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Supporting Scotland's vibrant voluntary sector

Scottish Council for Voluntary Organisations

The Scottish Council for Voluntary Organisations is the membership organisation for Scotland's charities, voluntary organisations and social enterprises. Charity registered in Scotland SC003558. Registered office Mansfield Traquair Centre, 15 Mansfield Place, Edinburgh EH3 6BB.

Decision making and governance at your charity

Once you’ve decided what your charity will do you need to think about how you’ll make decisions. These could be decisions about how the charity runs, who your trustees will be, changes to your charitable purposes or taking on paid staff etc.

The key choices you must make are:

  • Whether you will have members
  • How you will set up your governing body – sometimes called the board of trustees, directors or council of management.


You will need to decide if a membership organisation is the right structure for your charity. Membership organisations are probably the most common type of organisation in the voluntary sector.

Benefits and disadvantages of having members

With membersWithout members
More democraticFaster decision-making process
RepresentativeLess administration
Trustees are accountable to the membersFewer costs for meetings
Potential income from subscriptionsNo investment for members benefits

Role of members

Members can:

  • Attend the Annual General Meeting (AGM)
  • Take part in some decisions like making changes to the constitution or dissolving the organisation
  • Elect board members

Within a Scottish Charitable Incorporated Organisation (SCIO), the members also have some of the same duties as the trustees:

  • to act in the interests of the SCIO, and
  • seek, in good faith, to ensure the SCIO acts in a manner which is consistent with its charitable purposes.

Don’t be put off setting up a membership organisation just because the steering group can’t identify people who would be interested in forming the wider membership. If you think there should be an election process at an AGM even if it is expected that attendance may be low, then a membership organisation is the right option.

Who will your members be?

Members are the people who will have ultimate control over your organisation, even more so than your board, so it’s important to think about who your members will be, how they’ll join and how to troubleshoot any issues.

Here are some of the things you need to think about:

  • Who will be allowed to be a member? Think about who will be interested in your cause, who you want to include, and how you will describe the criteria for becoming a member
  • Will members have to pay to join? If so, work out a reasonable cost that won’t exclude the people you hope to involve. Outline whether it’s a one-off or regular payment.
  • What will members be entitled to? Make sure you outline what actions members will be able to take, and any additional membership benefits.
  • How will you remove members if you need to? Think about any circumstances where you might need to remove a member, and make sure you have a process for doing this fairly and consistently. Also think about whether any applications can be vetoed by the board.
  • Can employees be members? Think about what voting rights they can have, and how you will recognise and deal with any conflict of interest.
  • Will members be individual people, or can they be organisations or bodies too?
  • Can young people under 16 be members? If they can, think about how you will support and include them, and whether you need to adapt any of your membership benefits or responsibilities.

Trustees and governance

The legal duties of charity trustees are that they must:

All charity trustees, or anyone thinking about becoming a trustee, should read the OSCR guidance for trustees for more detailed information about their legal responsibilities.

Our governance pages have more information about the roles and responsibilities of trustees, how to hold meetings and how to develop your board.

Can trustees also be paid employees?

It is possible for trustees to be employees in some circumstances, but it can be complex and may cause difficulties with funding. The separation between the board and employees is intended to make sure both can work in the best interest of the organisation. The SCVO model constitutions don’t allow Trustees to be paid employees. This is allowed under the Charity Act 2005 but there are strict rules about remuneration of Trustees – there’s detailed guidance from OSCR.   You should also be aware that some funders will not give any of their funds to an organisation which has paid Trustees. Paid Trustees should not be involved in any decisions or discussions about their employment as they may not act in the best interests of the charity. This applies to any connected person of a Trustee as well.

Staff, management and volunteers

It’s important to remember that the charity Trustees are ultimately responsible for the running of your charity, and everything it does. In some charities there will be paid staff or volunteers who carry out the day-to-day activities or work and may be given some decision-making responsibilities.

You may like to think about a scheme of delegation, which outlines where the trustees have delegated some of their powers and to who.

Your constitution should prevent employees becoming members so that they cannot decide or vote in trustee elections.

Michael MacLennan

"Every time I spoke to somebody about my pitch, the feedback would help shape it, so then it felt more and more like other people were involved in this. in the end three people who I knew well as friends but also had really great backgrounds said that they would be initial trustees. I had a really good relationship with a recruitment agency and they helped on a pro-bono basis to then get other trustees as well, so that was hugely beneficial for us and helped us get a really great board of trustees."

Michael MacLennan, Charity founder and consultant

Last modified on 27 February 2024
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