Trustee decisions between meetings

The rule: the governing document decides how you may decide

The Charity Commission’s guidance Decision-making for charity trustees (CC27), last updated in September 2024, starts where every trustee board should: “Your charity’s governing document explains how your charity must make decisions. You must follow this.” The governing document “usually sets out your options for making a decision, for example by voting at a meeting or by written agreement”, the quorum, and “how many votes are needed to agree a decision”. Then the rule and its exceptions: “Usually, your governing document will say you must make decisions at meetings. However, sometimes it may say you can make decisions in other ways.”

The Commission names two. First: “It may say you can make decisions by written resolution or email. There may be occasions when there are practical benefits of this, but there can be risks. It can be difficult for everyone to fully take part in the discussion [and] understand all aspects of the issue and the information they need to consider.” Second: “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. It should set out when the Chair can use this power, what the Chair should do when using this power, [and] that the Chair must tell the trustees when they are using this power. Trustees should review and confirm decisions by the Chair at their next meeting.”

Whatever the route, the same seven decision-making principles apply, because a decision between meetings is still a decision of the trustee body. CC27: trustees must “act within your powers; act in good faith and only in the interests of the charity; make sure you are sufficiently informed; take account of all relevant factors; ignore any irrelevant factors; manage conflicts of interest; [and] make decisions that are within the range of decisions that a reasonable trustee body could make”. A trustee with a personal interest in the outcome declares it and does not count; where the decision is strategic, financial or novel the board takes professional advice and keeps “a record of how you decide which adviser to use, the advice provided and how you acted on it”, and if it decides not to follow the advice, records “why this is in your charity’s best interests”. The duty is owed to the charity and its beneficiaries, not to the person asking for a quick answer.

Charities and meetings (CC48) adds the warning that matters most now: “Check if your governing document allows you to carry out charity business in other ways, for example by telephone, email, or on messaging apps. If your governing document or the law says that you must hold a meeting to make certain decisions, you must follow the rules in your governing document about meetings … If you do not, any decisions you make may not be valid.” An agreement reached by message may be invalid if the governing document or applicable law does not permit that route. Check the position before acting on it.

The three routes, and the clauses that create them

1. A written or electronic resolution of the trustees. The Commission’s model documents each contain one, and the wording differs by legal form:

• Charitable company (the Commission’s model articles, GD1, article 45): “A resolution in writing or in electronic form agreed by all of the directors entitled to receive notice of a meeting of the directors and to vote upon the resolution shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.” It “may comprise several documents containing the text of the resolution in like form to each of which one or more directors has signified their agreement.” Note all: a directors’ written resolution under the model articles is unanimous, and a charity whose articles are its own may have a different rule.
• CIO (the foundation model constitution, clause 13): any decision may be taken at a meeting “or by resolution in writing [or electronic form] agreed by a majority of all of the charity trustees”, effective provided that “a copy of the proposed resolution has been sent, at or as near as reasonably practicable to the same time, to all of the charity trustees” and that the majority “has signified agreement to the resolution in a document or documents which has or have been authenticated by their signature, by a statement of their identity accompanying the document or documents, or in such other manner as the charity trustees have previously resolved”, delivered to the CIO’s principal office, with an optional 28-day window. A majority of all trustees, not of those who replied.
• Unincorporated charities (GD2 trust deed, GD3 constitution): the model clauses follow the same pattern; older governing documents often have no such clause, in which case the trustees can only decide at a meeting until the document is amended.

Members’ written resolutions are a separate thing and often confused with these. A charitable company’s members may pass ordinary and special resolutions in writing under Chapter 2 of Part 13 of the Companies Act 2006 (section 288 onwards; a resolution to remove a director or an auditor early cannot be), and a CIO’s constitution can only be changed by a 75% majority at a general meeting or “agreed by all members in writing”. Those are the mechanisms for changing the governing document – and a change to a charity’s purposes, whatever its legal form, may also need the Commission’s authority under the Charities Act 2011 before the resolution takes effect, because the charitable purposes and the public benefit they deliver are not the trustees’ to alter at will. The trustees’ written resolution is for running the charity.

2. Chair’s action. A chair has no general unilateral decision-making power simply because they hold the role. Check whether the governing document and law permit delegation before adopting a policy; a policy alone cannot create a power the board does not have. Maintained schools have the statutory version in regulation 8 of the School Governance (Roles, Procedures and Allowances) (England) Regulations 2013: the chair may exercise a function of the governing body where “the chair is of the opinion that a delay in exercising the function would be likely to be seriously detrimental to the interests of the school, any pupil at the school, or their parent, or a person who works at the school”, where “delay” means delay “until the earliest date on which it would be reasonably practicable for a meeting of the governing body, or of a committee … to be held”. The vice-chair may act where the chair cannot. It is an emergency power for the seriously detrimental, not a convenience for the merely urgent, and regulation 20 requires anyone who has “otherwise exercised a function of the governing body” to “report to the governing body in respect of any action taken or decision made”. The regulation’s own heading is “delegation of functions to the chair or vice-chair in cases of urgency”, and the cases in which a governing board actually uses it are few: an allegation against the headteacher where the chair is the case manager and must act before a meeting can be called, a decision to suspend a headteacher, an urgent health and safety matter, a deadline the local authority or the Department has set. The clerk records the chair’s report at the next meeting. Academy trust boards have no regulation 8; their power to act between meetings comes from the articles and the scheme of delegation, which is why the National Governance Association’s advice to both is the same: write the policy first, and treat chair’s action as the exception the policy describes rather than a general power to act.

3. Delegation. CC27: “Many charities have the power to delegate decision-making. This can be to staff, sub-committees, or individual trustees. If you delegate decision-making, you as the trustee board remain responsible and accountable for all decisions.” The board needs “terms of reference for the group or person who has delegated power” setting out “what types of decisions they can make and when they need to report to the trustees”, and “you should not usually delegate high risk or novel decisions”. Much of what boards agonise over between meetings is a decision they have already delegated to the chief executive and should let them take.

Doing it properly: the steps for each route

A written resolution that will survive challenge follows the clause exactly, so the steps are:

1. Check the governing document for the route, the majority it requires (all, or a majority of all), the form (writing, electronic form, or both) and any time limit.
2. Circulate the text of the resolution, the papers behind it and a deadline to every trustee entitled to vote, at the same time, from an address the charity controls. CC27’s duties apply as at a meeting: trustees must be “sufficiently informed”, take account of relevant factors and manage conflicts of interest, and a trustee with a conflict does not count towards the majority.
3. Collect each trustee’s agreement in a form the clause recognises – a signed copy, or an email that identifies the sender and states agreement to the text as circulated. Silence is not agreement; a message saying “fine by me” under a different version of the text may not be either.
4. Record the resolution as passed with the date it became effective, the names of those who agreed, any abstentions or objections, and file the agreements with it. Report it at the next meeting and enter it in the minute book.

A chair’s action follows the policy: the chair confirms the situation meets the test the policy sets (or, for a school, regulation 8’s “seriously detrimental” test), takes advice where the policy requires it, takes the decision, tells every trustee or governor at once and in writing, and reports it to the next meeting, which “review[s] and confirm[s]” it (CC27) and minutes that it did. Because the decision is the chair’s alone, the record of why the delay would have been seriously detrimental is what protects both the chair and the board.

A delegated decision is recorded by the person who took it, under the terms of reference, and reported at the interval the terms set; the board’s minutes show that it received the report. What none of the three routes permits is a fourth thing that happens constantly: a quick round of messages that produces an agreement nobody circulated, a majority nobody counted, and a decision that appears in no record.

The record: what the Commission expects and how long it is kept

CC27’s section on recording is short and it is written for exactly this situation: “Keep an accurate record of your decisions. Usually, this is by keeping written minutes of your meetings. But you should record decisions even if they are not made at a meeting. The minutes should be detailed enough to allow someone to understand the issues and the reasons for the decision. Include more detail where a decision is significant … Attach copies of any reports or other documents that are mentioned in the minutes.” Recording decisions this way “ensures certainty about what the decision is, which can help resolve different recollections, reduces the likelihood that the decision could be successfully challenged, [and] shows that you have acted properly and complied with your duties”. And when a decision goes wrong: “You are only responsible for complying with your trustee duties and acting on what you could reasonably have known when you made the decision … Follow the decision-making principles and keep a record of how you made your decision.”

For a CIO the record is a legal requirement: the model constitution’s clause 24 says the trustees “must keep minutes of all … meetings of the charity trustees and committees of charity trustees including the names of the trustees present at the meeting, the decisions made at the meetings, and where appropriate the reasons for the decisions”, and a written resolution is entered in the same book. For a charitable company, section 248 of the Companies Act 2006 requires minutes of directors’ proceedings, and a written resolution is recorded alongside them. CC48 gives the retention periods: trusts and unincorporated associations “should store your charity’s minutes for at least 6 years”; charitable companies must “store minutes for at least 10 years from the date of the meeting”; a CIO must keep minutes “for at least 6 years” and “be able to produce a hard copy”. A decision taken between meetings is kept for as long as the minutes of the meeting it would otherwise have gone to.

So the record of a between-meetings decision has five parts: the text as circulated, the papers, the agreements in the form the clause requires, the note of who was conflicted and who abstained, and the minute at the next meeting that reports or confirms it. A board that can produce those five for every decision taken outside a meeting is better placed to explain its reasoning if a decision is challenged or reviewed.

The decision that was actually taken in a group chat

Now look at how the decisions between meetings really happen. The chair posts in the trustees’ group: “Grant offer in, deadline Friday, need a yes from you all – please reply.” Five of eight reply within the hour, two of them with questions that get answered in the thread, one changes the amount, two never reply, and the chair signs on Thursday. Or the safeguarding lead messages the chair and the vice-chair at ten at night about a volunteer, and the three of them agree in the thread that he should be stood down. Or the treasurer asks the group whether it is all right to pay the deposit and gets four thumbs up.

The validity of each example depends on the charity’s actual rules and the evidence of agreement. Five of eight trustees is a majority, but would not meet a unanimity requirement. A changed proposal needs clear agreement to the final text. An emoji may be ambiguous, and the organisation must be able to show that any electronic agreement meets its authentication and delivery requirements. A safeguarding decision may instead fall within a valid delegation or emergency power. Preserve the discussion, check the applicable route, and seek advice if validity is uncertain; an archive does not cure a defective decision.

The fix is not to stop trustees talking between meetings; the discussion in the thread is often the best-informed discussion the board has. It is to hold that discussion on a channel the charity owns, where every trustee has been told it is on the record, where the text of the resolution and each trustee’s agreement to it are kept as they happen, and where the chair’s action and the reasons for it are written at the time and reach the minute book without anyone having to remember them. The question for the next board meeting is whether the governing document allows decisions by electronic resolution at all, and if it does, whether the charity could produce the last one.

Official guidance and your next step

The primary sources are the Charity Commission’s Decision-making for charity trustees (CC27) and Charities and meetings (CC48); its model governing documents (GD1 articles of association, the foundation and association CIO constitutions, GD2 and GD3); Chapter 2 of Part 13 and section 248 of the Companies Act 2006; and, for maintained schools, regulations 8 and 20 of the School Governance (Roles, Procedures and Allowances) (England) Regulations 2013. Academy trusts are charitable companies and follow their articles and the Academy Trust Handbook.

This guide is a summary of published guidance for England and Wales, not a substitute for it and not legal advice. Your own governing document may differ from the models in every respect that matters here; read it before relying on any route described above.

Then do one thing: find the last decision your board took between meetings, and check it against the clause. If it was taken in a thread, decide whether it needs ratifying at the next meeting, and whether the board wants a policy before the next Friday deadline.