In a change of stance, the Charity Commission is now urging charities without rules permitting meetings to be held remotely or on a hybrid basis, to update their governing documents and to approve any previous decisions held contrary to their rules, as soon as possible.
As restrictions ease, it will become possible for charities to resume holding trustee meetings and AGMs in person. However, many charities may be reluctant to do so - for example, if they have vulnerable, or hesitant, trustees or members, or because they have discovered that remote meetings can bring particular benefits, such as reduced travel time and costs.
Not all charity governing documents will allow for trustee or member meetings to be held remotely, particularly those that were adopted before the widespread use of technology. From the beginning of the pandemic, the Commission has taken a proportionate approach to cases where trustees decided to hold online, telephone or hybrid meetings, even if it was not permitted by the charity’s governing document.
However, if trustees wish to continue holding remote or hybrid meetings where this is not permitted by the charity’s governing document, the Commission now requires the trustees to update the governing document as soon as possible. In addition, any decisions already taken at remote or hybrid meetings, should be approved without delay.
Similarly, where trustees have cancelled AGMs or other meetings, as virtual or hybrid options were not considered feasible, the Commission has until now been relatively forgiving in its approach where that breached the charity’s governing document. The Commission now requires charities to update their governing documents to amend the rules allowing meetings to be held in a valid format.
What actions are required?
- You should check your governing document to see whether you are permitted to hold online, telephone or hybrid meetings. If this is not permitted, and you wish to do so, you should now amend your governing document as soon as possible.
- If it is not possible to amend your governing document, you should:
- regularly consider the wider risks and implications of holding meetings (or postponing or cancelling meetings), in breach of the charity’s rules;
- consider requesting advice or authorisation from the Commission for your actions;
- keep careful records of your decisions and the reasons for them, demonstrating that you have considered all alternatives; and
- ensure that you are following all other rules governing your charity’s meetings.
- If any decisions have been taken at meetings held contrary to the charity’s rules, you should now take steps to authorise those decisions.
Further considerations
Whether or not virtual or hybrid meetings are permitted by your governing document, for many they represent a relatively novel way of working, bringing with that a new set of challenges.
The Chartered Governance Institute has produced guidance for companies on good practice for virtual board and committee meetings. This includes practical tips that will be useful for any charity holding virtual meetings, not only those that are companies. The guidance is available here.
How we can help
Our team of governance experts can advise you on amendments to your governing document, whether to allow for remote, or hybrid, meetings, or to make wider changes to ensure it is up to date and properly reflects how you want to operate.