive) run the day-to-day. Trustees set the direction, provide oversight, and are ultimately accountable to the Charity Commission, to regulators, and to the people the charity exists to serve.
The job sounds more intimidating than it is. Charities of all sizes need people with a wide range of backgrounds, not just lawyers and accountants. If you care about what an organisation does and can commit a few hours a month, you probably have something to offer.
In England and Wales, the Charity Commission regulates charities. In Scotland it’s OSCR; in Northern Ireland, the CCNI. Wikimedia UK, for example, is registered with the Charity Commission for England and Wales.
Your duties as a trustee
Six things the law expects of you
The Charity Commission sets out six core trustee duties. They sound weighty but mostly boil down to common sense and good faith.
Ensure the charity pursues its purposes - Everything the charity does should serve its stated aims. If it’s a charity for digital access, it shouldn’t be spending money on unrelated things.
Act in the charity’s best interests - Your job is to act for the charity. Not for yourself, your employer, or whoever nominated you. You can have opinions; you can’t have undisclosed conflicts.
Manage resources responsibly - Don’t take undue risks with money or assets. Have a reserves policy. Have a budget. Know what’s in the bank.
Act with reasonable care and skill - Apply whatever expertise you have. You’re not expected to know everything, but if you’re a lawyer, that expertise is relevant when the board reviews a contract.
Ensure the charity is accountable - File accounts on time. Keep records. Be transparent with the regulator. Mostly handled by staff, but trustees are ultimately responsible.
Act only within your powers - Check what your governing document permits before doing something significant. “We thought it was probably fine” is not a great defence.
You’re personally responsible, meaning if the charity does something seriously wrong under your watch, the Charity Commission can hold individual trustees to account. In practice this requires serious mismanagement or misconduct. Acting in good faith and attending meetings keeps you well clear.
Types of meeting
What you’ll actually be sitting through
Charities typically hold two types of formal meeting: the AGM and regular board meetings (sometimes called trustees’ meetings or Council meetings, depending on the structure).
The AGM is the annual public-facing meeting where members (if the charity has them) elect or re-elect trustees, receive the annual report and accounts, and transact any formal business. Some charities open AGMs to the public; others are members-only.
The board meeting is where the actual governance work happens. Reviewing finances, approving budgets and policies, discussing strategy, making decisions about the organisation’s direction. Typically quarterly, though some boards meet monthly.
(Many smaller charities combine both. A “board meeting with AGM business” at the start is perfectly normal. What gets properly minuted matters more than what you call the meeting.)
Resolution reference
What you’ll be asked to vote on, and what it means
Accounts & Reports
Receive / approve the Annual Report and Accounts
The charity presenting its financial statements and trustees’ annual report. Charities with income over £25,000 must file these with the Charity Commission. Over £250,000 they require independent examination. Over £1 million, a full audit.
As a trustee, you’re approving documents you’re personally responsible for. Worth actually reading them before the meeting rather than just nodding them through.
Trustee Elections
Elect or re-elect a trustee
Voting to bring someone onto (or keep someone on) the board. Most governing documents set term limits, typically three-year terms, sometimes with a maximum of two or three consecutive terms before a mandatory break. This is good practice: it prevents boards from becoming stagnant and keeps the door open for new people.
Consider: are they attending meetings? Are they engaged? Does the board have an appropriate mix of skills, backgrounds, and perspectives? Diversity of experience genuinely improves governance.
Appoint a co-opted trustee
Most governing documents allow the board to co-opt additional trustees between AGMs, to fill a skills gap or replace someone who has resigned. Co-opted trustees usually serve until the next AGM, when they can stand for formal election.
Co-option is a useful tool but shouldn’t become the primary recruitment method. If the board is regularly co-opting rather than holding open elections, it’s worth asking why.
Elect the Chair, Treasurer, or Secretary
Officer roles are usually elected by trustees at a board meeting, not by members at the AGM (though this varies by governing document). The Chair facilitates meetings and acts as the board’s spokesperson. The Treasurer oversees financial governance. The Secretary handles administrative and filing obligations.
Small charities sometimes struggle to fill the Treasurer role. You don’t need to be an accountant; you need to be comfortable asking questions about the finances and making sure someone competent is handling the bookkeeping.
Independent Examination & Audit
Appoint an independent examiner or auditor
Charities with income between £25,000 and £1 million require an independent examination, which is a lighter-touch review than a full audit. Above £1 million (or if required by the governing document), a full audit is needed. Formally appointed by members at the AGM.
Governing Document
Amend the governing document (constitution / articles)
The governing document (whether it’s a constitution, memorandum and articles, or trust deed) sets out what the charity exists to do and how it must operate. Amending it typically requires a special resolution, often two-thirds or three-quarters of members voting in favour, and significant changes may need Charity Commission approval.
Changes to the charitable objects (the purposes) are particularly significant and will need Charity Commission sign-off. “Just tidying up the language” is fine; “updating our objects to reflect our new direction” needs careful scrutiny.
Convert to a Charitable Incorporated Organisation (CIO)
Some unincorporated charities vote to convert to a CIO, a legal structure that gives trustees limited liability protection. Personal assets aren’t at risk if the charity is sued, as long as trustees have acted properly. A sensible step for charities taking on staff or significant assets.
Conversion involves re-registering with the Charity Commission and transferring all assets and contracts to the new entity. Procedurally involved but usually worth it for the liability protection.
Finance & Policy
Approve the annual budget
Trustees formally approve the charity’s budget for the coming year. This translates strategic priorities into actual spending plans and is one of the more substantive decisions a board makes.
Don’t rubber-stamp a budget presented by staff. Ask: does this reflect our priorities? Are income projections realistic? What’s the plan if income comes in lower than expected?
Approve or review the reserves policy
The reserves policy sets out how much money the charity should hold in reserve (typically three to six months of operating costs) and why. The Charity Commission expects charities to have a written reserves policy and explain it in the annual report.
Too little reserve means vulnerability to a drop in income. Too much sitting idle can be hard to justify to funders. The right level depends on the organisation’s risk profile.
Approve the conflicts of interest policy
A written policy for how trustees declare and manage conflicts of interest. For example, if a trustee’s employer is a supplier to the charity, or a trustee’s family member applies for a staff role. The Charity Commission strongly recommends all charities have one.
The policy is only useful if it’s actually followed. There should be a standing item at the start of each meeting for trustees to declare relevant interests.
Authorise trustee expenses or benefits
Trustees must not benefit from the charity unless the governing document specifically permits it and the Charity Commission is notified (for significant benefits). Reimbursing reasonable out-of-pocket expenses is fine and should be documented.
If the resolution involves paying trustees for work beyond normal trustee duties, check the governing document carefully. The rules around trustee payments are strict.
Approve a significant contract, grant, or transaction
Large financial commitments (a significant grant award, a new lease, an unusual expenditure) typically require formal board approval rather than being signed off by staff alone. Your governing document or delegated authority policy should specify what threshold requires board sign-off.
Make sure there’s a clear delegated authority policy. Discovering after the fact that someone committed the charity to something significant is uncomfortable for everyone.
Winding Up
Dissolve or wind up the charity
If the charity is closing, a formal resolution is needed. Any remaining assets must be transferred to another charity with similar purposes. They cannot be distributed to members or trustees. The Charity Commission must be notified.
Before voting on dissolution, make sure there’s a clear plan for assets and any staff. “We’ll figure it out afterwards” is not acceptable governance.
Becoming a trustee
It’s more accessible than you might think
There is no formal qualification required. You need to be over 16 (for CIOs) or 18 (for most other charities), not be bankrupt, and not have been disqualified from acting as a trustee or company director. That’s about it.
Most charities recruit through open advertising, word of mouth, and co-option. Reach Volunteering and CharityJob both list trustee vacancies. Many organisations also recruit through their communities. If there’s a charity whose work you care about, it’s completely reasonable to ask directly whether they’re looking for trustees.
Good boards actively look for people who will ask questions, bring different perspectives, and say “I’m not sure I understand that, can we come back to it?” Not people who will just agree with everything. If you’ve ever sat in a meeting thinking “why are we doing it this way?”, that instinct is an asset on a board.
The Charity Commission’s The Essential Trustee is a readable one-hour guide covering the legal basics. Worth reading before your first board meeting, or before deciding whether to apply.
Many organisations (open source foundations, local community groups, sports clubs, housing associations) have governance structures similar to charities even if they’re not registered as one. The principles here apply broadly.
tl;dr
A trustee is a volunteer who is legally responsible for how a charity is run. You don’t need to be a specialist. You need to turn up, ask questions, and act in the charity’s interests rather than your own.
At an AGM: vote to receive the accounts (but read them first), engage thoughtfully with trustee elections (diversity and attendance matter), and scrutinise any proposed changes to the governing document.
At a board meeting: the important votes are on budgets, significant financial commitments, and policies. Don’t rubber-stamp things. The whole point of a board is that multiple people with different perspectives scrutinise decisions before they’re made.
And if you’ve been wondering whether you could be a trustee somewhere, you probably could. Boards need people who will actually engage more than they need people with impressive CVs.
Not legal advice. Primarily covers England and Wales; Scotland and Northern Ireland differ in some respects. For complex governance questions, take advice from a solicitor or your regulator. Don’t sue me.