Chair of trustees responsibilities

Where the chair's role comes from

Charity law does not automatically give the chair of trustees any extra powers or duties. The Charity Commission's The essential trustee (CC3) says: “Some trustees have special roles, such as the chair and the treasurer. They are known as officers. You must comply with any specific provisions for officers in your governing document.” and “Charity officers do not automatically have any extra powers or legal duties than their co-trustees, but may carry out specific roles or have specific responsibilities delegated to them. However, all trustees remain jointly responsible for the charity.”

So the chair is a trustee with a particular job, and the job is defined by the governing document. The Commission's model articles for a charitable company (GD1) say at article 44: “The directors shall appoint a director to chair their meetings and may at any time revoke such appointment.” and “The person appointed to chair meetings of the directors shall have no functions or powers except those conferred by the articles or delegated to him or her by the directors.” Its model constitution for a foundation CIO is permissive: “The charity trustees may appoint one of their number to chair their meetings and may at any time revoke such appointment.”

For a CIO the regulations require the constitution to deal with it. Under regulation 13 of the Charitable Incorporated Organisations (General) Regulations 2012, a CIO's constitution must make the “standard charity trustee provisions”, which include provision about trustees' meetings and in particular “the appointment of a chair of such meetings”.

So the board appoints the chair, can usually revoke the appointment, and keeps responsibility for every decision the chair has not been authorised to take. This guide covers charities in England and Wales; the chair of a maintained school's governing board works under statutory rules, set out in our guide to the chair of governors.

What a chair of trustees usually does

CC3 describes the role at section 12.2: “The role of the chair may vary depending on the charity’s circumstances. The chair usually:”

• “helps plan and run trustee meetings (and in a membership charity, members’ meetings)”
• “takes the lead on ensuring that meetings are properly run and recorded”
• “takes the lead on ensuring that trustees comply with their duties and the charity is well governed”
• “might have a second or casting vote if a vote on a trustees’ decision is tied, but only if this is specified in the charity’s governing document”
• “may act as a spokesperson for the charity”
• “acts as a link between trustees and staff”
• “line manages the chief executive on behalf of the trustees”

The chair is also the first person a worried trustee goes to, though responsibility stays with the whole board. CC3 says: “If you think that your fellow trustees are acting in breach of their duty, you should discuss the matter with the chair or your fellow trustees.” The trustees' own duties are in our guide to charity trustee responsibilities; the chair carries the same six duties as every other trustee.

The voluntary Charity Governance Code (2025 edition), written by a cross-sector steering group and not a regulatory requirement, describes the leadership side. It expects that “There is clarity and respect for the different leadership roles of chair, board and (where they exist) CEO and senior staff”, that “The board, led by the chair, creates an environment in which people can contribute effectively”, that “The chair leads on ensuring the board operates cohesively, with sound decision making and good relationships” and that “The chair addresses trustee behaviours, in and outside meetings, when these fall short of the agreed expectations”.

Strategy is the board's, not the chair's. CC3 requires every trustee to ensure the charity is carrying out its purposes; the chair's part is to lead the board in setting the charity's strategic direction, testing its impact and keeping its financial position under review with the treasurer, so that the future plan is one the whole board owns. The chair also leads on the board itself: the Code expects that “The chair seeks to understand the motivations, strengths and areas for development of trustees and supports them to address their development needs”, and in practice the chair leads on the board's skills and experience, trustee recruitment and induction, and a periodic review of how well the board works. Our guides to a trustee skills audit and a board effectiveness review cover those tools. The Code's suggested evidence also includes “Role descriptions for officer roles, including the chair”: build one from the governing document, the authority the board has delegated and CC3's list.

Running trustee meetings

Who chairs a meeting is for the governing document. The Commission's Charity meetings (CC48) says: “Check your governing document for details about who must chair your meetings.” and “If your governing document does not have this information, you and the other trustees need to appoint a chair for your meeting. This can be the chair of your charity (if your charity has a chair) or another nominated trustee.”

In the meeting, CC48 expects the chair to make sure, among other things, that “one person or group of people do not dominate the meeting” and that “voting to make decisions is done correctly”. Before it, the Code expects that “The chair is active in the design of meeting agendas to ensure effective use of board time”: the chair agrees with the chief executive or clerk what board meetings are being asked to decide.

A conflicted chair steps aside for the item. CC48: “You should also appoint a deputy to chair the meeting during agenda items where the chair has declared a conflict of interest.” The foundation CIO model adds at clause 15(3)(a) that a trustee “shall not be counted in the quorum present when any decision is made about a matter upon which he or she is not entitled to vote”. Our guide to a conflict of interest policy covers declarations and the register.

The record is the chair's to sign. CC48: “Approve the minutes at the beginning of your next meeting. The chair should then sign the minutes and store them safely.” For a CIO, regulation 38 of the CIO (General) Regulations 2012 makes trustees' minutes “evidence of the proceedings at the meeting if they purport to be authenticated by– (a) the chair of that meeting; or (b) the chair of the next charity trustees’ meeting”, and regulation 37 requires the records to be kept for at least 6 years.

The casting vote, and deciding alone

A chair of trustees has a casting vote only if the governing document gives one. CC3 says the chair “might have a second or casting vote if a vote on a trustees’ decision is tied, but only if this is specified in the charity’s governing document”, and CC48 says: “Check your charity’s governing document for details about any powers the chair might have. For example, the chair may have a second, casting vote to decide a matter where the vote is evenly split.”

The Commission's own models leave it optional. The foundation CIO model puts it in square brackets at clause 15(3)(c), with the note: “It is common, but not obligatory, for the Chair to have a casting vote. You may include or delete this power.” GD1 does the same at article 41(5). But a charitable company that adopted the statutory model articles for companies limited by guarantee has one by default: article 13 says “If the numbers of votes for and against a proposal are equal, the chairman or other director chairing the meeting has a casting vote”, unless the chair is not counted for quorum or voting on that matter. Read your own articles, and use a casting vote sparingly: an evenly split board often needs more information, not a tie-break.

The chair cannot decide alone by virtue of the role. CC3: “A chair can only make decisions in accordance with any provision in the governing document or delegated authority agreed by the trustees, and should notify the other trustees of any decisions made.” Where the board wants the chair to take urgent decisions between meetings, the Commission's Decision making for charity trustees (CC27) says “You may have the power to authorise the Chair to make urgent decisions between meetings. These can be called ‘Chair’s actions’. Trustees should agree a clear, written policy on what types of decisions your Chair can make.” and “Trustees should review and confirm decisions by the Chair at their next meeting.” Our guide to trustee decisions between meetings covers how to set that up and record it; the test of a delay being “seriously detrimental” in regulation 8 of the School Governance (Roles, Procedures and Allowances) (England) Regulations 2013 governs a maintained school chair's action and is not a charity-law rule.

The chair and the chief executive, appraisal and succession

Where a charity has staff, CC3 says the chair usually “line manages the chief executive on behalf of the trustees”: the chief executive, not the staff team, and on the board's behalf, not the chair's own. The Code expects that “The chair invests time in developing the relationship with the most senior member of staff”, and its suggested evidence includes “Records of regular management meetings, objective setting and appraisals between the chair and CEO”. In practice: a regular one-to-one with a short note of what was agreed, and objectives set by the board.

The chair is appraised too. The Code's suggested evidence includes “Regular appraisal of the chair and trustees”, and it says “The board considers appointing a trustee or vice chair who can: provide a sounding board for the chair; help with concerns about the relationships within the board, or between the board and senior staff; organise appropriate appraisal of the chair”. A vice chair is something to consider, not a requirement.

Appointment and term: the Code says “The board follows a fair, open process for appointing the chair, identifying the leadership qualities needed”. There is no statutory term for a charity chair; the governing document sets any limit. The Code's nine-year point is about service as a trustee, the chair included: “Where a trustee has served for more than nine years, their reappointment is subject to a rigorous review, and explained in the trustees' annual report”. Nine years is a point for review, not a legal maximum. Plan succession early, so a future chair has time to learn the role.

Paying the chair for carrying out the role is exceptional. The Commission's guidance on paying a trustee for carrying out trustee duties says: “This should only be considered in exceptional circumstances and for a temporary period of time when paying a trustee clearly brings a significant advantage to the charity over other options.” and warns: “A specific risk is that the paid trustee may become overly influential. This risk can increase if the paid trustee: is the charity’s founder or chair”. Payment for trustee duties needs a clear power in the governing document or the Commission's authority. Paying a trustee, the chair included, for goods or services follows separate rules, including the statutory power in section 185 of the Charities Act 2011, and repaying reasonable expenses is not a trustee payment at all.

The messages that reach the chair, and leave with them

The chair is the trustee everyone messages. The chief executive, late in the evening, about a funder pulling out. A trustee worried about another trustee's conduct. The safeguarding lead, wanting a view before making a referral. The treasurer, flagging a cash problem before the next meeting. Much of the chair's real work happens in those threads, and most of it happens on the chair's personal phone.

Those messages are part of the charity's governance record. The Code asks for records of the chair–CEO relationship and for the chair to address trustee behaviour “in and outside meetings”; CC3 says a chair who decides under delegated authority “should notify the other trustees of any decisions made”. When the chair stands down, those threads leave with them, and the incoming chair inherits the minutes but none of the conversations behind them.

ComplyChat is a messaging app for work conversations an organisation needs to keep. A board channel, or a chair–CEO channel, held by the charity keeps those threads with the charity when the chair changes, and because a mobile number verified by SMS is an identity on the platform, trustees without a charity email account can take part. Everyone added to a channel is told it is on the record, and on the paid plans the record files into the charity's own Microsoft 365 under its own retention rules. It does not change who decides, and it is not a board portal or an appraisal system. A board whose chair and chief executive already work only in charity accounts may not need it.

A question for the next board meeting: if the chair changed tomorrow, what would the new chair be able to read?

Questions people ask

What does a chair of trustees do?

A chair of trustees leads the board: the Charity Commission's CC3 says the chair usually helps plan and run trustee meetings, takes the lead on ensuring meetings are properly run and recorded and that trustees comply with their duties, may act as spokesperson, links trustees and staff, and line manages the chief executive on the trustees' behalf.

What are the key differences between a chairperson and a trustee?

The chair is a trustee with a particular role, not a different kind of trustee: CC3 says charity officers “do not automatically have any extra powers or legal duties than their co-trustees”, and all trustees remain jointly responsible for the charity.

Does the chair of trustees have a casting vote?

Only if the governing document gives one: CC3 says the chair “might have a second or casting vote if a vote on a trustees’ decision is tied, but only if this is specified in the charity’s governing document”. The Commission's model CIO constitution and model articles make it optional, but a charitable company using the statutory model articles has one by default, so check your own articles.

Can the chair of trustees make decisions alone?

Only within the governing document or authority the trustees have delegated: CC3 says “A chair can only make decisions in accordance with any provision in the governing document or delegated authority agreed by the trustees, and should notify the other trustees of any decisions made”. CC27 adds that trustees should agree a clear, written policy for chair's actions and review and confirm them at the next meeting.

How long can a chair of trustees serve?

As long as the governing document allows: there is no statutory term for a charity chair. The voluntary Charity Governance Code 2025 says that where a trustee has served for more than nine years, their reappointment is subject to a rigorous review and explained in the trustees' annual report.

Official guidance and your next step

The Charity Commission's guidance is section 12 of The essential trustee (CC3), with the shorter Charity trustee: what's involved (CC3a), Charity meetings (CC48), Decision making for charity trustees (CC27) and its guidance on paying a trustee. The standard clauses are in the Commission's model articles (GD1) and foundation CIO model constitution, and the good-practice standard in the Charity Governance Code (2025 edition). Quotations are from those pages as published on 8 October 2026.

This guide is a summary for charities in England and Wales, not legal advice; your governing document decides the chair's powers. Scottish charity chairs should look to OSCR's guidance, and Northern Ireland charities to the Charity Commission for Northern Ireland.

Then do one thing: find the clauses in your governing document that mention the chair, and list in one place every power they give and every authority the board has delegated. If the list is longer than the board remembers agreeing, take it to the next meeting.