Guidance has been issued by ICSA: The Chartered Governance Institute to help charities meet their commitments around staging annual general meetings.

This is aimed predominantly at charitable companies limited by guarantee (CLGs) and charitable incorporate organisations (CIOs) and relates to flexibilities in staging AGMs extended to charities until the end of March this year through last year’s Corporate Insolvency and Governance Act (CIGA).

This gives charities the flexibility to postpone their AGM or stage it virtually.

The guidance includes advice on wording to amend governing documents to allow for virtual or hybrid AGMs.


During lockdown and while social distancing requirements are in place, many charities have been unable to hold a physical AGM safely, said the Institute’s head of policy (not for profit) Louise Thomson.

“Fortunately, CIGA has given charities the flexibility to postpone their AGM or make use of modern technology to hold virtual or hybrid AGMs where they would not otherwise have had the power to do so.

“This guidance offers practical advice to help CLGs and CIOs decide what the best option for their charity might be. It covers important considerations, such as what happens if a charity has given notice of a physical AGM, but local lockdown restrictions later prevent that meeting from occurring; voting arrangements; and changes to the governing document.”

Also involved in producing the guidance is charity lawyers VWV.

VWV partner Shivaji Shiva added: “Charity trustees and managers have struggled to keep abreast of the legal changes of the past year. At the same time, they have adapted remarkably well to the practical difficulties of running meetings online.

“CIGA does not apply to every type of charity and those charities that cannot take advantage of the flexibility it offers will need to organise and hold AGMs in accordance with their governing documents and the relevant legal framework.

“Such charities might wish to consider passing a resolution to amend or replace their governing document to make it easier to hold virtual or hybrid meetings in future. This would allow for greater flexibility should a similar situation arise again.”

Share Story: