If your group is a charity and wishes to continue holding electronic or hybrid meetings, you might need to update your governing documents.
Throughout the Covid pandemic, the Charity Commission for England and Wales took a flexible approach towards charities’ meetings to ensure they could still operate safely. Charities could meet online, by phone or have hybrid meetings, and could also postpone or cancel general meetings (AGM, SGM), even if their governing documents did not allow this.
This flexibility ended on the 21 April, which means if your governing document does not allow for electronic or hybrid meetings, you should no longer hold them. However, you could consider changing your governing document to allow them (see below).
Charities Act 2022
The Charities Act 2022 gained royal ascent earlier last year and there will be a phased implementation over the next 18 months. The Act will bring several changes for charities, and the two most likely to impact our members are:
Making it easier to pay trustees for goods provided to the charity, where it is in the best interest of the charity – expected to come into force in autumn 2022.
Making it easier to change you constitution – expected to come into force in autumn 2023.
Both measures will help ease the administrative burden on trustee who volunteer their time to run charities. The Charity Commission will provide more information on the details of these measures closer to implementation, and we will keep you updated.
Another big change due with the Charities Act is around how charities can borrow from funds held in permanent endowments. We don’t think this will impact members, but if you do have permanent endowment it is worth looking at – and do get in touch if you have questions.
Find out more about the Charities Act:
Updating governing documents to cover online meetings
What needs to happen will depend on your current governing document; there are likely to be three scenarios:
- Document specifically mentions and allows online meetings:
you don’t need to do anything – you already have the clauses you need.
- Document specifically mentions and does not allow online meetings:
changes to allow online meetings required.
- Document does not specifically allow or disallow online meetings:
this might mean online meetings can go ahead – but there is ambiguity, which is not ideal for a governing document and it is best to be clear about this.
Most governing documents deal with trustee meetings and general meetings in separate clauses – so check both as they could allow for different things.
What do you need to change and how?
To make changes to your governing document, most likely you need to call a general meeting. This can be your next AGM or you can call either a Special or Extraordinary General Meeting (SGM or EGM). Your governing document will use one of these terms – they are basically the same thing. Check your governing document for how to call the meeting. There should be a minimum number of days’ notice you have to give, details on what information you have to send to members (most likely a resolution detailing the changes you want to make) and a quorum to make it legal. Read our resource on running general meetings to find out more.
Making the changes: the Charity Commission’s template government document for a CIO has clauses allowing for online meetings. Any type of charity could use these clauses as a basis for allowing electronic meetings.
Below is an extract from the Charity Commission’s template governing document clauses:
‘Participation in meetings by electronic means:
A meeting may be held by suitable electronic means agreed by the charity trustees in which each participant may communicate with all the other participants
Any charity trustee participating at a meeting by suitable electronic means agreed by the charity trustees in which a participant or participants may communicate with all the other participants shall qualify as being present at the meeting
Meetings held by electronic means must comply with rules for meetings, including chairing and the taking of minutes.’
Check your existing clauses around calling, holding and voting at trustee and general meetings, and make sure they don’t contradict the new clause. You might need to remove wording or add new wording to make sure everything dovetails. For example, if your governing document says:
- ‘The Annual General Meeting shall be held at a time and place determined by the trustees’, you could amend it to: ‘The Annual General Meeting shall be held at a time and place, including by suitable electronic means, determined by the trustees’.
- Or it might refer to a quorum being ‘at least 10 members present in person’, in which case you could remove ‘in person’.
Remember also that if you add a new clause, you need to adjust the numbering of subsequent clauses and check if any clauses in the document refer to other clauses, and adjust accordingly for new numbering.
Voting: you will most likely have to have a vote at the general meeting to pass the changes. Online meeting platforms normally have a voting or polling function you can use. Make sure you test how this will work and that you can accurately count the votes. Read our resource on running general meetings to find out more.
Notifying the regulators: for a change like this you don't normally need prior permission from the Charity Commission – but do check your governing document to make sure, as it may say that you do. Assuming you don’t, then you can make the changes at a general meeting and then you must tell the Charity Commission about the changes as soon as possible, which can be done via your online account. If you are Charitable Company, you need to let Companies House know too.
You will need to provide a copy of the resolution with the proposed changes, minutes of the meeting showing voting results, and a copy of the new governing document.
If you have any questions about making these changes, please do get in touch.