CIC Association

Serving Community Enterprise

Dear All,


Some of you may (perhaps rightly) be annoyed at me for asking this question, but hopefully not.


My CIC consists of my, myself and I. This of course brings up obvious barriers when it comes to funding. I want to add a couple of Directors but literally for purposes of applying for funding and the odd consultation with them. They are both responsible and knowledgeable (very) people, one of whom is developing his own care farm enterprise at the moment. As they have their own responsibilities they have limited time they can dedicate to HumAnima which isn't really a problem as I have said I only want them for limited consultation.


Can I add them as Directors or do they have to be fully participating and contributing etc? I'm really in a pickle about this as I don't really fancy "recruiting" Directors from Adam as this is my "baby" etc.


Any thoughts, knowledge, ideas, opinions etc?


Most grateful!



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a person who becomes a listed/named Director for a company takes on certain legal responsibilities (whether they are 'silent' directors, or otherwise...)


you should therefore consider carefully who is invited as a director as potentially, amongst other things, a future mix of people may decide that it's in the best interests of the company to remove you (the fouding director) - this has been known to happen; or people who've been largely absent from the governance of the company suddenly find themselves compromised because of mis-haps that they've not been aware of... (also been known to happen).


A simpler option would be to form an 'advisory shadow board' who meet and consult with you by arrangement - influencing and informing company decisions, but with no legal standing. However, this is not so attractive to grant-making bodies...






If yo uwanted to be clever you could incorporate another company to be a corporate Director of the CIC. Not sure whether this would fool the Grant Funders though.

Ok. The plot thickens. As I said I want to be able to access certain funding. Now the Awards for All grant states that they require signatures from "at least three unrelated people on their governing body, management committee or board of directors". Now I have 2 people outside of the business who have already contributed significantly and continue to do so. One of whom has been priceless. However, the one gentleman doesn't want to end up too involved as he has his own fish to fry. He does provide occasional very valuable advice and info and I don't know where I'd be without him. 


I can't seem to find any info anywhere about the specific requirements of the "Board of Directors" as presumably that's what would apply to us CIC's (rather than a governing body or management committee) and what that would be made up of. I did see mention of a "Shadow Director" though at what has been the most helpful resource so far - info re. CIC's. I guess what I'm asking is Can I create a Board of Directors that includes a non-executive Director? And could someone please provide me with the definition of the Executive Director vs. Non-executive Director roles pretty please with a cherry on top?!





Hi Kathryn


Have you had an answer to this direct from Awards for All? In a wider sense you can add non-exec directors. As you know from previous threads you can resolve this, you needn't worry about your baby being stolen, building your board should be a good thing beyond the need to get the grant. Directors should help you achieve your targets, its important you trust each other. 


hardly a cherry on the top level of definition, but a non-exec director doesnt have anything to do with the day to day running of the company.


I did speak to Awards for All and they were as vague as their paperwork. They don't give a definition of "Board of Directors" although I have read elsewhere that Non-exec directors can be included on the Board of Directors.



Ian Gaweda's comments on the previous thread about this seem to make sense

Spot on! Thank you John!


Hi Katherine, I have a few clients who are wanting to set up CICs which will be limited by guarantee, and to start with they will be the only director. It goes against what I would usually advise in terms of setting up a social enterprise, participatory governance and stakeholder involvement.  However I was interested to read your comments as the only director.  I wondered if you could let me know how you find operating as the only director? How do other react when you explain you’re the only director ? ( I have read below some comments from others re funding ).I am  assuming you had to make changes to your articles? All the model document I can find are set for two directors from what I can see? Did you seek advice on the wording for one director, or adapt a model doc? . Your experience and any further advice would be greatly appreciated.

Thanks Charlotte

Hi Kathryn, 

Just came across your post which was useful to read, and the replies too! Am also running a cic solo (glad its not just me), currently one year in and am coming up against the same problems re funding. However I'm about to add a director who will have minimal input. As its now been a year or so since you've added a new director, have you run into any problems or has it been a good move for you? My planned director is a trusted friend and also runs two businesses, so think it should be ok...Still quite  a big move though as I'm used to being in control of everything and doing everything myself. 

Thanks, Fiona



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