Governing documents

When an organisation is formally established it will adopt a governing document or set of rules. The governing document sets out the legal structure for the organisation. There are four common types of legal structure and governing document:

• The governing document of an unincorporated association is usually called a constitution
• The governing document of a Trust is usually called a Declaration of Trust or Trust Deed.
• The governing document of a Company Limited by Guarantee is called a Memorandum and Articles of Association
• The governing document of an Industrial and Provident Society is called the Rules.

The governing document usually includes:

• The organisation’s purposes or objects – these are usually written in  broad, formal language
• Powers – how the organisation can carry out its purposes (for example, by employing staff)
• Procedures for admitting members and organising general (members’) meetings (if relevant)
• Rules for the operation of the board and delegation
• Procedures for the election, appointment and proceedings of trustees
• Other procedures related to the overall administration of an organisation (for example, procedures for amending the governing document or closing down the organisation).

Trustees must ensure that the governing document is followed. They must ensure that the charity’s funds and assets are used only in furtherance of its objects or purposes. Failure to do so could constitute a breach of trust.