Annual General Meetings (AGMs)
Updated: Sept 2020
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.
Two pieces of legislation were recently passed in August 2020 to address practical issues that have arisen for business as a result of the COVID-19 pandemic:
- Companies (Miscellaneous Provisions) (Covid-19) Act 2020, applying to companies and cooperative societies
- Civil Law and Criminal Law (Miscellaneous Provisions) Act 2020, applying to unincorporated bodies
Most of the provisions will apply for an interim period, expiring on 31 December 2020. This period may be extended by the Minister on multiple occasions up to 30 June 2021.
The main points to consider, including the recently updated legislation are:
- Organisations have until 31 December 2020 to hold their AGM, instead of within the timeframe required under law, i.e. nine months from a company’s financial year-end, or under the organisation’s constitution.
- Organisations are enabled to convene and hold general meetings – AGMs or EGMs – by virtual means, eg. via Zoom or Microsoft Teams, provided all those entitled to attend have a reasonable opportunity to participate. This overrides any provisions in an organisation’s constitution that might otherwise prevent them from doing so.
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
- The date, location and/or means of holding an AGM may be changed at any time up to five business days prior to the scheduled time, rather than by way of formally meeting and adjourning,
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.
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
Updated Useful resources on guidance for boards, with specific reference to new legislation, have been made available to The Wheel by A&L Goodbody, whose assistance we appreciate.
If you have any queries on the topic of AGMs please contact our Director of Finance, Tony Ward – firstname.lastname@example.org.