Group Governance

Governance issues during COVID-19

Due to the current lockdown in England, it is not currently possible to hold AGMs (or other group meetings) in person.

Updated 19/01/2021 at 15:30

AGM guidance for Charitable Incorporated Organisations (CIOs)

Under the Corporate Insolvency and Governance Act 2020, it is now possible for CIOs to hold AGMs and other member meetings online/ via other electronic means. This applies until 31 March 2021

In the specific cases of members’ meetings (not trustee / director meetings) of Charitable Incorporated Organisations or charitable companies, held between 26 March 2020 and 31 March 2021:

  • 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.

This temporary amendment is in the Corporate Insolvency and Governance Act 2020. It has been extended from 30 December to 30 March 2021.

Unincorporated Groups

An electronic meeting by videoconferencing can be held but if your articles don’t specifically allow for it, ideally you would need agreement from the membership to do so.

We have taken advice and the process would be as follows:

  1. Write to members explaining why you aren’t proposing to hold a physical AGM and outlining the plan.  You could confirm that this is an arrangement for this year only. You set this up as a consultation giving them time (to be agreed by your trustees – e.g. 1 week) to come back with any concerns of objections.
  2. The Trustees agree the rationale to hold a virtual meeting and record this decision.
  3. Assuming there are no objections from the membership, the meeting is set up in the usual way.  For video calls, all members who want to be involved would be on the AGM video call. Please note that proxy votes are not acceptable for unincorporated groups’ AGMs via video link. 

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.

Annual reports and accounts should still submitted in the usual way.

You may also want to consider amending the articles at this meeting, to allow for electronic AGMs in the future. 

For further advice and support, please contact groupsupport@rda.org.uk

Useful Links:

England & Wales

Scotland

Northern Ireland

(updated 11.11.2020)

General Governance information

We recognise that governance and management of Groups can be challenging and complex, so we’ve put together some useful resources to help Group Trustees with a wide range of issues including recruitment and incorporation, as well as model agendas and policies to help save time.

It’s also our job at RDA UK to keep up with any changes in legislation that may affect the running of Groups – and to pass on this information whenever necessary. We will be using the Groups area of this site to keep you updated of any important changes that will affect the running of your Group.

Page Last Updated: July 15, 2021