Charity trustees: resignation and removal
Find out what procedures you need to follow to resign as a charity trustee or remove a trustee from the board.
Length of service for trustees
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.
If your governing document doesn’t specify a length of service, trustees continue in their role until they die, resign or are removed.
Resignation as a trustee
Generally, trustees are able to resign before the end of their set term. The trustee will need to put their resignation in writing.
Your charity’s governing document might also include certain rules you will need to follow if a trustee wants to resign.
Make sure you have enough trustees to run your charity. If your governing document states a minimum size for your trustee board, make sure you don’t go below that number. Find and appoint a new trustee before the retiring trustee leaves.
How to remove a trustee from the board
You usually need a good reason to remove a trustee, such as if they have done something that damages your charity’s reputation.
Check your charity’s governing document to see if it has a procedure for removing trustees.
If your charity is a company, you have the right to remove a director, providing you follow the correct procedures. You have this right under the Companies Act 2006, regardless of what else is written in your articles of association.
Vote of no confidence
You can hold a vote of no confidence to encourage someone to resign as a trustee. This could be part of your charity’s rules for removing a trustee, or written into its governing document. If it isn’t part of your charity’s rules, the vote has no legal power and the trustee won’t have to resign.
Consider mediation. The Ministry of Justice has a network of mediators.
Legal procedures to remove or replace trustees
It’s usually straightforward for a trustee to leave if your charity is a company or if there are procedures written in your governing document.
If this is not the case, the Trustee Act may allow you to replace a trustee – for example if they want to retire or refuse to act as a trustee.
How to update your charity’s details
When a trustee leaves, update the records the Charity Commission holds about your charity – either in your annual return or online.
If the retiring trustee had some special responsibilities, it’s a good idea to arrange a handover. This might involve the trustee who is leaving:
- handing over the charity’s password for the commission’s website
- training others in how to complete the annual return
- telling the commission your named contact has changed
If the trustee who is leaving is named on your charity’s title deeds to land or property, you will need to update the title deeds. There is a set legal procedure for this and you can take professional advice. Always have at least two trustees if your charity holds land.