Annual General Meetings (AGMs)
All organisations, including charities are required to hold annual general meetings. For unincorporated charities their constitutions will guide them in terms of requirements. All companies governed by company law in Ireland, the most recent act being the Companies Act 2014, are required to hold an Annual General Meeting (AGM), such AGM being held not more than 15 months later than the AGM in the previous year.
Under the current Covid-19 pandemic and restrictions on movement, including planned phased relaxation of those restrictions, many charities which are constituted as companies (mainly companies limited by guarantee – CLG) are unable to hold their AGM in a traditional face-to-face format and below we outline some general guidance.
- In the first instance any company should look to its own Constitution (memorandum and articles of association) which will contain provisions on AGMs – notice required, definition of a quorum, how proxies may be obtained for absent members etc.
- If your Constitution allows the AGM to be held with one, or a small number of members physically present in a physical location, it may therefore be possible to safely hold an AGM once that minimum number are physically present and in addition, that you have sufficient proxies to meet the necessary quorum.
- Many Constitutions appear not to state whether members can participate in an AGM by remote video link – by not ruling this out and with particular reference to section 176 of CA 2014, remote participation may be possible in the AGM
- However companies need to be careful about how this is discharged as if something goes wrong on the day, there is a faulty internet connection, members have technical difficulties joining the meeting, the AGM might run the risk of not being properly constituted and have to be adjourned – in which case there are usually detailed provisions about the re-convening of such an AGM
- In obtaining proxies which is also usually outlined in the Constitution, it appears in most cases the requirement to have such proxies signed can be discharged by a scanned document and the requirement to have it delivered to a physical location can be discharged by ensuring such scanned proxies are obtained, by e-mail or otherwise, by the chairperson of the meeting at the physical location of the meeting.
Please note that the above are general points of information and not legal advice – if any charity has any doubt about the conduct of its own AGM, please seek legal advice on this matter.
There appears also to be general agreement that in this current crisis, whatever approach to holding an AGM a charity company chooses, open and full communication with members around the statutory event known as the AGM is a good idea. This would include:
- Letting members know in advance what approach you are adopting
- Sharing information ahead of time and welcoming comments from members that can be discussed at the AGM
- Emphasising the importance of public health and safety and the directors’ duties to the charity that nobody’s health is put at risk and that all official advice is observed
There is a possibility that the Companies Act might be amended through legislative provision to accommodate current challenges in holding an AGM – for up to date information please go to the Companies Office website.
Useful resources on guidance for boards have been made available to The Wheel by A&L Goodbody, whose assistance we appreciate. This covers a wide range of business continuity and governance considerations applicable to all companies, and there is a reference to AGM considerations.
If you have any queries on the topic of AGMs please contact our Director of Finance, Tony Ward – email@example.com.