Annual General Meetings

Some charities have a requirement in their governing documents to hold annual general meetings.  This is typical for charities that have a wider voting membership, and whose members’ role in the charity is to hold the trustees to account for the fulfilment of the charity’s mission or to elect the trustees

Charities are only required to hold an annual general meeting if it is a requirement of their governing document.

If holding an annual general meeting serves no practical purpose for ensuring the good governance of the charity - in particular if the voting members are all the same people as the charity’s trustees - or are no longer interested in exercising their voting rights, it would be expedient to amend the charity’s governing document to remove the requirement.  This is an administrative change that would not require the prior written consent of The Charity Commission.

Some membership charities’ governing documents will require them to hold an AGM each year to conduct specific business such as:

  • receiving and considering the charity’s accounts;
  • elections of the charity’s trustees; or
  • the appointment of the charity’s auditors or independent examiners.

Some membership charities will be due to hold their AGMs, but the social distancing requirements and compulsory measures prohibiting gatherings of people in one place mean that they cannot physically hold these. 

The Charity Commission has issued guidance suggesting that charity trustees can postpone or cancel an AGM or other critical meeting where they have no choice but to do so.  The Charity Commission advises trustees to record their decision to demonstrate good governance and the rationale for their decision.

Where necessary charity trustees should also take advice on the adjournment, postponement or cancellation of the charity’s AGM and in particular if it could delay the finalisation of the charity’s accounts.

For further information please contact Gerry Morrison on gerry.morrison@rollits.com

Posted on: 28/04/2020

This article is for general guidance only. It provides useful information in a concise form. Action should not be taken without obtaining specific legal advice.

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