Governing your organisation

Why Governance Matters

Every nonprofit, charity, or social enterprise needs a clear governing body

This group, often called a board or committee, provides leadership and oversight. They ensure your organisation’s mission continues and that the communities you serve are effectively supported.

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Who does what?

Governing Body

This group oversees the organisation's direction, legal compliance, and resource use. They are responsible for long-term vision and support for staff and volunteers.

Officers of the Governing Body

These may include the Chairperson, Company Secretary, and Treasurer. If your organisation is incorporated, you must have a chair and secretary registered with the Companies Registration Office.

Management and staff

They handle day-to-day operations, report to the governing body, and implement strategies.

Trustees: The Heart of Governance

In charities and nonprofits, trustees are volunteers with ultimate responsibility. They must act in the organisation’s best interests, uphold its mission, and follow legal requirements.

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The 6 Principles of the Governance Code

Irish charities should follow the Charities Regulator’s Governance Code and report annually. The six core principles are:

  1. Advancing Charitable Purpose – Ensure alignment with mission and impact.
  2. Behaving with Integrity – Act ethically and manage conflicts of interest.
  3. Leading People – Support staff and volunteers with clear roles.
  4. Exercising Control – Comply with legal and financial obligations.
  5. Working Effectively – Commit to improvement and teamwork.
  6. Being Accountable and Transparent – Communicate openly with the public and stakeholders.

Clear Roles and Responsibilities

  • The governing body’s scope is set out in your constitution, also known as your memorandum and articles of association.
  • Roles like Chair, Secretary, and Treasurer have specific duties, but the full board holds legal responsibility.
  • Make information about these roles easily accessible to members and stakeholders.
  • A board handbook outlining trustee roles and how the board operates is a valuable governance tool.

How to Govern Well: Key Actions

  • Clarify roles and reporting lines.
  • Ensure effective oversight: review budgets, activities, and risks.
  • Support your team: provide induction, training, and evaluation for trustees and staff.
  • Follow policies: implement a code of conduct, conflict-of-interest procedures, and financial controls.
  • Meet regularly and efficiently: use agendas, minutes, and clear decision-making processes.

What to Do Next

  • Check your constitution – ensure it outlines governance roles, officer duties, and meeting schedules.
  • Review governance practices – compare current activities with the six Code principles.
  • Appoint officer roles – designate someone to oversee governance and compliance.
  • Access support – explore our training, resources, and other member supports.

Additional governance resources

The Role of the Board – Understanding the Basics

Video here from September 2022

Watch the video

Upcoming Governance Training from The Wheel

Visit our Training and Events section to find out more

Training and Events

Sustainable Communities: Governance Resource Book

A user-friendly handbook on all aspects of nonprofit governance including many practical tools and templates.

Read it here

Workplace Resolution Programme

Free mediation services and conflict coaching for staff, volunteers and board members

Find out more

SCOPE

This online learning platform contains introductory modules on governance, finance, fundraising, communications and risk for trustees and staff of small nonprofit organisations.

Get started here

Governance Code for Sport

Sport Ireland have a published a code of governance to assist sporting organisation in their governance journey.

View here

Webinar archive (for members)

Look back through previous webinars and trainings

On-demand learning

Interactive tools (for members)

Trustee’s Licence, mediation support, and conflict resolution services – click to view more

Members Hub

Advice for Charities

The Charities Governance code

All registered charities are encouraged to follow the code, and you must declare your compliance in your Annual Return to the Regulator.

The Charities Governance code

The role of the Charity Trustee

Different organisations might use terms like board member, director, or committee member. For charities, these terms mean the same thing: those who hold ultimate responsibility for the charity’s management.

The role of the Charity Trustee

Winding up a Charity

Regardless of the reason why you are at the point of winding your charity up, you need to be fully aware of your legal and financial obligations throughout the cessation process.

Winding Up a Charity

Register of Beneficial Ownership

The RBO is a central database that holds required information about who owns or controls Irish companies.

The Register of Beneficial Ownership

Annual General Meetings

If your organisation is a company, like most charities (companies limited by guarantee – CLG), you must hold an AGM no more than 15 months after the last one.

Annual General Meetings (AGMS)

Legal resources for nonprofits

In the current economic climate where community and voluntary organisations, charities and social enterprises are faced with increasingly limited resources, sourcing pro-bono or low cost legal services is a key way of controlling costs.

Legal Resources for Nonprofits

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