COVID-19 - OPTIONS FOR YOUR IRISH CHARITY'S AGM

Posted by Van Geraghty on Wednesday, 25 March 2020

Company Secretarial Services | Corporate Governance | Compliance

Tel: +353 (0) 505 34101 Email: vgeraghty@komsec.ie

 

Coronavirus has no race - Photo by visuals on Unsplash

COVID-19 - OPTIONS FOR YOUR IRISH CHARITY'S AGM

The Covid-19 pandemic is having a huge impact on charities in Ireland most of whom will have to reconsider their AGM arrangements this year. All companies in Ireland must hold an AGM every calendar year. The following are suggestions to take into account for planning the AGM this year:

DELAY

Consider delaying the AGM, taking the following into account:

• The length of time between one AGM and the next can be no more than 15 months.
• No more than 9 months between the year end and the AGM date.

The good news is that the Companies Registration Office announced this week that Annual Returns due between now and the 30^th June will deemed to have been filed on time if all elements of the return are completed and filed by that date.  They are reviewing the situation and this date may be extended again. 

 The Charity Regulatory Authority do not currently propose to formally extend filing deadlines. This may be reviewed.

WRITTEN RESOLUTION

Check your constitution to see if holding an AGM via Written Resolution is an option. The Written Resolution would need to be signed by all of the Members entitled to attend and vote at the AGM.  This is may not be practical for charities with a large membership. In that instance, consider attendance by proxy.  

USE OF PROXIES

Arrange the AGM attendance by use of proxies, subject to the constitution. Ensure the proxy form offers alternate proxy holders and permits appointing a substitute, doing so will avoid the risk of a of an absent proxy holder and the member’s voting preferences not being counted.

VIRTUAL MEETINGS

Irish Company Law does not allow virtual meetings. However, subject to the constitution, a hybrid general meeting may be possible. This is where a physical meeting is held and facilitates electronic participation.

•        The Chair must be able to identify Members present which could tricky in a virtual AGM if the member is not visible.
•        Attendees must be able to both speak and vote at the meeting.

The use of any proposed technology needs to be tested in advance to include the above requirements and also ensure electronic votes can be counted. The AGM notice should also include a helpline number for any member having difficulty joining the meeting.

Consider the possibility that the technology may not work due to Covid-19 and certainly should not be trusted for a quorum.

You could arrange the AGM by proxy and still hold a virtual meeting to facilitate participation.

WHAT IF FINANCIAL STATEMENTS ARE NOT READY?

If the Financial Statements are not ready, the charity can hold the AGM and then immediately adjourn it.

Alternatively, hold the AGM, deal with all items that should be dealt with i.e. reappoint the Statutory Auditors, change of Drectors, Special Resolutions (if any).  Adjourn the meeting when the Financial Statements are to be dealt with. The meeting is then reconvened at a time and place determined by the Directors when the Financial Statements are ready.  The reconvened AGM only deals with unfinished business from the adjourned AGM i.e. present the Financial Statements to the members.  

Canvassing members on this option is recommended best practice.

COMMUNICATION

Finally, communicate clearly with your members and stakeholders. Explain that in light of the current global health emergency, the charity must comply with legal restrictions imposed by the Government and the HSE. Being open and transparent with your members should migate any risk of the charity being accused of unreasonable behaviour.

As always if you have any questions on this article or are struggling with any governance issue for your charity, please do not hesitate to contact me or one of my colleauges in KomSec. 

Keep well and safe.

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