Charity Trustees – Finding, Appointing and Keeping the Right People

We often see charities struggle to recruit new charity trustees. It is a serious concern, as charities cannot carry out their work without charity trustees. Charity trustees are obliged to take on many key legal responsibilities. They must work together to control and manage the charity so that it can deliver on its charitable purpose. It is important to have a diverse group of charity trustees with the necessary skills, experience and knowledge to fulfill their vital role. It is also essential that trustee succession remains a standing item on the agenda of charity trustee meetings.

We outline issues that charities should consider in their succession planning efforts.

Who are the “charity trustees” of your charity?

Before considering succession, your charity must be clear on who are the “charity trustees”. Governing documents can use different terms when referring to this group of people, such as directors, governors, trustees, committee members or otherwise. Importantly, one of the few sections commenced in the Charities Act 2009, as amended by the Charities (Amendment) Act 2024, is the definition in section 2(1) of “charity trustee”.

The new definition provides who the charity trustees are for a charitable organisation that is either (i) a company; (ii) a body corporate (other than a company); (iii) an unincorporated body of persons”; or (iii) a charitable trust. The new definition also extends the definition to shadow charity trustees, and to a person who occupies the position but who has not been formally appointed. Helpfully, the amended definition clarifies that the person who performs the functions of a secretary to the charity, unless also a charity trustee, is not a charity trustee.

If your charity is unclear regarding the identity of your charity trustees, please contact a member of our Charity Law & Not-for-Profit team.

How to recruit a charity trustee?

Your charity may be looking for new charity trustees due to a vacancy, a need to have different skills and experience, or perhaps a need to increase the number of charity trustees to help share an increasing workload. While charity trustees can delegate certain tasks relating to the recruitment of new charity trustees to executive staff, the existing charity trustees are responsible for ensuring steps are put in place and a process is followed to recruit new charity trustees.

Charity trustees, under the leadership of the Chair, should first:

• Check if the charity has an existing Trustee Recruitment Policy.
• Review the governing instrument of the charity. See what it says about the nomination, appointment, term and makeup of the board/charity trustees.
• Review the Guidelines issued by the Charities Regulator. These Guidelines are available on the Regulator’s website and are very helpful.

A review of the above documents will highlight certain key issues and questions to be addressed, such as:

• Who is authorised to appoint additional charity trustees to your charity? Is it:
  • The existing charity trustees?
  • The members of the charity, if appliable?
  • A third party, such as a founding party?
  • Others with a vested interest in your charity?
  • Service users?
  • A funder, etc?
• How are charity trustees appointed - what is the process and timeline that must be followed?
• Is there a “minimum” number of charity trustees that your charity must have? This requirement is usually set out in the governing instrument of your charity. Legally at present, there must be 3 or more trustees.
• Is there a “maximum” number of charity trustees set out in the governing instrument of your charity? If so, is this enough? Is there a need to increase this maximum number? If necessary, this will require a change to the governing instrument.
• Are certain people disqualified from being a charity trustee, either in law or specifically in the governing instrument of your charity?
• An as yet uncommenced section of the Charities (Amendment) Act 2024 will change residency requirements which will apply to charity trustees. You must be aware of this development when recruiting new charity trustees.

Once these points have been considered, it should provide a clear understanding of who can appoint charity trustees and what the process involves.

What skills and experience are needed?

Next, the charity trustees should review the experience, skills and diversity of the existing charity trustees. They should also consider what additional needs the charity has, as - required under the Charities Governance Code. This exercise may be very straightforward, if there is a known gap in a certain skill. In order to attract charity trustees from different sectors of society with diverse skills and knowledge, the existing charity trustees should consider:

• The charitable purpose of the charity and the knowledge that would be relevant for the delivery of that purpose, and
• The 3-5 year plan that the charity has – what additional skills will be needed to better facilitate the implementation of that plan.

Once you identify the skills that are needed/missing, this provides your charity with clarity on the person you are looking to recruit as a charity trustee.

Attracting charity trustees with the right skills and background

Create a “sales pitch”

After identifying the extra skills, knowledge, and diversity needed, with input from the executive or advisors if required, record this information in what is essentially your “sales pitch.” The sales pitch might include the following types of information:

• A description of the charity’s work and its wider impact on a community/individuals. This description should not simply be financial details and data. It should also have an element of storytelling to convey the work of your charity - you are “selling” your charity. The Annual Report of the charity should provide this type of information. If not, create a summary that would attract people to join as a charity trustee.
• An overview of the duties and expectations of a charity trustee.
• Confirmation that new trustees will receive an induction in advance of their first meeting and training on the role of a charity trustee. This training will include what their legal responsibilities and duties are, along with details on what the governing instrument says.
• Additional practical details such as:
  • How many meetings there will there be in a year.
  • When and where the meetings are held, along with if it is possible to participate remotely.
  • Details of paperwork to be provided in advance of charity trustee meetings, what is expected in terms of both time and attendance at meetings.
  • Clarity that charity trustees are not paid, but can claim relevant expenses, in accordance with the expense policy of the charity.
  • The term of office and how many terms a charity trustee might serve. Please note that this detail is likely to be set out in the governing instrument of the charity. The Charities Regulator recommends a maximum of three terms of three years each. Anything longer than this should be explained with reasons when completing the compliance record form of the Charities Governance Code.
  • The specific skills and experience needed and how the proposed person can fill that need.

Share the sales pitch

Traditionally, many Irish charities have found new charity trustees by word of mouth. This situation has and can lead to charities having charity trustees from a similar background. It is essential in our modern, open and diverse world, that the leaders of our charities reflect this diverse range of backgrounds and viewpoints. If existing charity trustees consistently revert to the same close “pool” of talent when seeking new charity trustees, there is a real chance that the views and decision-making could become stagnant, without challenge and input from a wider and more diverse group.

We find that the age profile of charity trustees can often be more mature. When examining the skills and knowledge of your charity trustees, it is important to consider age when reviewing the “diversity” of your charity trustees. Many charities would benefit from the perspective that younger trustees bring, along with their enthusiasm and very often a different and refreshing way of looking at the delivery of a charitable purpose. One of our charity clients has a Youth Board. This diverse group of young people do not and legally could not have the responsibilities of charity trustees, but they help guide the policies, campaigns and strategies of the charity, while also learning how to be great charity trustees of the future.

To ensure the sales pitch of your charity reaches a wide and varied range of potential candidates, it is important to advertise the vacancy in various ways. These may include:

• Importantly, on your charity’s website
• In local and national newspapers
• To students via colleges, gyms etc
• In community centres, churches and places where people gather
• To service users
• On all appropriate social media channels
• On radio and TV, and
• In any specialist journals or websites are relevant to the charitable activity of your charity and the skills of the person you are trying to attract

If you wish to attract an individual with a financial background – then send the vacancy to relevant national and local accountancy / financial firms. Also consider sending the vacancy to the governing bodies of those professional advisors.

If you wish to attract a person with legal background, – send the vacancy to relevant national and local law firms, along with the Law Society and the Bar.

Are interviews and background checks necessary?

Whether or not a charity decides to interview a group of candidates can depend on the levels of interest generated. If there are several candidates, and all bring something very worthwhile to the charity, then you may be in the pleasant position to offer each the position of charity trustee. If this is not possible, then the charity might have to assess the candidates and perhaps stagger their joining dates, or suggest another role for one of the candidates, be it on a committee of the board or otherwise. These matters should be included in a recruitment policy, so that it can be explained to any candidate.

It can be helpful to do a background check on a previously unknown person who applies to join your charity as a charity trustee. The background check should be done in advance of the person being appointed a charity trustee. For instance, your charity might:

• Consider any relationship between the potential charity trustee, the existing charity trustees and the executive.
• Review the person’s social media activity
• Ask for references
• Depending on the work that your charity carries out, seek Garda vetting
• Consider any conflicts of interest. Given the size of the population, these are common in Ireland. Your charity should have a Conflict of Interest Policy. If the candidate is so conflicted that it would make his / her role impossible to deliver, then they should not be appointed as it would be detrimental to the work of your charity.

What are the next steps to take when appointed?

When the appropriate procedures to appoint a charity trustee to your charity are complied with, and the appointment has been recorded in the minutes of your charity, it is important to:

• Update the details of charity trustees on the public Register of Charities. This register is available on the Charities Regulator’s website. Keeping the register up to date is a statutory obligation and should not be missed.
• Update any other legal documents, such as:
  • The filing of a B10 in the Company Registration Office if your charity is a company, and
  • Advising the bank and other third parties who need to know of the identity of the charity trustee, so that business can continue as usual.
• Provide the charity trustee with the induction and legal training that was promised in the sales pitch. Both types of training required under the Charities Governance Code. It is important to not delay on this requirement.
• Many charities provide new charity trustees with an information pack of the key essential documents they should have. This pack should include:
  • The governing instrument of your charity
  • The key strategy documents
  • A copy of the Governance Code compliance folder
  • A link to the useful Guidelines on the Charities Regulator website on issues such as “Trustee Duties”, and
  • The charity’s most recent financial data and previous year’s Annual Report

Conclusion

Charities cannot survive without charity trustees. Every charity should have succession planning as a constant item on the agenda of all charity trustee meetings. Charities need to put time and effort into the recruitment of a diverse range of charity trustees who have the skills and expertise that is needed. The time put into this search process will benefit the charity in the years to come.

For more information and expert advice, please contact a member of our Charity and Not-for-Profit team.

The content of this article is provided for information purposes only and does not constitute legal or other advice.