What is an Unincorporated Association?

An unincorporated association is one of the simplest types of voluntary group. It is made up of two or more people who come together to pursue a common, non-profit aim, such as running a community garden, organising local events, or supporting a group of people with shared interests or needs.

These groups are:

• Not registered as companies or charities (though they may later become one)
• Not legal entities in their own right (so can’t enter contracts themselves)
• Run by members or a management committee
• Often local, small, and informal — but still capable of doing great work!

While you don’t need to register with any central body, to function effectively — especially when applying for funding or managing money — you do need a written constitution.

If you would like to find out about other types of organisations that exist in the Voluntary, Community, and Social Enterprise Sector (VCSE) then read our short introduction to Legal Structures.

What is a Constitution?

A constitution is a written document that acts as the formal agreement between the members of your group about how it will be run. It is essentially a group’s internal rulebook — setting out:

• The purpose of the group (why it exists)
• How the group operates (its structure, membership, roles, meetings, and decisions)
• Responsibilities of key individuals (e.g. the Chair, Treasurer, Secretary)
• How the group handles money (financial rules and responsibilities)
• How changes are made (amending the constitution or ending the group)

A constitution provides the foundation for good governance. It ensures everyone involved understands the group’s aims and how decisions are made. Some small groups choose not to have one.  However, whatever your size, they can bring benefits, as it:

• Defines roles and responsibilities clearly
• Demonstrates to external parties that you are being run properly and managing money well
• Builds trust and consistency
• Avoids misunderstandings or disputes
• Is a requirement for Funders in terms of opening a Bank Account.

What Should a Small Group Constitution Include?

Here’s a simple structure your constitution should follow. You can adapt it to suit your group’s needs.

Name of the Group

Clearly state the full name of your group. It should be simple and clear, and it should reflect your group’s identity.

Aims and Objectives

Describe the group’s main purpose. What do you want to achieve? Keep this clear and focused.

Powers

List what the group is allowed to do to meet its aims — e.g. raise funds, hire staff, rent space.

Membership

Who can join? What are the rights and responsibilities of members? Can members be removed? Please note committee members are also members, so as soon as you form your committee you have a membership and then you can decide in your own time how you will expand that membership.

Management

Your group will need to set up a Management Committee to make decisions about the group. It is also necessary to have Annual General Meetings where the Management Committee is elected by the membership.

Small groups usually have, as a minimum, a Chair, Secretary and treasurer who each have specific roles and responsibilities.

Meetings and Decision-Making

You need to specify how often your Management Committee will meet each year. This will depend on the activities that you undertake, and how often decision will need to be made

You also need to say how many members of the Management Committee should be present (quorum) to enable decision to be made about the group.

You need to hold an Annual General Meeting every year. This is open to all members. Again you need to decide on your quorum i.e. how many members must be present for the AGM to go ahead.

If you want to have a meeting of all the members (General Meeting) outside of the AGM you need to say how you would make that happen e.g. all members will be given 14 days’ notice in writing,  and told the reason for the meeting. General meetings are usually called when the group want to make an alteration to the constitution or close the group down.

Finance

The constitution needs to lay down the basic procedures for handling accounts and state that funds will only be used for group. You will need to open a Bank Account in the name of the group. Funders will only give funds to Bank Accounts in the group’s name.

Dissolution

Dissolution simply means what will happen if your group closes down (dissolves). You need to say that any resources left when the group closes will be given to another community group, possibly with similar aims to yourselves. It is essential to Funders that you have this clause.

How to Write and Adopt Your Constitution

Here’s a simple step-by-step guide:

• Draft the constitution using a template or by adapting this guide
• Share the draft with group members and make any changes needed
• Hold a meeting to formally approve and adopt it
• Record the decision in your meeting minutes
• Have it signed and dated by committee members
• Keep a copy safe and share it when needed (e.g. with funders or banks)

Helpful Tips

• Use plain, easy-to-understand language and avoid legal or overly formal wording
• Be realistic about your group’s activities.
• Keep it short and flexible
• Involve your members in the process
• Review it every couple of years
• Sign and store a copy safely. Funders may want to see the original with the committee’s signatures on it

Further Information

Template Constitution – the Charity Commission produces a simple model constitution for a small charity, which is the term they use for Unincorporated Associations. Please note if your annual income is over £5,000, you need to register with the Charity Commission and use a more detailed Constitution. If you want to find out more about different structures, look at our guide to Legal Structures.

Example Constitution – a charity called the Resource Centre has a website just full of excellent resources for small Unincorporated Associations. It includes a sample of a constitution