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Charity governing document: what to include, what to avoid, and a free UK template

July 6, 2026
TL;DR — The Short Answer

Every UK charity needs a governing document before it can register with the Charity Commission, OSCR or CCNI.

  • Choose the right legal form first: a CIO is the modern default for most small new charities.
  • Your governing document is filed with your regulator and appears on the public register.
  • Material changes (objects, dissolution, trustee-benefit clauses) require Charity Commission consent under the Charities Act 2011.
  • Start from the regulator's model documents, then adapt with your trustees and a UK charity lawyer.
  • Zeffy is 100% free for UK charities: no platform fee, no transaction fee, no card fee, ever.

This guide is educational and not legal advice. UK requirements vary by jurisdiction and legal form. Have your governing document reviewed by qualified counsel before adoption.

In this article:

What is a charity governing document?

A charity's governing document is the legal rulebook that sets out what the charity exists to do and how it will be run. It defines who makes decisions, how those decisions are made, and how the organisation holds itself accountable to its charitable purposes and its beneficiaries.

Unlike the US model, where organisations file "articles of incorporation" publicly and keep "bylaws" internally, UK charity law uses a single governing document that is filed with the regulator on registration and appears on the public register. Anyone can search the Register of Charities for England and Wales, the OSCR register for Scotland, or the CCNI register and read your governing document in full. There is no separate private rulebook.

The Charity Commission for England and Wales is the primary regulator for E&W charities. You cannot register without a governing document that meets its requirements. The same principle applies with OSCR in Scotland and CCNI in Northern Ireland.

There are four dominant forms of governing document in the UK, and choosing the right one matters before you write a single clause:

  • 1. CIO constitution (Charitable Incorporated Organisation): the modern default for most small new charities. A CIO is a legal entity in its own right, registered directly with the Charity Commission (E&W) or OSCR (Scotland). Trustees have limited liability. The Commission publishes a model constitution you can adapt.
  • 2. Memorandum and articles of association (charitable company limited by guarantee): registered at both Companies House and the Charity Commission. Trustees are also company directors. Stronger legal infrastructure for larger charities, but more administrative burden.
  • 3. Trust deed (charitable trust): used mainly for grant-making trusts or endowments. The simplest legal form but offers no limited liability to trustees.
  • 4. Constitution (unincorporated association): suitable for small community groups and clubs with no need for formal registration. No limited liability. Cannot hold property in its own name. Income below £5,000 (E&W) does not trigger a registration obligation.

The Charity Commission publishes model governing documents for each form at gov.uk/setting-up-charity. Start there before drafting anything from scratch.

Your governing document is typically adopted at the first trustee meeting alongside an initial conflicts-of-interest policy and the appointment of officers.

Why your charity needs a strong governing document

A governing document is not paperwork you write once and file away. It is the document you reach for when something is contested, ambiguous, or going wrong. Some concrete scenarios:

  • A trustee needs to be removed. Without a governing document that defines the removal process, the dispute becomes personal. With clear provisions, the answer is procedural: who can propose removal, what notice is required, and what vote threshold applies.
  • You need to change your financial year. A governing document that fixes the financial year tells you exactly how to amend it. Silence leaves you guessing whether a simple trustee vote suffices.
  • A funder asks how your board of trustees operates. UK grantmakers including the National Lottery Community Fund, Arts Council England and local community foundations commonly ask for the governing document as part of a funding application (NCVO). Clear, current documents build confidence. Vague or contradictory documents raise concerns.
  • The Charity Commission reviews it during registration. The Commission (or OSCR or CCNI) scrutinises your governing document before granting charitable status. Reviewers check that your objects are exclusively charitable for the public benefit and that your dissolution clause transfers assets appropriately.
  • A trustee is sued personally. Indemnification provisions in your governing document are part of what protects trustees and the organisation from open-ended personal exposure.

Your governing document is also the foundation on which your board of trustees can act with confidence, because the rules are written down and publicly visible.

Four governing-document formats: which one fits your charity?

Before you write a single clause, choose the legal form that fits your organisation. The choice affects liability, filing obligations, trustee eligibility, and the complexity of governance. The table below summarises the four options.

AttributeCIO (Association model)CIO (Foundation model)Charitable Company (Ltd by Guarantee)Charitable TrustUnincorporated Association
Legal personalityYesYesYesNoNo
Trustee liabilityLimitedLimitedLimitedUnlimitedUnlimited
Register withCharity Commission (E&W) or OSCRCharity Commission (E&W) or OSCRCompanies House + Charity CommissionCharity Commission (if income >£5k, E&W)Charity Commission (if income >£5k, E&W)
Governing documentCIO constitutionCIO constitutionMemorandum and articles of associationTrust deedConstitution
Members beyond trustees?Yes (wider membership)No (trustees only)Yes (guarantors)NoTypically yes
Minimum trustees (E&W)333 (also directors)33
Best forSmall-to-mid charities with a community membershipSmall-to-mid charities run by trustees aloneLarger charities or those contracting commerciallyGrant-making trusts and endowmentsCommunity groups, clubs, PTAs below £5k income

For most small new charities in England and Wales, the CIO is the modern default. It combines limited liability with a single-regulator structure and a free model constitution from the Charity Commission. The Foundation CIO (trustees only as members) is simpler to administer; the Association CIO (wider membership) is right if you want a membership base with voting rights.

Not sure you need to register at all? If your group's annual income stays below £5,000 (E&W), you are not obliged to register with the Charity Commission and can operate as an unincorporated association. However, unregistered groups cannot claim Gift Aid, cannot access most charity fee tiers on platforms, and have no legal personality. Community Interest Companies (CICs) are for social enterprise, not charity, and do not qualify for Gift Aid or charitable status. If your goal is tax-effective fundraising and access to grants, registering as a CIO is the clearest route.

What to include in your governing document: required provisions

Most well-drafted UK charity governing documents cover the same core set of provisions. The exact language belongs to you and your advisers, but every provision below should appear in some form.

1. Name and objects

State the legal name of the organisation. Then state the charitable objects (purposes) in terms that are exclusively charitable for the public benefit within the meaning of the Charities Act 2011 s.3. Your objects should be narrow enough to describe what you actually do and broad enough to give you room to grow within your charitable category. Objects that are too wide (for example, simply "to benefit the community") may not satisfy the Commission's charitable-purposes test. Objects that are too narrow may prevent you from evolving your programmes.

The Charity Commission publishes guidance on charitable purposes and public benefit; review it before drafting.

2. Membership structure

Decide whether your charity has a wider membership (people with voting rights to elect trustees or approve major changes) or whether trustees are the only members. For a Foundation CIO, trustees and members are the same people. For an Association CIO or a charitable company, you will have a separate membership class. If you have members, define eligibility, rights, annual subscriptions if any, and procedures for admission, resignation and termination.

3. Trustees: composition and terms

Specify the minimum and maximum number of trustees (a range is better than a fixed number, for example between three and twelve), qualifications, how trustees are appointed or elected, term length and whether terms are staggered. The Charity Commission requires at least three unrelated trustees for CIO registration; trustees must be aged 16 or over (CIOs) or 18 or over (charitable companies). The Charities Act 2011 (as amended by the Charities (Protection and Social Investment) Act 2016) sets out automatic disqualification grounds (unspent convictions for offences of dishonesty, bankruptcy, etc.) that your governing document must not contradict.

Two- or three-year staggered terms are common in practice because they give the board institutional continuity without locking in any single cohort indefinitely. Cover removal of trustees, filling of vacancies, and any limits on consecutive terms. For more on trustee duties of care, loyalty and obedience, see the Charity Commission's guidance CC3 "The Essential Trustee."

4. Officers of the board of trustees

At minimum, most UK charity governing documents name a Chair, a Vice-Chair, a Secretary and a Treasurer. Describe each officer's authority and duties at a level that survives turnover: the Secretary keeps minutes and corporate records; the Treasurer oversees financial reporting, the audit relationship and Gift Aid claims; the Chair runs meetings and represents the board externally. Include how officers are elected, term length and how vacancies are filled. Name positions, not people.

5. Meeting procedures

Cover regular and special meetings of the board of trustees: how often the board meets, who can call a special meeting, notice requirements, quorum and voting procedures. For CIOs, virtual and hybrid meetings are expressly permitted under the Charitable Incorporated Organisations (General) Regulations 2012 (as updated). Modern governing documents should also address action by unanimous written consent. Keep specific meeting dates out of the governing document; keep the procedural rules in.

6. Committees

Authorise the board to establish standing and ad hoc committees, and define which committees can exercise delegated board authority versus which can only advise. Common UK charity standing committees include Finance and Audit, Nominations and Governance, Fundraising, and Safeguarding. Safeguarding is a distinctly important area for UK trustees: the Charity Commission expects trustees to take responsibility for safeguarding as part of their duty of care. Specify how committee members are appointed and how committees report to the board.

7. Financial oversight

Establish that the board approves an annual budget, that the Treasurer is responsible for financial reports, and that the financial year is defined. Reference, but do not duplicate, separate financial policies. Bylaws set the oversight framework; the policies handle operational detail.

Audit thresholds (Charities Act 2011, E&W): charities with income above £1 million, or income above £250,000 with gross assets above £3.26 million, require a statutory audit. Below those thresholds, an independent examination is usually sufficient. Check whether those figures remain current on gov.uk before finalising this clause.

Gift Aid changes your Treasurer's job. The Treasurer is not just managing accounts: they oversee Gift Aid claims to HMRC via Charities Online. For every £1 a UK taxpayer donates, your charity can reclaim 25p from HMRC, uplifting a £100 gift to £125 at no extra cost to the donor (HMRC Gift Aid guidance). Note that HMRC recognition is a separate registration from the Charity Commission and yields a Charities Reference Number. The Gift Aid Small Donations Scheme (GASDS) also allows a 25% top-up on small cash and contactless donations of £30 or less, up to an annual cap of £8,000, provided the charity has at least two complete tax years of HMRC recognition (Charity Tax Group).

8. Conflicts of interest

Your governing document should require the organisation to adopt and follow a written conflicts-of-interest policy and to obtain annual disclosures from trustees and officers. The Charity Commission's guidance CC29 "Conflicts of interest: a guide for charity trustees" sets out the standard approach. Any trustee with a material conflict should disclose it and step out of the relevant discussion and vote.

9. Amendment procedures

Specify how the governing document can be amended. A common threshold is a two-thirds vote of trustees with advance written notice. However, certain changes to a registered charity's governing document require the Charity Commission's prior written consent (or OSCR's or CCNI's): these are "regulated alterations" under the Charities Act 2011 s.198 and include changes to the objects clause, the dissolution clause, and any clause that allows trustees to benefit from the charity. No amendment should be made to these clauses without first obtaining consent from the relevant regulator.

10. Dissolution

This provision is non-negotiable for UK registered charities. On dissolution of the organisation, after meeting all liabilities, the remaining assets must be transferred to one or more charities with objects similar to those of your charity (or be applied to those purposes). This is required by the Charities Act 2011 and appears as a mandatory clause in every Charity Commission model governing document. Confirm with your adviser whether this clause should sit in the objects section, the dissolution article, or both.

11. Trustee indemnity

State the organisation's commitment to indemnify trustees, officers and (often) volunteers and employees for actions taken in good faith on behalf of the organisation, to the fullest extent permitted by applicable law. Under the Charities Act 2011 s.189, trustees may purchase Trustee Indemnity Insurance (TII) only if the governing document expressly permits it; note that TII cannot indemnify trustees for wilful breach of duty or wilful or reckless conduct.

12. Equality

Include an equality statement covering programmes, services and employment. Frame it around the Equality Act 2010 protected characteristics: age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex, and sexual orientation. This reflects both organisational values and compliance with funder, statutory and regulatory requirements.

For more on trustee duties, see the Charity Commission's "The Essential Trustee" (CC3). Your governing document is also the foundation for your charity registration application with the Charity Commission (gov.uk/setting-up-charity).

What NOT to include in your governing document

The most common governing-document mistake is putting operational detail into a governance document. Governing documents are intentionally hard to change, so the provisions in them should be the provisions that should not change easily. Everything else belongs somewhere else.

Leave these out of your governing document:

  • Specific meeting dates. "The board meets on the second Tuesday of March, June, September and December" locks you into a schedule you will eventually need to change. Say "the board meets at least quarterly" and let the trustees set actual dates by resolution.
  • Exact £ amounts for spending authority. "The Chief Executive may approve expenses up to £5,000 without board consent" was right for year one and wrong for year five. Put spending authority thresholds in a separate financial policy that the board can update annually.
  • Detailed financial procedures. How invoices are paid, how reimbursements are processed, who signs cheques: those belong in a financial policies and procedures manual, not the governing document.
  • HR policies. Holiday, sick leave, performance-review processes, code of conduct: all belong in an employee handbook.
  • Programme details. What services you offer, how beneficiaries qualify, what your opening hours are: these change as the organisation evolves. The governing document describes purpose, not programmes.
  • Named individuals. Founders, current trustees, the current Chief Executive: name positions, not people.
  • Overly restrictive provisions. Anything that requires unanimous consent, requires a specific person to be present, or limits the board's flexibility in ways the trustees cannot foresee.
  • Operational language copied from sample documents you do not understand. If your adviser cannot explain why a clause is there, it does not belong in your governing document.

The test for any clause: "Would I be comfortable defending this in front of the Charity Commission three years from now, even if the circumstances of the organisation have changed?" If the answer is no, the clause belongs in a policy that can be updated by trustee vote, not in a governing document that requires a supermajority to amend.

Governing-document formats compared

Founders sometimes ask how the four UK governing-document forms relate to each other, and which takes precedence. A practical rule: if a conflict ever arises between the governing document and the relevant charity statute (Charities Act 2011 for E&W, the Charities and Trustee Investment (Scotland) Act 2005 for Scotland, or the Charities Act (Northern Ireland) 2008 for NI), the statute governs. The cleanest fix is to ensure the governing document never contradicts the statute in the first place: when you amend a clause, check it against the current Act.

AttributeArticles of incorporationBylaws
What it isThe legal document that creates the corporationThe internal rules for operating the corporation
Filed withYour state (Secretary of State or equivalent)Not filed; kept in corporate records
PublicYesNo
Typical contentsLegal name, registered agent, exempt purpose, dissolution clause, incorporator(s)Board structure, officers, meetings, committees, amendments, indemnification, non-discrimination
How to changeFile amended articles with the state; usually a feeAmend by board (and member, if applicable) vote per the amendment clause
Ease of changeHarder, slower, publicEasier, faster, internal
Required for 501(c)(3)?Yes (the IRS requires an organizing document)Commonly requested as supporting documentation

The UK four-forms comparison is shown in the table in the section above ("Four governing-document formats: which one fits your charity?"). Use that table to make your initial choice before drafting any provisions.

UK jurisdictional differences: England and Wales, Scotland, and Northern Ireland

UK charity law is not uniform. There are three separate charity-law jurisdictions, each with its own regulator, statute and registration rules. Never describe UK charity governance as a single system.

England and Wales: Charity Commission for England and Wales (CCEW)

The Charity Commission for England and Wales is the regulator for charities constituted in England or Wales. Registration is required when gross annual income exceeds £5,000 (with some exceptions); Charitable Incorporated Organisations must register regardless of income. The governing legal framework is the Charities Act 2011 (as amended by the Charities (Protection and Social Investment) Act 2016 and the Charities Act 2022). At least three unrelated trustees are required; charitable purposes must be for the public benefit.

Scotland: Office of the Scottish Charity Regulator (OSCR)

OSCR regulates all charities operating in Scotland. All Scottish charities must register with OSCR regardless of income or size. The governing statute is the Charities and Trustee Investment (Scotland) Act 2005, significantly updated by the Charities (Regulation and Administration) (Scotland) Act 2023. There are around 24,886 charities on the Scottish Charity Register. Importantly, a charity registered in England and Wales must also register separately with OSCR before it operates in Scotland.

Northern Ireland: Charity Commission for Northern Ireland (CCNI)

CCNI is the regulator for charities in Northern Ireland. Registration is governed by the Charities Act (Northern Ireland) 2008 (as amended 2013, 2022, 2023). Phased registration of NI charities is ongoing. There are around 8,000 charities currently on the NI register. Cross-border note: a charity registered in E&W or Scotland must comply with CCNI requirements when fundraising in Northern Ireland.

Choosing your jurisdiction: most new charities in England or Wales will register with CCEW; most in Scotland with OSCR. If you plan to operate across borders, take advice on whether dual or triple registration is needed before you finalise your governing document.

How to draft your UK charity governing document: step by step

Here is a practical sequence a founding board of trustees can follow, from blank page to ratified governing document.

  • 1. Review the relevant charity legislation and regulator guidance. (1 to 2 hours) Read the Charity Commission's guidance on setting up a charity at gov.uk/setting-up-charity, including its notes on charitable purposes, trustee eligibility and the registration process. If you are in Scotland, read OSCR's equivalent guidance. Note any mandatory provisions and default rules you may wish to override.
  • 2. Start from the regulator's model governing document. (1 hour) The Charity Commission publishes model constitutions for CIOs (Association and Foundation), charitable companies, unincorporated associations and charitable trusts at gov.uk/setting-up-charity. The model CIO constitution is the single most useful starting point for a small new charity. Download it and read it before drafting anything from scratch.
  • 3. Decide your legal form. (1 to 2 hours) Use the four-forms table above to choose between CIO (Association or Foundation), charitable company, charitable trust and unincorporated association. This decision shapes every subsequent clause.
  • 4. Customise the model for your organisation. (3 to 5 hours) Fill in: trustee numbers and terms, officer roles, financial year, quorum, amendment threshold and conflicts-of-interest framework. Remove sections that do not apply to your structure (for example, membership clauses if you are a Foundation CIO). Do not adopt model language you do not understand.
  • 5. Circulate for trustee review and discussion. (1 to 2 weeks of calendar time) Give the founding trustees at least a week to read the draft and propose changes. Hold a working session, not just a vote.
  • 6. Seek legal or pro-bono review. (1 to 2 weeks of calendar time) Even a short engagement with a UK charity lawyer can identify jurisdictional issues and structural problems before adoption. Free and pro-bono resources include LawWorks (lawworks.org.uk) and the NCVO governance helpline (ncvo.org.uk). Charity Excellence (charityexcellence.co.uk) also runs a free peer-support community of around 50,000 UK charity members and is a useful source of practical governance advice for small charities.
  • 7. Formally adopt by trustee vote. (1 trustee meeting) Bring the final draft to a trustee meeting, move adoption, vote and record the vote in the minutes. The governing document takes effect on the date the trustees adopt it (or whatever effective date the document specifies).
  • 8. File with the Charity Commission (or OSCR/CCNI) as part of your registration application. (15 minutes to submit; allow several weeks for the Commission to process) Your governing document is submitted as part of your charity registration application. Keep a signed, dated copy in your charity's records and make sure your Secretary knows where the official copy is held.

Once your governing document is ratified, you can move to raising funds. Most founding trustees have never set up a fundraising platform before. Zeffy handles that part.

Zeffy is a free donation platform for UK charities: donation forms, event ticketing, peer-to-peer fundraising, donor management and an embeddable donate button you can add to a new website. You can set up recurring donations the same week your governing document is signed, giving the organisation predictable monthly income from month one. 100,000+ charities, over £2 billion raised, £0 in fees through the platform.

Free UK charity governing-document template (structural starter)

Use the template below as a structural starting point for your governing document. Every bracketed placeholder is something you should customise for your organisation, and every article should be reviewed with a UK charity adviser before adoption. This template is educational scaffolding, not a substitute for the Charity Commission's model constitution or for legal advice. Download the official model CIO constitution at gov.uk/setting-up-charity for authoritative, regulator-approved language.

Customisation notes appear under each article in italics.

Article I: Name

The name of this organisation shall be [Organisation Name], hereinafter referred to as the "Organisation."

Customisation: use the exact legal name you intend to register with the Charity Commission (or OSCR or CCNI).

Article II: Objects

The Organisation is established for exclusively charitable purposes for the public benefit within the meaning of the Charities Act 2011. The specific objects of the Organisation are [state your charitable purposes, e.g., "to advance education among young people in [area]" or "to relieve poverty among [beneficiary group]"].

Customisation: make this consistent with the Charity Commission's list of charitable purposes under the Charities Act 2011 s.3. Do not use vague language; the Commission expects objects that are clearly charitable and clearly for the public benefit.

Article III: Members

  • 1. Membership eligibility: Membership of the Organisation shall be open to [describe eligibility criteria, or state "The Organisation shall be a Foundation CIO and shall have no members other than its trustees"].
  • 2. Types of membership: The Organisation shall offer [list categories, if any].
  • 3. Rights and responsibilities: Members shall have the right to [list rights, e.g., attend and vote at general meetings] and shall be responsible for [list responsibilities].
  • 4. Admission procedures: Prospective members shall apply by [describe process].
  • 5. Termination and resignation: Membership may be terminated or resigned per [state procedures].

Customisation: for a Foundation CIO, replace this entire article with a single sentence: "The Organisation is a Foundation CIO. The members of the Organisation are its trustees for the time being." For an Association CIO, define the membership class carefully, as members have statutory rights under the Charitable Incorporated Organisations (General) Regulations 2012.

Article IV: Board of Trustees

  • 1. Composition: The affairs of the Organisation shall be managed by a board of trustees consisting of not fewer than [number, minimum 3] and not more than [number] trustees.
  • 2. Duties and powers: The board of trustees shall have ultimate responsibility for the governance and oversight of the Organisation, including approval of the annual budget, oversight of financial controls, and fulfilment of the Organisation's charitable objects.
  • 3. Appointment and terms: Trustees shall be appointed by [describe process, e.g., election at general meeting for Association CIO, or appointment by the board for Foundation CIO] and shall serve staggered terms of [number] years.
  • 4. Removal and vacancies: A trustee may be removed by [describe vote threshold and notice requirements, consistent with the Charities Act 2011 and, for CIOs, the CIO Regulations]. Vacancies shall be filled by [describe process].
  • 5. Committees: The board may establish standing and ad hoc committees and define their composition, duties and authority, including whether any committee may exercise delegated board authority.

Customisation: choose a board-size range rather than a fixed number. Two- to three-year staggered terms are common. Ensure trustee eligibility and disqualification provisions are consistent with the Charities Act 2011 (as amended by the Charities (Protection and Social Investment) Act 2016).

Article V: Officers

  • 1. Titles and duties: The officers of the Organisation shall include a Chair, a Vice-Chair, a Secretary and a Treasurer. Each officer shall have the duties customarily associated with the office and any additional duties assigned by the board of trustees.
  • 2. Appointment and terms: Officers shall be appointed by the board of trustees and shall serve for a term of [number] year(s), renewable at the board's discretion.
  • 3. Vacancies: Vacancies in officer positions shall be filled by [describe procedure].

Article VI: Meetings

  • 1. Regular and special meetings: The board of trustees shall meet at least [frequency, e.g., four times per year]. Special meetings may be called by [describe, e.g., the Chair or any three trustees].
  • 2. Notice: Notice of each meeting shall be given to trustees at least [number, e.g., seven] days in advance.
  • 3. Quorum: A quorum shall consist of [describe; the CIO model constitution default is a majority of trustees then in office].
  • 4. Virtual and hybrid meetings: Trustees may participate in any meeting by telephone or video conference or other electronic means that allows all participants to hear and communicate with one another simultaneously, as permitted by the Charitable Incorporated Organisations (General) Regulations 2012 (as updated).
  • 5. Action without a meeting: Any action that may be taken at a meeting may be taken without a meeting by unanimous written consent of all trustees.

Customisation: check whether your regulator's model constitution specifies a default annual meeting window or notice period, and adopt those defaults unless you have a specific reason to override them.

Article VII: Finances

  • 1. Financial year: The financial year of the Organisation shall be [specify, e.g., 1 April to 31 March].
  • 2. Budget: The board of trustees shall approve an annual budget.
  • 3. Financial records: The Treasurer shall oversee the maintenance of accurate financial records and the presentation of financial reports to the board.
  • 4. Independent examination or audit: The board shall arrange for an annual independent examination or statutory audit as required by the Charities Act 2011 and the Organisation's income and asset levels. A statutory audit is required where gross income exceeds £1 million, or where gross income exceeds £250,000 and gross assets exceed £3.26 million (E&W thresholds; verify current figures on gov.uk before adoption).

Customisation: detailed financial procedures (bank-mandate requirements, expense-approval thresholds, reserves policy) belong in a separate financial policy that the board can update by resolution, not in the governing document.

Article VIII: Conflicts of Interest

The Organisation shall adopt and follow a written conflicts-of-interest policy in line with the Charity Commission's guidance CC29. Each trustee and officer shall complete an annual conflicts-of-interest disclosure. Any trustee or officer with a material conflict shall disclose the conflict, withdraw from the relevant discussion, and shall not vote on the matter.

Customisation: maintain the conflicts-of-interest policy as a separate document referenced by the governing document.

Article IX: Amendments

These provisions may be amended by a [commonly two-thirds] vote of the trustees then in office, provided that written notice of the proposed amendment is given to each trustee at least [number] days before the vote. Any amendment to the Organisation's objects, dissolution clause, or any provision permitting trustee benefit constitutes a regulated alteration under the Charities Act 2011 s.198 and requires the prior written consent of the Charity Commission (or OSCR or CCNI) before it takes effect.

Article X: Dissolution

On dissolution of the Organisation, after payment of, or provision for, all of the Organisation's liabilities, the remaining assets shall be transferred to one or more charities whose objects are similar to those of the Organisation, as directed by the board of trustees or, failing agreement, as directed by the Charity Commission. This provision is intended to satisfy the requirements of the Charities Act 2011 regarding the distribution of assets on dissolution of a registered charity.

Customisation: confirm with your adviser whether this clause also needs to appear in the objects article of your specific governing document form. The Charity Commission's model constitutions contain mandatory wording for this clause.

Article XI: Trustee Indemnity and Equality

  • 1. Trustee indemnity: The Organisation shall indemnify and hold harmless its trustees, officers, employees and volunteers to the fullest extent permitted by applicable law, including the Charities Act 2011 s.189, for actions taken in good faith on behalf of the Organisation. The Organisation may purchase Trustee Indemnity Insurance (TII) where the governing document expressly permits it, provided that no indemnity or insurance may cover wilful breach of duty or wilful or reckless conduct.
  • 2. Equality: The Organisation shall not discriminate on the basis of any of the protected characteristics defined in the Equality Act 2010 (age, disability, gender reassignment, marriage and civil partnership, pregnancy and maternity, race, religion or belief, sex and sexual orientation) in its programmes, activities, services or employment practices.

Effective date

These provisions shall become effective on adoption by the board of trustees on [date].

Once you have a draft you are satisfied with, return to step 5 of the how-to guide above: trustee review, then adviser review if budget allows, then formal adoption at a trustee meeting.

Frequently asked questions

Does my UK charity need a governing document?

Yes. You cannot register with the Charity Commission for England and Wales (or OSCR in Scotland or CCNI in Northern Ireland) without a governing document that sets out your charitable objects and governance rules. Even if your group operates below the registration threshold (gross income below £5,000 in England and Wales), you will need a governing document to open a bank account, apply for grants or claim Gift Aid.

Can I change my governing document after the charity is registered?

Yes, by trustee vote in accordance with the amendment clause in the governing document. However, certain changes are "regulated alterations" under the Charities Act 2011 s.198 and require the prior written consent of the Charity Commission (or OSCR or CCNI) before they take effect. Regulated alterations include changes to the objects clause, the dissolution clause, and any provision that enables trustees to benefit from the charity. Attempting to make these changes without consent is a breach of charity law.

What if my governing document conflicts with UK charity law?

The relevant statute governs. For charities in England and Wales, the Charities Act 2011 (and, for charitable companies, the Companies Act 2006) takes precedence. For Scottish charities, the Charities and Trustee Investment (Scotland) Act 2005 (as amended by the 2023 Act) applies. For Northern Ireland, the Charities Act (Northern Ireland) 2008 (as amended) applies. Any provision in the governing document that contradicts the applicable Act is void. If you discover a conflict, seek legal advice and apply to the relevant regulator for consent to amend.

Is my governing document filed with a regulator and publicly visible?

Yes. Unlike the US model (where "bylaws" are typically kept privately), a UK charity's governing document is filed with the Charity Commission (or OSCR or CCNI) on registration and appears on the public register. Anyone can search the Register of Charities for England and Wales, OSCR's register or CCNI's register and read your governing document.

Where can I find a model UK governing document?

The Charity Commission for England and Wales publishes free model governing documents for CIOs (Association and Foundation), charitable companies, charitable trusts and unincorporated associations at gov.uk/setting-up-charity. OSCR publishes equivalent resources for Scottish charities at oscr.org.uk. The NCVO (ncvo.org.uk) provides governance guidance and resources for members. Charity Excellence (charityexcellence.co.uk) offers free peer support for small UK charities, including governance templates and community advice.

Does my governing document need to mention Gift Aid or UK GDPR?

No. Gift Aid and UK GDPR obligations sit outside the governing document, but trustees are collectively responsible for ensuring the charity complies with both. Your Treasurer oversees Gift Aid declarations and claims to HMRC via Charities Online; your governing document should give the Treasurer responsibility for financial compliance but need not set out the mechanics of every HMRC scheme. For UK GDPR, the Information Commissioner's Office (ico.org.uk) is the primary regulator; the Fundraising Regulator's Code of Fundraising Practice also addresses donor data. Neither requires specific wording in your governing document.

Written by
Rachel Ayotte
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A charity chief executive is the most senior paid leader in a charitable organisation, accountable to the board of trustees and responsible for operations, fundraising, compliance, and strategy. This guide covers what the role involves, when to hire, the skills that matter, and a ready-to-use UK job description template for 2026.

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How to start a nonprofit
How to Start a Charity in the UK: A Complete Step-by-Step Guide (2026)

Starting a charity in the UK involves choosing the right legal structure, registering with the correct regulator (CCEW, OSCR, or CCNI), and setting up Gift Aid with HMRC. This guide walks you through every step, from writing your governing document to choosing a free fundraising platform, with UK-specific facts on trustee duties, small society lotteries, and data protection.

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