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Who are your members?

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Use this page to find out about who your charities members are and what decisions they make.

Your constitutional members

Not all charities will have constitutional members, and whether you do or don’t depends on your legal form. You can find out more about the different forms in our setting up section.

Charitable forms which always have constitutional members are:

  • Company limited by guarantee (CLG)
  • Charitable incorporated organisation (CIO)
  • Unincorporated association

The membership of these forms can be wide or narrow, so you may have only a few constitutional members (often called a ‘foundation’ model) or you may have many constitutional members (often called an ‘association’ model).

Some charities may also have people they think of as members, but who aren’t constitutional members in a legal sense. It is important to know the difference between people who are involved and participate in your services and activities, and your legally defined constitutional members.

In governance terms, constitutional members have a specific role. This role is set out in the organisation’s governing document, which will explain:

  • who the constitutional members are
  • how to become a constitutional member
  • how long constitutional membership lasts
  • how constitutional members can leave or be removed.

Constitutional members also have some decision-making rights and responsibilities.

What decisions are made by constitutional members?

As with other aspects of membership, the decisions that constitutional members can make will be set out in the governing document.

In general, constitutional members will have the power to:

  • Remove and replace trustees
  • Approve amendments to governing documents
  • Approve transactions between the company and trustees
  • Make decisions about how assets are handled if the charity is wound up

Often, the trustee board will enable constitutional members to make any decisions at a general meeting of members. If enough constitutional members ask the trustees to call a general meeting, there is usually a requirement for a meeting to be called.

Find out more in our running good meetings guidance.

Last reviewed: 29 April 2022

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This page was last reviewed for accuracy on 29 April 2022

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