Changing Your Governing Document

As your organisation develops or grows, you may find that areas of your governing document no longer apply or restrict the organisation.  If this is the case, it may be necessary to undertake a review of your governing document prior to any changes.

Scenario - Organisational Growth

Ballycharity Community Association was set up five years ago.  Over the years the organisation's services have proven very popular.  Therefore, it has expanded its activities to meet additional needs in the community.  For example, the organisation set up a crèche for infants.  However, the organisation's constitution states that it has been established to benefit "young people between the ages of 13 and 24 years old."  Therefore, the organisation is working outside its remit. 

The Management Committee must decide whether its constitution has become outdated, or whether its activities and services have drifted into areas that are not in line with its core purpose.  The Management Committee must also take appropriate action to ensure that the organisation's work complies with its governing document or revise its governing document.  If it is a charity the Committee must ensure that it is complying with Charities Legislation.

This may involve identifying where changes need to be made and considering how any proposed changes may affect the organisation.

When making alterations or amendments to your governing document, there is a process to follow.  This is usually outlined in your governing document and may involve holding a meeting of your membership to approve any changes. 

If you are a charity, it is advisable to check that any proposed changes to your governing document (e.g. constitution) will not affect your organisation's charitable status, particularly if the changes relate to your organisation's:

  • objects (purpose and key activities);
  • dissolution (winding up);
  • benefits that Management Committee members will receive; 
  • investment powers; and
  • public beneift.

Changes to any of the areas above could affect your charitable status, therefore it is advisable to seek advice from NICVA or the Charity Commission Northern Ireland before beginning any change process.  Click here for more information on this process. 

If your organisation is a company, the Charities Act 2008 stipulates you must seek permission from the Commssion before making certain changes to your governing documnent.  The Charity Commission for Northern Ireland has issued guidance on making changes to your governing document.

Once any alterations are formally agreed and minuted, the changes must be forwarded to:

  • Charity Commission NI (if a charity); 
  • HMRC (if registered for tax purposes) and
  • Companies House (if a company).
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