How many trustees does a charity need?
Follow your governing document's rules on numbers. The Commission recommends at least three trustees, unconnected and unrelated, with a good range of skills.
| Structure (Commission model) | Minimum in the model | Maximum | Quorum at trustee meetings | Minimum age |
|---|---|---|---|---|
| CIO, foundation or association | You fill it in; the guidance says at least three | Optional; suggests 12 | Two, or the number nearest a third of the trustees if greater (unless set higher) | 16 |
| Charitable company (GD1) | You fill it in; the notes recommend three | None unless the members decide | Two, or the number nearest a third if greater (unless set higher) | 16 |
| Charitable trust (GD2) | You fill it in; the notes recommend at least three | None in the model | Two, or at least a third of the trustees if greater, present throughout | 18 |
| Charitable association (GD3) | Not less than three | None unless a general meeting decides | Two, or the number nearest a third if greater (unless set higher) | 18 |
| Small charity constitution (GD4: under £5,000, no building or staff, not registering) | Three, elected at the AGM | Ten elected, plus up to two appointed during the year | Three | 18 |
The age is the legal minimum: 16 for a CIO or charitable company, unless its governing document says older; 18 for any other charity.
Can a charity have one or two trustees?
- One: possible where the single trustee is a corporate body, such as a local authority. The application asks whether you have a single corporate trustee. The CIO model says to take professional advice for any arrangement other than a board of individuals.
- Two: the trust deed notes say at least two trustees are needed to give a receipt for capital. But you need to meet both your document's minimum and its quorum, and the Commission recommends three.
Why three
The model notes give two reasons: better decisions, and sharing the duties and responsibilities. A trustee who can't vote on a matter because of a conflict doesn't count towards the quorum for it. With three trustees and a quorum of two, if one must step out, the other two can still decide. Any payment to a trustee also has to be legally authorised.
Related trustees
The Commission recommends trustees who are unconnected and unrelated. If a couple and their child are the trustees, a proposed payment to one of them could leave all three conflicted, with no one left to decide. For trustee payments for goods and services, section 188 of the Charities Act 2011 defines connected persons: specified relatives, spouses and civil partners, business partners, and organisations they control or have a substantial interest in.
Upper limits
The CIO guidance suggests 12 as a maximum, so everyone can take part in meetings, but allows a higher or lower number. The CIO models let you choose a fixed number or a range.
If numbers fall below the minimum
Under the CIO models, the remaining trustees can only call a trustee meeting or appoint new trustees until numbers are back up. Under the model trust deed, if numbers fall below the quorum, the remaining trustees can only appoint new trustees. Follow your own document.
Terms
- CIO models: fixed terms are good practice; an optional clause limits consecutive terms, with three suggested.
- Association CIO model: under its rotation option, a third of elected trustees, or the nearest number, retire at each AGM after the first. Trustees the board appoints between AGMs retire at the next one.
- Charitable association model (GD3): every trustee retires at the AGM after their appointment and can stand again.
- Foundation CIOs: the Commission recommends staggering first terms, for example four, three and two years.
Before you apply
- Your governing document states a minimum, and you have at least that many.
- Everyone is eligible and old enough. Trustee rules.
- Every trustee has signed the declaration, and the total on it matches the application.
- Trustees are appointed the way your governing document says.