Trustee term limits

The rule: the governing document sets the term of office, not the law

A charity trustee's term of office is set by the charity's governing document, and no statute sets a maximum. The Charity Commission's page Charity trustees: resignation and removal says: “Your charity’s governing document may include a set number of years trustees can serve for. A trustee who has reached the end of their set term can be re-appointed for another term, unless your governing document says otherwise.” And where the document is silent: “If your governing document doesn’t specify a length of service, trustees continue in their role until they die, resign or are removed.”

The governing document is the trust deed, constitution or articles of association. The Commission's guidance How to write your charity's governing document (CC22b) says its trustee clauses should cover “How many trustees there are, who can be a trustee, how they are appointed, how long they can hold office and if they can be reappointed”.

Scotland and Northern Ireland take the same approach. OSCR's page Reaching the end of a term as a charity trustee says: “If a charity has rules on a length of term, it should be stated in its governing document. When a charity trustee completes their term, they can be reappointed if the governing document allows for it. If no term length is specified, charity trustees can remain in their role until they resign, are removed, or pass away.” The Charity Commission for Northern Ireland's Running your charity, Guide 2 says the governing document may contain rules on “who can be a charity trustee and for how long they can serve as a charity trustee”.

Two consequences follow. A board resolution cannot lengthen a term the document fixes: changing the rule means amending the document. And a charity whose document is silent has trustees serving indefinitely, which is lawful, but is exactly what the Commission's guidance and the Code ask trustee boards to think about.

What governing documents usually say: fixed terms, rotation and caps

Most governing documents use one or more of three devices, and the Commission's model governing documents show each of them.

1. A fixed term. The foundation model CIO constitution (clause 10(1)) offers: “Apart from the first charity trustees, every trustee must be appointed [for a term of [three] years] by a resolution passed at a properly convened meeting of the charity trustees.” For trustees nominated by another body, the foundation model offers “Each appointment must be for a term of [three] years”, and the association model the same with “[3] years”. The square brackets mark text a charity can change or leave out, so three years is the model's default, not a rule.
2. Retirement by rotation. The association model CIO constitution offers, as option 1 at clause 13: “At every [subsequent] annual general meeting of the members of the CIO, one third of the charity trustees shall retire from office”, those “who have been longest in office since their last appointment or reappointment” going first. The Commission's model articles for a charitable company (GD1) do the same at articles 32 and 33.
3. A cap on consecutive terms. Clause 16 of the association model offers: “Any person who retires as a charity trustee by rotation or by giving notice to the CIO is eligible for reappointment. [A charity trustee who has served for [three] consecutive terms may not be reappointed for a [fourth] consecutive term but may be reappointed after an interval of at least [three years].]” The foundation model's clause 12(3) has the same optional cap with an interval of “at least [one year]”.

The model note on clause 16 gives the purpose: the cap “may help to encourage regular turnover and change on the trustee board. (It is good practice to aim for a balance between continuity and change.)”

Rotation alone is not a term limit. A trustee who retires by rotation is eligible for reappointment, so without a cap a member-elected trustee can stand again every three years indefinitely. The cap with an interval is what takes a long-serving trustee off the board for a time.

When you read your own document, check the length of a term and when it starts, how many consecutive terms are allowed, any interval before a trustee can return, and which trustees the clauses cover. Whether trustees are elected or appointed matters: elected, appointed, nominated and ex officio trustees are often treated differently, and a clause written for one group may say nothing about the others.

The nine-year test: the Charity Governance Code and the Commission's reasons

The nine years comes from the Charity Governance Code (2025 edition), principle 8, Board effectiveness: “Trustees are appointed for an agreed length of time, subject to any applicable constitutional or statutory provisions”, and “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”. Among the behaviours it expects, “Trustees respect agreed board procedures, including term limits”; among its suggested evidence, which illustrates good practice rather than requiring it, “Fixed terms for trustees to enable board renewal – no more than nine years unless evidence of exceptional reasons”.

So the Code does not require a trustee to leave after nine years. It expects an agreed term, a rigorous review before reappointing anyone past nine years, and an explanation in the annual report. It is also voluntary: “Compliance with the Code is not a regulatory requirement. It is the Charity Commission, and in some cases other regulators, and charity law, that tells charities about what they must do.” It “draws upon, but is fundamentally different to, the Charity Commission's guidance”, which applies in England and Wales; Scotland has its own code.

The Commission's guidance Finding and appointing new trustees (CC30) asks every board to decide: “You should consider whether to set term limits for trustees. These may already be included in your charity’s governing document.” It gives four reasons: “Term limits help your trustee board to: regularly bring in new ideas, skills and perspectives; have a mix of experienced and new trustees; lower risks that your charity becomes set in its ways; lower risks that, because of their long service, individuals either become dominant or contribute less”.

In Scotland, the Scottish Governance Code for the Third Sector (2023) sets no number of years; it asks boards to commit to “Following any rules for how trustees are elected and how long they serve” and to plan for replacing trustees “when their time on the board comes to an end”.

The Code does not prescribe the rigorous review, though it expects “agreed processes for reviewing the performance of the board (ideally annually) and the chair and individual trustees”. A review that would stand up as a formal record covers what the trustee contributed in the last term, whether their skills and knowledge are now held elsewhere on the board, how long service affects the board's independence and challenge, and whether a successor has been sought. Our board effectiveness review guide covers the method.

Introducing or changing term limits

Because the term lives in the governing document, a charity that wants limits, or wants to change the ones it has, must amend the document using the power and procedure the document and charity law allow. The Commission's How to make changes to your charity's governing document (CC36) has separate parts for charitable companies, CIOs, unincorporated associations and trusts, and tells charities to “Read the guidance that applies to your type of charity.” Its part for CIOs says “Your charity can make most changes to your constitution without Commission authority”, giving changing how a charity “appoints trustees” as an example, but the change needs “your members’ approval in the form of a members’ resolution”, and “You must tell the Commission about all changes made to your constitution.” Its part for charitable companies says the members “must pass a special resolution at a general meeting or in writing.” A board minute that “trustees will serve no more than nine years” does not change a document that says otherwise. Take advice where the amendment power is unclear.

The drafting choices are the ones the model clauses show: the length of a term, whether it runs from appointment or between annual general meetings, how many consecutive terms are allowed, the interval before return, and which trustees it covers. Three points save trouble later.

• Transitional arrangements. Decide how the new limit applies to trustees already serving. Applying it in full on the day it is adopted can remove several experienced trustees at once; one option is to count service from the date of the amendment, another is to let current trustees finish their present term first. Write the choice into the amendment.
• Staggering. If most of the board joined together, their terms will end together. Rotation, or deliberately unequal first terms, keeps continuity; the Code expects that “The appointment and retirement cycle of trustees is mapped and enables timely management of succession”.
• Minimum numbers. Check that the limits cannot leave the board below the minimum the document requires. The Commission's resignation and removal page tells boards with a minimum size to “make sure you don’t go below that number” and to “Find and appoint a new trustee before the retiring trustee leaves.”

Introducing limits is also a conversation with the people affected. A founder trustee can hear a new rule as a verdict on them; explaining the Commission's reasons, agreeing the transitional terms and offering a role after the board, where the document allows, makes the change easier.

The record that shows each term was valid

Term limits are only as good as the charity's ability to show who was a trustee, from when and until when. If a decision is challenged and one of the trustees who made it had overstayed their term, whether the board was properly constituted becomes a real question: CC30 warns that if a charity does not appoint trustees correctly, this may “lead to damaging disputes” and “mean that your decisions are not valid”. Keep five things.

1. A register of trustees with term dates. For each trustee: how they came on (elected, appointed, nominated or ex officio), the date, the term, its end date, each reappointment and the running total of consecutive service. Someone should own it and check it before every annual general meeting.
2. The minute of each appointment and reappointment, naming the trustee, the clause relied on and the end date. A reappointment past a consecutive-term cap without the interval is not one the document allows, whatever the minute says.
3. The review for anyone past nine years. Where the charity follows the Code, the board papers should show who carried out the rigorous review, what it considered and what it concluded, and the trustees' annual report explains the reappointment.
4. The public registers. CC30 says a charity “must update your charity’s register page using My Charity Commission Account” and “must tell Companies House about trustee appointments if you are a company. Follow the time-limits for this”. OSCR's page Managing charity trustees says providing trustee information through OSCR Online “is a legal requirement for all charities” and “You must update your charity’s trustee information as soon as possible whenever there are changes.”
5. A succession plan: whose terms end in the next two years, the skills leaving with them and the recruitment that should start now. Our trustee recruitment guide covers what follows.

When a term ends without reappointment, treat it as a departure: minute it, update the registers and arrange a handover. Our trustee resignation and removal guide sets out those steps and the deadlines for a charitable company and a CIO.

The review that happens in messages

The rigorous review before a long-serving trustee stands again rarely happens in a board meeting. It happens before one. The chair messages the trustee to ask whether they intend to stand, and the reply gives reasons, sometimes candid ones about health, a disagreement with the chief executive or a fear that nobody else will do the job. The chair and vice-chair message each other about whether the board needs them for another term. Then the minute records one line: reappointed for a further term of three years.

Those conversations are the review. If the reappointment is later questioned, by a member at the annual general meeting, a funder, the Commission after a complaint, or a trustee who was not reappointed and believes they were treated differently, the charity will want to show what it considered. If the exchanges sit in the chair's personal messages, the charity cannot produce them, and when the chair's own term ends they leave with the chair.

ComplyChat is designed to keep those conversations in channels the charity holds, with everyone added told the channel is on the record; on the paid plans the lasting record files into the charity's own Microsoft 365 under its own retention rules. It is not a trustee register, a board portal or an election tool, and it does not track terms: a spreadsheet and a well-drafted governing document do that better. Some conversations about a trustee's health should stay between two people; the point is to choose that deliberately rather than by default.

A question for the next board meeting: if we reappointed a trustee who has served more than nine years, could we show the review the Code expects, or only the minute that says we did it?

Questions people ask

How long can you serve as a trustee?

A charity trustee can serve for as long as the charity's governing document allows, and no law sets a maximum. The Charity Commission says that if the governing document does not specify a length of service, “trustees continue in their role until they die, resign or are removed”, and OSCR says the same for Scottish charities.

Can a trustee be reappointed at the end of their term?

Yes, unless the governing document says otherwise: the Charity Commission says “A trustee who has reached the end of their set term can be re-appointed for another term, unless your governing document says otherwise.” Check for a cap on consecutive terms, which the Commission's model CIO constitutions offer as an option.

What does the Charity Governance Code say about trustee terms?

The Charity Governance Code 2025 expects trustees to be “appointed for an agreed length of time” and says “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”. The Code says “Compliance with the Code is not a regulatory requirement”; it builds on the Charity Commission's guidance for England and Wales, and Scotland's own code sets no term.

Do trustees have to stand down after nine years?

No: neither charity law nor the Charity Commission requires a trustee to stand down after nine years. The voluntary Charity Governance Code expects a rigorous review before reappointing a trustee who has served more than nine years, explained in the annual report, but a charity's own governing document may set a firmer term limit, and where it does, that limit binds.

Can a trustee just resign?

Generally yes, in writing: the Charity Commission says “Generally, trustees are able to resign before the end of their set term. The trustee will need to put their resignation in writing.” The governing document may add rules, and the board must not fall below any minimum it sets; our trustee resignation guide covers the steps.

Official guidance and your next step

The Charity Commission's guidance is in Charity trustees: resignation and removal, Finding and appointing new trustees (CC30), CC22b and CC36, with the model clauses in its model governing documents. The good-practice standard is principle 8 of the Charity Governance Code. Scottish charities should read OSCR's end-of-term page and the Scottish Governance Code; Northern Ireland charities the Charity Commission for Northern Ireland's Guide 2. Quotations are from those pages as published on 8 October 2026.

This guide is a summary for charities in England and Wales, with notes for Scotland and Northern Ireland. It is not legal advice; school governors and the trustees of a private trust follow different rules, and amending a governing document deserves advice on the charity's own document.

Then do one thing: before the next annual general meeting, list every trustee with the date of their first appointment and the clause their current term rests on. Anyone whose term cannot be traced to a clause and a minute is the first item for the board.