In Mohammed v Patel [2024] EWHC 2581, members of an unincorporated charity successfully challenged the charity’s internal process to elect its Executive Committee.
The case highlighted several breaches of the charity’s constitution regarding election procedures:
- Voting arrangements: Voting did not occur at a general meeting as required.
- Nomination deadlines: The constitution required nominations to be submitted “not less than seven days before the Annual General Meeting.” However, the charity set an earlier deadline, assuming flexibility in the rule. The Court clarified that the intention behind the rule was to give members at least seven days after receiving the required 14 days’ notice of the meeting to submit nominations. Setting an earlier deadline was therefore a breach.
- Eligibility criteria: The Executive Committee imposed additional eligibility criteria for applicants, without seeking members’ approval. The Court said although an implied power to impose some additional criteria probably existed, the Committee had gone considerably beyond the limits of such a power, which constituted another breach.
Court ruling
The High Court granted the members’ applications for declaratory and injunctive relief, ruling that the clear breaches of the charity’s constitution rendered the election results invalid. It ordered that the election be re-run.
Lessons for Charity Trustees
This case provides important takeaways for charity governance:
- Update your constitution: The charity involved in this case had not updated its constitution since the 1980’s. The Court heard that this was not the first time it had deviated from the procedures it contained. If outdated internal rules hinder efficient decision-making in your organisation, avoid temporary workarounds and instead, review and update your constitution. A breach of internal rules can invalidate decisions, leading to costly consequences.
- Valid approval for eligibility criteria: When setting person specifications or eligibility criteria for recruitment and appointments, ensure they are validly approved.
- Understand deadlines and time limits: Deadlines may be less flexible than you think. Consider taking advice – and if flexibility is required, amend your constitution to reflect this.