We present options for trustees around AGMs during the pandemic.
For the latest updates on holding your AGM, please see the Charity Commission’s guidance page
The question of how and when to hold an AGM during a pandemic is a challenging one for charity trustees. This is a new and rapidly changing situation, so there is a lack of guidance and practical examples, but the following information about the options for charities may be helpful.
CIOs and Charitable Companies
The Corporate Insolvency and Governance Act 2020 allows more flexibility for CIOs and charitable companies that are required to hold their AGMs. This has now been extended until 30 December.
The Act overrides the timing requirements in governing documents and allows CIOs and companies to hold members’ meetings electronically:
- 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’
Charity Commission, Coronavirus guidance
If you rely on this legislation to hold your AGM, record the decision in your minutes, ensure that all other requirements are met and have a robust voting system in place.
However, charities of this type could also use the ‘breathing space’ created by the Act to amend their governing documents to enable more flexibility around AGMs and member’s meetings in the future.
There is further guidance on the Act from Bates Wells The Corporate Insolvency and Governance Act 2020 (English only)
If your charity is unincorporated (e.g., a Trust or Association) it is not covered by the Act. However, trustees of these charities could decide to change the requirements of their governing documents about the timing of the AGM.
The Charity Commission has said that if the governing document does not explicitly allow virtual meetings, they will be understanding, but trustees should record this decision and that they have done this.
Postponing or cancelling the AGM
Trustees of any type of charity can decide to cancel or postpone the meeting According to the Charity Commission guidance:
‘If you do consider such a decision is necessary, you should follow any rules in your charity’s governing document that allow for postponement, adjournment or cancellation. If there are no such rules, but you decide that this is still the best course of action for your charity in the current circumstances, you should record the reasons for 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.’
If your charity is a company, the governing document may allow the annual report and accounts to be filed before the AGM, if your AGM “considers” rather than “approves” the accounts, in which case this is a matter for the trustees/directors rather than the members, but you may wish to seek advice on this.
However, if this is not an option and the decision will make it difficult to submit your annual report and accounts on time please contact the Charity Commission to request a filing extension, including the charity name and registration number: email@example.com
- Check the Charity Commission coronavirus guidance page which will be updated with the latest information. There is a section on holding meetings and AGMs.
- Check your charity’s governing document to see what it says about AGMs. This should tell you what degree of flexibility you already have in relation to holding the meeting.
- Consider what is in the best interests of your charity and its members.
- Based on the guidance, consider all your options, which could include. postponing, proceeding virtually, or amending your governing document.
- Make sure you fully minute and record all decisions taken to demonstrate good governance.
If you’re not sure how to proceed, your local CVC can assist you with working through the options and coming to a decision. You can find contacts details for your CVC here Third Sector Support Wales
You can also call the Charity Commission contact centre on 0300 066 9197 (Open Monday to Friday, 9am to 5pm)
If the situation is ambiguous or involves risk, you may want to consider getting some legal advice. If you don’t have a legal advisor, get in touch with your CVC, or WCVA, and we will do our best to signpost you to sources of advice