What is a constitution?
It’s your charity’s governing document. It’s a legal document that works as a rulebook, setting out:
• its charitable purposes (‘objects’)
• what it can do to carry out its purposes (‘powers’), such as borrowing money
• who runs it (‘trustees’) and who can be a member
• how meetings will be held and trustees appointed
• any rules about paying trustees, investments and holding land
• whether the trustees can change the governing document, including its charitable objects (‘amendment provisions’)
• how to close the charity (‘dissolution provisions’)
Trustees should have a copy of the charity’s constitution and should refer to it to help inform them about how the charity should be run.
The membership and trustees
The way each group should work is that they have a ‘membership’ and the trustees of the group are appointed from that membership. So, all community groups should all have a membership scheme of some type that is administered by someone on the group, and the membership should, in theory, have an involvement in aspects of how the charity is run. Some groups have got a membership – I’m not sure that all have and this is probably something that needs to be addressed if you haven’t. You can find more information and guidance on the membership of community groups here. If you want to set up a membership scheme, we can give you advice on how you can approach that – please contact us.
Small charities constitution
When community groups were formed back in 2012 and 2013, we suggested that our library community groups adopt the most simple form of charity structure available – small unincorporated charity – which is now known as unincorporated charitable association.
There was – and still is – a template constitution for this type of structure available online. We took that template, adapted it to make it relevant to Suffolk Libraries community groups, and we circulated it to all of our groups.
Most groups opted to adopt that structure. They filled in in the missing gaps on that template constitution to tailor it to their specific group, added the signatures of all of their trustees at the time, and they returned it to us to be kept on file.
Since then, I think that these constitutions have been forgotten about by a lot of groups – with the trustees of groups inevitably having changed over the years, many of the current trustees of community groups probably haven’t ever seen their group’s constitution.
You can find a template for the small charity constitution here. There are a few guidance notes that we’ve added to the template flagging up elements for you to consider, so look out for these, tailor the constitution to suit your group’s needs and then delete the notes once your trustees are ready to adopt it.
Trustees need to be use their constitution – don’t forget about it!
The last thing we want to do is encourage groups to get bogged down in bureaucracy – but trustees of community groups need to know that they have a constitution and need to refer to it – when necessary – in the governance of their group. They don’t need to know the constitution inside out, but they do need to use it and not forget about it!
Therefore, we advise that any unincorporated charitable associations who haven’t been actively using or referring to their constitution for some time re-adopt a constitution. This would technically needed to be voted on and agreed by the membership at a meeting – so you could do this at the AGM or could call a meeting of the membership to agree it.
Going forward, whenever a new trustee joins your group, they should be provided with a copy of your constitution and it should be stated in trustee meeting minutes that they have agreed to abide by the constitution. There’s no need to enter the names of trustees on the back of the constitution every time there’s a change.