Good Governance in the Third Sector
Moving your Board Meetings Online
This month we’re publishing a series of blog posts to help organisations update their governing documents if needed, so online meetings can continue. Here’s the first blog written by our Deputy Chief Officer, Rebecca McKinney:
The process for how your organisation holds board meetings and members’ meetings such as AGMs and EGMs will be set out in your governing document. In normal times, you must follow this process.
In response to the Covid 19 Pandemic, some rules have been loosened to allow meetings to be held virtually even when this is not stated in your governing document. However, the rules are currently scheduled to revert back at the end of March, 2021. This means that if you want to continue having virtual board or members’ meetings, you may have to change your governing document. Here’s what to do next:
- Find your constitution or your articles of association and read the sections pertaining to the conduct of Directors’/Trustees’ meetings and Members’ meetings.
- Does the document specify that meetings may take place electronically or virtually?
- Or, does it have clauses stating that the meeting will be treated as taking place regardless of where participants actually are?
- Remember to check sections pertaining to both DIRECTORS and MEMBERS.
- If YES, you don’t have to make any changes to your governing document.
- If NO, read on:
If your organisation is a SCIO or unincorporated charity, see these NEXT STEPS:
1. Hold an AGM or EGM and pass a resolution to make the change to your constitution. Remember that this meeting must be quorate. At least two thirds of members who participate in the vote must agree to the change.
2. Inform OSCR within three months that you have made the change, by sending their notification form and a copy of your amended constitution. You can find out more about how to do this here. Suggested text is available via SCVO. You will need to adjust the wording and clause numbering to match your particular constitution.
Add immediately after clause 40: “40A. The board may make arrangements, in advance of any members’ meeting, to allow members to participate in the members’ meeting by means of a conference telephone, video conferencing facility or similar communications equipment – so long as all those participating in the meeting can hear each other; a member participating in a members’ meeting in this manner shall be deemed to be present in person at the meeting.”
Amend clause 44: “44 Every member has one vote, which must be given personally; for the avoidance of doubt, a vote given by a member participating in the meeting through any of the methods referred to in clause 40A will be taken to be given personally for the purposes of this clause.”
Add immediately after clause 86: “86A. A charity trustee may participate in a meeting of the board by means of a conference telephone, video conferencing facility or similar communications equipment – so long as all the charity trustees participating in the meeting can hear each other; a charity trustee participating in a meeting in this manner shall be deemed to be present in person at the meeting.”
Amend clause 90: “90. Every charity trustee has one vote, which must be given personally; for the avoidance of doubt, a vote given by a charity trustee participating in the meeting through any of the methods referred to in clause 86A will be taken to be given personally for the purposes of this clause.”
If your organisation is a Company Ltd by Guarantee WITH charitable status, follow these NEXT STEPS:
1. Hold an AGM or EGM and pass a resolution to make the change to your Articles of Association. Remember that this meeting must be quorate. At least two thirds of members who participate in the vote must agree to the change.
2. Inform Companies House of the change to your Articles within 15 days. You can find out how to do this here.
3. Inform OSCR within three months that you have made the change, by sending their notification form and a copy of your amended constitution. You can find out more about how to do this here.
Some sample statements you may insert into your Articles are:
In determining whether directors are participating in a directors’ meeting, it is irrelevant where any director is or how they communicate with each other.
or
If all the directors participating in a meeting are not in the same place, they may decide that the meeting is to be treated as taking place wherever any of them is.
And
In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other.
If your organisation is a CIC or Company Ltd by Guarantee without charitable status, follow these NEXT STEPS:
Check your CIC Articles. It is likely that these already contain a clause enabling you to hold meetings in which all participants are not in the same place. In this case, you do not need to make any changes.
If you do need to amend your articles, follow the same procedure as ‘If your organisation is a Company Ltd by Guarantee WITH charitable status’ above, but because you are not a charity, you will not have to inform OSCR.
On 24 February we’re holding a free workshop for Midlothian third sector organisations that may need to change their governing document to allow virtual meetings.
