Stephen Phillips, Head of Third Sector team Aberdeen Edinburgh Glasgow Inspiring Scotland – pro bono awareness event Legal DOs and DON’Ts of being a charity trustee Stephen Phillips, Head of Third Sector team stephen.phillips@burnesspaull.com Date: 25 October 2016

Legal DOs and DON’Ts of being a charity trustee Apply the key test at all times – what’s in the best interests of the charity? So: take off any other hats consider other options, not just the one that’s in front of you take a strategic view, taking account of wider implications for the charity be particularly careful where there could be any hint of conflict-of-interest take account of issues of reputational damage in anything that you say on social media etc

Legal DOs and DON’Ts of being a charity trustee Think about what’s covered by the charity’s existing objects clause (charitable purposes), if any new project or initiative is under consideration So: make sure you’re familiar with the detail of what’s set out in the objects clause consider the possibility of altering the objects clause in good time (OSCR’s consent is required), if that’s going to be necessary As a general point, DO follow procedures set out in the constitution; and carry out a review of the constitution periodically

Legal DOs and DON’Ts of being a charity trustee Put some care and effort into it – you have a duty “to act with the care and diligence that it is reasonable to expect of a person who is managing the affairs of another person” So: participate actively in developing strategy monitor the financial position, and ask questions where anything is unclear or there are potential concerns keep an eye on key risks, and ensure that risks are properly managed challenge senior management (constructively!) ensure that you understand the options, and are in a position to take informed decisions access training on key topics, as appropriate

Legal DOs and DON’Ts of being a charity trustee Read board papers in advance of each board meeting Try to avoid missing board meetings Contribute actively to discussions at board meetings Keep in mind the level at which a board should engage (avoiding micro-management) Acknowledge the skills and experience of the staff team, but give constructive challenge Respect the principle of collective responsibility (but making it clear – and ensure it’s minuted - if you strongly disagree with a major decision)

Legal DOs and DON’Ts of being a charity trustee In a crisis situation, DO: Use every effort to put things back on the rails Keep the charity’s best interests in mind, including what’s needed to minimise damage to relationships with funders, adverse media comment etc Consider more hands-on involvement by board members to support the staff team Ensure OSCR is notified if the issue amounts to a “notifiable event” Take special care to ensure your position is minuted if you strongly disagree with any board decisions

Legal DOs and DON’Ts of being a charity trustee Ignore the common-sense rules outlined above Adopt a defensive risk-averse line on all new developments Resign as soon as a difficult situation emerges or Run for legal advice at every turn Plough on without legal advice where common-sense dictates that the charity needs a lawyer Or Forget the value of what your charity does......and your own contribution to that as a board member!

Stephen Phillips Head of Third Sector team +44(0)141 273 6764 stephen Stephen Phillips Head of Third Sector team +44(0)141 273 6764 stephen.phillips@burnesspaull.com