Legal structures and governing documents
When you’ve been inspired to be Incredible, you want to get out there and talk to people, make things happen, create kind, confident and connected communities. You probably didn’t get involved to fill in paperwork and think about processes.
And don’t worry, when you first start out as long as you think carefully about risk, safety and who you’re involving and where, then you don’t necessarily need to start with paperwork. But at some point, if you’re going to fully establish your Incredible Edible activities, then it’s important for you personally, and for the group, to put down on paper what your group’s purpose is and how you’re going to organise yourselves. This might be called a constitution or a memorandum of articles, and, depending on the wording you choose, it can have different legal implications.
We don’t provide advice directly on what your group should do as you are an independent group and make your own choices, however this section provides some advice about what you might want to think about and links to other organisations which are set up to provide advice on these issues.
Starting out as a small group of people
You don’t necessarily need any formal paperwork when you start the first of our 10 Steps to being Incredible, when you will be doing your planning, holding your first meetings and planting in your first growing space. You might be able to continue without any paperwork, for example if the place where you grow is covered by another organisation’s insurance, or your work falls under the umbrella of another organisation who can provide insurance for your group.
However, you will still need to think about making sure everything you do is safe for everyone involved—which you will probably do anyway, through using your common sense, but you might need to plan a bit more in advance. The Joseph Rowntree Foundation have a good guide on how to get on and do things in your community without getting hung-up on red tape—some of the links in the document are incorrect, but the information in the PDF is really useful and you can search on Google to find the new links. Zurich Insurance also have an excellent online resource with guidance on health and safety, insurance and managing risk for small community groups.
There are a number of benefits to developing a governing document for your group:
- You’ll be able to open a bank account in the group’s name—together with your governing document, this will mean you can apply to a wider range of funders.
- It will be clear to anyone inside or outside the group what the group’s purpose is, how the group organises itself, who can be a member of the group and how it manages any money—increasing transparency and helping resolve any potential misunderstandings.
- Landowners are clear on who they are giving permission to use their land, plus you can purchase insurance for the group.
- You move any legal liability away from one person (whoever organises an activity) to a group of people (if you are unincorporated) or a separate legal entity (if you are incorporated) where no individual is liable for the group’s actions. Some of this doesn’t sound very Incredible but it is important, so the next section on Formalising the organisation of your group gives you some useful information and links to learn more.
Formalising the organisation of your group
As your Incredible team and activities develop it’s important to formalise how you do things in writing with a governing document.
This may feel a little daunting, but your local voluntary sector support organisation will be able to provide advice and chat through the options tailored to your group’s situation—to find your local support organisation click on the link for the country you’re in: England, Scotland, Northern Ireland and Wales.
You will first need to consider what sort of organisation you want to be and the Resource Centre has a good guide on different types of not-for-profit organisations. They also have useful information about writing a constitution for a small community group. Voluntary Action Leicestershire have a great guide on how to set up a community group, with lots of links to other resources to support you on those early steps. And if you want to set up a charity, the Small Charities Coalition has developed a great step by step resource with advice and guidance to take you through the process.
If you decide your group will have charitable aims then the government website has useful model governing documents for England and Wales, and links for similar resources in Northern Ireland and Scotland. Have a look at the different sites and chat through what would work best with the members of your group.
Hopefully, when you were at the ‘Build your team’ stage of the 10 Steps to being Incredible, you discussed ideas about what inspires you to be Incredible and what you’d like to achieve in your community—this will become your group’s aims or purpose. You will also need to include how you’ll organise the group—there are standard things you need to consider like:
- Powers of the group
- Management committee and roles, like Chair, Secretary and Treasurer
- Frequency of meetings
- Financial arrangements and reporting
- Organisation of Annual and Special General Meetings Dissolution—what will happen if the group closes
The Voluntary Action Leicestershire guide on how to set up a community group has some great information and example governing documents, or contact your local support organisation using the country links above. Once you’ve agreed the governing document it really will make the running of the group easier—it just takes a bit of effort to get everything agreed and signed. The next section gives you some practical tips about preparing for and running your first formal meeting where you sign up to the governing document.
Practical tips on preparing for and running your first formal meeting
If you’ve read through the previous section on Formalising the organisation of your group, our checklists are going to be really useful to help you plan your next steps.
Our downloadable checklist gives you all the things you need to do to prepare for your first formal meeting and allows you to keep a note of who’s doing what and by when:
- Identify a proposed governing document and set of rules—use the advice we refer to in Formalising the organisation of your group
- Discuss and agree all the clauses and make sure you have the skills, knowledge and tools to administer everything in the governing document—e.g. will you use a hard copy cash book to record financial transactions or excel, and how will you keep membership records while adhering to the General Data Protection Regulations?
- Choose interim committee members to take on the Chair, Secretary and Treasurer roles until someone can be officially appointed at your first general meeting.
- Do some research on which community bank accounts are available and what benefits they offer or costs are involved.
- Agree the date of the first meeting, making sure that all of the people currently involved in the group can attend, so you know you’ll have a good crowd!
- Advertise your first meeting well (see our Communicating in the real world and Online communications sections for some great tips and tools for advertising your event) and be ready to sign up members of the group—see our example membership form.
- Organise a way to share the draft governing document with the people attending the meeting—this might be printing out some copies, or it could be having a laptop and projector available. It will be important that all your new members know what they are signing up to.
Now you’ve prepared for the first meeting, here’s a checklist of things which happen at the meeting:
- Agree who will take the minutes (written notes of what was discussed/agreed) of the meeting as these will be needed by the bank in order to open an account.
- Run through the proposed rules/governing document and agree a final version.
- As the governing document is agreed, for those attending who want to be members, they can complete the membership form—an example membership form is available here.
- Members vote for who will become the Chair, Secretary and Treasurer.
- Agree which bank to approach to open an account with.
- Agree who will be signatories to the bank account i.e. who will sign the cheques. This will normally be the Treasurer and one other committee member.
- Agree the date for the next meeting, ensuring it adheres to the frequency of meetings stated in the governing document.
- Write up the minutes of the meeting and circulate them to all the members.
In our downloadable checklist you can note who’s going to lead on which activity.
We hope the checklists help you. As with all things Incredible, we’ve produced these lists to guide you—you know best your local context and group so tailor the lists to suit your needs. And this doesn’t mean you can’t have other meetings in between your formal meeting, it’s just that the formal meetings should be where significant decisions are taken, as per the rules in your governing document.
Deciding to become an incorporated entity
Incredible Edible groups are amazing, and when other people realise this, sometimes a group can get invited to do many things in their local area.
This might lead to a group needing to employ staff, or enter into a contract. As an unincorporated group, the individuals on the management committee are responsible for any liabilities resulting from the group’s activities and legally cannot enter into a contract or own property in the group’s own right. With any additional responsibilities, like staffing and contracts, a group needs to become an incorporated entity, meaning the group has its own legal identity and individual liability is limited. We can’t provide advice to you, but there are a range of organisations you may wish to consult, including:
Social Enterprise UK
Charity Commission (England and Wales)
Scottish Charity Regulator (OSCR)
Charity Commission for Northern Ireland
School for Social Entrepreneurs
Your local voluntary sector support organisation will be able to provide advice and chat through the options tailored to your group’s situation: England, Scotland, Northern Ireland and Wales.
As an incorporated entity, there are a range of regulatory and administrative responsibilities as well as costs which come with the increased range of activities the group can undertake. These can be exciting and scary and need careful consideration.
Through our experience, the key questions to ask when deciding whether to take the leap to become an incorporated are:
- What do we want to do now, next year, in 5 years (and maybe even 10 years)? Your group’s legal status will need to support this development, or be able to develop to support it.
- Who do we know who has been through a similar developmental process? Go for a cuppa with them and learn from their experience.
- Who locally can provide advice to help our decision making? Your local council or housing association may have a community development team, and the local voluntary sector support organisation can provide advice (see the country based links above).
- What skills and knowledge do we need in the team to support the new governance requirements and processes? If you don’t have the skills and knowledge, identify local training opportunities or consider how to attract people with the skills and knowledge to be part of the team. Incredible Edible Wakefield, a social enterprise, use a skills audit tool for each of their Directors and then summarised the skills across the team to identify where there are gaps—you can download these examples and edit to fit your group’s needs.
- Is this the right time to make this change to our group? Consider what wider support you will need to make the change, and whether that support is around you now—if not, what can you do now to increase that support so maybe in six or 12 months your group is in a better position to make the changes?
Take some time to consider what is important to you and your group and find out about your options from experts who’ve got experience and can provide advice. Your Incredible experience so far will put you in a great position to decide what to do next. It might be that you decide to stay as you are, which is great too—you’ll still get to do Incredible things to create kind, confident and connected communities.