Corporate charities: Are your articles fit for purpose in light of the proposed changes relating to remote meetings?

13th April 2022 Wills, Trusts & Estate Planning

On 25th March 2022, the Charity Commission updated its Covid-19 guidance to confirm that its flexible approach to charities holding meetings outside of the terms of their governing documents will come to an end on 21st April 2022.

Temporary position during the pandemic

During the pandemic, the Charity Commission gave trustees a degree of flexibility when conducting meetings. Their understanding approach enabled trustees to collaborate virtually and to postpone and delay meetings.

At the height of the pandemic, even if the articles did not expressly permit virtual meetings, they were permitted as long as trustees followed all other rules on meeting governance. These rules included: keeping a log of minutes, a record of the trustees’ reasoning for hosting a virtual meeting and a list of attendees to show that the meeting was quorate (at least two members in attendance in most cases).

However, as restrictions have now eased, the Charity Commission have reviewed their temporary approach. From Friday 22nd April 2022, all charities that want to cancel, postpone, or host virtual meetings, need to ensure that their governing documentation allows them to do this. 

JMW recommends taking the following action:

Firstly, trustees should review the constitution of their charity. Do the articles expressly permit virtual meetings? If the charity is a registered company, then they may have adopted the ‘Model Articles’ which permit remote meetings provided that all members can be seen and heard.

Secondly, if the governing document does not allow virtual meetings (as many older charities may not), trustees should consider if they can use any powers outlined in their constitution to amend the rules. To do so, trustees need to pass a special resolution either at a general meeting (notice of which must specify details of why it needs to be passed) or by a written resolution. They may also need to obtain prior written consent from the Charity Commission.

Thirdly, on a practical basis, trustees should consider whether their charity’s technology is fit for purpose. Does it adequately protect their data? If trustees propose to continue hosting virtual meetings, they may wish to invest in better technology, for example software that accounts for online proxies. Technology can beneficial but also a hindrance. Do the trustees have a policy in place to adequately record when a member loses connection? Trustees need to ensure that all members can always be heard and seen.

It is fundamental that trustees review their constitution in advance of 21st April 2022. They need to ensure that their articles reflect their current practice. At JMW, we can draft articles from scratch, or simply amend existing provisions, to reassure trustees that their constitution is up to date and appropriate for the charity’s circumstances.

If you are concerned about your current articles, or have any other enquiries regarding your Charity, please visit our website to make an enquiry or contact us on 0345 241 5305.

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Joe Cobb is a Partner and Head of Department located in Manchesterin our Wills, Trusts and Estate Planning department

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Laura Higgins is a Trainee Solicitor located in Manchesterin our Trainee Solicitors department

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