Resources / How to resign as a charity trustee, and how to remove one
How to resign as a charity trustee, and how to remove one
Resigning as a charity trustee is usually simple: check your governing document, then resign in writing. Removing a trustee is much harder. There is no general power to vote a trustee off. You must follow your governing document, or the law, exactly. This guide covers charities in England and Wales.
How do I resign as a charity trustee?
Check the governing document first. It may set a notice period or other rules for resigning, and the Commission's guidance says trustees can generally resign before the end of their term. Then put it in writing to the chair or secretary, with the date it takes effect, and ask for it to be minuted.
Two cautions. First, check the charity will still have enough trustees; if your governing document sets a minimum, do not drop below it, and a charity that holds land needs at least two. Good practice is to help find your replacement before you go (see how many trustees a charity needs). Second, do not resign mid-crisis to escape responsibility. Resigning does not undo anything: you remain answerable for decisions taken while you served. If the charity is in trouble, staying to help put it right is usually the better course, and take advice if you are unsure.
What housekeeping follows a resignation?
- Minute it, with the effective date.
- Tell the Charity Commission. Whenever a trustee stops being a trustee, the charity must remove their details from the Commission's records, online or in the annual return, so the public register stays right.
- Charitable companies: tell Companies House too. A trustee of a charitable company is also a company director, and the law gives you 14 days to report a change of directors.
- Take back what the charity owns: keys, records, bank access, logins and any equipment. If the leaving trustee is named on title deeds to land, the deeds need updating, and there is a set legal procedure, so take advice.
- Arrange a handover if they held a special role, and thank them properly. People who leave well often come back as volunteers, donors or friends.
How can a trustee be removed?
Only through a power that actually exists. The routes are:
- A removal procedure in the governing document. Follow it to the letter: the right notice, the right meeting, any right to be heard. A botched removal can be challenged.
- A members' vote, where the charity has members. For charitable companies, the Companies Act 2006 gives members the right to remove a director by ordinary resolution at a meeting. Special notice of the resolution is needed, and the right applies whatever the articles say.
- Automatic disqualification or vacation. Some people stop being trustees by law, for example after an unspent conviction for dishonesty or on becoming bankrupt. Many governing documents also end a trusteeship automatically in set cases.
A vote of no confidence can encourage someone to resign, but unless your rules give it force it has no legal power, and the trustee does not have to go. The Commission can remove a trustee, but only in rare regulatory cases where it finds misconduct or mismanagement. It will not referee an ordinary falling-out.
What if removal would leave us below quorum or minimum numbers?
Recruit before you remove. If losing one person would take you below the minimum in your governing document, or leave meetings unable to reach quorum, the charity can stop being able to make valid decisions at all. Where a trustee refuses to act, the Trustee Act may allow the others to replace them. If a charity ends up with no properly appointed trustees, the Commission may step in to help restore a full board, but do not plan on it. Keep a succession plan instead.
What about a trustee who just stops turning up?
Talk to them first. Life happens, and many absences end with a graceful resignation once someone asks. If not, check your governing document for an absence clause: many say a trustee who misses every meeting for a set period, without the board's permission, stops being a trustee automatically. Minute the date it took effect and update the register. Prevention is easier: fixed terms with active re-appointment (see what a trustee does) mean nobody drifts on by default.
Our trustees have fallen out. Now what?
In small charities, a falling-out is the usual reason anyone looks up removal. The Commission expects trustees to resolve disputes themselves and gets involved only in exceptional circumstances. So try to settle it first: a direct conversation, then independent mediation. If removal really is the answer, use one of the legal routes above, follow the procedure exactly, and minute every step. The record protects the charity, and everyone in the room, later.