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

England and Wales: This page sets out the position in full. Scotland: the same duty, but a SCIO’s governing document has extra content requirements of its own — see below. Northern Ireland: partly covered — meeting frequency and quorum are established, as they are for England, Wales and Scotland; whether a trustee may be paid has not been established for this step — do not assume the England and Wales position carries across.

What happens where the governing document is silent?

Where the document is silent on meeting frequency or quorum, the law usually fills nothing in. This page maps governing document powers for trustees in England and Wales. The Charity Commission’s guidance applies there. The page also notes where Scotland and Northern Ireland differ.

Mapping usually follows the trustee induction, because the document is the first thing in the pack. If the charity is still writing its document, how to write a governing document comes first.

Most governance guides assume the law will quietly fill gaps in a governing document. 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. That is true for every structure: a charitable company, a CIO or an unincorporated charity. The Charity Commission’s own guidance says so:

“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.”

“We recommend” is the Commission’s own fallback for silence. It is not a floor the Commission can enforce. In this guide’s must and should terms, that sentence is a should. If your document is silent, there is no legal minimum under it at all. The minimum is not two, or any other number, until your board writes one in.

Quorum works the same way, with one narrow exception. Companies Act 2006 gives a statutory default of 2 qualifying persons for a charitable company’s members’ meeting. That default is “subject to the provisions of the company’s articles”. It is the only statutory quorum figure anywhere in this area.

There is no statutory quorum default at all for:

• a company’s own board meetings
• a CIO
• an unincorporated charity

The document is the only source.

A CIO’s own regulations stop a conflicted trustee counting towards quorum. They also let a court or the Commission impose a one-member quorum when ordering a meeting the normal quorum cannot achieve. That is a remedy, not an everyday default.

Both findings hold in Scotland too. OSCR’s own guidance treats meeting frequency and quorum the same way: as matters for the document. Each of the three UK regulators reached this view on its own. It is not an England and Wales quirk that Scotland and Northern Ireland happen to share.

Is a decision made without a quorum valid?

No. A decision taken at a meeting without a quorum is not valid and can be challenged.

Getting quorum wrong is not a paperwork problem. CC48 says:

“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.

One inquiry looked at One Community Organisation. There, the chair made decisions and then passed them on to other trustees one by one. The inquiry found these decisions broke the document’s own two-trustee quorum. In its words, “any decision made without a quorum is invalid.”

A 2026 inquiry looked at Centre for Skills Enhancement. There, a sole trustee decided to invest while the charity was inquorate. The Commission found the trustee had “acted in breach of the governing document,” and treated this as misconduct and/or mismanagement in the charity’s administration.

Where a governing document is silent on quorum, CC48 offers a fallback: one-third of the trustees plus one. This is advisory guidance, not a statutory default. It must not be presented as one. Choosing the figure and minuting it is the job of setting your meeting rhythm and quorum.

When can a trustee be paid for goods or services?

The wider question of whether charity trustees can be paid has its own page; this section covers the gateway for goods and services. Charities Act 2011 s.185 was extended in 2022 to cover goods as well as services. That extension is in force. The section sets a 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 breach in practice. A three-trustee board cannot pay two of them and still meet it. The paid and connected trustees would then be a majority, not a minority.

Condition D is why mapping the document matters. A prohibition, if there is one, is often buried inside a general “benefits” clause. It is often not written as its own line. A casual read can miss it.

s.185 does not authorise paying someone to be a trustee. It does not cover employment either. s.185(3), as substituted, says 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
• another statute

Mapping your document shows whether it already gives that authority.

Scotland’s equivalent is s.67 of the 2005 Act. It is built differently. It is not just the same rule under a new section number.

Its scope runs the opposite way round. It expressly includes paying someone in their capacity as a trustee. It also expressly includes paying a trustee under a contract of employment. 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. The four s.67 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 paid in breach of these conditions, OSCR can go further than the Commission. It may direct the charity to bring recovery proceedings. The charity must then do so. There is no England and Wales equivalent to that power.

What does limited liability protect trustees from?

Limited liability protects the trustees of a company or a CIO from third-party claims, not from liability to the charity itself. How much your document’s silences matter 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 names. An incorporated structure, a company or a CIO, holds them in the charity’s own name instead. Liability to third parties is limited. Note exactly what that column heading says. 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”. So the protection comes with its own duties. It is not a plain shield. Your structure changes what you are personally bound to when your document allows an action. That is part of the point of mapping the document.

The full liability position is on what trustees are personally liable for.

Scotland: the extra content of a SCIO constitution

A Scottish charity may be thinking of mapping “the same document, the same questions”. It should know that a SCIO’s constitution is not simply the English CIO’s constitution with new letterhead. A SCIO constitution must also cover a set list of matters that OSCR requires. It may add limits on trustee pay on top of the s.67 conditions, but not fewer than them.

OSCR does not supply a model constitution of its own. Its guidance for applicants recommends using a model governing document from SCVO or an umbrella body. None of those models was read for this page. So they must not be assumed to match the Charity Commission’s. That makes mapping the document more needed for a SCIO, not less.

Common mistake: assuming a statutory default fills every gap

People expect the law to fill in wherever the document is silent. For meeting frequency and board quorum, there is no statutory default at all. The document is the only source.

If it says nothing, the position is open. Statute does not quietly settle it. A board that assumes otherwise can end up governing itself by a number nobody ever agreed.

Common mistake: missing an express prohibition on paying trustees

The payment clause is often buried inside a general “benefits” clause, not written out on its own. Readers can miss it. The document may contain an express prohibition that nobody spots. If so, Condition D of the s.185 gateway fails. A payment can then 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 met.

But the committee has three trustees. The paid trustee’s spouse is also a trustee. Together they would not be a minority once the agreement was entered into, so Condition C fails. The map shows this before any money moves, not after.

With the map made, the next step is to set up your statutory registers. If the map shows the document itself needs changing, how to change the governing document covers the procedure.