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Usually governing documents should contain the following as a minimum:
(a) Statement of the objects
(b) List of the powers available to the trustees (these are usually, either clearly itemised in one clause; merged into the objects; or split between two clauses)
(c) Administrative regulations on how to appoint and remove trustees, hold meetings/take decisions
(d) Provisions on membership (if a company or association CIO)
(e) Statement of permissible trustee bene ts (although this is now a requirement in new governing documents, it may not appear in old deeds)
(f) Statement of where the charity’s funds can be applied if the charity is closed down
For trusts in particular provisions covering how the trust deed may be altered are also useful
If your governing documents do not contain clear instructions on the above you may wish to consider revising them so that they do. Also if you can no longer meet the requirements of your governing document (for example
if you can’t nd eight trustees any more) we would recommend that you consider amending the document to make it easier to operate, rather than opt to continue in breach of them. If you do decide to change your governing document we would recommend you seek legal advice on the process to make sure that the changes are valid (as some changes will need prior Charity Commission consent), and any changes will need to be led with the Charity Commission (or other regulator) and Companies House (if a company).
Legal compliance
If your charity is registered with the Charity Commission or another regulator you must comply with their ling requirements. For the Charity Commission, you do this is by ling an annual return (or update depending on size), and complying with any accounting and reporting requirements. Failure to le on time is a breach of your duty as a trustee. It is also recorded on the Charity Commission register which the public can access, and so could affect their faith in the charity’s ability to manage itself. The Charity Commission has investigated various classes of charities who have led late, and if any of your lings are not up to date, the Charity Commission will as a minimum refuse to
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