Sported members - Governance

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Upskill in key areas to help support and grow your group

Bid writing

Governance

Planning

Impact practice

Governance

Start the unit:

Financial management

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This unit:

course content and navigation

Glossary

Governance

Sported guides overview

Email events@sported.org.uk if you need technical help with this course

Governing documents

Introduction

Governing documents

Quiz

Group structure

Summary

Legal matters

Board

Introduction

Legal matters

Board

Group structure

Self-assessment quiz

Summary

Please review this course

Basic governance requirements

This unit:

close

evolve

run

setup

Lifecycle of a group

What is governance?

Governance

Sported guides overview

Governing documents

Introduction

Quiz

Group structure

Summary

Legal matters

Board

Basic governance requirements

In a nutshell Governance is the systems and processes that ensure the accountability, direction and effectiveness of an organisation. Good governance ensures your organisation can achieve what it has been set up to do and deliver for your community.

Setting up Identify a need Make a plan This stage is characterised by high energy, but limited funds Define structures Focus on fundraising

Running your group Develop good governance Formalise processes Grow and develop Growth and funding keep pace

Develop and evolve Mature organisation Established with a growing reputation A happy place - things work and everyone knows what to do Can lead to siloed thinking, rigid policies Complacency, stalled innovation can lead to decline

Close - think about the end and build in safeguards Can be after an organisation fails to evolve and begins a decline Could be a natural winding up after a need has changed A good ending should be considered from the start

Please review this course

More on some common structures and status

This unit:

More on legal structures

Sported guides overview

Governance

Governing documents

Introduction

Quiz

Group structure

Summary

Legal matters

Board

Charitable status

Incorporation - what is it?

Charitable Incorporated Organisation (CIO)

Do we need a legal structure?

Company limited by guarantee

Community Interest Company (CIC)

CASC - Community Amateur Sports Club status

Unincorporated association

Getting it right at the start

Governance

Please review this course

Sported guides overview

This unit:

Governing documents

Introduction

Quiz

Group structure

Summary

Legal matters

Board

Responsibilities

Trustees

Setting up

Governance

Sported guides overview

Please review this course

This unit:

Do you know who is responsible for maintaining these documents within your organisation?

NCVO webinar on writing and amending your governing document

Governing documents

Introduction

Quiz

Group structure

Summary

Legal matters

Board

Charities

Companies

For every organisation, whether a company or a charity, there are legal policies and requirements.

Please review this course

Which policies you need depends on lots of things including your legal structure and the activities you deliver.

This unit:

Governance

Governing documents

Sported guides overview

Introduction

Quiz

Regional differencesIn the UK Charity law is devoved, but tax law is not.This paper has a lot more information, or contact Sported for more help on this.

Group structure

Summary

Legal matters

Board

The Charity Governance code is a useful tool to help small charities and other not for profit organisations in England and Wales

Safeguarding policy

Insurance

Sported policy templates

Pop over to the Sported Hub to download policy templates to adapt and use for your group.

This unit:

Please review this course

Governance

The Sported Hub has lots more resources, learning units and information

Sported guides overview

The Charity Governance code is a useful tool to help small charities and other not for profit organisations in England and Wales

Governing documents

Introduction

Quiz

There are some key decisions to make when starting an organisation

Group structure

Summary

Legal matters

Board

You can talk to your Sported regional contacts, and also request support from our expert volunteers

Self-evaluation

Exit

Click here to rate the course, and request a completion certificate

Start

Check your understanding of what you've learned in this course

There are 6 questions relating to all of the areas covered, with an explanation and link back to the page for more details.

No prizes (sorry!) and it's totally optional - it's to give you an idea of how much you know.

Self evaluation

Rules

Safeguarding

Rules

Safeguarding

Self evaluation

Insurance

Even if you don’t have staff, you may still need insurance. It’s about keeping yourselves and the public safe.Even if you're just renting a room for your activity, and are covered by the building's insurance, you may still need your own policy.Take a look back at this page and review this area if you need more information.

Next question

Self evaluation

Rules

Safeguarding

Rules

Safeguarding

Self evaluation

Your board

Your board of Trustees/Directors steers and guides your group. Make sure you have the right mix of people to delivery your group's aims and vision.It's good practice to limit conflicts of interest and related board members.Take a look back at this page and review this area if you need more information.

Next question

Self evaluation

Rules

Safeguarding

Rules

Safeguarding

Self evaluation

CIC

A Community Interest Company is still a company and does not have any special tax breaks. The benefits of a CIC are around asset locks and ensuring continuity of benefit to the community.Take a look back at this page and review this area if you need more information.

Next question

Self evaluation

Rules

Safeguarding

Rules

Safeguarding

Self evaluation

Governing documents

Articles of Memorandum is a document which sets up a company, signed by the Directors. The Articles of Association set out how the company is to be run.Take a look back at this page and review this area if you need more information.

Next question

Self evaluation

Rules

Safeguarding

Rules

Safeguarding

Self evaluation

Liability

If your group is unincorporated, board members could be personally liable for any debts.Check out the Structures part of this course if you're unsure.

Next question

Rules

Safeguarding

Self evaluation

Rules

Safeguarding

Self evaluation

CASC

A Community Amateur Sports Club (CASC) is a status which can be added to your group. It is not a legal structure, but a status which has requirements and benefits. If you'd like to refresh your knowledge of this, go back to this page.

Finish

Sported guides

If you have any queries, or would like some extra help, you can contact info@sported.org.uk

Thank you for completing this course

If you'd like to know any more about Governance or any other aspect of running your group, head over to the Sported Hub.We run webinars and workshops to help you upskill on all areas of running your sport for develpment group as well as having volunteer support and a library of guides, templates and videos.

Click here to rate the course, and request a completion certificate

Watch the full webinar here

An unincorporated group is a collection of individuals who are legally liable for any debts the group incurrs. So if you don't want to expose your Committee members to personal risk then YES - you do need to incorporate.

This is the first question you must answer. If your group has come together and has no legal strucutre, is not registered as a company or charity, it is unincorporated. Incorporated or Unincorporated group? In this clip, Club Development Consultancy explain the pros and cons of incorporation

Incorporated or unincorporated group?

What is incorporation, and do you need it?

In this clip, Club Development Consultancy explain the pros and cons of incorporation

Think about the skills you'll need present. You can use this skills audit template to help balance your board's skill set.

Building your board

Ideally around 5-9 members, having an odd number on your board will avoid a deadlock when voting.

Check out this video on the legal requirements for setting up a board of trustees

Are your Board members invested in your group? Passionate about the changes your organisation wants to make? Your board needs to share a vision.

factsheet

skills

legal

size

passion

Check out this factsheet from Action Together on setting up your board of Trustees/Directors

A company without shareholders or shares. Typically used by non-profits and charities, this type of company is controlled by guarantors (members), who guarantee a nominal sum of money to the company in the event of its becoming insolvent or winding up.

Company limited by guarantee

Lawbite have more details on the pros and cons of becoming a company ltd by guarantee.

Read more on what your governing document should contain with this advice from the NCVO

• Trustees and Directors plan how the group will achieve its goals
• Take decisions and vote
• Work within the organisation's constitution
• Use their skills to benefit their community

The exact role and responsibilites will vary, depending on the structure of your group.Charities have a Board of Trustees.

Trustee/Director responsibilities

Charity Commission guide

Guidance for non-charity companies

Part of this role is to run and attend board meetings, where decisions about your organisation can be discussed and made.Sported volunteer consultant David Williams has some advice on running effective board meetings.

The Charity Commission have a guide to what is involved.Companies are subject to company law, and have a Board of Directors.

A legal structure for non-profits and charities offering a separate legal personality, limiting liability for members and trustees.

Charitable Incorporated Organisation

Charity Commission - Setting up a new charity

• members liability limited
• only needs to register with the Charity Commission
• not a company, so not subject to company law
• Foundation CIOs: decisions are made by Trustees
• Association CIOs: wider membership has a role in decision making

For a more detailed view, look at this guide from Walker Morris

Watch the full webinar here

This status allows grassroots sports clubs to benefit from favourable tax rates, including claiming Gift Aid.

Community Amateur Sports Club (CASC)

Charity Commision guide to CASCs

• lighter reporting responisbility compared to charities
• some tax benefits, e.g. can claim Gift Aid

• has conditions e.g. membership must be open to the whole community

• a CASC cannot also be a charity

England Rugby guidance on the pros and cons of becoming a CASC

Gov.uk guide on CASCs including tax infomration

If your organisation has charitable aims, you can register with the Charity Commission.

Charitable status

For a more on which charitable structure to choose, see this guide from the Charity Commission

Registering as a charity is not a legal structure, so charities can be unincorporated.To have a separate legal status, a group still needs to choose a suitable structure.Becoming a Charitable Incorporated Organisation (CIO) may be suitable.

Why you need a legal structure

No - not all community groups and beneficiary organisaitons are charities. There are other options which may suit your group better.

But what do they all mean?

To protect your committee members and insulate individuals from financial risk, you will need to incorporate your organisation. When you incorporate, you'll need to choose a legal structure.

Does this mean we need to register as a charity?

Take a look at the detailed information by clicking on each structure on the main page.

A Constitution is the Governing document of a charity, which legally, must be followed. It should include:

Constitution

Charity Commission: How to write your Governing Document guide

• what the charity is set up to do
• what it can do to carry out it's purpose
• who will run it
• rules around meetings and Trustees
• what happens if the chairty closes

The Governing document ensures that:

• the charity's activities remain within the charitable purposes
• any new activities are allowed within the charity’s purposes
• the charity follows rules around how the board of trustees are appointed and managed
• trustees have a good knowledge and understanding of their governing document.

A Constitution is a legal document which sets out the Charity's purposes. These should fall within one or more of the 13 descriptions of purposes listed in the Charities Act, and be for the public benefit.

In this video, Sported's Paul Steel explains the four basic elements of good governance which funders look for. Click here to watch the full webinar.

Required governance

Revised code for Sports Governance

• Democratic
• Transparent
• Representative
• Non profit

Four key elements

You need a base level of govenerance to run a group safely. Sport England have developed some guidance you can look at, which outlines their level of Tier 1 governance.

A limited company structure for social enterprises with a focus on community benefit.

Community interest company

Office of the reguator of CICs

• members liability limited by guarantee
• can pay dividends and directors, but must benefit the wider community
• assets are locked in for community benefit
• cannot get charitable tax benefits, but can convert to a charity

For a more detailed view, look at this guide from Charity Excellence

How to use this unit

This unit is divided into topic chapters, use the navigation on the left to see each area.

You can dip in and out as required, either work through the whole unit, or just the sections where you need to upskill. Work at your own pace, and time.

Work through, or dip in and out

The unit has a self-evaluation quiz to help you understand if you have any gaps in your knowledge.You can contact Sported if you would like more information and help with Governance

Self guided and assessed

Trustees

Consider the range of skills and types of people represented on your board. Do you have community links and youth representatives (if appropriate)? Try to create a diverse and representative group, not an echo chamber.

Try to avoid as much as possible!Minimise the amount of family members/ individuals with personal relationships Minimise conflicts of interests or duality of interests, and keep a record of any conflicts of interest

What skills do you need to help you run the activities/group (e.g. fundraising, marketing, safeguarding)? Check out this skills audit to help you work out what your organisation needs on its board

Start to define roles such as chair, treasurer, secretary, safeguarding officer Draw up a list of general and specific responsibilities Be open and honest with prospective Trustees, nobody likes to be misled on the level of time commitment.

safeguarding

roles and responsibilities

representation

skills and experience

conflicts of interest

Think about how you will recruit people safely as part of your Safeguarding Policies and Procedures (e.g. obtaining references, checking certificates, background checks)

All companies, including CICs require two governance documents: The Memorandum of Association and the Articles of Association. These documents set out the rules and conditions of the CIC.

Articles of Association

Download a template for Articles of Association

Asset lock

Dividend and interst cap

Directors' duties

Rules

Reporting

Memorandum of Association

All companies, including CICs require two governance documents: The Memorandum of Association and the Articles of Association. These documents set out the rules and conditions of the CIC.

The Memorandum is a short document which confirms that the subscribers wish to form a company and agree to become a member of the company. If the company is limited by shares they agree to take at least one share in the company.

This must be incorporated into the CIC Articles of Association. It ensures the assets are used for the benefit of the community and sets out how the assets can be transferred and to whom. Take a look at this Gov.uk blog post de-mystifying Asset locks.

Only for CICs limited by shares, this limits this dividends paid to shareholders to ensure the primary focus of the CIC is to benefit the community. The CIC Dividend cap is explained in more detail in this post from KG Accountants.

As well as standard Director's duties, in a CIC the duties reflect the additional responsibilities of running a community focused enterprise. KG Accountant's blog post on Director's duties has more on this.

CICs are required to report annually to the CIC regulator on how they have met their community goals. This is not required to be written into the Articles of Association - but it's good practice to do so.

CICs are required to report annually to the CIC regulator on how they have met their community goals. This is not required to be written into the Articles of Association - but it's good practice to do so.

Your group will need to have insurance set up in order to operate safely.

Insurance

Take a look at this guide on the Sported Hub.

This short presentation outlines why you need insurance

Glossary of terms

B

CASC

C

D

Committee

Charity

CIC

CIO

Board

Directors

R

Review

I

Insurance

A

Articles of association

This is a constitutional document that defines the rules of how the company will be run. It is a legal contract between the company and its directors and allows the company to become a legal entity. See more here and on the Governing documents page

Quorum

Q

Policies

P

Constitution

Safeguarding

S

M

Memorandum of association

Trustees

T

Conflict of interest

Structure

Templates

Documents

A group of people who direct the organisation. In a charity these are the Trustees, in a company they are Directors. Both are bound by rules and regulations, see the chapter on Boards for more.

Community Amateur Sports Club A legal status that can be applied to a sports club allowing some tax benefits. See the chapter on Structure for more.

The founding document of a charity. See the chapter on Documents for more.

A group of people who direct the organisation. In a charity these are the Trustees, in a company they are Directors. Both are bound by rules and regulations, see the chapter on Boards for more.

Charitable Incorporated Organisation. A status that allows for charities to use a simpler regulatory regime, see the chapter on Structures for more.

Community Interest Company. A legal structure with restrictions to ensure it is set up to benefit the community. See the chapter on Structures for more.

Where board members have interests, financial or otherwise, that may cause a conflict. See the chapter on Boards for more.

Your group will need insurance to operate safely. Visit the Sported Hub insurance resource for more information.

A group of people who direct the organisation. In a charity these are the Trustees, in a company they are Directors. Both are bound by rules and regulations, see the chapter on Boards for more.

A document that outlines the foundation of a company. See Documents chapter for more

All organisations have legal documentation to ensure they are compliant with Charity or Companies law.

Amongst other policies, you will need to have a Safeguarding, Health and Safety, and GDPR policy. See the chapter on Legal matters for more.

The number of board members required to make a decision. This can vary and is set out in your organisation's rules.

Your policies should be reviewed regularly, with a defined schedule for this.

A legal structure ensures your group has a legal 'personality' and is a separate entity to the individuals who are part of the organisation.

A group of people who direct the organisation. In a charity these are the Trustees, in a company they are Directors. Both are bound by rules and regulations, see the chapter on Boards for more.

To ensure safe operation, your organisation will need a safeguarding policy which is shared and followed by all members of the group.

The Sported Hub has many templates for you to adapt and use.

In this webinar, Sported's Paul Steel explains some of the most common legal structures.

Take a look at this Charity Commission guide

Hop over to the Sported Hub for more on Safeguarding policies and how to get this right for your group

Joe Cartwright and Jude Toasland from the NSPCC Child protection in sport unit presented this webinar for Sported members

A group of individuals who have come together to run a club or organisation.

Unincorporated association

• simple to set up - no reporting duties or restrictions
• no special tax benefits
• no separate legal status, so committee members could be personally liable for debts
• assets are held by individuals so have to be transferred if that person leaves

Read more in this article from Morton Fraser.

Key decisions

Legal group structure - this needs careful thought to ensure it is going to work for your group

Lifecycle - think about the stages the group will go through, and how you will wind up when the time comes

Policies - ensure you can operate safely and legally by having the right policies and checks in place to ensure everyone knows and follows them

Trustees/board of Directors - get the right balance of people to ensure the board will be effective

Constitution - set out the rules for your group, how do you want to operate. This can have consequences later so take care to get it right.