I am the founder, volunteer CEO and trustee of a charity that has been working for five years and has been formally registered as a CIO for one year. The charity is volunteer-led, we have no paid staff and a turnover of 7k. We have all our legally required policies, there are no concerns over financial management, and there are no direct beneficiaries (we’re mostly research and advocacy). I am seeking advice as my two other board members (chair and treasurer) are seeking to remove me from the board, with the threat of dissolving the charity rather than the chair being replaced with a new trustee that I could work more constructively with.

We have three trustees, including myself, and our constitution states that there must be a minimum of three trustees. Relations between myself and the other two trustees have become increasingly fractious and are no longer constructive. One of the trustees (treasurer) has already tendered her resignation but offered to stay on until we are able to replace her, which has been appreciated.

The chair is highly concerned with processes and procedures and has been focussed on restructuring and consolidating decision making with the board, which I believe to be important but not our most urgent priority. We are entirely volunteer-led, with a core group of around 10 dedicated volunteers who are the sole contributors to the charity's outputs. It's fair to say I'm at the heart of that group, leading, coordinating and supporting all the volunteers, which has taken up almost all of my time for 5 years.

The two trustees also have voluntary operational roles and attend some of the main volunteer group meeting but infrequently and have repeatedly stated that, as trustees, they are not interested in the group's input on procedures and governance, because "they won't be considered" as it is not their role or place. In more recent emails, as relations have deteriorated, and I have explained how I am struggling to reconcile their perceived priorities with the charity's actual mission delivery while they are so disconnected from the volunteer body of the organisation, the chair has written that "I do not care about how busy you are" and "I do not want to hear it". The chair has also stated multiple times that she is considering resigning and said in our most recent meeting that "she would love to" but it would not be responsible for her to do so.

When the charity was established a year ago, we agreed I would have a one-year term, while the chair and treasurer would have a three-year terms. Our constitution states no limits on how many terms a trustee can serve. My term was limited to one year because, at that time, we had concerns about there being a conflict of interest between being a volunteer CEO and being a trustee. As stated, the two other trustees also hold voluntary roles within the organisation, as well as their trustee roles. At a recent meeting they laid out how they would manage next steps as a two member board, once my term ends (this week!) and the chair had not thought about it early enough. I said my term could simply be renewed so that we stayed within the bounds of our constitution (three trustees) and since there is no conflict between being a volunteer CEO as well as a trustee, as we had previously thought. They have said they cannot consider that because they believe it is a conflict of roles, and because they believe that I do not show an understanding of what the rules for a charity trustee are, based on examples of where we disagree on the applications of the rules in the context of our charity. As stated, the charity and it's actions are all in line with charity regulations. I laid out my position that I can no longer work with the chair and requested she step down. She said she would “love to” but could not as we would not be quorate (though they are suggesting the same for me). I said that another volunteer who has been a consistently dedicated volunteer and is a responsible professional is willing to take over the role with immediate effect. The chair said again that that person could not be a trustee and a volunteer. They acknowledged that they’re also both volunteers and trustees but one has resigned to be replaced, and the chair plans to do the same. Both trustees then suggested that if we could not work together the next option would be to dissolve the charity entirely, transfer all funds to a similar mission organisation, and no longer operate as a registered charity.

I have put everything into this organisation for 5 years, we have achieved incredible things and are currently at the height of the success against our charitable aims, and there is no reason why this has to stop now. I work extremely closely with all our volunteers, while our trustees have little contact, I know that I would have the volunteers support and that there would be serious consternation if I was forced off the board of the organisation I've founded. The volunteers would all resign and the charity would collapse. This cannot be in the best interest of the charity.

I would appreciate advice from anyone with relevant experience on the following points:
1. On a board of three, do two trustees have the right to not renew the 1 year term of the willing third trustee (despite no cause for concern) without the third trustee's agreement and without having another trustee to take their place? (When the constitution states there must be a minimum of three)
2. Under the conditions above, does the third trustee have no voting rights over who their replacement on the board would be?
3. It seems to me that the Chair is clearly not acting in the best interests of the charity in her suggestion to dissolve the charity rather than renew my term, step down to be replaced with a willing responsible person, and allow the charity to continue its work and growth. Does this seem correct to others? If so, what actions should I and the volunteer board me taking?
4. Any other advice, regulatory or relationship-wise that you would you suggest for managing this situation? Are there any third parties that could be intermediaries, or should the issue go to the Charity Commission at this stage?