Community group governance basics

The Charity Commission's definitive reference is CC3 The essential trustee: what you need to know, what you need to do. The six duties apply to charity trustees specifically, but the principles map onto any committee or board running a community group:

1. Ensure the organisation carries out its purposes for public benefit.Read the governing document. Don't do things that fall outside it.
2. Comply with the governing document and the law. Constitution clauses on quorum, voting, signing — follow them. Statutory requirements (accounts, returns, employment law) — meet them.
3. Act in the organisation's best interests. Not your interests; not your friend's interests; not the loudest member's interests. The organisation's.
4. Manage resources responsibly. Money, people, property, reputation. Reasonable controls. No reckless decisions.
5. Act with reasonable care and skill. The standard is the ordinary prudent person managing their own affairs — higher if you bring particular professional experience (a chartered accountant on the board is held to a higher standard on the accounts).
6. Ensure the organisation is accountable. Accounts published, AGM held, members and beneficiaries informed, regulators' questions answered.

Trustees who breach these duties can be personally liable for losses to the charity. The actual risk is small for ordinary, careful trustees; non-trivial for those who don't bother with the basics.

Trustee decisions must be taken collectively at a properly constituted meeting, or by a written resolution where the governing document permits. The basics:

• Notice. Give all trustees notice of the meeting in line with the governing document (typically 7 or 14 days for a standard board meeting; longer for AGMs).
• Quorum. The minimum number of trustees that must be present for decisions to be valid. Specified in the governing document. Decisions taken without a quorum are not binding on the charity.
• Minutes. A written record of: who attended, what was discussed, what was decided, any votes recorded, any conflicts of interest declared. Minutes are evidence; the Charity Commission and HMRC both ask to see them in inquiries.
• Virtual and hybrid meetings. The Charities Act 2022 made permanent the ability for charities to hold virtual or hybrid trustee and member meetings, unless the governing document expressly prohibits it. Most modern constitutions are fine; older ones may need amendment.

Annual General Meeting. Required for most membership-based forms (Association CIO, charitable company, unincorporated charity with a member structure). Foundation CIOs do not have a statutory AGM requirement — trustees are the only members. The AGM gives members the opportunity to elect trustees, approve accounts, and raise concerns. Association CIOs must hold an AGM within 18 months of registration and at least every 15 months thereafter (November 2023 model constitution).

The most-investigated area in modern charity governance. High-profile cases — the Captain Tom Foundation (November 2024 inquiry), Fashion for Relief (March 2024) — turned on undeclared or unmanaged conflicts of interest and unauthorised trustee benefits.

The standard process:

1. Identify the conflict.Any personal or connected-party interest in a decision the board is taking — direct financial, indirect (family members, business partners), or significant loyalty conflicts (you're also a trustee of the funder).
2. Declare it. At the start of the meeting when the relevant agenda item is reached, before discussion. The conflict goes into the minutes.
3. Record it on the register of interests.Every charity should maintain a Register of Trustees' Interests, kept current, available to other trustees and (best practice) to members.
4. Withdraw from the discussion and decision. The conflicted trustee leaves the room (or virtual meeting) while the matter is discussed and voted on. Their absence is recorded.
5. Where the conflict is unavoidable (e.g. the entire board would have to withdraw), apply for Charity Commission authorisation under s.105 of the Charities Act 2011.

Trustee benefit rules (Charities Act 2011 ss.185–188, modified by the Charities Act 2022) tightly restrict payments to trustees for services. Payments for goods are now also covered under the same simplified power. Any payment must be: a written agreement; reasonable amount; unpaid trustees in the majority; conflicted trustee does not vote. The Charity Commission's CC11 (Trustee expenses and payments) is the operational reference.

The Charities Act 2022 came into force in tranches between October 2022 and November 2025. The headlines relevant to trustees:

• Power to amend governing documents (unincorporated charities) — Phase 3, from 7 March 2024. A new statutory power for trustees of trusts and unincorporated associations to amend their governing documents, with Commission consent for regulated alterations.
• Trustee benefits — power broadened. Payments to trustees for goods (not only services) are now within the statutory s.185 power, subject to the same safeguards.
• Charity land disposal — qualifying adviser pool widened. No longer restricted to RICS surveyors; other qualifying advisers may now produce the necessary report.
• Failed appeals provisions. Trustees can redirect failed-appeal proceeds without applying for a scheme.
• Ex-gratia payments — small amounts, no Commission consent. Phase 4 (commenced 27 November 2025). A new section 331A statutory power for trustees to make small ex-gratia “moral” payments and to delegate that decision, subject to tier-based caps (£1,000 / £2,500 / £10,000 / £20,000 by income band).

For a typical small UK charity or community group, a basic governance hygiene checklist looks like this. Review at the first board meeting of each year.

• Governing document in a known location, in the current version, accessible to all trustees
• Trustee register up to date, including appointment dates and (where relevant) Charity Commission register entries
• Register of interests current; all trustees have refreshed their declarations in the last 12 months
• Standing orders / scheme of delegation setting out what the chair, treasurer, secretary and committee can decide on their own and what must come back to the full board
• Reserves policy— how much the charity holds, why, when it would be drawn down. Required in the Trustees' Annual Report from £25k income; good practice regardless
• Risk register— top 5–10 risks, what's being done about them, who owns each
• Insurance scheduleshowing public liability, employers' liability, trustee indemnity (if held), with renewal date — see trustee indemnity insurance
• Safeguarding policy refreshed within the last 12 months, signed by all trustees and staff
• Financial controls: dual-signatory bank account, monthly bank reconciliation, expense-claim procedure, payment-authorisation thresholds
• Annual cycle mapped: when accounts are prepared, when independent examination happens, when the annual return is filed (10 months from year end), when the AGM is held

The Charity Governance Code is the sector-led good-practice framework, not a regulatory requirement. The 2025 refresh (currently in consultation at time of writing) recommends board-level focus on: organisational purpose; leadership; integrity; decision-making and risk; board effectiveness; equality, diversity and inclusion; and openness and accountability.

For small charities, the simplified version is enough. The full version is appropriate for charities with income above £1m, employed staff, and a paid CEO.

• A serious incident. Suspected fraud, a safeguarding incident, a significant financial loss, a regulatory inquiry. Report to the Charity Commission via Reporting Serious Incidents; get a charity-sector solicitor involved early.
• An unresolvable conflict. Where the board cannot manage a conflict (everyone is conflicted), apply to the Charity Commission for authorisation.
• A complex transaction. Land or property disposal, merger, dissolution, conversion between legal forms. Take specialist advice; the rules are technical and the consequences durable.
• Trustee disqualification questions.Where a prospective trustee's background raises a flag — criminal record, prior bankruptcy, previous removal from a charity board — check the Charity Commission's automatic-disqualification rules under Charities Act 2011 ss.178–180 before appointment.
• Employment.Hiring your first paid employee triggers PAYE, employers' liability insurance, and employment law. Take HR / employment-law advice early.

• UK community group legal structures compared →

  The structure question that shapes everything else about governance, liability, and what you can and can’t do.

• Starting a community group in the UK →

  From kitchen-table conversation to registered organisation.

• Trustee indemnity insurance — do you really need it? →

  The personal-liability question that runs alongside good governance.

• Charitable Incorporated Organisation (CIO) explained →

  The structure that materially reduces personal trustee exposure.

• Unincorporated association explained →

  The form most small groups start with — and where governance gets harder before it gets easier.

• Charity Commission CC3 The essential trustee: what you need to know, what you need to do (last major update 2018, refresh reflecting Charities Act 2022 phases)
• Charity Commission CC11 Trustee expenses and payments
• Charities Act 2011 ss.105 (conflicts authorisation), ss.178–180 (automatic disqualification), s.181A (discretionary disqualification), ss.185–188 (trustee benefits)
• Charities Act 2022 — Phase 1 (31 October 2022), Phase 2 (14 June 2023), Phase 3 (7 March 2024), Phase 4 (27 November 2025); new s.280A (governing-document amendments) and s.331A (small ex-gratia payments)
• Charity Commission Annual Return 2023 onwards (mandatory declaration of all payments to trustees and connected entities)
• Charity Governance Code (2025 refresh in consultation at time of writing)
• Public Interest Disclosure Act 1998
• Public-record cases: Fashion for Relief Inquiry Report (March 2024), Captain Tom Foundation Inquiry Report (21 November 2024), Mahfouz Foundation (September 2024 disqualification)

General information, not legal advice. For complex governance issues, take advice from a charity-sector solicitor.