Disclaimer: The information provided in this section is intended for guidance only. It is not a substitute for professional advice and we cannot accept any responsibility for loss occasioned as a result of any person acting or refraining from acting upon it.

Choosing a structure

Each of our groups varies widely in structure. It is not necessary to have a committee or even a steering group, though groups do tend to naturally have a smaller, dedicated group of people at their core.

Unincorporated association

When setting up a new group, chances are you’ll be an unincorporated association - a group of 2 of more people coming together for a particular purpose who haven’t set up an incorporated structure.

An unincorporated association can be unconstituted, although some kind of ‘terms of reference’ document may be useful.

It could also be constituted. You can use a model constitution or write your own.

If you are going to apply for funds for activities, you need to think about where this money will sit. Many groups use the structure of one or more existing charities. Others will set up their own bank account (this requires your group to be constituted and have named signatories on the account).

Registering as a charity

If you have funds in the name of your group over £5000, you are legally required to register as a charity and can follow one of two routes:

  • Register an unincorporated association as a charity
  • Set up a CIO (Charitable Incorporated Organisation) or Charitable Company

The main difference between these is that in an unincorporated association, the trustees are personally liable. In a CIO or Charitable Company, the organisation is liable, not the trustees (CIO is a new structure set up to include the benefits of incorporation without having to report to Companies House as well as the Charities Commission, which you would need to do as a Charitable Company).

If you are registering with the Charity Commission you will need to identify a Chair, Secretary and Treasurer and submit your constitution. If you are not using a Charity Commission model constitution as your template, you will be asked to explain where your constitution is different from the template.

Community Interest Company

Another possible structure, if you will be trading as a company but putting your profits into the community, is a Community Interest Company

Membership

Once you have chosen a structure and decided to become constituted, you need to decide what your process is for membership:

  • Whether you will have members (you can run a group without members but it can be useful to have input from outside your trustee / steering group)
  • Who can sign up as a member and what are the criteria for individual / group members and voting / non-voting members?
  • How can someone sign up as a member?
  • How will you keep a register of members?

Members are different from supporters although some people will be both.

Supporters follow your group, may receive your newsletter (if you have one), come to events etc but have no legal role.

Members are registered on a list kept by your group (which is protected by Data Protection rules). Voting members are able to vote at your AGM or any EGM (Emergency General Meeting) on things like trustee elections, any vote on change of structure etc.

Links

Setting up your group

Working out a governance structure from NCVO

Finding a legal structure to suit your group from Resource Centre

The Charity Governance Code will help you think about things like purpose, leadership and decision-making

Thinking about becoming a charity

Pros and cons of becoming a charity from NCVO

Decide if a charity is the right option

Registering as a charity

The Charity Commission's guide to setting up a charity - The Charity Commission is the government body that regulates all of the charities in England and Wales.

For the Republic of Ireland the regulatory body is The Charities Regulatory Authority. You can find the guide for registering with the Charities Regulatory Authority here. As this body was only established in 2014 it is quite new, and so you are able to submit queries to them.

In Northern Ireland the regulatory body is The Charity Commission for Northern Ireland.

In Scotland, it is the Scottish Charity Regulator

Voluntary Action Leicestershire - Guide to choosing a charity structure

Resource Centre - guide to choosing a structure for your charity

Membership

Membership information from SCVO

Another quite complicated explanation about membership

Steering Groups

Your group does not have to have a formal steering group or formal roles within a steering group.

Some groups find the structure of Chair, Treasurer and Secretary useful. If you become constituted and use a model constitution, you will need to appoint individuals to these roles and they would be your trustees (you can appoint additional trustees as well). Unless you register as a CIO or Charitable Company, your trustees will be personally liable for your group.

If you register with the Charity Commission, they will want to know the names and addresses of the individuals in these roles. Some banks and funders will also request this information.

You may wish to run your group through a smaller trustee group alongside a management committee or advisory group.

Think about ways to make your steering group diverse and representative. It is really important to include asylum-seekers and refugees on your group, as well as representatives from local refugee services.

Think about barriers for certain groups to be able to access your meetings and what you can do to try to be as inclusive as possible. You may want to include a commitment to equality and diversity as part of your ‘terms of reference’ or to write an ‘Equality and Diversity’ policy for your group.

Links

Seeds for Change has some resources around working in groups, successful meetings and making decisions.

Resources from BlueBottleBiz on 'Great Meetings' (you need to create a free account to access this content which is free to the CoS network. Please contact [email protected] if you are unable to access it).

How to create a diverse board of trustees

The following links are more suited to larger charities but you can pick and choose elements from these role descriptions if you are thinking about these roles within your group:

The role of the Chairperson

The role of the Treasurer

The role of the Secretary

Trustees

Once you are constituted, you will have trustees. Unless you register as a CIO, the trustees are liable for your group - so it is a serious position of responsibility. The Charity Commission emphasises that it is only likely to enforce personal liability where a trustee has acted dishonestly or recklessly.

If you apply for a bank account, the bank will most likely ask to see your constitution and provide details of trustees, who are considered legally responsible for any funds held (unless you are a CIO).  

Here is an introductory article that was in The Guardian with some info from Trustees Unlimited on what you should ask yourself before accepting a role as a trustee.

Because trustees have responsibility for your group, it is important that you try to get the right person for the role.

You can get insurance for trustee liability (see our Finance section)

Trustee Roles

Chair - to provide leadership and to ensure the decision-making processes for the group are working smoothly

Treasurer - oversight of the group's finances and to ensure financial procedures are working smoothly

Secretary - to ensure meetings are organised and minuted, that records are kept (eg. of members) and that any governing documents meet requirements

Vice-Chair (optional) - supports the Chair and will deputise in their absence

Trustee - part of the trustee group but does not have a specific role

Links

There are some additional resources listed under the 'Steering groups' section of this page.

What is a Trustee? Who can be a Trustee? And other useful questions answered by Knowhow NonProfit.

Introductory guide from the Charity Commission on the role of trustees.

A simple, infographic leaflet on being a trustee from the Charity Commission, focusing on 6 main duties.

An incredibly long, detailed and comprehensive document from the Charities Commission on the role of a trustee in England and Wales. Quite meaty, but will leave you completely prepared if you can get your teeth into it (hopefully).

All of the Charity Commission links to everything a trustee could ever possibly need to know. There are a lot of them!

Registering as a charity

If your group holds £5000 or more, you are legally required to register as a charity. You cannot register if your income is less than £5000 unless you wish to register as a CIO.

We do advise that you seek advice on what would be best for your group from your local CVS or Voluntary Action group, especially if you are planning to register with the Charity Commission as a CIO or Charitable Company.

There are separate bodies regulating charities in the Republic of Ireland, Northern Ireland, Scotland, and England & Wales.We have provided links to each of these in the resources below - however the bulk of the information we are providing is relevant for the Charity Commission and groups in England and Wales, with slight differences in other nations.

The process of registering as a charity is through an online form via the Charity Commission website (see below for links). You can save your progress so take your time! You will need:

  • The name and contact details for your group
  • Your governing document
  • The names, addresses and date of birth of your trustees
  • Clearly stated ‘charitable purposes for the public benefit’ which have been agreed by your group
  • Your chosen structure
  • Proof of income (could be published accounts)
  • Bank details
  • Your most recent accounts

Links

Gov.uk Quick guide to setting up a charity

The Charity Commission's guide to setting up a charity - The Charity Commission is the government body that regulates all of the charities in England and Wales.

For the Republic of Ireland the regulatory body is The Charities Regulatory Authority. You can find the guide for registering with the Charities Regulatory Authority here. As this body was only established in 2014 it is quite new, and so you are able to submit queries to them.

In Northern Ireland the regulatory body is The Charity Commission for Northern Ireland.

In Scotland, it is the Scottish Charity Regulator

Voluntary Action Leicestershire - Guide to choosing a charity structure

Resource Centre - guide to choosing a structure for your charity

Small Charities Coalition - FAQs and useful links to the Charity Commission's advice

The CVS guide to setting up a charity

The CVS general advice website.

Governing Documents

Your governing document (usually a constitution within our network) states the aims and objectives of your group, how you are allowed to act, and how the group shall be run. It outlines rules on membership, governing committees, and activities the group will partake in.

You can write your own governing document or ‘terms of reference’ or you can use a model constitution. (You can use a Charity Commission model even if you are not a charity).

It is worth bearing in mind that if you register as a charity later on, you may need to change your constitution at an AGM or EGM (Emergency General Meeting).

Links

The Charity Commission has a comprehensive guide to writing your governing document, with templates and guidance of what needs to be in it.

The Knowhow NonProfit website has a slightly simpler guide here.

Voluntary Action Leicestershire - Guide to writing a constitution (this includes a model constitution for Unincorporated Associations with a turnover of less than £5000 p.a.)

Resource Centre - guide to writing a constitution (The Resource Centre website also has guidance for setting up a bank account, the registration process, etc).

The CVS guide to writing a governing document

Annual General Meetings

An annual general meeting is a meeting occurring once a year to talk about general things - state of finance, a summary of the years activities, changes in constitution, and the voting in of trustees. All members are allowed to attend, and have a vote on trustees and constitutional amendments.

As with a lot of the things we have in this part of the resources, it is not necessary for groups who are not registered with the Charities Commission to have a formal AGM. However, if you have a constitution or governing document, you should have some kind of recurring event to allow for changes in this document. When writing this document you should outline the nature of this event, and how often it will occur.

Links

Here is an AGM checklist from the Resource Centre, which has information on what should be in your governing document, and a model of proceedings you could use.

Canterbury Council have also produced a simple guide on how to hold an AGM.

Managing Disputes

City of Sanctuary can support local groups to resolve disputes through mediation in the spirit of our values.  We always encourage mediation as the best way forward as per the early stages of any formal dispute procedure.

Links

NCVO has a guide with 5 steps to resolve workplace disputes

Resources from BlueBottleBiz on 'Resolving conflict' (you need to set up a free account to access this content which is provided free to the CoS network. Please contact [email protected] if you are unable to access it).