Not 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