Surprisingly, many voluntary organisations seem unaware of the importance of ensuring that they have enough people on their Board or management committee to be able to operate legally.

Most governing documents, such as constitutions or company Articles, spell out the minimum number required for a “quorum” and thus for legally valid decisions to be taken; some also give a maximum.

When an organisation operates with a minimum number of people actively attending Board or committee meetings, the Law Centre’s casework reveals it is exposed to two particular risks:

    (i)conflict of interests or of loyalty are now defined more widely, and these prevent some Board members being  able to count towards the legal quorum for particular decisions

    (ii)pressures such as funding cuts, deficits, staffing problems or even personality clashes within a Board or committee can lead to resignations that mean an organisation suddenly finds it has lost the capacity to act legally through valid decisions of a quorate Board

Sometimes there is a special power for the Board or committee to meet for the purpose of filling vacancies to bring the governing body back to minimum strength; in other examples a special general meeting of members is required.

The governing document of many groups only allow members to be on the board; in any event, most have strict limits on the numbers of any non-member co-options allowed.

These cases illustrate the importance of ensuring a valid register of the membership, and that it is up-to-date in terms of contact details and subscription status, where applicable. It is a basic legal requirement of incorporated organisations to keep a list of valid members.

This is important in order to identify who can be called on to join the committee to bring it back up to strength. It is also a practical necessity if a crisis in management committee numbers means that a general members meeting must be called, often with great urgency.

Failure to maintain board numbers, and a lack of capacity to refresh the numbers, has sometimes produced the need for an organisation to wind up because it has lost the capacity to take lawful quorate decisions – even if it is financially solvent and otherwise sound!

Organisations needs to be clear about who is responsible for maintaining the membership list, and for developing and sustaining active engagement with the governance needs of the group.

Graham Partridge
Community Groups Legal Advice Worker
Avon & Bristol Law Centre
Tel: 0117 924 8662
Email: grahamp@ablc.org.uk