GOOD

GOVERNANCE PROCEDURES AND

HOW TO AVOID PROBLEMS

Lev a’n Rann Vodhek

What is Governance?

Processes which give a structure or framework to an organisation’s activities – its operational procedures. How your organisation should be managed and run.

Found in the organisation’s governing document – constitution, trust deed, memorandum and articles of association

Responsibilities and Liabilities

Held by trustees, board of directors, committee members (“the management committee”)

Do not confuse with Holding Trustees Unincorporated Associations and Trusts –

legal liabilities jointly and severally held by the trustees

Incorporated – the organisation itself has a legal identity and it is possible to prescribe ‘limited liability’ for the trustees.

Level of Risk?

Clarity

A well written governing document will provide answers to 99% of the queries trustees may have about procedures

Have you read and understood yours?

Is it fit for purpose? Get expert advice

Contents of the Governing Document 1

A good governing document contains all the information needed to run an organisation, such as:

What it is set up to do (its ‘Objects') What it can do to achieve its Objects

(its ‘Powers') Who will run the organisation and their

appointment (the trustees, directors, board, management committee etc.)

Contents of the Governing Document 2

Procedures and administrative arrangements for meetings, voting, looking after money, delegation to sub-committees etc

What happens if administrative provisions need to be changed (“amendments clause”)

What happens if the organisation wishes or needs to wind up (“dissolution clause”)

Compliance Requirements

Charities and companies are legally required to comply with their governing document. This includes ensuring that:

the organisation's activities remain within the objects set out in the governing document

any new activities are permitted within the objects

the trustee body is properly and legally constituted

trustees have a sound knowledge and understanding of the governing document.

Typical Problems 1

An inadequate, or lack of, governing document.

Failure to follow governing documents and the decision making processes.

Lack of, or poor recording of decisions taken at meetings.

Use of charitable funds for activities outside the organisation’s Objects.

Typical Problems 2

Conflicts of interest where trustees “wear different hats”

Lack of trustees or insufficient skills sets

Lack of adequate policies. Additional to the governing document.

Poor business planning. A business plan can ensure you deliver effectively and within your resources.

VSF Help

VSF Governance Review The Beacon (contains more detailed

advice and information on good governance procedures and avoiding problems

Additional help from Charity Commission and NCVO websites: http://www.charitycommission.gov.uk/ http://www.ncvo.org.uk/