Have things at your charity got to the point where you’re keen to know how to remove a trustee?

It doesn’t need to be as daunting as you may be thinking.

The no brainers

Your charity’s constitution or governing document should outline a process for removing a trustee who, for example:

• Doesn’t show up to meetings
• Has been a trustee for longer than your governing document allows
• Has an undeclared or irresolvable conflict of interest
• Is legally disqualified from being a trustee
• Is medically incapacitated
• Damages your charity’s reputation
• Has their fingers in the till

Or if your charity has a code of conduct for its trustees, your trustee may be in breach of that.

Ultimately, legal remedies – or even criminal sanctions – may be relevant in some of these cases.

The tougher territory

But what can be trickier for your charity is having just a ‘problem trustee’ in your midst.

Disagreements about values, leadership, strategy unfortunately can easily leave your trustee board full of rancour. This puts your charitable effectiveness, reputation and funding at risk.

One thing to try and focus on in this situation, is that surely nobody ever sets out to be a problem trustee.

Are things fixable?  It’s good to talk

Before taking more formal steps, I would always advise to have as honest and constructive a dialogue as you can, individually and with your full board of trustees.

Getting a professional involved can also lead to breakthroughs.  Individual coaching for perception and self-awareness, may make a world of difference.

Making the conversation formal

Bringing in an independent third party may help move things forward, and bring a more formal calm to the problem.

You may try specialist mediation.  Some facilitation from a calm outside voice can help shift problems that have seemed intractable.

(Individual trustee coaching is one of the governance training services I am happy to provide, as well as mediation –  I am a former dispute resolution lawyer and a mediator.)

But if the rancour persists something must give. How do you remove troublesome trustees?

Asking nicely

A good next step is simply to invite your trustee to volunteer his or her resignation.

(Make sure first that if they do resign, you will still have enough trustees to meet any minimum number required by your governing document.)

If your trustee won’t resign, your options depend on the legal structure of your charity.

Taking a vote of your members

If your charity is a company (for example, a charitable company limited by guarantee), the procedure is usually straight-forward. Although your board members may be called “trustees”, they are in law company directors.

Companies have a statutory right to remove a director on the passing of an ordinary resolution of which all the members of the company have been given special notice.

This is common-place but serious company administrative practice.  If you are uncertain as to the procedure I would definitely recommend you take legal advice.

Or, is your charity unincorporated?

Unincorporated charitable associations are in a more difficult position.

Removing a trustee is inherently swimming against the tide.  Trustees have a duty of independence and objectivity, and they will sometimes need to make difficult decisions.  They are intended to be free of outside influence and not to be beholden to anyone for their security of appointment.  So, removing a troublesome trustee is not easy.

Your charity’s governing document is your starting point.  If it contains a power to remove trustees, your way forward is clear.

A vote of no confidence

If not, you can put your troublesome trustee to a vote of no confidence to encourage a resignation.

Unfortunately, if this procedure is not part of your charity’s Governing Document it would be of no legal effect. It would be up to your trustee whether or not to bow to this peer pressure.

But still, you and the rest of the board will have made your position clear.

Termination of membership

Or, termination of the trustee’s membership of your charity membership may give you a way forward.

Usually your governing document will require that all of your trustees are also members of the charity.  And most governing documents set out a procedure empowering you and your fellow trustees to terminate someone’s membership.

The last resort – going legal

If none of the above shows you how to remove a trustee from your charity, your remedies may lie at law.

You will probably need recourse to the Trustee Act 1925 , the Charities Act 2011 and indeed the Charity Commission itself.  And you will assuredly need legal advice.

Panic not!  This need not be as scary as it may sound.  Constructive action will probably feel better than an ongoing uncomfortable stalemate.

After the event – remember to update everything important

After a change of trustees, and after you’ve breathed your big sigh of relief, it’s important remember to update your trustee details at the Charity Commission, and on any other important documents such as ownership of land.

The last thing you want is for your charity to be unable to complete some important transaction, in ten year’s time, because the legal documents need the signature of someone who hasn’t been involved for years.  And who may no longer be on very good terms…

And take steps to stop recurrence

If this problem has flagged up gaps or problems in your governing document, this is definitely the moment to seize the righteous sword of good governance!

I would strongly recommend to update and revise your governing document, to avoid ending up back in this territory again in the future.

I would also very much encourage introducing a Code of Conduct for your trustees.

And you might like to take Good trustee / bad trustee – the Quiz! to make sure you’re a top notch trustee yourself.  You might even be our first ‘perfect’ trustee?

How I can help

So, hopefully you’re feeling a bit the wiser, and a bit more in control, when it comes to your options of how to remove a trustee.

There’s no question but that this is tricky terrain, and I’m pleased to say that I can help you with:

• Trustee coaching
• Conflict resolution and mediation
• Updating your governing document (and getting it right!)
• Introducing a code of conduct for your trustees
• Guiding and supporting you through any of the processes  above

And if your situation means that you need legal advice, I can support you through the legal process:

• Helping you choose the right specialist lawyer
• Negotiating your fees on your behalf
• Potentially saving you money by maximising the efficiency of your lawyer

I will be happy to have a conversation about your situation.  Just get in touch.

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Geoffrey Hand

Geoffrey Hand is a charity governance consultant, offering governance consultancy and training. He also provides legal services management, helping charities get better value for money from their lawyers. Geoffrey has extensive experience in the charity and legal worlds, and his mission is to help charities deliver good governance.

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