How Do I Write a Charity Constitution

Introduction

Every charity in the UK must have a governing document, and for most small or community-based charities, this document is called a constitution. It acts as the rulebook for how your charity is run, setting out its purpose, powers, and procedures.

A well-written constitution helps your trustees make consistent decisions, ensures legal compliance, and provides the Charity Commission with the information they need to approve your application for registration. Writing it carefully at the start will save time and prevent future disputes.

What is a charity constitution

A charity constitution is a formal agreement between a charity’s trustees and its members. It defines the charity’s purpose and explains how it will operate. It also acts as the charity’s legal foundation, outlining how decisions are made and how funds are managed.

For unincorporated associations and small volunteer-led charities, the constitution serves as the main governing document. Charitable Incorporated Organisations (CIOs) and charitable companies use slightly different templates, but the principles are the same.

Why a constitution is important

Your constitution:

Demonstrates to the Charity Commission that your charity is properly organised

Clarifies your charitable purpose and ensures it meets legal requirements

Protects trustees by setting clear rules on decision-making and financial management

Prevents disagreements by providing a framework for resolving internal disputes

Serves as evidence of governance when applying for grants or funding

Without a strong constitution, your charity may struggle to register or operate effectively.

Before you start writing

Before drafting your constitution, you’ll need to make several key decisions:

What your charity’s purpose will be and who it will help

What legal structure you will use (for example, unincorporated association or CIO)

Who your trustees will be and how many you will have

Whether your charity will have members in addition to trustees

Once you’ve decided on these points, you can begin drafting your constitution based on a recognised template from the Charity Commission.

What to include in a charity constitution

1. Name of the charity

Choose a clear, distinctive name that reflects your mission and isn’t too similar to another charity. You’ll use this name on all legal and fundraising materials.

2. Charitable purpose (objects)

Your constitution must state your charity’s purpose, which must be exclusively charitable under the Charities Act 2011. Examples include the advancement of education, the relief of poverty, or the promotion of health.

You should also explain how your charity will provide a public benefit, showing that it helps a broad group rather than private individuals.

3. Powers

Outline the powers your trustees have to achieve the charity’s purpose. This may include raising funds, owning property, employing staff, or working with other organisations.

4. Membership (if applicable)

If your charity will have members, specify who can join, how they can resign, and how they can be removed. Some small charities only have trustees and no wider membership.

5. Appointment of trustees

State how many trustees you will have (at least three independent individuals) and how they will be appointed, re-elected, or removed. You should also outline the length of their term and their responsibilities.

6. Trustee meetings and decision-making

Set out how often trustees will meet and how decisions are made. Include rules for voting, quorum (the minimum number of trustees required to make a decision), and record-keeping. This section ensures decisions are made fairly and transparently.

7. Financial management

Include clear instructions for handling money and assets. Explain how bank accounts will be managed, who can authorise payments, and how financial records will be kept. Trustees are legally responsible for ensuring all funds are used for charitable purposes.

8. Conflict of interest

Add a clause requiring trustees to declare any personal or financial interests that could affect their decision-making. Trustees with a conflict should not take part in related discussions or votes.

9. Amendment of the constitution

Describe how the constitution can be changed in future. Typically, changes must be approved by a majority of trustees (and members, if applicable) and, in some cases, approved by the Charity Commission.

10. Dissolution (closure)

Explain what will happen if the charity needs to close. Any remaining funds must be transferred to another charity with similar purposes, not distributed to trustees or members.

Tips for writing a clear and compliant constitution

Use plain English and avoid unnecessary legal jargon.

Keep clauses simple and practical, especially if your charity is small.

Check that all activities and purposes are charitable under UK law.

Make sure your trustees review and agree on the final version.

Follow a model constitution from the Charity Commission for your chosen structure.

If you’re creating a Charitable Incorporated Organisation (CIO), the Charity Commission provides specific model constitutions for two types:

Foundation model: Trustees only (no separate members)

Association model: Trustees and members with voting rights

Using an official template helps ensure your document meets all legal standards.

Common mistakes to avoid

Writing a purpose that isn’t exclusively charitable

Leaving out details about trustee appointments or meetings

Failing to include rules for amending or dissolving the charity

Using a name that conflicts with an existing organisation

Submitting a constitution that doesn’t match your application form

Taking time to check these details before submission helps prevent delays when registering your charity.

How to adopt and approve your constitution

Once your trustees have reviewed and agreed on the final draft, it must be formally adopted. This is usually done at the charity’s first meeting, where all trustees sign and date the document.

Keep an original signed copy in your charity’s records and provide a digital version when applying for registration. The signed constitution shows that your trustees understand and agree to the rules governing the charity.

Updating your constitution

As your charity grows, you may need to amend your constitution to reflect changes in governance, membership, or operations. Always record any changes in meeting minutes and ensure the revised version is approved according to the rules in your constitution.

If the charity is registered, some changes—especially those affecting charitable purposes or trustee powers—may require approval from the Charity Commission before they take effect.

Conclusion

Writing a charity constitution is an essential step in setting up a compliant and well-governed organisation. It defines your charity’s purpose, structure, and responsibilities, ensuring clarity and accountability from the start.

By using a recognised template, keeping your language clear, and including all required sections, you can create a constitution that satisfies the Charity Commission and provides a strong foundation for your charity’s future.

A clear, thoughtful constitution not only protects your trustees but also helps your charity operate with integrity and confidence as it grows.