Subject: Help - the Chair is taking over the charity

First, the legal framework: the charity's Memorandum and Articles of Association is its governing document. It is likely to show that the Board of Trustees has responsibility for major decisions on how the charity is to be run and who should be appointed, or retained in office, to lead any staff. Note that these responsibilities are likely to be vested in the Board collectively and not in any one trustee even if that trustee is the Chair. Having said that, the Chair will have huge amounts of informal power and influence for as long as s/he can rely on the support or acquiescence of the Board. But the Chair alone cannot change the objects of the charity; the Board may be able to but it's power to do so is limited. In many cases, it will be necessary for the Board to apply to the Charity Commission to change the objects (see www.charity-commission.gov.uk/manage_your_charity/csd1342a.aspx#3). The Commission may decide not give its agreement.  Turning to 'ousting' the CE, the CE is the servant of the Board; s/he can be hired and fired by the Board subject to relevant employment law; the powers of the CE are those that the Board decides should be delegated to him or her.  

Legalities aside, in practice this is a complex and hazardous situation and the likelihood of a tolerable outcome will depend upon the quality of the relationships between the Chair, the other trustees, the CE and other relevant stakeholders. If positions are already entrenched, there is a distinct possibility of losing (one or more of) the Chair, other trustees, the CE, other staff, funder support etc. On the other hand, if there is still some scope for discussion, persuasion, negotiation - possibly with some internal or external mediation - then this crisis could be turned around to the benefit of the charity, and the Chair's enthusiasm converted from a liability to an asset. The most appropriate way forward will depend upon what has happened so far, the views of the other trustees - particularly those with clout (if any) -, whether passions have been roused, and whether the Chair would be prepared to accept some support in repairing the crucial relationship with the CE.  

Some of the broader issues that this situation illustrates are:

*the need for careful planning and risk assessment before seeking a new Chair externally;

*training or written guidance for trustees on their roles and legal responsibilities, including those of trustee officers such as the Chair (there's a lot of free guidance on the Charity Commission website, and you could also check out ACEVO, NCVO's governance team, and Charity Trustees Network);

*the need for clear role descriptions for the trustees and the Chair (samples available from the organisations listed above);

*the value of thorough induction for new trustees and especially new chairs;

*the critical importance of the relationship between the Chair and the CE; if the relationship fails then the charity fails, period. (ACEVO used to - and may still - provide training on this relationship that Chairs and CEs could attend together); 

*the need for clarity within the charity on the right process to develop strategy and to drive and manage change. 

Good luck!      

ceepee

Lifelonglearner  our charity is having similar problems. Did you find a solution?

Hi Taranine,

My fried found ceepees answer really helpful and particularly gained confidence in the fact  that the Chair would need to apply to the Charity Commission to change the objects. We are meeting up tomorrow and will ask for an update for you.  Is there any particular aspect you are interested in?