Trustee board composition and structure

The composition, or structure, of a board, is usually set out in a charity’s governing document and/or in accompanying rules or by-laws. The composition of the board might cover:

• The maximum and minimum size of the board
• How trustees are elected or appointed, including those appointed by other bodies
• Trustees with specific roles, such as Honorary Officers
• The ‘term of office’ or length of service of trustees – this sometimes differs between Honorary Officers and trustees
• Individuals who attend board meetings in an advisory capacity – for example, individuals representing outside organisations who attend as observers, staff and professional advisors.

The rules vary from charity to charity: some charity’s rules are lengthy and complex; others are very simple. 

Sometimes charities review and make changes to the composition of their board. For example:

• Some membership charities have found that their trustee board, in seeking to represent all the different interests of members, becomes too large to govern effectively. One way of dealing with this situation is to reduce the size of the trustee board and create a larger, elected advisory council that has the right to appoint some or all board members.  
• Trustees appointed by outside bodies sometimes find that they face regular conflicts of interest. They might feel more comfortable acting in an advisory or observer capacity.

Any changes to the governing document and accompanying rules must be carried out in accordance with the law and the provisions in the existing governing document.