Despite some welcome steps towards normality, most offices remain closed and virtual meetings are likely to continue to play a big part in our working lives for some time. But charities still need to make valid decisions, even where their constitutional rules could never have foreseen the circumstances in which we find ourselves living. 

Government guidance and restrictions have changed many times during the pandemic. Before deciding whether to hold your meeting in person or virtually you should consult the latest Covid-19 Government guidance. 

It is important to remember that, however you are holding your meeting, you achieve your quorum number. This is the number of people required to attend in order for decisions to be made legally. The quorum number should be stated in your governing document. 

Hosting virtual meetings 

The Corporate Insolvency and Governance Act 2020 stated that, if you are a charitable company or a Charitable Incorporated Organisation (CIO), you could host your AGM or other members meetings (not trustee or director meetings) online, even if this is not authorised by your governing document. 

These relaxations applied until 30 March 2021 but have not been extended. 

If you made use of the provision, you must make sure the decision to hold a virtual meeting was recorded in the minutes and that all other meeting requirements were met. You should check whether your governing document allows you to hold any future meetings online or by telephone. 

If your governing document does not include a clause on virtual meetings but you decide to hold meetings online or by telephone, the Charity Commission is likely to accept your decision. However, you should record it and show that you made this decision to exercise good governance. Alternatively, you may be able to amend your governing document to formally allow virtual meetings in the future. 

Practical considerations for an online meeting 

Most of us are now used to online meeting. However, they can be tricky to manage, particularly if you have a lot of attendees. That’s why it’s important to be prepared.

• Once you’ve decided on a platform, such as Zoom or Microsoft Teams, make sure your trustees have access to the technology. If it’s new for them, help them learn how to use it by, for example, sending them links to short training videos. 
• Test the technology ahead of the meeting. This will allow you to resolve any issues. It also allows meeting attendees to check their own set-up and make sure their webcam and microphone are working correctly. 
• Many online platforms give the opportunity to record meetings. Consider if this will be useful for you. If you do want to record a meeting, make sure you get permission from all attendees in advance.
• Think about online meeting etiquette. Minimise background noise by asking trustees to either put themselves on mute when others are talking, or to make sure they’re in a quiet place. 
• If you want to hold a trustee-only section of the meeting, and you’re using Zoom, consider creating a virtual waiting room for staff. This functionality allows for the host to select participants to join the meeting and temporarily remove them. If you are recording the meeting, make sure the trustee-only part of the meeting is recorded separately. 

Postponing or cancelling meetings 

If you need to postpone, adjourn or cancel your AGM or other meetings as a result of Covid-19, you need to make sure that you follow any rules in your charity’s governing document. If there are no rules in your governing document relating to postponing, adjourning or cancelling a meeting, but you decide this is still the best course of action for your charity, you should record the reasons for this decision to demonstrate good governance.

Virtual meetings look set to become the norm for some time. Therefore, it is worth ensuring you understand your charity’s policies and procedures in relation to holding meetings online.

For any advice on these issues, please contact your usual Thomas Westcott advisor or a member of our Charities and Not for Profit team.