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Appendix 4: Standing orders for board and committee meetings

Updated 25 October 2023

Applies to England and Wales

Preamble

The Charity Commission for England and Wales, in the exercise of powers under paragraph 7(1) of Schedule 1 to the Charities Act 2011 (‘the Act’) makes these standing orders to regulate the procedure of the Board and its sub-committees. Schedule 1 to the Act is at Appendix I to the governance framework.

1. Citation and interpretation

Any expression to which a meaning is given in the Act or Regulations or orders made under it shall have the same meaning in these standing orders, unless the context otherwise requires and in addition:

‘Board’ means the committee established by the Commission consisting of members of the Commission and the Chief Executive acting collectively.

‘Commission’ means the Charity Commission for England and Wales.

‘Chair’ is the person appointed by the Minister to chair the Commission.

‘Chief Executive’ means the person appointed by the Commission as the Chief Executive of the Commission.

‘Committee’ means a sub-committee approved by the Board.

‘Committee Chair’ means the Chair of a committee.

‘Committee member’ means a member of the Committee whether or not he or she is also a member of the Commission.

‘Minister’ means the Secretary of State for Digital, Culture, Media and Sport.

‘Board Secretary’ means a person appointed by the Commission as secretary to the Board.

All generalised reference to the male gender should read as equally applicable to the female gender, and vice-versa.

In these standing orders, unless the contrary intention appears, words in the singular include the plural and words in the plural include the singular.

2. Statutory framework

The Commission members are appointed by the Minister. There must be at least 4 and no more than 8 members in addition to the Chair. The Minister is responsible for ensuring that at least 2 members have a 7 year general qualification within the meaning of section 71 of the Courts and Legal Services Act 1990, at least one member knows about conditions in Wales and has been appointed following consultation with the Welsh Government, and that the knowledge and experience of members includes knowledge and experience of the law relating to charities, charity accounts and the financing of charities and the operation and regulation of charities of different sizes and descriptions. The constitution and proceedings of the Commission are governed by section 1A of, and Schedule 1A to, the Act.

The functions of the Commission are set out in the Act, which confers the powers and duties necessary for the corporate Commission (the organisation) to carry out its functions. 2.3 Under the Act, the Commission has the general function of promoting the effective use of charitable resources by:

• determining whether institutions are or are not charities
• encouraging and facilitating the better administration of charities
• identifying and investigating apparent misconduct or mismanagement in the administration of charities and taking remedial or protective action in connection with misconduct or mismanagement therein
• determining whether public collections certificates should be issued, and remain in force, in respect of public charitable collections (not yet in force)
• obtaining, evaluating and disseminating information in connection with the performance of any of the Commission’s functions or meeting any of its objectives
• giving information or advice, or making proposals, to any Minister of the Crown on matters relating to any of the Commission’s functions or meeting any of its objectives

3. The Board

3.1 Board members act collectively as a Board. In accordance with Schedule 1, Section 8 of the Act, the Commission has authorised that the Board has the following functions:

• the performance of statutory functions, including decision-making in regard to the most high-risk cases, except those reserved to the Commission
• vision, strategy (corporate and subject-matter, such as people and technology) and values
• the annual business plan
• financial management and key performance measurements
• governance (except for those functions which are reserved to the Commission)
• scrutiny of operational and financial plans and performance
• engagement and the strategic management of relationships with external stakeholders
• leadership, and oversight of key elements of the People strategy including staff engagement, talent management and succession planning
• identification, management and mitigation of corporate risk, in the context of the Board’s determination of risk appetite
• key policies, including health and safety, information and cyber security, counter-fraud, and whistle-blowing
• establishment of an appropriate assurance framework, including approval of the appointment of internal auditor and their programme of work
• new and revised charitable policy and guidance, except for those matters reserved to the Commission

4. Meetings and proceedings of the Board

4.1 Meetings of the Board

4.1.1 Subject to Article 4.2.1, the Board shall hold meetings at least 5 times a year.

4.1.2 The Board shall determine the time and place of the meetings to be held under article 4.1.

4.1.3 Commission members shall meet privately on a periodic basis without Executives being present.

4.2 Special meetings of the Board

4.2.1 Without prejudice to Article 4.1, where Article 4.3.2 applies or in the event of urgency, the Chair may determine to hold a meeting to be known as a special meeting at such time and place as he or she may determine.

4.3 Power to call meetings

4.3.1 Where, in the opinion of the Chair, an urgent matter has arisen, the Chair may call a meeting of the Board at any time.

4.3.2 Where 2 or more Board members submit a signed request for a meeting to the Chair, the Chair shall call a meeting in accordance with Article 4.3.3.

4.3.3 Where Article 4.3.2 applies, the Chair shall, as soon as practicable but no later than 7 days from the date the request was submitted, arrange for the meeting to be held within 28 days from the date the request mentioned in Article 4.3.2 was submitted.

4.4 Notice of meeting

4.4.1 Before any meeting, the Board Secretary shall send a notice of the meeting to each member of the Board.

4.4.2 The notice of the meeting shall be sent by first class post or delivered – (a) to the usual place of residence of the member (b) to such other address, including email, as may be specified in writing by the member at least three clear days before the meeting

4.4.3 The notice of the meeting shall be accompanied by the agenda and the minutes of the previous meeting.

4.4.4 An accidental omission to send or deliver notice of meeting to any member under this article shall not invalidate the proceedings of a meeting.

4.5 Chairing of meetings

4.5.1 Subject to articles 4.5.2 to 4.5.4, the procedure at meetings shall be determined by the Chair presiding at the meeting.

4.5.2 The Chair shall, if present, preside at all meetings.

4.5.3 In the absence of the Chair, the members of the Commission will agree one of their numbers to preside, but not the Chief Executive.

4.5.4 In the absence of the Chair or agreement on a member of the Commission to preside, the longest serving member present shall preside.

4.6 Resolutions

4.6.1 Decisions of the Board shall be taken by resolution and recorded in the minutes of the meeting at which such resolution is passed.

4.6.2 Without prejudice to the provisions of this article, unless a ballot is demanded under Article 4.6.8, a declaration by the presiding Chair at the meeting that a resolution has or has not been carried, and entered in the minutes of a meeting, shall be conclusive.

4.6.3 Subject to article 4.6.10, every member of the Board shall have one vote.

4.6.4 Any member of the Commission is entitled to call for a vote.

4.6.5 Where a decision of the Board requires to be voted upon it shall be determined by a majority of the votes of the members of the Board present and voting on the question.

4.6.6 Voting shall be decided on a show of hands unless before, or on the declaration of the result of, a show of hands, a ballot is duly demanded.

4.6.7 Any member of the Board may request his or her vote or abstention to be recorded in the minutes.

4.6.8 A single member of the Commission may demand a ballot.

4.6.9 Where a ballot is held it shall be held in secret.

4.6.10 Where the votes are equal on any resolution or question, the presiding Chair shall have a second or casting vote.

4.7 Quorum of the Board

4.7.1 The quorum for a Board meeting depends on the total number of serving members of the Commission:

Total number of serving members of the Commission	Quorum
4 or 5	3
6 or 7	4
8 or 9	5

In each case, to achieve quorum, at least one member attending must be a person having a legal qualification such as mentioned in paragraph 1(3) (b) of Schedule 1A of the Act. The Chief Executive does not form part of the quorum in any circumstances.

4.7.2 Where a Board meeting:

(a) is not quorate under Article 4.7.1 within half an hour from the time appointed for the meeting

(b) becomes inquorate during the course of the meeting the meeting shall be adjourned to such time, place and date as may be determined by the members present

4.8 Board Secretary

4.8.1 The Board Secretary shall be appointed by the Chair and with the approval of the Chair shall appoint such staff as he or she deems appropriate to assist him or her as assistant secretaries.

4.8.2 The Board Secretary shall have the following responsibilities:

• supporting the Chair and Chief Executive and acting as a primary point of contact between Board members and the rest of the organisation, thereby facilitating good communication and mutual understanding
• ensuring that the governance framework and levels of delegated authority are comprehensive and up to date
• ensuring that the Board follows due process and adheres to relevant policies and governance principles, and advising Board members on matters of governance, procedure and propriety
• developing and keeping up to date a programme of Board induction and development activities
• putting in place and enforcing a disciplined process for the timely preparation, quality assurance and circulation of Board agendas and papers
• ensuring that committee meetings are held at the required intervals, that the activities of the Board and its sub-committees are synchronised and that links between Board and committees are well-developed and effective
• maintaining a forward planner which sets out, for the year ahead, the matters the Board and its committees will discuss and the key dates for meeting statutory and other reporting requirements
• ensuring that Board and committee minutes are circulated quickly, that they are accurate and require minimal redrafting and that action points are followed up

4.8.3 In this article the Board Secretary includes any assistant secretaries appointed by the Board Secretary.

4.8.4 The record of the minutes shall include:

• the names of -
  • every member of the Board present at the meeting of the Board
  • any other person present
  • any apologies tendered by an absent member of the Board
• the withdrawal from a meeting of any member on account of an actual or appearance of a conflict of interest
• any declaration of interest

4.9 Appointment of committees

4.9.1 The Commission may establish a committee for any purpose within its functions and the Act and shall determine the powers and functions of any such committee. The Board may establish sub-committees (named as committees for convenience).

4.9.2 The Board shall appoint members of the committees; and the composition of any such committees may include persons who are not members of the Commission.

4.9.3 The Board shall appoint, for every committee, its Chair and members, on the recommendation of the Chair of the Commission.

4.9.4 The Board shall keep under review the structure and scope of activities of each committee.

4.9.5 The Board shall, with such variation as it considers appropriate, set out the terms of reference for each committee, and review these on an annual basis.

Appointment of decision review panel or decision panel

4.9.6 The Chair is authorised by the Commission to nominate one or more members of the Commission who will review any decision of the organisation made by an authorised member of staff or make any decision of the Commission, whenever considered appropriate to do so. The nomination will take effect for a particular decision review or decision and for the period of time necessary to complete the review or make the decision.

4.9.7 The decision of the member or members in respect of the decision review or decision shall be binding on the Commission.

4.10 Registration and declaration of interests

4.10.1 Every member of the Board shall abide by the provisions of the policy on registration and declaration of interests.

4.11 Variation or suspension of standing orders.

4.11.1. These standing orders shall not be amended, revoked or replaced except by a resolution passed at a meeting at which at least two-thirds of the total numbers of members of the Commission are present.

5. Meetings and proceedings of committees

5.1 First meeting of committees

5.1.1 The first meeting of a committee established by the Commission under Article 4.9.1 shall be held on such a day and at such a time as may be determined by the Committee Chair appointed under Article 4.9.3 and he or she shall make such arrangements as he or she considers appropriate for the holding of the meeting.

5.2 Meetings of a committee

5.2.1 Subject to Article 5.3 and such indicative schedule of meetings as may be specified by the Board, a committee shall hold meetings at such intervals as may be determined by the members of the committee.

5.2.2 The committee shall determine the time and place of the meetings to be held under Article 5.2.1.

5.3 Special meetings of a committee

5.3.1 Without prejudice to Article 5.2, in the event of urgency, the Committee Chair may determine to hold a meeting to be known as a special meeting at such time and place as he or she may determine.

5.4 Notice of meeting

5.4.1 Before any meeting, the Board Secretary shall send a notice of the meeting to each member of the committee.

5.4.2 The notice of the meeting shall be sent by first class post, or delivered (a) to the usual place of residence of the committee member (b) to such other address, including email, as may be specified in writing by the committee member at least three clear days before the meeting

5.4.3 The notice of the meeting shall

(a) be accompanied by the agenda and the minutes of the previous meeting

(b) be signed by the Committee Chair or such person as may be authorised by the Committee Chair

5.4.4 An accidental omission to send or deliver notice of meeting to any member of the committee under this article shall not invalidate the proceedings of a meeting.

5.4.5 Subject to Article 5.4.6, a member of the Commission may attend and speak, with the permission of the Committee Chair, at any meeting of a committee.

5.4.6 A member of the Commission who is not a member of the committee shall not vote on any matter before the Committee.

5.5 Chairing of meetings

5.5.1 Subject to Articles 5.5.2 to 5.5.3, the procedure at meetings shall be determined by the Committee Chair presiding at the meeting.

5.5.2 The Committee Chair shall, if present, preside at all meetings.

5.5.3 In the absence of the Committee Chair, a Member of the Commission who is also a member of the Committee or a Member of the Commission nominated by the Committee Chair shall preside.

5.6 Decisions of committees

5.6.1 Decisions of a committee shall be taken by resolution and recorded in the minutes of the meeting at which such resolution is passed.

5.6.2 Without prejudice to the provisions of this article, unless a ballot is demanded under Article 5.6.8, a declaration by the presiding Committee Chair at the meeting that a resolution has or has not been carried, and entered in the minutes of the meeting, shall be conclusive.

5.6.3 Subject to Article 5.6.10, every member shall have one vote.

5.6.4 Any member is entitled to call for a vote.

5.6.5 Where a decision of the committee requires to be voted upon it shall be determined by a majority of the votes of the members present and voting on the question.

5.6.6 Voting shall be decided on a show of hands unless before, or on the declaration of the result of, a show of hands, a ballot is duly demanded.

5.6.7 Any member may request his or her vote or abstention to be recorded in the minutes.

5.6.8 A single member may demand a ballot.

5.6.9 Where a ballot is held it shall be secret.

5.6.10 Where the votes are equal on any resolution or question, the presiding Committee Chair shall have a second or casting vote.

5.7 Quorum of committees

5.7.1 The quorum for a committee meeting shall consist of one half of the total membership of the committee of which at least one member of the Commission is present.

5.7.2 The quorum of the Casework Risk Committee shall contain a legally qualified Commission member.

5.7.3. Where a committee meeting –

(a) is not quorate under Article 5.7.1 within one half hour from the time appointed for the meeting

(b) becomes inquorate during the course of the meeting the committee members present may determine to adjourn the meeting to such time, place and date as may be determined by the members present

5.8 Minutes of committees

5.8.1. There shall be a secretary to every committee who shall be –

(a) appointed by the Chief Executive

(b) deemed to be an assistant secretary to the Board appointed by the Secretary to the Board under Article 4.8.1.

5.8.2. The Chief Executive may also appoint deputy secretaries to the committees who shall act in the absence of the secretary appointed under Article 5.8.1; and for the purposes of this article any reference to the secretary shall include a deputy secretary.

5.8.3. The Secretary shall record the minutes of every meeting of a committee.

5.8.4. The record of the minutes shall be submitted to the Committee at its next meeting for agreement, confirmation or otherwise of the members and signed by the presiding Committee Chair.

5.8.5. The record of the minutes shall include –

(a) the names of –

i. every member present

ii. any apologies tendered by an absent member of the committee

(b) the withdrawal from a meeting of any member on account of an actual or appearance of a conflict of interest

(c) any declaration of interest

5.8.6. The record of minutes shall be circulated to the Board.

5.9 Prohibition of delegation of a committee’s function

5.9.1. A committee shall not delegate its functions unless authorised by the Board in the Committee’s terms of reference.