At the start of most board meetings, the board formally approves the minutes of the previous meeting as an accurate record. This is one of the most common resolutions passed -- it confirms that the written record of what was decided and discussed is correct.
- Any trustee who was absent from the previous meeting can still vote on approval, but should note they were not present.
- If corrections are needed, they are made before the vote, not after.
Each year the board approves a budget setting out the organisation's expected income and expenditure. This gives management authority to spend within agreed limits and is a key part of the board's financial oversight role.
- Significant overspends or new spending lines not in the budget typically require a further board resolution.
- Some organisations approve a budget in principle and then ratify a final version once income is confirmed.
The board must formally approve the annual accounts and trustees' annual report before they are filed with the regulator (such as the Charity Commission). This is a legal requirement for registered charities.
- All trustees are jointly responsible for the accounts even if they did not prepare them.
- For charities over the relevant threshold, accounts must be independently examined or audited before approval.
The board can appoint new trustees between AGMs (called co-option) or confirm trustees elected by members. The resolution formally records the appointment and the date from which they take up their role.
- New trustees should complete a fit and proper person declaration and be added to the register of trustees.
- Check the governing document for any limits on the number of co-opted trustees.
When a trustee resigns or is removed, the board formally records this. A resignation is typically accepted by resolution; removal requires specific grounds set out in the governing document and is more procedurally involved.
- The register of trustees and any regulatory filings must be updated promptly.
- If removing a trustee rather than accepting a resignation, take legal advice -- the process is more formal and the bar is higher.
Officers such as the Chair, Vice-Chair, and Treasurer are usually elected by the board from among its members. The resolution records who was elected and from when.
- The governing document usually sets term lengths and any limits on how many consecutive terms an officer can serve.
- It is good practice to elect officers at the first board meeting after the AGM each year.
When a trustee has a personal, financial, or professional interest in a matter before the board, the board must formally manage this conflict. The conflicted trustee typically declares their interest, withdraws from the discussion and vote, and the resolution records this.
- Conflicts of interest should be recorded in the minutes even when no wrongdoing is involved -- it protects all trustees.
- Trustees should also maintain a register of interests updated at least annually.
The board authorises who can operate bank accounts on behalf of the organisation. This is called the bank mandate. It is updated whenever signatories change -- for example after a trustee resigns or a new one is appointed.
- Most organisations require two signatories for payments above a certain threshold.
- The bank will need its own forms completed -- a board resolution alone is not always sufficient.
The board is responsible for adopting key organisational policies -- such as safeguarding, data protection, conflicts of interest, and financial controls. A resolution formally adopts or updates a policy.
- Policies should be reviewed on a regular cycle -- typically every one to three years.
- Some policies (e.g. safeguarding) may need to be reviewed more frequently or when law changes.
The board can delegate specific powers to staff (typically the Chief Executive or equivalent) or to sub-committees, within limits set by the governing document. A resolution records what has been delegated and any conditions or spending limits.
- Delegation does not remove the board's overall responsibility -- trustees remain accountable.
- Delegated authorities should be reviewed periodically and recorded in a scheme of delegation.
Expenditure or contracts above the threshold set in the financial controls policy must come to the board for approval. This applies to new contracts, renewals, or one-off purchases that exceed delegated authority limits.
- For significant procurement the board should satisfy itself that a proper tender or quote process was followed.
- Any trustee with a connection to the supplier must declare a conflict of interest.
Some governing documents allow the board to pass resolutions by written consent (email or signed document) without holding a formal meeting. This is useful for urgent or straightforward decisions between meetings.
- Check the governing document first -- not all organisations permit written resolutions, and some require unanimous agreement.
- Written resolutions should be retained as part of the governance record and noted at the next board meeting.
Quorum is the minimum number of trustees who must be present for a meeting to be valid and for resolutions to be binding. The Chair typically declares quorum at the start of the meeting. If quorum is lost during a meeting, business must pause.
- Quorum requirements are set in the governing document -- typically a third or half of trustees, or a fixed number.
- Trustees attending remotely usually count toward quorum if the governing document or standing orders permit it.
The board resolves to call the AGM, setting the date, time, location, and agenda. Notice must be given to members within the period specified in the governing document.
- Notice periods vary -- commonly 14 to 21 days -- check the governing document.
- The agenda must include the statutory items: approval of accounts, election of trustees, and any other business required by the governing document.