Most organisation will have two types of formal meetings. Those for its trustees/directors/committee members and others for its wider membership, if they have one. Your constitution/articles will have rules on how to call these and run them. You need to follow these to the letter as any deviation could mean that they are invalid and so any decisions, such as electing trustees/committee members could be challenged. Meetings should have a clear agenda with supporting papers so that attendees can be prepared with questions and perhaps consider their viewpoint before they attend the meeting. They need to be well chaired so that everyone is able to express their view and that a clear decision is taken. Here is a useful list of factors that help and hinder effective meetings and we have a factsheet about running AGMs.

Decision making

Committee/boards will need to make decisions and will usually need to be seen to be in the best interests of their organisation and who or whatever their organisation is set up to benefit. Decisions will need to be legal, appropriate, reasonable, clear and well documented. We have a factsheet that sets out good practice. The Charity Commission has guidance for trustee boards.

Conflicts of interest

Those running a voluntary and community group are assumed to want to make a difference for others, not for their own benefit. Therefore they need to make sure that any decision taken is in the best interests of the organisation and those or things their organisation is set up to benefit. Sometimes individual trustees/directors/committee members may personally benefit, or their close family. However they may also have a conflict of loyalty where they may not materially benefit but it could be felt that because of links to someone or an outside group that their ability to make decisions could be compromised, or could appear to do so. Charities and companies are under a legal obligation to declare such interests and for their organisation to manage them (most constitutions and articles will have a section on this so read them). The Charity Commission has a short guide and more detailed guidance on this. Law firm Russell Cooke has a good summary. Non-charities do not have to follow this but could be adopted as good practice.

Minutes

It is very important that any decisions are clearly minuted. This will help those who did not attend to understand what was decided but will also be your legal record of what was decided. Generally minutes should:

• provide an accurate, impartial and balanced internal record of the business transacted at a meeting.
• as a minimum include the key points of discussion, decisions made and, where appropriate, the reasons for them and agreed actions.
• be detailed enough to confirm that the directors/trustees/committee members were aware of and have complied with their obligations and duties.
• help provide evidence for any regulatory oversight (e.g. investigation by the Charity Commission, HMRC, etc.) but not be drafted with this primarily in mind.
• identify any conflicts of interest, i.e. who, what was the conflict and how it was managed .
• be retained for the life of an organisation.

The Chartered Governance Institute has a useful detailed guide.

Last updated: 26th April, 2022