Given the shift towards remote working many of us have taken this year, it is unsurprising that we at the Alliance have had a large number of questions recently about how to hold digital Annual General Meetings (AGMs) and board meetings. Below, we share some learnings from our recent AGM, held in December, and provide a reading list of helpful sources to consult.
Digital meetings can bring us together from different corners of the globe, but they can also be isolating if the technology isn’t working, and they can be challenging to chair. We have learned that sometimes the simplest technologies can be the best (for example to enable voting), and that having dedicated technical support is crucial. How to make digital meetings as engaging as possible and finding tactics to battle ‘Zoom fatigue’ are perpetual challenges we are all still trying to solve. However, creating time for introductions, doing detailed digital housekeeping, encouraging the use of video where possible and creating a space to convene discussions afterwards are all steps we are trying to take to make large meetings more user-friendly. Oh, and definitely don’t forget to hit record!
Sources of guidance about holding digital AGMs and Board Meetings
From the regulators
If you are regulated by the Scottish Charity Regulator there is guidance for SCIOs on their website about governance in the context of COVID-19 which covers AGMs.
- Your governing document will need to be consulted to see whether it covers remote meetings, and if not, you might need to update it. If your documents prohibit online meetings you might need to delay an AGM and consult OSCR,
- OSCR clarifies if your governing document doesn’t cover online meetings and “If you cannot make these changes, we are happy that charities hold their AGMs in this way even if the governing document doesn’t say anything about this. This will allow charities to have important discussions and to take decisions at this difficult time. Where you decide to hold your AGM virtually, you should record this decision, including any voting mechanisms to demonstrate the good governance of your charity”
- This relaxation is likely to last until 30 March 2021, and if you need to make changes to your consitution to allow for online meetings, OCSR have an online form for you to request changes to your charity, please consult the OSCR guidance for further details.
If you are also regulated by the Charity Commission for England & Wales there is guidance for CIOs which covers your options for AGMs and holding online meetings.
- For more information about the temporary amendment to the Corporate Insolvency and Governance Act 2020 which has been extended, please see the UK Government website
From networks and intermediary bodies
If you are a Scotland-based charity there is guidance on the SCVO website about holding digital board meetings and AGMs given the restrictions in place and a useful overview of digital tools and functionality you can use. SCVO also recently shared a blog about their own digital AGM experience and there are a number of recordings of useful governance related events including:
- webinars focused on governance issues like difficult decision making, diversity and recruiting new trustees, and trustees as employers
Our COVID-19 Legal FAQs compiled in August 2020 and provided by CMS Cameron Mckenna Olswang Nabarro covers AGMs briefly on page 11
- Inspiring Scotland have developed guidance on charity governance and COVID-19 (PDF) for Scotland based charities, which includes tips on holding remote meetings on page 4
From legal experts
- Turcan Connell have an article about Charity Governance with Scots Charity Law in mind, covering what to do about meetings and AGMs (correct as of 8 April 2020)
- Bates Wells have developed a Coronavirus guide for Charity Members Meetings which is designed with English Charity law in mind but may be useful to read nonetheless (correct as of 20 July 2020)
- Burness Paul have tips for legal compliance for virtual board meetings (circa 8 minutes reading time)
Where to get more help and support:
- If you have any queries about COVID-19 and AGMs, in the first instance check your governing documents and then consult with OSCR or the Charity Commission if you have questions
If you are a member of SCVO, you can contact their information service for more advice
- If you are a CEO or Chair looking for further support and to hear from peers, you can attend ACOSVO’s COVID-19 online events and support calls
- If you would like to seek specific legal advice, you can contact TrustLaw for pro-bono legal advice and if you are a member of the Alliance there is a speedy referral mechanism for contacting TrustLaw
- If you are a charity who would like to seek digital advice, you can contact SCVO for free DigiHelp or contact Digital Candle for a one-hour free digital support call
- If you are looking for further information about using different video conferencing software The Catalyst have a useful overview of tools and guides for using Google Hangouts, Skype and Zoom including digital security advice
- If you are looking for more information about good governance you can view information from Trustee Week 2020 on the Scotland’s Third Sector Governance Forum website
Practicalities to consider holding large digital meetings:
- What could you do to make the meeting more accessible and inclusive for all of your attendees? For example, do you need to provide subtitles? Would it be helpful to have mail in ballots in addition to online voting? Are there multiple ways for participants to engage with the meeting to ask a question?
- Do you need to provide dial in options for mobile and landline numbers joining from around the world? And will they be toll-free for attendees?
- Do you have a budget for using an online software or does the solution need to be free?
- What steps have you put in place to manage risks at the online meeting? What happens if the WiFi connection for a chair drops out?
- What steps have you put in place to safeguard online attendees? If you are using video, do you want to utilise virtual backgrounds? How much information about attendees is available and shared amongst participants? Importantly, did they consent to that information being shared?
If you are already member of the Alliance, and would like to join our discussion about digital AGMs you can comment and share experiences on our dedicated discussion thread via the Alliance’s online forum.
You can also read our COVID-19 information list under the resources section of our website.