Reviewing the structure of your board

Use this page to learn about what the structure of the board looks like and what to consider when reviewing.

The structure and composition of a board is set out in a charity’s governing document. If you’re currently setting up your charity, find out more about what your governing document should include.

If your board’s already established, you should still take time to review your structure regularly to make sure it's still fit for purpose.

The structure of the board will include:

• Size: The maximum and minimum size of the board.
• Composition: How trustees are elected or appointed, including those appointed by other bodies.
• Roles: Trustees with specific roles, such as Chair or Treasurer.
• Terms of office: The ‘term of office’ or length of service of trustees. This sometimes differs between Honorary Officers and trustees.
• Other attendees: Individuals who attend board meetings in an advisory capacity.

The trustee board should be the right size to govern effectively.

The Charity Governance Code suggests a board of at least five but no more than twelve trustees is typically considered good practice.

A board should be large enough that there are enough skilled people to carry out the board’s work. It should also be small enough to make sure 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 your governing document and accompanying rules must be carried out in agreement with the provisions in it and current law.

The composition of the board should support effective decision-making.

The composition of your board is likely to depend on the nature of your organisation, and the beneficiaries that you serve.

Board composition should be regularly reviewed to make sure the structure still supports decision-making that’s in the charity’s best interest.

When deciding your board composition you should think about the points mentioned below when recruiting trustees.

1. For their specialist skills or knowledge. The charity will benefit from individuals who are highly skilled in relevant areas
2. Because they have lived experience or a connection to those with a stake or interest in the charity’s work. This will help the board to be in tune with the needs of the charity’s beneficiaries.
3. Because they differ from your current board members. Their varying experiences and perspectives will help promote diversity and inclusivity in your organisation.
4. For their status, influence, contacts or public standing. The charity will benefit from committed and influential people to fundraise and raise its profile.

An effective trustee board should draw on all of these elements. In recruitment, it is important to remember that these four areas are not always mutually exclusive and candidates may cover more than one area.

The important thing is to make sure there are a range of skills, knowledge, qualities, attributes and backgrounds.

Charities can also use these principles when thinking about wider governance structures.

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.

Trustees share formal responsibility for the charity and must act in its best interests, regardless of how they’re elected or appointed.

Some trustees may take on specific roles on the board, such as chair, vice-chair, secretary and treasurer. These are sometimes known as honorary officer roles, and the word ‘honorary’ is usually included if a staff member handles some of the typical duties of the role (for example if they take meeting minutes rather than the secretary).

Many trustee boards find it useful to have officers to:

• help prepare board meetings
• take on specific roles at meetings or
• deal with matters in between board meetings (for example, acting as a link between board and staff).

Officers might be appointed by the board, elected by the charity’s membership or appointed in some other way.

Officers can only carry out specific aspects of the charity’s business if they’re authorised to do so. This authorisation might be given by the other trustees and/or set out in the governing document. Unless officers have explicit decision-making powers, they must act collectively with other trustees in making decisions.

Find out more about trustee roles on the board.

There’s no legal requirement to define the term of office (the length of time a trustee is in a role for) for trustees, but many charities choose to include a term limit in their governing document. Limiting the term for trustees helps the board remain current and allows skills and knowledge to be reviewed over time.

The Charity Governance Code recommends that if a trustee will serve more than a nine-year term this should be subject to rigorous review, and should be explained in the trustees’ annual report.

Some charities invite individuals other than trustees to attend trustee board meetings: for example, staff (where employed) or advisers.

It’s important to distinguish between the trustees and other individuals who attend to avoid any confusion. Trustees are the only people entitled to make decisions at a board meeting.