Charity trustees typically meet several times a year, and many charities are required to hold annual general meetings (AGMs). This article considers how meetings can lawfully be held while social distancing means that meetings in-person cannot take place, specific issues relating to AGMs, and good practice for virtual meetings.
Charities are likely to have to make important and potentially difficult decisions given the current financial stresses. It is essential that such decisions are taken properly, by a quorate board of trustees, and appropriately recorded. Trustees should ensure they are familiar with the decision-making process and any considerations that should be taken into account.
If they wish to hold a virtual meeting, trustees first need to consider the constitution of their charity. Does it expressly provide for virtual meetings (whether by Zoom, Teams, Skype or similar, or by conference call) to be held? If your charity is a registered company then it may have adopted the ‘Model Articles’ which permit virtual meetings providing all participants can be heard and can vote.
If there is no express provision, then the general law provides that a trustee meeting can take place as long as all participants can both hear and see each other, meaning that Zoom etc meetings are permissible. However, given that on occasion there may be participants whose video fails or who can dial in by audio only, it would be prudent either to record the express approval of all trustees (whether or not they are joining the meeting) to the arrangements, or, if possible, to amend the constitution to permit any form of virtual meeting.
Most charities and other not-for-profit entities will be required by their constitutions to hold AGMs, for instance to receive (or even approve) the accounts for the last financial period, to elect officers and trustees whose terms have expired, to appoint auditors, to add to or amend their constitutions, and the like. Quite often, constitutions require an AGM to be held in every calendar year and/or within 15 months of the previous year’s AGM: if this is the case, not holding an AGM in 2020 is probably not an option.
Unless your constitution allows general meetings to be held virtually, then you will need to hold an actual meeting. You need to check on the quorum provisions to see what requirements there are for the number of actual attendees. Conceivably, it may still be possible for a small number, say for example if the quorum is two members, to hold the meeting in the charity’s offices and have the two members (who could be members of the trustee board) attend as a matter of the necessary business of the charity. You will need to impress on members the importance of completing and sending back proxy forms so that any other quorum or voting thresholds can be met. A number of charities now use electronic voting arrangements for their elections, so those parts of the AGM agenda could still be achieved in any event. If a quorum is unlikely ever to be achieved in the present lockdown, consider also whether it would be appropriate to call but immediately adjourn the AGM to a later date.
The Charity Commission acknowledges that some charities may find it impossible to hold an AGM in the foreseeable future (particularly if it is impossible to finalise annual reports and accounts) and in such circumstances it recommends that trustees should record this decision to demonstrate good governance of the charity.
If you are unable to file your annual reports and accounts to the Charity Commission on time, you can email the Commission to make a request for an extension.
Lastly, it is important that charities (indeed any legal entities) keep their constitutions under regular review to ensure that what is in their articles and other constitutional documents reflects their current practices. In light of this pandemic, one point to consider is whether you can hold virtual or hybrid type meetings not only of your trustees but also of your members.
There are also a number of practical considerations. Virtual meetings are now very common in many workplaces, but some trustees may not be so familiar with virtual meeting technology. Well before a meeting, the organiser should check that all trustees and/or members are confident in using the technology, and that their cameras and audio are working. It might be useful to have a dry run of a meeting to iron out any potential issues.
The meeting organiser should also give guidance on meeting etiquette: for example asking participants to mute their microphones when they are not speaking, using headphones if they are likely to be overheard discussing confidential matters and ensuring that they are, so far as possible, free from distraction (for example, ‘visits’ by children or pets).
The meeting should be properly minuted, as usual, and it should be clear who is to take the minutes. It is possible to record virtual meetings but trustees should consider carefully whether they wish to do so. The recording itself would be a disclosable document for the purposes of litigation or a subject access request, so a carefully recorded set of minutes would usually be a more appropriate record of key decisions.