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Annual General Meetings (AGMs) and COVID-19 – can we postpone?

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Clearly, social distancing and personal safety requirements make a conventional Annual General Meeting impractical or impossible. The government and Charity Commission recognise this and offer precise advice on how to go about postponing or cancelling AGMs and other critical meetings.

Reasons for postponing

You will have particular reasons for wanting to postpone, perhaps primarily because of the importance placed upon a physical meeting where members are being asked to vote. But postpone you may, so long as you follow the guidelines. And there are other options if you do not wish to postpone but still observe social distancing.

Key guidance points

Charity trustees who cannot hold an AGM or indeed any important meeting in compliance with their governing document must ensure that the decision is recorded by the charity.
It should be recorded 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. You should continue to report any serious incidents in line with existing guidance

Key date parameters

AGMs for companies or Charitable Incorporated Organisations (CIOs)

  • Any due to be held after 26 March 2020 and before 30 September 2020 can be delayed until 30 September 2020
  • 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 document
  • The deadline may be extended if the government thinks it is necessary

 

AGMs for unincorporated charities

  • These are not covered by the directive but trustees may, as an alternative, change the requirements in the governing document about timings.

 
Annual reports and accounts

Charities worried that they may not be able to file annual returns on time should ask the Charity Commission for an extension. Wherever possible try to get your annual reports in on time, but if your postponement or cancellation makes it difficult to finalise annual reports and accounts, you can ask the Charity Commission for more time.

Virtual meetings

Many VCSE organisations have already made extensive use of videoconferencing and telephone of course. You can find more help on this at our earlier feature here. Some charities already have clauses in their governing documents that allow them to meet this way. Trustees should check their governing document and see if they can make amendments to make changes as to how and when meetings are held. If there is no such clause in the governing document and you decide to hold meetings by phone or video, you should record that decision to demonstrate good governance.

Whatever alternate format you choose, you should still adhere to the procedures laid down for your AGM.

  • How many days’ notice do you need to give and where does it need to be advertised?
  • Who must you invite and who may be invited?
  • Can you structure your virtual meeting to follow the proper format?

 

Voting

  • 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 will need 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

 

Opportunities

Some VCSE organisations prefer short and succinct AGMs, dealing with the essential business only; others prefer to feature the key business as the focal point of a longer meeting or conference. Either way, there is the opportunity to present to your members and stakeholders how your organisation has adapted and managed its delivery to service users during the COVID-19 pandemic. In our frequent News Articles you’ll find numerous examples of how VCSE organisations across Norfolk are coping – you may find your own experiences reflected there!

For more detailed advice visit the government’s ‘AGMs and other meetings: postponing or cancelling meetings’, the Charity Commission’s advice and guidance (Section 10) and a supportive statement from the Charity Commission here.