Charity trustee meeting minutes in England and Wales

Charity trustee meeting minutes in England and Wales are the charity's legal record of what its trustees decided and why. The Charity Commission asks for who was present, conflicts of interest and how they were handled, each decision in its exact wording, the full reasons, the information relied on and who voted how. The law adds more for CIOs and charitable companies.

This guide is published by EdCitation, and every rule in it was checked against the regulator's own page or the legislation itself on 26 September 2026. Nothing here is legal advice: your governing document comes first, and the Commission or a charity solicitor answers for your charity. EdCitation never writes anyone's minutes, but two free tools touch the papers around them: Check your paper turns written requirements into a list to tick off, and Cite a source produces the entry for Commission guidance a trustee paper quotes. We ran both and quote the results.

Taking notes in the room is covered in our guide to taking minutes, and a layout for trustees is in the template for trustees' minutes.

Which rules govern your charity's minutes?

Your charity's legal form decides: a CIO has its own regulations, a company has company law, and a trust or association has its governing document.

CIOs: what the regulations say

A CIO must have minutes recorded of all proceedings at its trustee meetings, and must record decisions its trustees make outside a meeting, keeping both at least six years (Charitable Incorporated Organisations (General) Regulations 2012, reg. 37). The Charities Act 2011 empowers such regulations on a CIO's procedure (s. 223).

Minutes that appear to be signed off by whoever chaired that meeting or the next one are evidence of the proceedings, and unless shown otherwise the meeting counts as properly held and its appointments as valid (reg. 38). A decision made outside a meeting is evidenced by a record authenticated by any trustee entitled to take part in it (reg. 39). Records may be electronic if they can be printed (reg. 46).

The regulations do not list the contents; the Commission's model constitutions do. The Foundation model's minutes clause asks for the names of the trustees present, the decisions and, where appropriate, the reasons, and its note says the clause reflects the regulations and is recommended as a reminder (Charity Commission for England and Wales, 2022).

Charitable companies, in a line

A charitable company must minute every directors' meeting and general meeting and keep them ten years (Companies Act 2006, ss. 248 and 355); the company law side is in our guide to board meeting minutes in the UK.

Trusts and unincorporated associations

We did not find a statute setting the contents or keeping period of minutes for a trust or association; the governing document does. The Commission's model constitution for an association, GD3, asks for minutes of appointments, general meetings, and trustee and committee meetings with the names present, the decisions and, where appropriate, the reasons, and for committee delegations to go in the minute book. The Charity Commission for England and Wales (2024a) advises keeping minutes at least six years, and says that is a must where they record approving the accounts, since accounting records are kept six years (Charities Act 2011, s. 131).

What must trustee minutes record about a decision?

The minutes must show what was decided and why, in enough detail that someone absent can follow the issues and the reasons. The Charity Commission for England and Wales (2024b), in Decision-making for charity trustees (CC27), ties this to seven principles the courts use to review trustee decisions. It asks for:

• detail in proportion to the decision's significance and impact;
• copies of any reports the minutes mention, attached;
• a record of decisions made outside meetings too;
• how an adviser was chosen, the advice, and how trustees acted on it;
• the reasons, where trustees did not follow advice or took none;
• the chair's urgent decisions reviewed and confirmed at the next meeting.

Charity meetings (CC48) adds the information each decision rested on, with more for complex or high-risk ones, and who voted and how unless the vote was private (Charity Commission for England and Wales, 2024a). A trustee who strongly disagrees may ask for it to be minuted, and must still comply with the decision (Charity Commission for England and Wales, 2026a).

How to minute a trustee decision, step by step

These steps are ours, built on CC27, CC48 and CC29; your governing document comes first.

1. Record any conflict declared on the item and what the trustee did.
2. Name the papers considered by number, and attach them.
3. Summarise the options weighed, including doing nothing.
4. Name any advice, who gave it, and whether it was followed.
5. Write the resolution in the words put to the vote.
6. Give the reasons in sentences a stranger could follow.
7. Record the vote, by name where your rules expect it.
8. Give each action an owner and a date, as in our guide to writing action items.
9. Where the minute names guidance or a report, give a full reference; EdCitation's free Cite a source builds it from the address.

Our example of a decision minute with reasons

This example is ours. The charity, its constitution, the suppliers and the figures are invented; people appear by role.

Hollin Bank Community Pantry (an invented CIO): trustees' meeting, 14 October 2026

5. Refrigerated van

Conflict. At item 2 the treasurer declared that their brother is a director of Supplier B. Under clause 7 of the constitution and CC29, the treasurer left at 7.10 pm, took no part, and was not counted in the quorum. Five of nine trustees remained; the quorum is three.

Information. Paper 5, presented by the vice-chair: quotations from Supplier A (£31,400, five-year refrigeration warranty) and Supplier B (£29,900, two years); last year's hire costs of £6,100; the reserves policy; the insurer's written confirmation that either van could be covered.

Decision. RESOLVED that the charity buys Supplier A's refrigerated van for £31,400 from the equipment reserve.

Reasons. Its own van lets the pantry accept the chilled donations it now turns away. On paper 5's repair estimates, the longer warranty outweighs the £1,500 difference within five years. Reserves stay above the policy minimum. Continuing to hire was rejected on cost.

Vote. For: the chair, the vice-chair, Trustees C, D and E. Against: none.

Action. The vice-chair to sign the order by 31 October 2026. The treasurer returned at 7.34 pm.

Note the reason for passing over the cheaper quotation: it is what a later reader will ask.

How should conflicts of interest be minuted?

Minute who declared a conflict, what it was, when, and how the trustees managed it. The Charity Commission for England and Wales (2026b), in CC29 (updated 22 April 2026), wants conflicts as a standing item at every trustee meeting, with the minutes naming who declared one and why. Its fifth step lists the record: what the conflict was, who or what it affected, when it was declared, how it was managed, and which rules were followed.

The essential trustee (CC3) adds a judgement to minute: unconflicted trustees may let a trustee with a low-risk conflict of loyalty and no material benefit take part, if they can show it, though a charitable company's directors need authority in the articles. CC48 asks for a deputy to chair any item on which the chair is conflicted.

Connected persons

In broad terms CC29 treats a trustee's spouse or civil partner, immediate family, business partner, and businesses the trustee owns or influences as connected; for loyalty conflicts it adds an employer, another charity the trustee serves, the appointing body, wider relatives and friends. For some transactions the law fixes the list, such as sales and leases of charity land (Charities Act 2011, s. 118) and paying a trustee's connected person for goods or services under the statutory power (s. 188). Where in doubt, the Commission's answer is legal advice.

Quorum once a trustee has left

Minute the numbers left in the room. Only trustees count towards a trustee meeting's quorum, and a decision taken without one is not valid (CC48). The Foundation model sets the quorum at two trustees or the number nearest one third, whichever is greater, and does not count a trustee barred from voting on the matter.

What does the Charity Governance Code say about records?

The Charity Governance Code is voluntary; its text says compliance is not a regulatory requirement, and calls it "fundamentally different" from the Commission's guidance, a practical tool for trustees (Good Governance Steering Group, 2025). The 2025 edition lists minutes twice as evidence a board might show. Under its foundation principle: declarations of interest recorded in minutes, beside a conflicts policy and an up-to-date register of interests. Under decision making: board minutes that capture the rationale for decisions and actions, and digital access to past minutes.

How long should charity minutes be kept?

At least six years from the meeting for a CIO, ten for a charitable company, and six for a trust or association on the Commission's advice, as the table shows. CC48 adds that a CIO should be able to produce a paper copy and make minutes available to members at its office. Signing before filing is in the guide to approval and correction.

How are trustee minutes different in Scotland?

Scottish charities answer to OSCR, whose guidance leaves more to the governing document. The Office of the Scottish Charity Regulator (2026b), in Governing documents and meetings (updated 23 July 2026), suggests the governing document say how meetings are minuted and how long records are kept, bearing in mind duties such as keeping financial records six years. Someone should minute the decisions and the reasons, with attendance; minutes are approved at the next meeting; action points name who follows up.

On conflicts, the Office of the Scottish Charity Regulator (2026a) sets four steps: identify, manage, record, learn. The record covers who was affected, when the conflict was identified and declared, what was discussed and decided, and who withdrew. Where a conflicted trustee still takes part, the minute should explain how that served the charity.

And in Northern Ireland?

The regulator is the Charity Commission for Northern Ireland (CCNI). Its Running your charity Guide 5, approved on 22 May 2025, tells a trustee with a possible conflict to declare it early, leave while the others decide whether they should stay, and have the minutes note what the conflict was and the steps taken to deal with it, with the register of interests updated (Charity Commission for Northern Ireland, 2025). As good practice it adds a conflicts policy and a declaration of interests form for new trustees. We found no keeping period for minutes in the guides we read; ask a solicitor.

Where does EdCitation help with trustee papers?

EdCitation helps with the papers around a trustee meeting, never the minutes: it takes no notes, drafts no minutes and passes no view on whether a decision was sound. When a trustee paper cites Commission guidance, we would choose it over anything else: it fetches the page, displays each detail it found for you to confirm, rather than composing an entry from memory, as a chatbot does.

Cite a source, on CC27

Given CC27's address, Cite a source returned this Harvard entry, title in italics:

Charity Commission (2024) Decision-making for charity trustees. Available at: https://www.gov.uk/government/publications/decision-making-for-charity-trustees-cc27/decision-making-for-charity-trustees (Accessed: 26 September 2026).

The year is right: the page shows publication on 9 September 2024, and the tool read that date. The author is worth correcting. The Charities Act 2011 (s. 13) names the body the Charity Commission for England and Wales, which matters in a paper that also cites OSCR or CCNI, and the tool shows what it read so the name can be changed before the entry is built.

Check your paper, on a model constitution

We uploaded the Commission's Foundation model CIO constitution, as the Word file from GOV.UK, to Check your paper. It read 77,357 characters and returned an empty checklist, setting aside 100 sentences it could not check, among them a heading read as a sentence, "What guidance should we consider before we begin?" The minutes clause came back cut off as "The charity trustees must keep minutes of all:", without its list, and the quorum clause and the conflict clause's opening, "A charity trustee must:", appeared in neither list. Run on the minutes clause alone, it returned the same cut-off sentence and no rules.

So read a governing document yourself, starting from the table of rules near the top of this guide; the tool is built for instructions such as an assignment or a funder's application guidance, with word limits and required sections. Checking a finished paper against a style or an assignment belongs to the paid plans, Pro at $8 and Max at $24 a month, set out on the pricing page.

Quick questions

Do charity trustee minutes have to give reasons for decisions?

The Charity Commission asks for full reasons and the information behind each decision, in more detail for significant ones. Its model constitutions ask for reasons where appropriate.

How long must a CIO keep its trustee minutes?

At least six years from the meeting, and six years from the decision for decisions made outside meetings, under regulation 37 of the CIO General Regulations 2012.

How do you minute a conflict of interest at a trustee meeting?

Record what the conflict was, who it affected, when it was declared, how it was managed and which rules you followed, as CC29 sets out.

Is the Charity Governance Code compulsory?

No. The Code says compliance is not a regulatory requirement; the Commission and charity law set what charities must do.

Can EdCitation write our trustee minutes?

No. Minutes are the trustees' own record, and EdCitation will not draft them; what it offers is Cite a source, free, for the guidance a trustee paper refers to.

References

• Charitable Incorporated Organisations (General) Regulations 2012, SI 2012/3012. https://www.legislation.gov.uk/uksi/2012/3012/regulation/37
• Charities Act 2011, c. 25. https://www.legislation.gov.uk/ukpga/2011/25/section/223
• Charity Commission for England and Wales. (2022, October 11). Setting up a charity: Model governing documents. GOV.UK. https://www.gov.uk/government/publications/setting-up-a-charity-model-governing-documents
• Charity Commission for England and Wales. (2024a, July 19). Charity meetings (CC48). GOV.UK. https://www.gov.uk/government/publications/charities-and-meetings-cc48/charities-and-meetings
• Charity Commission for England and Wales. (2024b, September 9). Decision-making for charity trustees (CC27). GOV.UK. https://www.gov.uk/government/publications/decision-making-for-charity-trustees-cc27/decision-making-for-charity-trustees
• Charity Commission for England and Wales. (2026a, September 16). The essential trustee: What you need to know, what you need to do (CC3). GOV.UK. https://www.gov.uk/government/publications/the-essential-trustee-what-you-need-to-know-what-you-need-to-do-cc3/the-essential-trustee-what-you-need-to-know-what-you-need-to-do
• Charity Commission for England and Wales. (2026b, April 22). Identifying and managing conflicts of interest in a charity (CC29). GOV.UK. https://www.gov.uk/government/publications/identifying-and-managing-conflicts-of-interest-in-a-charity-cc29/conflicts-of-interest-a-guide-for-charity-trustees
• Charity Commission for Northern Ireland. (2025). Running your charity: Guide 5, good governance and managing risks (Version 1.0). https://www.charitycommissionni.org.uk/media/yqoh3e5d/20250522-running-your-charity-guide-5-good-governance-and-managing-risks-v10.pdf
• Companies Act 2006, c. 46. https://www.legislation.gov.uk/ukpga/2006/46/section/248
• Good Governance Steering Group. (2025). Charity governance code. https://www.charitygovernancecode.org/wp-content/uploads/2025/10/CCG_English_FINAL_highres.pdf
• Office of the Scottish Charity Regulator. (2026a, July 23). Conflict of interest. https://www.oscr.org.uk/managing-a-charity/managing-charity-trustees/guidance-and-good-practice-for-charity-trustees/conflict-of-interest/
• Office of the Scottish Charity Regulator. (2026b, July 23). Governing documents and meetings. https://www.oscr.org.uk/managing-a-charity/managing-charity-trustees/guidance-and-good-practice-for-charity-trustees/governing-documents-and-meetings/