Incorporation and establishment of interim board

This is stage covers the steps needed to become incorporated as a company, which includes setting up the board of trustees or directors that will govern the company in its initial growth period, and ensuring that the foundations of good governance are in place.

This stage is only relevant if you plan to create a new constituted consortium – ie a new legal entity. However, for consortia that do not form a separate legal entity (eg managing agent and managing provider models), some of the underlying principles of good governance can still apply.

Selecting a legal structure is the same as setting up any new charity or company. However, when setting up a consortium, you need to think about how the governance will work in the context of a partnership of organisations, all with their own interest and governance structures.

Three example governing documents are provided below.

• A legal structure for your consortium is agreed.
• Decision made on who will be your interim board members, who will serve for an agreed period until your first annual general meeting (AGM).
• The organisation is registered with the appropriate body, eg Charity Commission or Companies House, or CIC regulator. We recommend engaging someone with experience if you have not done this before.

• It is important that a decision on legal form is made collaboratively. We recommend that you devote a session at a working group meeting to cover the pros and cons of different legal forms.
• The incorporation documents are drawn up (either using templates or bespoke) and your working group has reviewed and approved these.
• If you opt to be a charity you will need to develop charitable objectives (see example below) and you will need to develop a Community Interest Statement if you decide to become a CIC.
• The interim board is elected or chosen. In most cases, and for the sake of continuity, these are members of the working group who come already with expertise and knowledge of the consortium’s operating model. You will also need to elect a chair and vice chair. Getting the right leadership is a key success factor.

To ensure that the consortium board represents the widest range of interests, we recommend a ‘thirds’ model of governance.

However, for your interim board, the most important thing is to get people that are willing, have the time, and the delegated authority to drive the initial work forward. 

The interim board will be responsible for leading the consortium through its initial development stages, so its members should have the skills and knowledge to do that. It is more important to choose the right people than to attempt to ensure that various interests are represented. The first AGM (at a later date) will be the opportunity to elect a new board according to the principles laid out in the governing documents.

• Our guidance on charity governance (not specific to consortia, but relevant to any consortium incorporating as a company limited by guarantee or charitable incorporated organisation)
• Sandwell Consortium