What does our governing document actually allow the trustees to do?

England and Wales: researched. Scotland: researched — a SCIO’s constitution has extra content requirements of its own; see below. Northern Ireland: meeting frequency and quorum are established here; trustee payment is not researched for this step — do not assume the England and Wales position carries across.

Silence is not a gap the law fills for you

★ Most governance content treats an incomplete governing document as an oversight the law will quietly correct. For two of the most common questions trustees ask, it will not. There is no statutory minimum number of board meetings in England and Wales, for any structure — a charitable company, a CIO or an unincorporated charity. The Charity Commission’s own guidance says so, verbatim:

“Check your charity’s governing document for details about the minimum number of times you and the other trustees must meet per year. You must meet as often as your governing document says and you should meet more often if you think this is necessary to carry out your duties. If your governing document does not set out a minimum number, we recommend that you hold at least two trustee meetings a year.”

Read that carefully: “we recommend” is the Commission’s own fallback for silence, not a floor it can enforce. Under the must/should convention this guide uses throughout, that sentence is a should. If your document is genuinely silent, there is no legal minimum under it at all — not two, not any other number, until your board writes one in.

Quorum works the same way, with a single, narrow exception. Companies Act 2006 gives a statutory default of 2 qualifying persons for a charitable company’s members’ meeting, “subject to the provisions of the company’s articles” — and that is the only statutory quorum figure anywhere in this area. For a company’s own board meetings, for a CIO, and for an unincorporated charity, there is no statutory default at all: the governing document is the only source. A CIO’s own regulations exclude a conflicted trustee from counting toward quorum and let a court or the Commission impose a one-member quorum when ordering a meeting the normal quorum cannot achieve — a remedy, not an everyday default.

Both findings hold in Scotland too: OSCR’s own guidance treats meeting frequency and quorum as governing-document matters in exactly the same way. That the three UK regulators independently agree is worth publishing on its own account — it is not an England-and-Wales quirk that Scotland and Northern Ireland happen to share.

An inquorate decision is not irregular — it is invalid

★ Getting quorum wrong is not a paperwork problem. CC48, verbatim:

“Any decisions you make at a meeting that does not meet the quorum requirements are not valid and could be challenged.”

The Commission has enforced this in practice. In its inquiry into One Community Organisation, decisions the chair made and then relayed to other trustees individually were found to breach the governing document’s own two-trustee quorum — verbatim, “any decision made without a quorum is invalid.” In its 2026 inquiry into Centre for Skills Enhancement, a sole trustee who decided to invest while the charity was inquorate was found to have “acted in breach of the governing document,” which the Commission treated as misconduct and/or mismanagement in the charity’s administration.

Where a governing document is silent on quorum, CC48 offers a fallback of one-third of the trustees plus one — but say plainly that this is advisory guidance, not a statutory default, and must not be presented as one.

Paying a trustee for goods or services needs four things to be true, not one

The 2022 extension of Charities Act 2011 s.185 to cover goods as well as services is in force, and it sets a genuine four-condition gateway. All four conditions must hold together:

A — the amount or maximum amount is set out in a written agreement and does not exceed what is reasonable in the circumstances.
B — before entering the agreement the trustees decided they were satisfied it would be in the best interests of the charity.
C — immediately after the agreement, the paid and connected trustees constitute a MINORITY of those holding office.
D — the trusts of the charity contain no express provision prohibiting the payment.

Condition C is the one boards actually breach: a three-trustee board cannot pay two of them and still satisfy it, because the paid and connected trustees would then be a majority, not a minority. Condition D is why this step matters for a document-mapping exercise specifically — the prohibition, if there is one, is often buried inside a general “benefits” clause rather than written as its own line, and it is easy to miss on a casual read.

s.185 does not authorise paying someone to be a trustee, and it does not cover employment — s.185(3), as substituted, is explicit that the section “does not apply to any remuneration for services provided by a person in the person’s capacity as a charity trustee … or under a contract of employment.” Authority for either of those has to come from somewhere else: the governing document itself, an order of the court or the Commission, or another statute. Mapping the document is exactly how you find out whether that authority already exists in yours.

Scotland’s equivalent, s.67 of the 2005 Act, is structurally different, not just a different section number for the same rule. Its scope runs the opposite way round: it expressly includes paying someone in their capacity as a trustee and paying a trustee under a contract of employment, where England and Wales expressly excludes both from s.185 and sends you elsewhere. Scotland has also not been extended to goods — it remains services-only. Its four conditions are close cousins of the English ones:

a — the maximum amount is set out in a written agreement and is reasonable in the circumstances.
b — before entering the agreement the trustees were satisfied it would be in the interests of the charity.
c — immediately after entering the agreement, fewer than half of the total number of charity trustees are remunerated persons.
d — the charity's constitution does not expressly prohibit the remuneration.

Where a Scottish trustee is remunerated in breach of these conditions, OSCR can go further than the Commission can: it may direct the charity to bring recovery proceedings, and the charity must then do so. There is no England and Wales equivalent to that power.

What limited liability protects you from — and what it does not

Whether your document’s silences matter as much as they do also depends on your structure. CC3’s own table sets this out:

Trust — unincorporated; contracts are entered into in the trustees’ own names.
Association — unincorporated; contracts are entered into in the trustees’ own names.
Company — incorporated; contracts are entered into in the charity’s own name, and third-party liability is limited.
CIO — incorporated; contracts are entered into in the charity’s own name, and third-party liability is limited.

An unincorporated trust or association holds land and enters contracts in the trustees’ own personal names; an incorporated structure — a company or a CIO — holds them in the charity’s own name instead, with liability to third parties limited. Note precisely what that column heading says and does not say: it limits liability to third parties, not liability to the charity itself. CC3’s own words are that “the law places duties on board members to prevent the abuse of limited liability” — the protection comes with its own duties attached, not as a plain shield. Knowing which column your structure sits in changes what an action your document authorises actually commits you to personally, which is part of the point of mapping it in the first place.

Scotland: a SCIO’s constitution has extra content requirements of its own

A Scottish charity thinking of mapping “the same document, the same questions” should know that a SCIO’s constitution is not simply the English CIO’s constitution with different letterhead. It must additionally cover a defined list of matters that OSCR requires, and it may impose remuneration restrictions on top of the s.67 conditions above — but not fewer than them. OSCR does not supply a model constitution of its own: its application guidance recommends using a model governing document from SCVO or an umbrella body, and none of those models was read for this page, so they must not be assumed to match the Charity Commission’s — which makes the mapping exercise on this page more, not less, necessary for a SCIO.

Common mistake: assuming a statutory default fills every gap

People expect the law to supply an answer wherever the governing document is silent. For meeting frequency and board quorum specifically, there is no statutory default at all — the document is the only source, and if it says nothing, the position is genuinely unresolved rather than quietly settled by statute. A board that assumes otherwise can end up governing itself by a number nobody ever actually agreed.

Common mistake: missing an express prohibition on paying trustees

The payment clause is often buried inside a general “benefits” clause rather than written out on its own, so it is easy to read past. If the document does contain an express prohibition and nobody spots it, Condition D of the s.185 gateway fails, and a payment can be unauthorised however reasonable it was in every other respect.

Worked example

Wrenfield Village Hall’s committee wants to pay one trustee’s small design firm to rebuild the hall’s website. The map shows the constitution is silent on trustee payment, so Condition D is satisfied. But the committee has three trustees, and the paid trustee together with their spouse — also a trustee — would not be a minority once the agreement was entered into, so Condition C fails. The map surfaces this before any money moves, rather than after.