Coronavirus continues to have a major impact on charity events and trustees need to consider how and if they can hold meetings.
Charitable companies and Charitable Incorporated Organisations (CIOs) can hold AGMs and other members’ meetings online. 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 was extended from 30 September to 30 December 2020 but may be extended again if the government thinks this is needed. We will update with any changes if they happen.
For other types of meetings, or for any other type of charity, trustees need to check if their charity’s governing document allows them to hold meetings online or by telephone. Where it does not, an alternative may be to amend it to allow meetings to be held in this way.
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 December 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
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.