A Charity Committee: A Comedy for Nine Women

Product Information

How you prevent a conflict of interest from affecting a decision will depend on the circumstances and the seriousness of the conflict of interest. You must follow any specific conflict of interest provisions in your governing document. If a trustee (or a person connected to a trustee) stands to benefit directly or indirectly, the conflicted trustee(s) should withdraw from the discussion and decision making process. If the non-conflicted trustees can demonstrate that a conflict of loyalty involves no material benefit and poses a low risk to decision making in the best interests of the charity, they may permit the affected trustee to participate. Directors of charitable companies must have specific authority in the company’s articles to do this. For the most serious conflicts of interest it may mean obtaining permission from the Commission, deciding not to proceed with a proposal or even resigning as a trustee. establish what facilities should be provided to allow for full participation by all those attending (eg a creche or special facilities for people with disabilities)

A trading subsidiary is a separate company controlled by the charity. The charity can raise money from trade without exposing its assets to risk or being liable for income or corporation tax.

What does it cover?

You can only comply with your duty to act in the charity’s best interests if you prevent your personal interests from conflicting (or appearing to conflict) with the best interests of the charity. This means recognising and dealing with conflicts of interest. You should read this guidance if you are a trustee of any charity based in England or Wales, including: Take appropriate advice when you need to, for example when buying or selling land, or investing (in some cases this is a legal requirement) a minimum of 2 full trustees’ meetings are held in any 12 month period, where the business of the charity has to be transacted at meetings, and If your governing document has no specific provisions for these things, your charity must comply with the relevant legal provisions:

This may happen when either the meeting itself or part of the business of that meeting is postponed until another time or indefinitely. The length of time and notice of adjournment and reconvening of the meeting may be included in the governing document. If something does go wrong, you should inform the Commission and (if appropriate) the police. See the section on what to do if something goes wrong in section 8 of this guidance. Before taking out a mortgage or loan secured against your charity’s land you must get written financial advice and ensure that: The Commission can use its powers to appoint or remove trustees if the charity’s trustees (or members, if applicable) are unable to do so.Although the majority of AGMs run smoothly, the commission recommend that, prior to the AGM, the charity trustees consider whether they need to establish procedures for dealing with disputes at the meeting. This could include: Sometimes trustees need to consider collaborating or merging with another charity, or even spending all of the charity’s resources and bringing it to a close. 6.2 Making decisions A charity’s AGM is held once a year and members of the charity can attend and vote. The governing document will state when it must be held. This may be in a particular month or within a certain period after the end of the financial year.

The commission recommend that no new business should be introduced at an adjourned meeting unless notice of such new business is properly given. the Chair explains the effect and purpose of each proposed resolution before putting it to a vote and whether the decision of the AGM is binding on the charity trustees The charity trustees (deciding as a group) may wish to invite non-trustees to some of their meetings. No-one, apart from the charity trustees, can vote at trustees’ meetings. Charity trustees cannot delegate their responsibilities in this area and cannot ask someone else to vote on their behalf. Examples of when a non-trustee may be invited to a trustees’ meeting include: A risk is anything that could, if it happened, affect your charity achieving its purposes or carrying out its plans. All charities face some risks. The risks your charity might face will depend on factors such as its size, funding and activities. For example, managing property, employing staff, using volunteers, using IT, working with children or people at risk, or implementing change all involve elements of risk. There may also be rules limiting how powers can be used, who can vote at meetings, or which rules can be changed.When planning the meeting the Secretary will need to consider how to set out the room and what equipment is needed for the meeting. For example, at a trustees’ meeting each person will need space on a table for papers and it may be useful to record decisions on a flip-chart. At an AGM there may need to be a table on which copies of papers, accounts and publications for the members are set out. Other specific equipment such as a projector may be needed if there is also to be a slideshow or talk. 9.7 On the day of the meeting a charity’s operation - its activities must all be focussed on carrying out the charity’s purposes for the public benefit There are a number of common factors in the running of any type of meeting (for example, the role of the Chair, planning the meeting and determining a quorum) which are dealt with in the following guidance. Advice on the conduct of individual types of meeting (such as an AGM) can be found in Part II of this guidance. 6. Procedure for calling meetings