Around one million people serve as charity trustees in England and Wales. Most take the role because they care about the cause, and meet the duties and responsibilities afterwards. This is a plain summary of what the Charity Commission expects of a charity trustee, and one question worth putting to your board.
What a charity trustee is
Charity trustees are the people who have overall control of a charity and are responsible for making sure it does what it was set up to do. Your governing document may call them directors, board members, governors or committee members. The title does not matter; the role of trustees does. In a charitable company, the trustees are its company directors too; a charitable incorporated organisation is not a company, and its trustees' additional duties come from the Charities Act and the CIO regulations instead.
Trustees are almost always unpaid volunteers. That does not lower the standard expected of them.
Trustees' six main duties
The Charity Commission sets out six main duties in its guidance, The essential trustee (CC3). Every trustee should be able to name them.
- Ensure your charity is carrying out the purposes for which it was set up, for the public benefit. Know what your governing document says the charity exists to do, and check that the charity's activities still match it.
- Comply with your governing document and the law. You must comply with charity law, and with the other legal requirements that apply to your organisation.
- Act in your charity's best interests. Decisions are taken for the charity, never for a trustee's personal interests, and no trustee should receive any benefit that has not been properly authorised. Conflicts of interest are declared and managed, including where trustees are financially connected. Our guide to writing a conflict of interest policy covers what that looks like in practice.
- Manage your charity's resources responsibly. You must act responsibly, reasonably and honestly with the charity's money, staff or volunteers, property and data. You may delegate tasks or decisions. You cannot delegate the responsibility.
- Act with reasonable care and skill. Bring whatever skills and experience you have, take advice when a decision needs it, and exercise sound judgement.
- Ensure your charity is accountable. Meet the statutory accounting and reporting requirements, and be able to demonstrate that the charity is well run.
Who is eligible to be a trustee
You must be at least 16 in a charitable incorporated organisation or a charitable company, and at least 18 otherwise. Some people are disqualified automatically, including anyone on the sex offenders register, anyone with an unspent conviction for certain offences, and undischarged bankrupts. The Charity Commission publishes the full list, and every trustee signs a declaration of eligibility before taking up the post.
Two family members may serve on the same board. It is lawful, and it raises conflict-of-interest questions the board should record how it handles.
Chair and treasurer trustee roles
Most charity boards appoint a chair to lead meetings and a treasurer to oversee financial information and reporting. Both are trustees first. Neither role carries extra legal authority, and neither may take decisions the board has not delegated to it.
When trustees can be personally liable
This is what trustees ask about most, and the answer is largely reassuring. If you act reasonably and honestly, within your powers and in your charity's best interests, personal liability is rare. An incorporated structure gives further protection.
The risk becomes real where trustees act outside their powers, act dishonestly, spend charity funds improperly, or fail to act when they should have. "We did not know" is a weak defence when the guidance for charity trustees is published and public.
The trustee duty most boards cannot evidence
Read duties five and six again. Exercising sound judgement, and accountability within the charity, both rest on the same assumption: that the charity can show what was decided, and why.
For most boards the formal record is sound. Minutes are taken, papers are filed, accounts are published. The difficulty is that a good deal of governance now happens between meetings, in a WhatsApp group on trustees' personal phones. Those conversations are real ones. Safeguarding concerns are raised there. Staff or volunteers are discussed there. Decisions are shaped there, then ratified later in a meeting.
If someone asked your charity to produce them, could you? Not a hypothetical someone: a regulator, a solicitor acting for a former employee, a serious incident review. The messages sit on devices the charity does not own, belonging to people who may since have left. For most boards the honest answer is no.
That is a governance gap rather than a technology problem, and it is worth ten minutes at your next meeting whether or not anything changes as a result.
Questions people ask
What are trustees not allowed to do?
A trustee must not take any benefit from the charity, including payment, unless it is properly authorised and clearly in the charity's interests, and must not let personal interests or other loyalties drive a decision. The essential trustee (CC3) says trustees must "avoid putting yourself in a position where your duty to your charity conflicts with your personal interests or loyalty to any other person or body", must make sure the charity complies with its governing document, and must do what the trustees "(and no one else)" decide is best for the charity.
Is there any downside to being a trustee?
The chief risk is personal liability, which the Charity Commission calls "extremely rare, but not impossible": a trustee can be liable to the charity for a financial loss caused by acting improperly, or to a third party with a legal claim the charity cannot meet. The essential trustee (CC3) says the law generally protects trustees who have acted honestly and reasonably from personal liability to their charity, and that companies and CIOs can specifically limit their trustees' liability.
Can family members be trustees of a charity?
Yes, relatives can serve on the same charity board, but the board must identify and manage the conflicts of interest that can arise. The Charity Commission's guidance on identifying and managing conflicts of interest (CC29) tells boards to be alert where "there are trustees at your charity who are connected to each other (for example they are related to each other)", and says a decision involving a trustee's "immediate family and wider relatives" can give rise to a loyalty conflict.
What does a charity trustee do?
A charity trustee shares overall control of the charity with the other trustees: the Charity Commission's Charity trustee: what's involved (CC3a) says trustees "are the people who lead the charity and decide how it is run", and that they "make decisions about their charity together, working as a team", usually at meetings and by a majority. In practice that means planning what the charity will do, preparing for, attending and taking an active part in trustees' meetings, and recording how the more significant decisions were made so they can be explained later.
Where to read the official guidance
The Charity Commission's own material is the authority here. The essential trustee (CC3) sets out the trustee duties in full, and Charity trustee: what's involved (CC3a) is the shorter introduction to the role of the trustee. In Scotland, the Office of the Scottish Charity Regulator publishes equivalent guidance for Scottish charities.
This page is a summary, not legal advice. Where a decision turns on the detail, take proper advice.
ComplyChat gives the conversations above a channel your organisation owns, on the record from the first message. On a paid plan, once your Microsoft 365 tenant is connected, the lasting record files there, under your own retention rules. We wrote this guide because the gap in section 06 is the one charity trustees raise with us most often.
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Sources
Every document this guide quotes or links to, in the order it first cites them.
