The Ancient Rulebook

When Your Constitution Is Older Than the Internet

A charity local to me was running on a constitution from 1979. When I saw it in 2006, nobody had revisited it once. Some of the clauses were absolutely ridiculous.

Another group I came across formed in 1976. A couple of its clauses named specific people. Some of those people are now dead, and the document was still telling the organisation what they were responsible for.

Those are the extreme ones. The problem underneath them is everywhere.

The Round Robin That Didn’t Count

I’ve seen this more times than I can count. A board makes a decision by email round robin, everyone copied in, everyone agrees, job done. Except the constitution doesn’t say decisions can be made remotely, so the decision isn’t valid.

One case sticks with me. There was a very trying trustee, for want of a better word, who didn’t like what had been decided. So she challenged it. And she was 100% correct. The constitution didn’t allow it, and the board had to take the decision again, in person.

She used the governing document against the rest of the board. She could only do that because nobody else had read it.

The Quorum You Can Never Reach

The other one I see regularly is the quorum nobody can meet. The constitution sets quorum as a proportion of the membership, and the membership list hasn’t been touched in years. Three quarters of the people on it have died, moved away or stopped caring long ago.

So the AGM can’t be quorate, and nothing at the AGM can be legally decided. The organisation is stuck, and it did that to itself.

Write It for the Next Ten Years

When I build a governing document, for a new formation or a conversion, the first thing I check is the objects. Not what the group does now, but what it plans to be doing in five and ten years. There’s no point writing objects for this year’s activity. They have to stand up to where the organisation is going.

Then the practical bits. Is the number of trustees right? Can the board meet on Zoom, Teams or Google Meet? Can it make decisions by email with everyone copied in? Those are the modern basics, and most constitutions from the 1990s or earlier have none of them.

The Art of NOT Being Stupid

Review your governing document every three or four years. On one board I sit on, we do exactly that, and we look at it again every time a new trustee joins. Most of the time it’s still fit for purpose. Occasionally something isn’t, so we change it.

If you’re starting from scratch or replacing something ancient, the Charity Commission publishes model governing documents for each legal structure. Use them as your benchmark. If you’re changing an existing document, some changes need the Commission’s consent, so read their guidance on changing your governing document before you start.

Final Thought

If you only check one thing tonight, check whether your constitution lets you hold meetings and make decisions remotely. If it doesn’t, every Zoom vote you’ve taken is sitting there waiting for one unhappy trustee who’s bothered to read the rules.