Unincorporated students’ unions: who can sign documents?
In this article, we aim to clear up the confusion over who has the authority to sign documents on behalf of an unincorporated students’ union.
We regularly see contracts, leases or other important documents, purported to be signed on behalf of an unincorporated students’ union, which have not met the legal requirements for execution. They might be signed by a single trustee, a non-trustee or by a couple of trustees without the necessary authority from the whole trustee board.
In many cases, it may mean that the document is not valid. It might also mean that the people who have signed the document have done so in their own personal capacity, rather than in the name of the students’ union.
For these reasons, it is really important to make sure that documents are signed correctly.
What is an unincorporated students’ union?
An unincorporated students’ union usually takes the form of an unincorporated association with the relationship and powers of the members governed by a set of rules.
The management committee of the charity, usually the trustees, will enter into contracts as individuals and will be jointly and severally liable for the debts and other liabilities of the union.
So, if the trustees contract as individuals, does this mean they all have to sign every document? No, not necessarily. This would be impractical, especially as there are often a substantial number of trustees on the board.
Trustees are able to delegate authority to any two or more trustees to execute documents in their names and on their behalf. This power is found under section 333 of the Charities Act 2011 (the “ChA 2011”).
Note that this only allows two or more trustees to execute documents. It would not permit (for example) the chief executive to execute documents on behalf of the students’ union.
The authority can be general and can mean that any two of the charity trustees are able to sign, or it can be more restricted giving authority to a named few. Once the authority is given, any document signed by those authorised will give effect to the document as though all trustees had signed.
This authority can be given in writing by trustees or passed as a resolution at a trustee meeting. If the authority is given generally, it will remain effective until revoked. There is a presumption that any documents executed using section 333(5) of the ChA 2011 have been duly executed. However, it is important to ensure that the correct procedure has been followed and certain documents (e.g. documents required by the Land Registry) may require evidence of the resolution.
Where there is no delegated authority
If there is no delegated authority under section 333, some students’ unions may have specific rules in their governing documents that allows for the execution of documents in a certain way. In very limited circumstances there may also be instructions from the Court or Charity Commission however, these are not common.
In the absence of delegated authority and where there is nothing in the governing document to authorise execution by a certain number of trustees, all trustees should sign as individuals.
Signing deeds in counterparts
It is not uncommon for deeds to be signed in counterpart. When executing a deed, it is important to ensure that each counterpart is complete. If two trustees are authorised to sign on behalf of the charity, they must sign on the same document to ensure that the counterpart is complete to avoid any questions about due execution.
If you have any doubts about how to execute specific documents or what is required in the written authority or resolution, please contact Laura Moss or any other member of our students’ unions team for further assistance.
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The information in this article is necessarily of a general nature. The law stated is correct at the date (stated above) this article was first posted to our website. Specific advice should be sought for specific situations. If you have any queries or need any legal advice please feel free to contact Wrigleys Solicitors.