Know your Trustees – Managing Trustees

We regularly receive enquiries from people who are uncertain about their roles and responsibilities as Trustees. This is the fourth and final article in our series explaining the lines of demarcation between the roles of the different types of Trustee, explaining what they are and are not empowered to do.  

To re-cap, there are four types of Trustee, each with a specific range of functions and responsibilities.   

• Custodian    
• Sole   
• Holding  
• Managing           

This time we are looking at Managing Trustees. You are always welcome to talk to one of our experienced Community Development Officers for a one-to-one explanation. You can contact us on 01362 698216 or by emailing  office@communityactionnorfok.org.uk.  

What exactly are Managing Trustees? 

They rejoice under any of several different titles: 

• Administrative Trustees 
• General Trustees 
• Directors,  
• Board Members 
• Governors  
• Committee Members 

Whatever they are called, the governing document describes them as being responsible for the running and managing of the charity. 

Elected, Co-opted and Representative

Charities can appoint Trustees in different ways – but it’s important to ensure this is done according to how the governing document directs. They can be: 

• Elected – appointed by vote (usually annually) as individuals interested in the charity.  They may have other roles or be part of other organisations, but they stand as independent individuals 
• Co-opted – some governing documents allow Trustees to co-opt suitable candidates either because they have the expertise and skills needed at that time, or because there is a vacancy on the committee and they need to appoint enough numbers to be quorate. The governing document’s process must be adhered to; for example, does it allow for co-option, how are they to be appointed and do they have to stand for re-election at the AGM? 
• Representative – many charities’ governing documents allow for appointment of a Trustee from a group or organisation which has an interest in the charity.  An example might be a parish council or a charity supporting a service-user group. 

Aside from how Trustees are appointed, they all: 

• are equally responsible and liable 
• have equal say in decision making 
• should act in the charity’s best interest and to further its purposes regardless of other interests 
• should make decisions without outside influence 

The last two are particularly important for representative Trustees, or Trustees with outside interests to consider.  They are not there to voice the views of the organisation they are a party of – they are there only for the charity’s best interests and purposes.  

What do Managing Trustees do then? 

They carry out the aims and purposes of the charity for its benefit. It sounds simple but it’s easy to drift away from those! The Managing Trustees must: 

• follow the governing document, which specifies the remit of what they can do. What are the aims and purposes they should be focusing on? Sometimes the governing document might be outdated – at CAN we can advise on that. 
• make and record clear decisions, minuting Trustee meetings and recording decisions and actions relating to carrying out the charity’s aims and objectives. 
• keep up to date with the responsibilities of trusteeship. It’s worth re-reading the Charity Commission’s ‘Essential Trustee – what you need to know, what you need to do’.  Trustee training refreshers are a good idea – Compliance with charity law is important. CAN is happy to advise on this too – we offer Trustee training. 
• stay quorate. Decisions can’t be made without a quorum. So it’s important to make sure that a replacement is lined up before someone steps down.  

Chairs, Treasurers and Secretaries 

Regardless of whether an individual is the Chair, Treasurer or Secretary, all the Trustees bear collective responsibility for decisions made and the outcomes. The Treasurer, for example, is not individually responsible for finance – all Trustees are responsible should have oversight.  

Frequently occurring issues and questions 

“I’m on the committee but I am not a Trustee” 

Not so. That’s a common misperception. You might actually be a Trustee and unaware of it, or the Trustees are allowing a non-Trustee to have a say in decision-making. Both scenarios are quite wrong and must be corrected. Nor should Trustees’ decisions be influenced by outside parties, even if part of the charity’s operations. They do need insight from relevant people though, and a good way to do this is by having regular reports to Trustee meetings.  For example, a Chief Executive Officer from ‘outside’ might make a report to the Trustees about the operation of the charity, based on what information the Trustees are looking for. The Trustees can then work from that. 

“I have a volunteer role within the charity as well as being on the committee” 

That’s fine.  A lot of charities work like this. The key is to make sure the roles are clearly defined and that you are fully aware  (a) of what you are doing as a Trustee and (b) what you are doing as a volunteer.  Remember that your volunteer role might inform your Trustee role, but it should not influence it.   

“I am paid to do the charity cleaning as well as being a trustee” 

This is not so good!   

• Your governing document might expressly state that Trustees cannot be employed by the charity or benefit from it financially 
• Even if it does not forbid it, it’s not good practice for a Trustee to be employed by a charity; Charity Commission permission should always be sought.   
• Being dispassionate about the cleaning role, is there any reason why someone unconnected could not be the cleaner? The Board needs to think about why appointing a Trustee to this role is better in the charity’s interest than an outside person with no conflict of interest.  
• If you run a local cleaning company and are providing this as a service, rather than being directly employed by the charity, then the Board will need to assess quotes for the work and identify why yours is preferable to a quote from a company with no conflict of interest.  You, and anyone connected to you, e.g. spouse, child or  sibiling, should not be part of this decision process.  You will need a robust conflict of interest policy to support this 

As always, if you’re not sure, ask us at CAN. We can help! 

“I voted against a decision that was made at the last meeting so I am not responsible for it” 

Yes you are!  All Trustees are collectively responsible for all decisions achieved by majority vote.  Sometimes you will be expected to uphold a decision you voted against!  

Not sure about all of this?  

CAN has lots of advice and guidance available for Trustees, including factsheets, policy documents, Trustee training, and many other sources of information through our website. Membership of CAN enables even more in-depth advice and support for complex issues. 

Call us on 01362 698216 or email office@communityactionnorfolk.org.uk