Name of Your Charity
Content
Our Charity 3
Vision: 3
Mission: 3
Values: 3
Why Name of Your Charity is needed? 3
How will Name of Your Charity work to meet those needs? 3
What makes Name of Your Charity the right charity? 3
What is the history of the Name of Your Charity? 3
Leadership 3
Joining the Name of Your Charity Board of Trustees 4
What is a Trustee? 4
In what circumstances would you not be eligible to be a member of the Board of Trustees? 4
What is governance? 4
What will your responsibilities be? 5
Name of Your Charity Trustee Code of Conduct 7
Principles 7
The Code 7
Name of Your Charity Board of Trustees Roles 10
Board Development 11
Self Assessment 11
360° Trustee to Trustee 11
The FSI Trustee By-Laws 13
Board of Trustees 13
Officers 13
Committees 13
Meetings 13
Voting 14
Conflict of Interest 14
Fiscal Policies 14
Amendment 14
Expenses Policy 14
Bribery (Recent Changes to the Law) 14
Equality (Recent Changes to the Law) 16
Charity Policies 16
Job Descriptions 16
Appendix 1: Sample Job Descriptions 17
Appendix 2: Risk 22
Appendix 3: Articles of Memorandum 23
Appendix 4: Reserves 24
Appendix 5: Conflict of Interest 25
What does the law say about conflicts of interest regarding trustees? 25
What is a Conflict of Interest? 25
The FSI Conflict of Interest Statement 26
Decisions taken where a trustee or member of staff has an interest 26
Data Protection 26
The Declaration of Interests 27
The Declaration of Interests 27
Appendix 6: Equal Opportunities/Read Only 28
Appendix 6: Equal Opportunities/Complete & Return 29
Appendix 7: Availability/Read Only 30
Appendix 7: Availability/Complete & Return 31
Appendix 8: Board Meetings 32
Appendix 9: Resolutions 33
Appendix 10: Trustee/Volunteer Expenses 34
Our Charity
Vision:
Charity to complete.
Mission:
Charity to complete.
Values:
Charity to complete.
Why Name of Your Charity is needed?
Charity to complete.
How will Name of Your Charity work to meet those needs?
Charity to complete.
What makes Name of Your Charity the right charity?
Charity to complete.
What is the history of the Name of Your Charity?
Charity to complete.
Leadership
Details about your Trustees – I have left one of the FSI Trustees here for guidance
Anon is director of communications for the X. He has worked in both commercial and charity roles: director of campaigns and communications at medical charity Action Medical Research, responsibility for Communications at Barnardo's, international PR manager for The Body Shop and a PR and campaigning role at the Campaign for Nuclear Disarmament. X experience and knowledge in the communications field is a constant source of vital knowledge for X – smaller charities often find it hard to raise awareness of their brand, their charity, and their activities with; with X we can learn and share tips from the best.
Joining the Name of Your Charity Board of Trustees
What is a Trustee?
As a trustee of the Name of Your Charity you will share its vision.
By becoming a trustee of Name of Your Charity, you are joining the voluntary sector which has over 180,000 registered charities in the UK, each with their own board of trustees.
Trustees of the Name of Your Charity share the values of the charity. At all times these values guide us as we work together, as a board or with the staff team, to ensure that all the resources and assets of the charity are used to deliver the vision as set out in the charity’s governing document.
To support you in being a great trustee Name of Your Charity have developed this document and a set of Job Descriptions (Appendix 1 Job Descriptions) that will help you better understand your role.
In what circumstances would you not be eligible to be a member of the Board of Trustees?
As a trustee you will have been asked to sign a declaration that you are not disqualified from acting as a trustee. You are disqualified from acting as a trustee if you fall under any of the following provisions, detailed in section 72 of the Charities Act 1993:
· You are under the age of eighteen, unless the charity is a registered company
· You have been convicted of an offence involving deception or dishonesty, unless the conviction is spent (this depends on the sentence given, not on the offence committed).
· You are an un-discharged bankrupt
· You have previously been removed from trusteeship of a charity by the Court or the Commissioners
· You are under a [1]disqualification order under the Company Directors
What is governance?
Governance is usually defined as dealing with the systems and processes that concern the overall direction, oversight, performance and accountability of the charity. Therefore trustees, as board members, have ‘ultimate responsibility for directing the affairs of the charity, ensuring that it is solvent, well-run, and delivering the charitable outcomes for which it has been set up’.
It is important for trustees to collectively input into the long-term strategic plan, working together to refresh and renew the charity to better support the needs of its beneficiaries and deliver against its aims and objectives.
Name of Your Charity has been developed to govern and support the charity. We intend to keep our staff group efficient and effective but lean, and it is therefore imperative that trustees have skills[2] to offer that will enhance our ability to support our issue and support the running of the charity.
Our trustees have a responsibility to ensure that they undertake continuous professional (for the third sector) development so that you are fully prepared for your governance role. You will be kept up to date on new developments within, or affecting the sector, by the CEO.
What will your responsibilities be?
Above we talked about governance, which is the primary function of the board of trustees. Governance is the process used to make sure that the charity operates effectively, that it has a clear vision, mission, set of values, and strategy. Your role as a trustee is not about the day to day operational activities, but about making sure that the framework is in place to ensure that there are sufficient resources, both structural and financial, to undertake the activities outlined in the annual operating plan. Simply put your role is not to do the work but, rather, to make sure that the work can be done.
As a trustee, and to avoid the most common difficulties that can arise in a charity, you must fully appreciate your responsibilities for the charity and its resources, and not treat your position as purely honorary. By becoming familiar with the constitution you will be clear about what Name of Your Charity does, and does not, have the powers to do. This will help you govern wisely. As a trustee it will be important for you to know when to seek specialist advice when/if you feel you are not qualified to make specific decisions. Your primary objective is to always manage the charity in the interests of the charity as a whole, not in your own interests.
Key areas of responsibility:
· Direction – the board is the custodian of the vision and must ensure that the charity has a clear sense of direction and purpose. Your responsibility will be to share the vision with staff and others. One way of doing this is through your mission statement, a short, clear statement covering why you exist, what you do and how you do it, and importantly who will benefit from what you do.
· Values – as a board member, in all your interactions with the charity you must act in accordance with the values of the charity.
· Legal – trustees must act with integrity to ensure the charity conforms to relevant laws and regulations and its own governing documents, remaining true to the purpose for which it was established.
· Leadership – you will ensure that the charity is delivering against its stated objects, set by the long-term strategy strategic plan/direction.
· Control – as a member of the board you should ensure that the charity is monitored and that it is performing well, is solvent, and complies with all of its obligations.
· Delegation – the board will delegate certain responsibilities to the CEO, but you must set the objectives of the CEO and monitor performance against objectives.
o As a board member you will work closely with the CEO to identify the functions[3] within the charity, and allocate governance responsibility for each of these to board members (in some instances trustees will fill gaps where Name of Your Charity does not have the function covered by a member of staff).
· Risk (Appendix 2 Risk Register) – as a board member you will be responsible for ensuring that all potential risks to the charity are mitigated – this is delegated to the CEO, but it is an important and crucial part of your governance role to ensure that the charity is not put at risk.
· Prudence – the board has responsibility for the financial health of the charity. As a board member you must ensure that it remains solvent, that funds are properly used, and that proper care is taken in managing financial risk (Appendix 3 Reserves Policy). The board has ultimate responsibility for approving the annual budget which is produced by the CEO.
· Independence – it is absolutely crucial that a charity remains independent and is not controlled or manipulated to act as a representative of someone else’s interests. Once you take your place on the board you must make decisions solely in the best interests of the charity, irrespective of the wishes of others. Equally trustees should be careful to ensure that the charity has a good spread of income and does not become overly dependent on any single individual, company or other organisation. This is to ensure that the charity always has the freedom to act in the best interests of its beneficiaries.
· Versatility – as a trustee your remit is to show interest in all of the work of the charity, keeping your eye on the various activities, and when necessary taking action. Be prepared to ask the awkward, or even obvious, questions to ensure that you are fully informed and able to discharge your duty of governance.
Name of Your Charity Trustee Code of Conduct
Principles
1. Selflessness – trustees should act solely in terms of public benefit. They should not act in order to gain financial or other benefit for themselves, their family, or their friends.
2. Integrity – trustees should not place themselves under any financial or other obligations to outside individuals or organisations that might seek to influence them in the performance of their role as a trustee.
3. Objectivity – in carrying out the business of the charity, trustees should make choices based on merit.
4. Accountability – trustees are accountable for their decisions and actions to their stakeholders and the public, and must submit themselves to whatever scrutiny is appropriate to their role.
5. Openness – trustees should be as open as possible about all the decisions and actions they take.
6. Honest – trustees should declare any private interests relating to their trusteeship and take steps to resolve any conflicts arising in a way that protects the public benefit (Appendix 4 Conflict of Interest Policy).
7. Leadership – trustees should promote and support these principles by leadership which has its base in the values of the charity.
8. Support – trustees should be prepared to give their time, expertise and contacts to the charity and without exception trustees should make a financial contribution, within their means, to the charity.
The Code
GENERAL1. Act within probity and due prudence, and take and consider professional advice on anything in which the trustees do not have expertise themselves
2. Except where legally authorised, trustees must not gain financial or other material benefit for themselves, their families, or their friends
3. Trustees must not place themselves under any financial or other obligation to outside individual organisations that might influence them in the performance of their official duties
4. Trustees should conduct themselves in a manner which does not damage or undermine the reputation of the charity or its staff individually or collectively, and should not take part in any activity which is in conflict with the objects, or which might damage the reputation of the charity
5. Trustees must take joint responsibility for all decisions taken
6. Trustees who are part of sub-committees must take all reasonable steps to ensure that other trustees are kept fully up-to-date with information upon which decisions are taken
RESPONSIBILITIES
1. Trustees must, with the help of the CEO and the senior staff team, formulate and review regularly the charities vision, strategic objectives, and plans
2. Trustees must ensure, with professional advice where appropriate, that the charity complies with all regulatory and statutory requirements, and must exercise overall control over the charities affairs
3. Trustees must be familiar with, and regularly review, the rules and constitution of the charity
4. Trustees must annually review the charities performance against its vision and objectives
TRUSTEE MEETINGS
1. Trustees must attend meetings regularly. If attendance is proving a problem they should request a leave of absence or a sabbatical
2. If Trustees are absent from more than 50% of Trustee Meetings then a discussion with the Chairman of the Board will take place to assure the Board that the Trustee is able to continue to meet their responsibilities to Name of Your Charity.
3. Trustees should bring a fair and open-minded view to all discussions, and should ensure that all decisions made are in the charity’s best interests
4. Trustees must aim to foresee and avoid any conflict of interest. Where this arises, the trustees must declare it and absent themselves from the meeting
5. Confidential information or material provided to, or discussed at a trustee meeting must remain confidential, within the confines of the meeting, and be managed according to relevant legislation.
6. Trustees should be as open as possible about the decisions they take, giving reasons where appropriate, and restricting information only when wider interests require it.
7. Trustees have a responsibility to develop and ensure the maintenance of a properly constituted, balanced, and competent board, including clear procedures for selection, training, retirement, and if necessary, removal of trustees.
BOARD RESPONSIBILITIES TO STAFF
1. Trustees should appoint the CEO
2. Trustees must ensure there is a clear understanding of the scope of authority delegated to the CEO
3. Policies and strategies agreed by the board should be clear and explicit and come from the board as a whole
4. Trustees should act fairly and in accordance with best practice principles in making decisions affecting the appointment, recruitment, professional development, appraisal, remuneration, and discipline of the CEO and delegate the same responsibility to the CEO for other staff
5. Trustees must understand and accept the difference in roles between the board and the CEO i.e. the CEO has the delegated responsibility from the board for the overall operation of the charity
6. Trustees must ensure they do not undermine the CEO. If trustees have concerns about the performance of the CEO or the performance of the charity this should be taken up with the chair. If trustees have concerns about the performance of the charity or a member of the staff this should be taken up with the CEO
7. If trustees have concerns about financial irregularities this should be addressed with the chair who will act upon the information appropriately and in accordance with agreed procedures
THE CEO WILL:
· Provide trustees with timely and relevant information in order to allow the board to govern well
· Provide the board with advice when necessary, ensuring that external professional advisors are available as and when needed
· Work in partnership with the board to ensure that it fulfils all its statutory and legal responsibilities
· Invest time, money, and other resources in order to help support and further develop good governance
· Provide the board with the necessary administrative and other support they need to govern well
· Reimburse trustees’ out-of-pocket expenses incurred in the course of their duties as a trustee
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