Services

Governance advisory for voluntary organisations

We provide practical, independent advice on the governance and compliance challenges that matter most to voluntary organisations — from designing governance structures and drafting constitutions to navigating regulatory obligations and supporting trustees.

Governance Frameworks

A well-designed governance framework gives an organisation clarity about how it makes decisions, manages risk, and holds itself accountable. Cairn Dubh helps voluntary organisations design, review, and strengthen their governance structures — so that the framework supports the mission rather than hindering it.

Our reviews go beyond ticking boxes against a code. We focus on how governance actually works in practice — and what changes would make a material difference to the organisation's effectiveness and resilience.

We work with constituted community groups, Scottish Charitable Incorporated Organisations (SCIOs), companies limited by guarantee, unincorporated associations, and other voluntary sector bodies.

This service includes

– Governance structure design and review for voluntary organisations
– Accountability and delegation frameworks
– Scheme of delegation and reserved matters policies
– Reporting and oversight structures between board and staff or volunteers
– Alignment with applicable governance codes and regulatory expectations

Governing Documents

A governing document is the foundation of any organisation — setting out its purposes, the rules under which it operates, and the powers and duties of those who lead it. Getting it right from the outset avoids significant problems later.

We draft and review constitutions, articles of association, trust deeds, rules, and standing orders — ensuring they are legally sound, fit for the organisation's needs, and compliant with the requirements of relevant regulators.

This service includes

– Drafting constitutions for unincorporated associations and SCIOs
– Drafting articles of association for companies limited by guarantee
– Reviewing and updating existing governing documents
– Advising on the appropriate legal form for new organisations
– Guidance on OSCR registration and Companies House incorporation requirements
– Amendment procedures and special resolution processes

Compliance Advisory

Voluntary organisations operate within a complex web of legal and regulatory obligations — charity law, company law, data protection, employment law, and sector-specific requirements. Keeping on top of these obligations is a real challenge for organisations with limited staff and volunteer capacity.

We help organisations understand what they are required to do, identify gaps in their current compliance, and take practical steps to address them — including preparing for OSCR engagement and regulatory review.

This service includes

– Charity law compliance reviews (OSCR requirements, trustee duties)
– Company law compliance for charitable companies and CLGs
– Governance code gap analysis and compliance mapping
– Preparation for OSCR engagement, inquiries, and regulatory review
– Conflict of interest and related-party transaction policies
– Horizon-scanning for relevant regulatory and legal developments

Trustee & Board Support

Trustees and board members of voluntary organisations take on significant legal responsibilities — often alongside demanding day jobs and without access to the professional support available to larger organisations. Good induction and ongoing development makes a real difference to the quality of governance.

We support boards and trustees through recruitment, induction, and development — and carry out board effectiveness reviews that are proportionate to the scale and complexity of the organisation.

This service includes

– Trustee recruitment guidance and role description development
– Induction programmes and trustee handbook preparation
– Governance training for new and existing trustees
– Proportionate board effectiveness reviews
– Advice on managing conflicts of interest and related-party matters
– Support for chair and leadership transitions

Discuss an engagement

We are happy to have an initial conversation about your organisation's governance needs — no obligation. Please get in touch.