Current advice on holding AGMs and other meetings
Published by Debbie Baverstock on Tue, 15/09/2020 - 10:24
Can I cancel or postpone my charity’s AGM or other key meetings?
The Charity Commission advises Charity trustees who cannot hold an annual general meeting (AGM) in compliance with their Articles of Association must ensure that the decision is recorded by the charity.
Any record of such decisions should record that the decision was taken in response to the current health advice, and that plans to hold the AGM will be implemented as soon as reasonably possible after government advice on holding meetings changes.
AGMs and other meetings: postponing or cancelling meetings
Coronavirus is having a major impact on charity events and the government’s health advice may lead to some charities having no choice but to decide to cancel or postpone their AGMs and other critical meetings. Depending on the type of charity and meeting, there is some flexibility that allows them to do this:
• AGMs for companies or CIOs: any that had to be held between 26 March 2020 and 30 September 2020 can be delayed until 30 September 2020 at the latest. This is allowed by the Corporate Insolvency and Governance Act 2020 and also applies to community benefit and friendly societies. It temporarily overrides the timing requirements in a charity’s governing documents. This deadline of 30 September may be extended if the government thinks this is needed. We will update with any changes if they happen.
• AGMs for unincorporated charities are not covered by the new law but an alternative for trustees of these charities is to change the requirements in the governing document about their timing.
If neither of the above flexibilities applies, trustees of any type of charity can decide it is necessary to cancel or postpone any meeting, but you should record this decision to demonstrate good governance of your charity.
This is particularly important if it is not possible to hold your AGM which may make it difficult for you to finalise your annual reports and accounts. Wherever possible, we would ask you to try to get your annual reports to us on time. However, where the situation impacts on the completion of annual returns and accounts, charities with an imminent filing date can email us.
Please include your charity name and charity registration number when you email us: email@example.com
Holding meetings online or by telephone
In the current situation, it may be difficult to hold face-to-face meetings. Some charities have clauses in their governing documents that allow them to meet virtually or to use telephone facilities, so we advise trustees to check their governing document and see if they can make amendments themselves to facilitate changes as to how or when meetings are held.
Generally, if there is no such clause in the governing document and you decide to hold meetings over the phone or using digital solutions, we will understand but you should record this decision and that you have done this to demonstrate good governance of your charity.
In the specific cases of members’ meetings (not trustee / director meetings) of Charitable Incorporated Organisations or charitable companies, held between 26 March 2020 and 30 September 2020:
• they may be held by phone / video or other electronic means, even if the governing document requires them to be held physically face-to-face
• members still have the right to vote, but the charity can require this to be done electronically, or by other means (such as by post)
• members will not have the right to attend a meeting in person or participate in meetings other than to vote
You can use these provisions if you feel it is in your charity’s best interests to hold the members’ meeting virtually rather than to defer it at this current time. If you rely on these provisions, you must ensure that this decision is recorded in the minutes and that all other meeting requirements are met. You should ensure that you have a robust system to ensure only those eligible to vote can do so and that you record who has voted and the percentages of votes cast.
This temporary amendment is in the Corporate Insolvency and Governance Act 2020 and also applies to exempt charities that are community benefit or friendly societies. It lasts until 30 September 2020 but may be extended if the government thinks this is needed. We will update with any changes if they happen
The charity Commission also points you to the link below..
There is no information beyond 30th September.