The choice of a governance model is one of the most important decisions that your museum will make. It has major implications for how you can operate – defining your area of activity and managing opportunities and risks.
The model is defined by the legal document that establishes your organisation, defines your purpose and determines how you will operate. It is the ‘rule book’ for the museum. Although there are a small number of options, there is no ‘one size fits all’ and it is best to take this decision slowly. It can also be referred to as:
- Trust deed
- Articles of Association
As this choice has legal and financial implications, you should seek independent legal and financial advice before making any final decisions.
Legal requirements and standards
Your organisation take one of a variety of legal forms, which will determine your accounting and reporting obligations. Broadly, the main ones are:
- Company limited by shares or guarantee. The Companies Act (2006) applies to a member which is a company registered with the Registrar of Companies and included in the Register of Companies at https://www.gov.uk/government/organisations/companies-house These are relatively common legal forms.
- Scottish Charitable Incorporated Organisation (SCIO). Your organisation must be a charity and comply with the requirements for SCIOs contained in the Charities and Trustee Investment (Scotland) Act 2005. Whilst relatively new, it is already the most common form of new charity set-up, principally because it offers the advantage of limited liability for trustees without the additional compliance requirement of the Companies Act.
- Unincorporated association. These organisations are governed by their constitution only. This is relatively unusual for museums as they hold assets for which they usually want the protection of limited liability (something that comes with the two legal forms noted above).
- An organisation which was formerly an Industrial and Provident Society, now either a Co-operative Society or a Community Benefit Society is subject to The Cooperative and Community Benefit Societies Act 2014 and registered with the Financial Conduct Authority on its Mutuals Public Register at https://mutuals.fsa.gov.uk/ The purposes of these types of society is to share ownership around their membership, often the local community.
With the exception of SCIOs (which must be charitable) museums may or may not have charitable status. Museums that are charities are also subject to the Charities and Trustee Investment (Scotland) Act 2005. A register of charities is maintained by the Office of the Scottish Charity Regulator (OSCR) on its website www.oscr.org.uk This register gives the legal form of constitution which will help charitable organisations identify which one of the four main constitutions they have.
For more information on these models, visit our Governance Models page
Association of Independent Museums: Successful Governance
http://www.aim-museums.co.uk/ downloads/727b74d1-04e4-11e3-b572- 001999b209eb.pdf
Get Legal: Decision Tool (produced for an English audience, but is a useful decision-maker)
Office of the Scottish Charity Regulator
Scottish Council for Voluntary Organisations: Setting up a Charity – Get Started Guide
Voluntary Action Scotland