How often must charity trustees meet, and what is a quorum?

England and Wales: This page sets out the position in full. Scotland: the same position, with no difference in principle — OSCR treats both frequency and quorum as governing-document matters and sets no statutory number. Northern Ireland: the same position again, on the same reasoning — CCNI also treats both as governing-document matters, though its own detailed guides were not read for this step.

Is there a legal minimum number of trustee meetings?

There is no statutory minimum number of charity trustee meetings in England and Wales. The number comes from your governing document. OSCR in Scotland and CCNI in Northern Ireland treat it the same way, and so does the Charity Commission. This page is for the trustees and chair who set the board’s calendar.

It assumes you have already mapped your governing document: the number of meetings, the quorum and the chair’s casting vote all start there.

This is the single most repeated myth in charity governance writing. So it is worth being exact about why we can say so flatly.

Three instruments were read in full to confirm the absence:

• the Charities Act 2011
• the Companies Act 2006
• Part 7 of the CIO General Regulations

Part 7 covers notice of resolutions, conflicted trustees, quorum, record-keeping and the power to order a meeting. It sets no meeting frequency at all.

Beside the absence sits a positive statement from the Charity Commission that the number comes from the governing document. So this is an established negative. It is not a question left open, but a rule that does not exist.

CC48 says it in its own words:

“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 the wording of that with care. “We recommend” is the Commission’s fallback for a silent document. It is not a floor it can enforce.

Under the Commission’s own must/should convention, that sentence is a should. If your document sets no number, there is no legal minimum under it. Then your board has to decide one and record the decision.

All three UK regulators agree, each on its own. OSCR treats frequency as a governing-document matter. So does CCNI. That agreement is itself worth publishing. It means this is not an England and Wales quirk that the other nations happen to share.

What is a quorum, and where does it come from?

A quorum is the minimum number of trustees, or members, who must be present for a meeting to take valid decisions. The size of the board itself is a different question, covered in how many trustees a charity needs. For a CIO, for an unincorporated charity, and for a charitable company’s board meetings, there is no statutory default quorum at all. The governing document is the only source.

The one exception is a charitable company’s members’ meeting. The Companies Act sets a default of 2 qualifying persons, “subject to the provisions of the company’s articles”. So the articles can raise it. Where they do, the articles win. That is the only statutory quorum figure anywhere in this area.

It also carries two exclusions that trip up membership charities:

CA 2006 s.318(2)(a)–(b): two qualifying persons do NOT make a quorum where (a) each is a qualifying person only because authorised under s.323 to act as the representative of a corporation and they are representatives of the same corporation, or (b) each is a qualifying person only because appointed as proxy of a member and they are proxies of the same member.

In other words, two people in the room can fail to be a quorum even though there are two of them.

The CIO Regulations add two rules of their own, and neither is a default number. A conflicted trustee does not count towards the quorum.

A court or the Commission may set a one-member quorum. But it may do so only when ordering a meeting that the normal quorum cannot achieve. That is a remedy for a stuck board, not an everyday fallback.

Where your document is silent, CC48 offers a figure: one-third of the trustees plus one. Use it if you like, but understand what it is. It is guidance, not a statutory default. It should never be written up as though a statute said it.

What happens to a decision taken without a quorum?

A decision taken without a quorum is not valid and can be challenged.

Getting the quorum wrong is not a paperwork problem. The two sources on this point say it with different force. Give each to its own source rather than blending them.

The Commission’s general guidance puts it this way:

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

Its inquiry into One Community Organisation put it harder. There, most decisions were made by the chair and then relayed to the other trustees one at a time, often by phone. The inquiry found that this breached the governing document’s own quorum. It said, verbatim: “Any decision made without a quorum is invalid.”

The 2026 inquiry into Centre for Skills Enhancement Limited is the second example. It is the sharper one for a small board. A sole trustee decided to invest while the charity was inquorate. The Commission found he “acted in breach of the governing document”. It treated that as misconduct and/or mismanagement in the charity’s administration.

So the practical rule is simple. A meeting that is not quorate does not produce decisions. It produces a discussion that has to happen again. The round-robin habit is the specific route by which well-meaning boards walk into this. That means deciding by phone or email, one trustee at a time.

Some governing documents permit a written resolution. Check whether yours does before relying on one.

Who chairs, and does the chair have a casting vote?

Whether your chair has a casting vote depends on the clause in your own governing document. No statute defines the chair’s role.

This is the most common new-trustee question in the whole hub. It has the same shape of answer as the quorum one: no statute anywhere defines it.

The Charities Act 2011 contains no section defining a chair’s role or duties. The whole Act was searched. The word appears only for a parish meeting and for the person who chairs the Commission itself.

The Companies Act does not define a chairman’s role either. The CIO Regulations are silent too. The office exists only where your own governing document creates it.

The casting vote is where that matters. The answer differs by which document your charity happens to have adopted:

• The bare statutory model articles for a private company limited by guarantee give the chair a casting vote automatically. There is no bracket and no note suggesting it is optional. A company that wants it gone has to amend its articles.
• The Charity Commission’s own model articles for a charitable company present the identical clause as an explicit choice, in square brackets. A drafting note says it is “common but not obligatory”.
• Both Charity Commission CIO models do the same: the casting-vote clause is bracketed, with the same note — "(3)(c) It is common, but not obligatory, for the Chair to have a casting vote. You may include or delete this power." — drafting notes to both models.

So a charity that adopted a model constitution and changed nothing has already decided about its casting vote, whether or not anyone noticed. The only way to find out which way it went is to open your own constitution and read the trustee-meetings clause.

Neither CIO model says what happens on a tied vote if the clause was deleted. The ordinary implication is that the resolution fails. But the Commission does not say so, and we will not state it as though it did.

One further point for an association CIO: the model carries a separate casting vote for the chair of a members’ general meeting, also bracketed. Those are two different clauses. Deleting one does not touch the other.

The standing agenda and the filing deadline

A standing agenda is yours to design, but the filing deadline fixes when the accounts meeting must sit.

The Charity Governance Code names the chair’s part in this directly. Its Decision-making principle says the chair “is active in the design of meeting agendas to ensure effective use of board time”. Its Leadership principle asks for clarity about the different leadership roles of chair, board and senior staff.

These are shoulds, not musts. The Code is a voluntary, sector-authored tool that the Commission observes rather than writes. It is good practice the regulator would expect you to have considered, not law.

The one hard date that shapes the schedule is the filing deadline; the rest of the year’s dates belong in your annual compliance calendar. In England and Wales the annual report and accounts go to the Commission within 10 months of the end of the financial year.

Work backwards from that. The meeting that approves the accounts has to sit far enough ahead of the deadline to leave room for three things:

• an examiner or auditor to finish
• the report to be signed
• the filing itself

A schedule that puts the approval meeting a fortnight before the deadline is a schedule that will one day miss one. What that meeting has to do is on approve and sign the accounts.

Everything else in a standing agenda is yours to design. It could include:

• a fixed opening for conflicts and apologies
• a finance item
• a risk item
• a closing item that reads back the decisions taken and who is doing what

The point of fixing it is that nobody has to remember to put the uncomfortable items on.

Common mistake: believing the law requires a minimum number of board meetings

It is the single most repeated claim in charity governance content, and it is not true anywhere in the UK.

Boards that believe it go wrong in one of two ways. Some over-comply against an imaginary rule. Worse, some assume the law has a floor and never read their own document. That document may set a higher one they are currently breaching.

Common mistake: deciding by phone or email round-robin without checking that the document allows it

It is quicker, and it feels like asking everyone. In One Community Organisation the Commission found the chair had decided and then relayed the decisions to trustees one by one. It recorded its conclusion in one line: “Any decision made without a quorum is invalid.”

Some governing documents do permit decisions outside meetings. The question is whether yours does, and you answer it before you rely on it, not after.

Worked example

Tollgate Youth CIO’s constitution says nothing about how often the trustees must meet. The board has been meeting once a year, alongside the accounts.

They are not breaking a statutory rule, because there is no statutory rule to break.

But CC48 recommends at least a pair of trustee meetings a year where the document is silent. And a single annual meeting makes one of the general trustee duties hard to evidence. That duty is managing the charity’s resources responsibly. A board that meets once cannot show it was overseeing anything between those meetings.

At that meeting, Tollgate decides a number, minutes it and sets the dates. The number is theirs to choose. The record of having chosen it is what makes the choice defensible later.

With the calendar and the quorum set, the next step is to establish how you take and store minutes.