Amendment of Charitable Documents

Over time, it may become necessary to change a charity’s governing documents as your organisation evolves. The new Charities Act 2022 aims to make the process of altering documentation more straightforward, with the same process for both incorporated and unincorporated charities.

At Glanvilles, our charities team works with a wide range of charitable organisations. We can ensure that you have the sound legal foundation your charity needs and that your governing documents are comprehensive, giving you the scope to run your charity in the way most suited to your purpose.

Get in touch for advice on charity governing documents

You can contact our experienced charity solicitors in West Sussex and Hampshire at your local branch in Chichester, Fareham, Havant or Petworth.

Alternatively, you can fill in our online enquiry form and a member of our team will be in touch shortly.

How we can help with amending governing documents

Our team offer a full range of legal services for charities wishing to make changes, including:

Working with you to establish what changes are needed
Advice on putting comprehensive governing documents in place
Drafting a charity’s governing documentation, incorporating changes as needed
Preparing any necessary information for the Charity Commission if their consent is needed for the proposed alterations
Notifying the Charity Commission of a change of trustees
Ensuring any new governing document for your charity is correctly executed and registered
Ongoing advice on implementing changes and dealing with compliance

What is a governing document?

A charity’s governing document sets out the charitable purpose that the organisation has. This should be at least one of the purposes listed in the Charities Act. Examples include the prevention or relief of poverty and the advancement of education.

The document will guide the charity, giving details of how a range of issues should be dealt with, the rights that the charity’s trustees have and the authority given to them. Each trustee should have a copy of the document to ensure they know what is expected of them.

The type of document will depend on the way in which your charity has been set up. A charity constitution is used for unincorporated organisations, while a memorandum and articles of association are required for a charity that has been registered as a company.

It is important to have a comprehensive document that gives as much guidance as possible to the trustees. As the legal basis for your organisation, it is advisable to have the document drafted by expert charity solicitors. This will give your charity a clear roadmap and reduce the risk of difficulties arising later on.

What should a governing document cover?

Your governing document should be tailored to the needs of your charity and, if you ask us to assist you, we will work with you to establish exactly how you want to run the organisation and what authority you want the trustees to have.

Key clauses that should be in the document include:

The charity’s name
What the purpose of the charity is
What powers are being given to the trustees to achieve the charity’s purpose, such as fundraising, buying and selling property and obtaining loans
The number of trustees, the length of time they will serve and how new trustees can be appointed
How meetings will be dealt with and what voting rights members will have
How someone can become a member
How financial matters will be managed, including who will control charity funds
Restrictions on trustees benefitting from the charity
How changes can be made to the governing document for the charity
How the closure of the charity will be dealt with

What is the Charities Act 2022?

The Charities Act 2022 (the Act) has implemented a range of changes to previous charity legislation with the aim of streamlining the governance and regulation of charitable organisations.

It includes new powers for unincorporated charities and trusts to amend their governing documents, making it easier for changes to be made.

Certain alterations require the authority of the Charity Commission, including a change in charitable objects, changes to the benefits allowed for trustees and changes to the way in which the charity can be dissolved.

The Act gives the Charity Commission the authority to publish a notice giving information about changes to a charity’s governance. Alternatively, the Commission can require a charity to do this itself.

Why would a charitable document need to be amended?

Changes may be minor or major, ranging from a need to be able to hold online meetings or appoint more trustees to putting a new charitable purpose in place to allow your charity to expand the help it offers or move in a different direction.

While minor changes can often be made quite simply, more major changes may require a consultation process, the passing of a resolution and the authority of the Charity Commission.

We can advise you of the procedure to be followed and ensure that the right documents are prepared and submitted.

How should a charitable document be amended?

In amending a charitable document, the trustees can only make decisions if they are in the best interests of the charity.

The correct procedure must be followed, including seeking the permission of the Charity Commission where necessary.

The governing document should set out the process for making amendments, and the Act will specify when the Charity Commission’s approval needs to be sought.

The first step is usually to speak to an experienced charities solicitor about the required changes and arrange for a draft of the new governing document to be prepared.

When considering what changes to make, you should keep a written record of any meetings and discussions that explain how a decision was reached and what was taken into account.

You will usually need to ask members of the charity to vote on a resolution in respect of the proposed changes. Again, your existing documentation should set out the process for this and how many votes or what percentage of votes are necessary to pass the resolution.

Changes that can be made without the consent of the Charity Commission include changes in the way that the charity:

Appoints new trustees
Allows new members
Communicates with members
Arranges meetings

However, you still need to notify the Charity Commission of a change of trustees.

Changes that need to be authorised by the Charity Commission include:

Changing the purpose of the charity
Allowing individuals connected to the charity to benefit from it
Changing what will happen to the charity’s assets if it is ended

If you need to seek Charity Commission authorisation to change the purpose of your charity, you will need to provide a wide range of information explaining issues such as:

Why the changes are sought
How the new purpose is similar to your existing purpose
What was taken into account in deciding to make changes
How the new purpose is in the best interests of the charity
How existing beneficiaries will be affected
How you have consulted about the changes

Our team can prepare the paperwork for the Charity Commission, ensuring they have the information they need to make a favourable decision.

Why choose Glanvilles for the amendment of charitable documents?

Glanvilles’ charity solicitors have the experience to put a robust governing document in place that will give your charity both flexibility and a strong framework within which to operate. We can advise you on the best way to implement changes and ensure that a strong case is put before the Charity Commission if their authority is needed.

We represent charities of all sizes in Hampshire, West Sussex and across South East England, providing expert advice and guidance at all stages of operation.

Our fees are competitive, offering outstanding value for money, and we are known for the exceptional level of service we provide.

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Our staff will be friendly, respectful and attentive.
Your concerns will be listened to, your questions answered, and your options explained in plain English.
The cost of dealing with your requirements will be made clear to you from the outset.
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