Does Your Charity Need an AGM?

AGM imageNot all charities have members or need to have an AGM. The governing document should be checked to see if an AGM is required. A charitable company is only required to hold an AGM where stipulated in its articles of association. If the governing document does not require an AGM, the charity trustees may wish to call one (perhaps calling it a users’ meeting to avoid any confusion with a formal AGM).

Whether the charity is required to have an AGM or simply organise a users’ meeting, the charity trustees are only bound to act on decisions taken by the members where the governing document directs that those matters have to be decided at such a meeting. It is important that charity trustees are clear about the status and purpose of the AGM and that this is clearly communicated to those attending.

Unless the governing document states otherwise, the notice of the AGM will need to be sent to all the members of a charity and to any other people entitled to receive them. Some charities may be required to have an AGM or users’ meeting but not have a membership (for example, a village hall charity). In these cases, the instructions in the governing document about advertising the meeting must be followed. The governing document may state the number of days notice that must be given for calling an AGM. If it does not, reasonable notice should be given.

The commission recommend that copies of the charity’s annual report and accounts are either sent to each member, or made available at the venue prior to the start of the meeting (a company must send copies to all of its members). Anyone can by law request a copy of the accounts from the charity at any time. The charity is entitled to charge a reasonable fee for this.

The governing document may specify the information to be contained in the notice calling an AGM and company law imposes certain requirements in this respect. In all cases the commission recommend, as a minimum, that the notice calling the AGM sets out:

  • the date and time of the meeting
  • the venue
  • the details of the business to be considered (which will probably be mandatory items at this stage as members resolutions may not have been received)
  • an invitation to propose resolutions, and
  • if appropriate, requests for nominations (or the names of proposed nominees) for officers to be elected

More information and guidance can be found here

Holding Charity Meetings During Lockdown

Charity Commission LogoFrom the Charity Commission

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.

Charity Group AGM sample agenda

Annual General Meeting 2017The aim of the AGM is to provide the charity trustees and/or officers the opportunity to explain their management of the charity to the members. It also provides the members of the charity with an opportunity to ask questions before voting on business items on the agenda.

The business that must be considered by the AGM will usually be specified in the governing document or by underlying legislation. However, the charity trustees can include any other additional items of business they feel appropriate.

Specimen notice for an Annual General Meeting for an unincorporated association:

Note: If you use this example, you will need to insert details about your charity and its named personnel, and your particular AGM meeting in the square brackets [] and those named here in red.

[Name of Charity]

Notice of Meeting

NOTICE IS HEREBY GIVEN that the [15th] Annual General Meeting of [Name of Charity] will be held at [insert full address details] at [insert time and date] to transact the following business.

AGENDA [delete as required]

1. Minutes of the previous meeting

To be agreed and matters arising.

2. Reports and accounts

To receive and consider the accounts for the year ended [date] and the reports of the charity trustees and auditors.

3. Auditors

To appoint Messrs Search and Checkit as the auditors.

4. Auditors’ remuneration

To authorise the charity trustees to set the level of the auditors’ fees.

5. Appointment of charity trustees

Please see the attached election addresses for further information about each candidate.

To re-appoint Mr I Dogood for a second period of [insert number] years.

To re-appoint Miss I Could Dobetter for a second period of [insert number] years.

To appoint Mr I M Knowitall as a replacement for Mrs I Mustgo who retires after [insert number] years service.

To confirm the appointment of Mrs G Benevolent who joined the Board on the [insert date] to replace Mr I Movedon.

[Nominations are required for the following officers [insert details] and must be received by [date].]

[Nominations for the position of Trustee must be received by [date].]

[NB details of how to make a nomination are available from the Secretary.]

6. Alteration to the Constitution

To consider and vote upon the following resolution.

That clause [insert details] of the [details of governing document] be amended to read [insert text of resolution].

7. Members proposed resolutions

Details will be given once proposed resolutions are received. Proposed resolutions should be sent to the Secretary by [noon] [14 days prior to the date of the meeting]. A revised agenda will be issued by [7 days prior to the meeting].

8. Any other business

To deal with any matters raised at the meeting.

By order of the Board of charity trustees

[insert name]

Secretary

[insert date of notice]

You can find the online version of this Sample Agenda here