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Trustee board composition and structure

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What the structure of a board could cover, changing the composition and different types of board structures.

The structure or composition of a board is usually set out in a charity’s governing document and/or in accompanying rules or by-laws.

The structure of the board might cover:

  • The maximum and minimum size of the board.
  •  How trustees are elected or appointed, including those appointed by other bodies.
  • Trustees with specific roles, such as Honorary Officers.
  • The ‘term of office’ or length of service of trustees – this sometimes differs between Honorary Officers and trustees.
  • Individuals who attend board meetings in an advisory capacity – for example, individuals representing outside organisations who attend as observers, staff and professional advisors.

The rules vary from charity to charity: some charity’s rules are lengthy and complex; others are very simple.

Trustee board size

The trustee board should be the right size to govern effectively.
The rules governing the minimum and maximum size of a board are usually set out in a charity’s governing document and/or in accompanying rules or by-laws.

There is no ‘right’ or ‘wrong’ size of board. A board should be large enough to ensure that there are enough people with the range of skills needed to carry out the board’s work. But also small enough to ensure that trustees can work together as a team with each fully participating in decision-making.

A review of trustee board size might lead some charities to change their governing document. Any changes to the governing document and accompanying rules must be carried out in accordance with the law and the provisions in the existing governing document.

Changing the composition of the board

Sometimes charities review and make changes to the composition of their board.

For example membership charities might find that in seeking to represent all the different interests of members through the board it then becomes too large to govern effectively and instead create a larger, elected advisory council that has the right to appoint some or all board members. 

Trustees appointed by outside bodies sometimes find that they face regular conflicts of interest. They might feel more comfortable acting in an advisory or observer capacity.

Any changes to the governing document and accompanying rules must be carried out in accordance with the law and the provisions in the existing governing document.

Models of board structure

Governance models can be very helpful for trustees in understanding their responsibilities and the pros and cons of different governance arrangements.

Some models of governance focus on the membership or composition of the board. Three traditional models exist:

  •  Where trustees are recruited for their status, influence, contacts or public standing.
  • Where trustees are recruited for their specialist skills or knowledge.
  • Where trustees are recruited because they are representative of those with a stake or interest in the charity’s work.

In the first model, the charity will benefit from committed and influential people to fundraise and raise its profile. In the second model, the charity will benefit from individuals who are highly skilled in relevant areas; and in the third, the board is likely to be in tune with the needs of the charity’s beneficiaries.

In reality, an effective trustee board should draw on elements of all three of the models. An effective board should be able to draw on a range of skills, knowledge, qualities, attributes and backgrounds to be effective.

Charities can adapt the traditional models to draw on the advantages of each. For example, an advisory council or forum could be created to represent stakeholder interests and a separate trustee board recruited for their skills and qualities in governance. Many charities use influential or well known people in the roles of patron or president rather than as trustees.

Further information

If you’re a trustee or work with a governance board you may be interested in the NCVO/BWB Trustee Conference in November. It’s the leading annual event for charity trustees, and provides essential legal and regulatory updates on governance as well as practical tools and guidance in a range of expert-led breakout sessions.

Page last edited Jul 30, 2018

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