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Constitution and management structure The constitution of a company is known as its memorandum and articles of association, and it is this which sets out the objects, powers and control. A company limited by guarantee has as its management committee a Board of Directors, who must operate under company law. They are usually unpaid, and must certainly derive no personal benefit if the company is also a charity. The members of the company (equivalent to shareholders) will have powers defined by the memorandum and articles. They may be individuals or organisations, and may be given powers to elect or appoint directors - the legal structure is very flexible. The board are the governing body, responsible for policy, but not day-to-day management. This may be carried out by the paid staff, headed by an executive director or chief executive in larger trusts. Consultants
or other groups can be engaged to deliver a specific piece of work
for a trust.
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