Charity trustee - what can I do?

[BoringBoard]

Sorry this is not a particularly exciting post-Christmas post. Not sure who else to ask for first had experience of this…

I’m a recent trustee of a charitable organisation. The organisation is in disarray with years of (in my opinion) poor decision making. The board hasn’t always represented the best interests of the whole charity, instead a fringe group within the charity has been allowed to run the show.

I want to shake the charity up, align our values with the core membership and protect our future.

The majority of the new board are onside with a new vision but are disorganised and passive. There is one staff member who is still driving a fringe agenda…and a loud (but minority) group of fringe members who support him.

I come from a corporate, professional background but have never been a trustee of a charity before. My question is: how do I make changes? What are my limits and boundaries as a board member? I have ideas for new strategies and new directions. Are developing these within my remit?

does the chief executive of the charity share your views about the organisation being in disarray?

The majority of decision making and setting of strategy lies with the exec team, the trustees are really just the checks and balances. What’s the situation with the CEO/directors?

The ED is very much on side with making changes and bringing a new direction. I just haven’t seen any momentum and don’t want to let this fringe group get their claws in again.

You have no remit as a single trustee. You need board agreement for any new strategy or direction, at a formal trustee meeting. (And just to be very clear, your job is strategic oversight and ensuring legal compliance, not operational).

Firstly use the fresh eyes approach and look at everything. So policies, procedures, funding received and its requirements, staffing and 1:1's. Is their strategic direction and decision making, who has oversight of this. What is the charities financials looking like. Does it's activities align with it's purpose. Check its governance. In charities change can take time sometimes be slow unless drastic action is required. Listen and learn and then you will have all the information you need that facilitate change. If long serving board members are there then there can be real issues around change, look up founders syndrome! For me boards and staff can get lazy or get mission drift so try trustee training, your local CVS will do this.it is important to fully understand roles and responsibilities. Being a trustee is an amazing thing, but it can come with challenges so trust within the board is important.

Guiding ?

What's the chair like? If they're onside with this plan you can make yourself their lieutenant and probably get a lot done.

If they're not, you can't.

Is the chair on side with your ideas or are they part of the ‘old guard’? If they are on side I would start my efforts working with them to get your ideas onto the trustee board agenda.

Look closely at the charitable objects (recorded on the Charity Commission website) and frame your ideas (for the board of trustees) around how they better fulfil the charitable objects. Be prepared to discard some of your ideas if this framing does not work - the charity is there to create ‘public benefit’ through fulfilling its charitable objects. This can also be a good way to disarm the staff member and members who are driving the fringe agenda. Bring them back to the charitable purpose - your role as a board of trustees is to maximise your ‘public benefit’ in accordance with your ‘charitable objects’. If you are right about the fringe agenda, it will not pass this test.

Read the guidance notes for trustees that the Charity Commission publishes - they are a very good source of guidance about the rights and responsibilities of trustees.

The ICAEW does a very good free online training course for trustees (requires free registration on their site).

I appreciate that if you are a member charity it will make it more difficult as you also have to bring the members with you. Start by getting the board aligned, and motivated by fulfilling their charitable objects. Maybe think about whether the new trustees should develop a new strategy. Then take that new strategy to the membership showing how it improves public benefit. The fringe can then either align behind it or take their support elsewhere (or found a new charity with fringe-aligned objects).

Does the CEO run the charity, or is it the board?

I was a charity trustee and the CEO was “just” an employee, albeit of course an important one. It was the board of trustees who made decisions on how the charity was run.

Look at the new Charity Governance Code, and try to get the ear of the ED about where you think that things could be improved. Listen carefully to what they say in return (I have done this and it was instructive as to direction of travel and intention of getting support, or not).
Look back carefully at the accounts, particularly, and the minutes if useful. Unless people are very good financially, sometimes accounts papers are waved through a bit in meetings.
Check if there is an annual process for reviewing policies in a particular meeting (ideally connected to AGM or Annual Review dates which will be particular to the charity) and ensure that there is a 'Last review' tag on the bottom of each policy doc where the CEO will date it. This was very useful in one place I worked and showed up the probably ancient and unreviewed state of some other policies elsewhere - when the 'knowledge' goes with different staff or trustees, this will become more apparent.

Thank you all. It sounds like I need to make some strategic alliances with the chair and the ED, who are both on side with a new vision but have also allowed the organisation to get to a point of disarray.

We are a member charity. Previously our new policies etc have gone out to consultation where a small but vocal fringe group of members seem to take over. The mainstream members complain. No one is happy. And the ED and trustees don’t seem to be able to manage the process any better.

That’s the wrong way round
the day to day operations of the charity are the responsibility of the staff and ceo
Board are governance and overview with some very key (legal) responsibilities

This is very good and clear advice

As other as mentioned get the Chair and CEO on your side.

Also the board has to approve the yearly financial accounts and annual report so this is also an opportunity to discuss withe the CEO concerns about how money is spent, the direction of the charity and so on.

What sort of policies are you sending out for consultation? As many policies are set out by law such as safeguarding etc. if these are policies related to how they become or retain membership then this should align with whom you set up to serve and some may be unpopular but may be vital to achieve your mission and objectives. I have been a trustee of a membership org and do now work for one. Sometimes members don't like a new strategic direction but it should be communicated and framed in clear ways to show why it is being done. How do you talk to members, do they have opportunities to feed into changes and how much power does their membership give them.

I have been both a ceo and a trustee. It's a lot easier to tackle poor performance and mission drift if the ceo agrees that the charity is underperforming and not fulfilling its charitable objectives. If the ceo thinks everything is just dandy when it isn't then the ceo either needs to shape up or ship out. If on the other hand the ceo agrees change needs to happen then change is much easier to achieve because it's the ceo at an operational level who will need to implement it.

If on the other hand the ceo agrees change needs to happen then change is much easier to achieve because it's the ceo at an operational level who will need to implement it.
-- But it will need the right resource, particularly workers and capacity, with suitable skills to be able to get going on it. That takes planning and support in the way of money and training. Boards like to see the results but think getting there (on top of what is on the agenda already) is not that demanding operationally. It's not the case. In some situations you may either run into 'Volunteers will be able to do (this amazing new thing)' or 'X Person will handle (e.g.) new podcasts/ 5 different social media areas/ lots of photos for more professional mailshots on email because X Person can do the website so it's fine' - however, the developments are going to take about 4x as long with a website to do as well, and sometimes, retaining volunteers as things get busier is not easy.

As others have said, it’s for the executive team and CEo to execute change. Your best role is alliance with the chair and ceo, and leading committees where you can. Making sure the terms cover your key responsibilities and oversight- particularly policies and procedures. Ask for a strategy day to set the next 12 months direction and then ask that regular updates are brought to board

This all really depends on the size of the charity. The smaller the charity the more hands on the trustees are. But the bottom line is that the trustees are ultimately responsible for everything. If the CEO isn't performing then it's the trustees' responsibility that they do.

If I was a trustee of a charity that was failing I would make sure that my views and suggestions were recorded in the minutes. If the trustees make poor decisions they could be financially liable.

How could they be financially liable? I’m a trustee- finance committee chair as I’m a chartered accountant- and I can’t think of a way this could happen (fraud aside of course!)
That said it’s not a charity that takes donations so that may be different.
although it’s a good point that the charity should be paying for liability insurance to cover trustees.

If a trustee breaches their trustee duties there is a risk that they are financially liable.

can you give an example? I genuinely can’t think of one

@Itsmetheflamingo
If you don't follow the governing document and trustees are paid. If you act outside your objects. If you ignore legal advice. If you don't act in the charity's best interests.

I am aware of some trustees who invested the charity's funds in high risk investments lost the lot and were then were taken to court for restitution.