London, 11 February 2021 – ICSA: The Chartered Governance Institute and leading charity lawyers VWV have today published a practical ‘how to’ guide for charities approaching their first virtual or hybrid annual general meeting (AGM) as a consequence of the COVID-19 pandemic and social distancing measures. The guidance is predominantly for charitable companies limited by guarantee (CLGs) and charitable incorporate organisations (CIOs) and relates to the flexibilities extended to charities by the Corporate Insolvency and Governance Act 2020 (CIGA) until 30 March 2021.
Louise Thomson, Head of Policy (Not for Profit) at the Institute says:
“During lockdown and while social distancing requirements have been in place, many charities have been unable to hold a physical AGM safely. Fortunately, CIGA has given charities the flexibility to postpone their AGM or make use of modern technology to hold virtual or hybrid AGMs where they would not otherwise have had the power to do so. This guidance offers practical advice to help CLGs and CIOs decide what the best option for their charity might be. It covers important considerations, such as what happens if a charity has given notice of a physical AGM, but local lockdown restrictions later prevent that meeting from occurring; voting arrangements; and changes to the governing document.”
The guidance includes suggested model wording to amend governing documents to allow for the option to hold virtual or hybrid AGMs in the future. In addition, the guidance covers the following areas:
- Obligation to hold an AGM
- The business of an AGM
- AGM planning
- The different options available to charities in terms of meeting format
- Quorum
- Questions from the floor
- Minutes and recording of votes and decisions
- Recording of meetings and GDPR.
Shivaji Shiva, Partner at VWV adds:
“Charity trustees and managers have struggled to keep abreast of the legal changes of the past year. At the same time, they have adapted remarkably well to the practical difficulties of running meetings online. CIGA does not apply to every type of charity and those charities that cannot take advantage of the flexibility it offers will need to organise and hold AGMs in accordance with their governing documents and the relevant legal framework. Such charities might wish to consider passing a resolution to amend or replace their governing document to make it easier to hold virtual or hybrid meetings in future. This would allow for greater flexibility should a similar situation arise again.”
The guidance can be downloaded for free at www.icsa.org.uk/charityAGMs.
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For further information, please contact Maria Brookes, Media Relations Manager:
mbrookes@icsa.org.uk
+44 (0)20 7612 7072
+44 (0)7890 649 143
Notes to Editors:
- The Chartered Governance Institute is the qualifying and membership body for governance with over 125 years’ experience of educating and supporting governance professionals. With a Royal Charter purpose of leading ‘effective and efficient governance and administration of commerce, industry and public affairs’, we provide professional development, guidance and thought leadership, and work with regulators and policy makers to champion high standards.
The Institute has divisions in Australia, Canada, Hong Kong/China, Malaysia, New Zealand, Singapore, Southern Africa, the United Kingdom and Zimbabwe. The division headquartered in London (known as ICSA: The Chartered Governance Institute) represents and supports members in the UK, Republic of Ireland, Crown Dependencies and associated territories, which include the Caribbean, sub-Saharan Africa, the Middle East, Mauritius and Sri Lanka. Website: www.icsa.org.uk - VWV is a leading, full service UK law firm with offices in London, Watford, Bristol and Birmingham. The firm is nationally recognised for its expertise in advising charities by independent legal directories Chambers and Partners and Legal 500, and has also been ranked in the top three leading legal advisers to charities by Charity Finance for several years.