Charity governance framework

What a charity governance framework is

Governance is how a charity is directed and controlled: who decides, on what authority, and how the board provides accountability to beneficiaries, funders, members and other stakeholders. The framework is the set of rules and documents that answers those questions. It has four layers, and each has a different legal weight:

1. The law. Charity law, meaning the Charities Act 2011 and trust law, applies to every charity in England and Wales, starting with the requirement that its purposes are exclusively charitable and for the public benefit; the Companies Act 2006 adds company law for a charitable company; the Charitable Incorporated Organisations (General) Regulations 2012 apply to a CIO. Sector regulators add their own layer: the Fundraising Regulator for fundraising, CQC for a registered care provider, the Department for Education for an academy trust.
2. The governing document. The charity's own legal rulebook. The Charity Commission describes it as "a legal document" that "works as a rulebook", and trustees are bound by it. In the Commission's words in The essential trustee (CC3), "The governing document is essential to your charity."
3. The board's own framework. The documents trustees write within the space the governing document leaves them: a scheme of delegation, committee terms of reference, role descriptions, a code of conduct and the charity's policies. They bind people because the board adopted them, and the board can change them.
4. Good practice. The Charity Governance Code, whose 2025 edition was published on 3 November 2025, and the Commission's guidance. The Code says plainly that "Compliance with the Code is not a regulatory requirement"; it builds on the assumption that the charity is meeting its legal and regulatory responsibilities first.

The order matters. A policy cannot override the governing document, and the governing document cannot override the law. A common governance problem is a lower layer being treated as if it were a higher one: a board that assumed its standing practice on appointing trustees was allowed, when the constitution said otherwise.

The governance documents a charity needs

The core set of governance documents is short. Size and structure add to it, but every charity should be able to put its hands on:

• The governing document, in its current form with every amendment, and the evidence that each amendment was properly made.
• The register of trustees, with appointment and retirement dates and the clause each trustee was appointed under; a charitable company also keeps its statutory registers, and a CIO its register of charity trustees.
• Signed minutes of trustee and general meetings, and the record of decisions taken outside meetings. Our guide to board minutes retention covers how long they are kept.
• The trustees' annual report and accounts, whose structure, governance and management section describes the framework itself; see our guide to the trustees' annual report.
• A conflicts of interest policy and the register of interests.
• A scheme of delegation, including the matters reserved to the board, and terms of reference for each committee.
• Role descriptions for trustees and the officer roles, and a trustee code of conduct.
• A schedule of the policies the board has adopted, with each one's owner, date of approval and review date. Which policies a charity needs depends on its work; what places a policy in the framework is that the board adopted it and can say when.
• A governance handbook that holds all of the above in one place, which the Charity Governance Code lists as evidence for large charities and which helps boards of any size.

Each document needs an owner, a date of adoption and a review date. A policy nobody has reviewed since the trustee who wrote it left is not part of the framework in any useful sense.

The governing document: types, contents and changing it

The governing document's name depends on the charity's legal structure. The Commission's guidance on writing a governing document lists four: a trust deed or will for a charitable trust; a constitution for an unincorporated association; articles of association for a charitable company limited by guarantee, registered with Companies House; and a CIO constitution, in a foundation or an association model, for a charitable incorporated organisation. The Commission publishes model governing documents for each and recommends using them. Anyone setting up a new charity should start from the template for the chosen structure: when registering a charity, the Commission says it "will check this carefully".

Whatever the form, it covers the same ground: the charity's name; its objects, meaning its charitable purposes; its powers; how trustees are appointed, how long they serve and how they retire or are removed; meetings, quorum and voting; financial matters; the restrictions on trustee benefits; how the document can be amended; and what happens to the charity's assets if it is dissolved. Many also cover membership, the AGM and decisions taken outside meetings.

Trustees should read it, not just have it. The clauses that cause most trouble are the quorum, the trustees' terms of office, the power (or lack of one) to remove a trustee, and whether decisions can be made by email or other written means. If the governing document is silent on something the charity does every month, that is a gap the board should close.

Changing it follows the Commission's guidance, How to make changes to your charity's governing document, which has a page for each structure. The main points:

• Most changes do not need the Commission's permission, but three "regulated alterations" to a company's articles or a CIO's constitution do: changes that "change your charity's purposes", that "allow trustees, members, and people or organisations connected to them to benefit from your charity", or that "change what happens to your charity's money or property if you decide voluntarily to close it".
• A charitable company changes its articles by a special resolution of its members, which needs at least 75% of those voting, and sends the resolution and the amended articles to Companies House within 15 days.
• A CIO needs a resolution of the trustees and a members' resolution passed by at least 75% of those voting at a general meeting, or by all members if done another way, and sends the documents to the Commission within 15 days.
• An unincorporated association uses the amendment power in its constitution, or the statutory power every association has, which needs a trustees' resolution, a members' resolution passed by at least 75% of those voting at a general meeting (or by all members if done another way) and, for a regulated alteration, the Commission's authority; a charitable trust follows its own trust deed or the statutory powers for trusts.
• In every case the Commission should be told about the change, with the exact new wording.

Keep the resolution, the notice of the meeting, the vote and any Commission consent with the amended document. A future board needs to be able to show that the rulebook it is following was changed properly.

The board's own framework: delegation, committees and decisions

Within the governing document, the board decides how the charity is run day to day, and the Charity Governance Code 2025 is specific about what that part of the framework should contain. Under its Decision making principle it expects that "The board makes clear which matters are reserved for it to decide – and keeps this updated", that "The board sets clear written rules on delegation, controls and reporting, and reviews them regularly", and that "There are clear expectations on when and how matters should be escalated if a threshold for board involvement is met". Its suggested evidence is the practical list:

• a scheme of delegations, including matters reserved for the board, subject to annual review;
• documented authorisation limits, which may sit in the scheme of delegation;
• terms of reference for committees;
• procedures for decisions that need to be taken outside the board meeting cycle;
• board minutes that capture the rationale for decisions and actions;
• digital access to governance documents, including historical board minutes.

In a small charity with no staff, the scheme of delegation may be a single page saying what the chair and treasurer may do alone, what needs two trustees, and what only the full board can decide. In a charity with a chief executive it is the document that separates governance from management: the board sets strategy, approves the budget and holds the executive to account; the chief executive runs the charity within limits the board has written down.

Committees need their own terms of reference: purpose, membership, quorum, what they may decide and what they only recommend, and how they report to the board. A committee without terms of reference either does nothing or does things the board never agreed to delegate, and the trustees remain jointly responsible either way.

For academy trusts the framework has an extra layer: the articles of association, the funding agreement and the Academy Trust Handbook sit above the scheme of delegation, and the DfE's academy trust governance guide sets out what the board is expected to do.

Good practice, and reviewing the framework

The Charity Governance Code is the main statement of good governance practice for charities, and its 2025 edition applies to charities of all sizes on an apply or explain basis; the Code's own site sets out its principles in full. In the framework it is the fourth layer, the benchmark a board measures itself against, and nothing in it overrides the governing document.

A governance review asks whether the framework still fits the charity. The Code expects regular review of the board's performance, "ideally annually", and an external evaluation every three years for large charities, and it asks that the charity explain its board evaluation process in the trustees' annual report. A proportionate review for a small charity can be a single board meeting that asks:

1. Does our governing document still match what the charity does, and are we following it, especially on appointments, terms and quorum?
2. Is every governance document on the list above in date, owned and where the board can find it?
3. Does the scheme of delegation match how decisions are actually made?
4. Do the committees still have a job, and do they do it within their terms of reference?
5. Does the board have the skills it needs, and is trustee recruitment open?
6. Are we open about how the charity and its governance work, as the Code's Ethics and culture principle asks?
7. What does our annual report say about our governance, and is it true?

Record the review and the actions it produced. The review is itself part of the framework, and the next board will want to know what was decided and why.

Where the framework is actually exercised

A governance framework is written for meetings. The scheme of delegation says the chair may approve urgent spending up to a limit and report it to the next meeting; the governing document says whether trustees may decide by written resolution; the Code asks for procedures for decisions outside the board meeting cycle. Then the roof leaks in January, the contractor wants an answer by the afternoon, and the chair, the treasurer and the chief executive settle it in a thread on their personal phones.

That is the framework working as designed, and it is also the point where the record usually fails. The report to the next meeting says "chair's action: emergency roof repair approved". The messages that show the chair checked the limit, that the treasurer agreed, and that the decision was within the scheme of delegation stay on three phones the charity does not control. If the decision is later questioned, the charity can show its framework and cannot show that it followed it.

One answer is to give the board's between-meetings business a channel the charity owns, and to name it in the scheme of delegation. ComplyChat is built for that: a mobile number verified by SMS is an identity on it, so volunteer trustees without a charity account can take part; everyone added is told the channel is on the record and can object or leave; and messages are recorded on the server as they are sent. On paid plans the lasting record files into the charity's own Microsoft 365 once its tenant is connected, under its own retention rules. It is not a board portal or a governance handbook, and it does not replace the minute; the decision still has to be reported and minuted. ComplyChat Free is personal messaging with one private group, direct messages, up to 25 staff and three calendar months of recent history, with no Microsoft 365 archive.

A question for the next board meeting: take the last decision made under the scheme of delegation between meetings. Could the charity show, from a record it holds, that it was made within the limits the framework sets?

Official guidance and your next step

The Charity Commission's guidance on writing a governing document and changing one covers the legal core, and The essential trustee (CC3) sets out the duties the framework exists to support. The Charity Governance Code sets out good practice, and NCVO's governance guidance includes help with governance reviews. Quotations here are from those documents as published on 25 September 2026.

This guide is a summary for charities in England and Wales, not legal advice. In Scotland, charities are regulated by OSCR and have their own structures, including the SCIO, and a change to a governing document that touches purposes, benefits or dissolution should be taken on advice.

Then do one thing: put the current governing document, the register of trustees and the scheme of delegation side by side, and check that every trustee on the register was appointed under a clause that exists and is within their term.