Further Extension for Meetings for Corporate Charities
In November, we published an Article, "AGMs - CIGA 2020 Temporary Provisions" following the extension period in which companies and "other qualifying bodies" - including incorporated charities can hold meetings under the Corporate Insolvency and Governance Act 2020 ("CIGA 2020").
The CIGA 2020 introduced temporary provisions authorising incorporated charities with no provisions in their constitutions allowing them to hold meetings electronically - to do so, which would enable them to continue to operate and hold meetings in compliance with Coronavirus social distancing rules.
The temporary legislation has now been extended for corporate bodies that were required by the constitution to hold their annual general meetings between 26 March 2020 and 30 December 2020, to 30 March 2021. Whilst the legislation could be extended further, we would still advise all charities to include express provisions in their constitutions to hold meetings electronically as the CIGA 2020 may not be extended indefinitely and only applies to incorporated charities.
The legislation applies to incorporated charities which include companies, charitable incorporated organisations and registered societies within the meaning of the Cooperative and Community Benefit Societies Act 2014. The extension of the relevant period means that these organisations can continue to hold meetings online even if there are no express provisions in their Articles or governing documents allowing this and/or postpone their annual general meetings in the event that they are unable to meet.
For unincorporated charities, these organisations will have to continue to rely on Charity Commission guidance in terms of holding meetings electronically. Trustees must therefore check their charity's governing documents to see if they can hold meetings online, and also The Charity Commission's guidance.
The Charity Commission's current guidance is that it will understand if meetings are held electronically even if there is no authorisation in the charity's governing document, but this decision to hold meetings electronically should be documented in minutes and all decision making should be clearly minuted as usual. The Charity Commission also suggests that where trustees do not have provisions in their governing document to hold electronic meetings, they should consider amending their charity's constitution.
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.