Over the last month, charities have adapted to holding trustee meetings remotely. This may be a new process for many charities, whose trustees would normally meet in person. The Charity Commission has therefore issued a timely reminder of its guidance – CC48: Charities and Meetings – to help trustees to review the requirements of a valid meeting. This is particularly important at the moment, as many charities will be making very important decisions.
In particular, most charities will have already started holding trustee meetings through video conferencing and there are a number of platforms for this such as Zoom, Microsoft Teams, Google Hangouts and others, some of which are free of charge. This article highlights some key things to consider when deciding what method to adopt when holding your meetings.
What is a valid meeting?
The first place to check is your governing document (you may refer to this as your constitution or Memorandum and Articles depending on your structure). Your governing document will specifically state the number and type of meetings that must be held. It may also authorise other ways to hold a meeting such as via teleconferencing or by circulation of papers. However, if your constitution is silent on other ways of holding meetings, then CC48 clarifies that:
The courts have accepted that a valid meeting normally consists of at least two people who can both see and hear each other. This means that telephone conference facilities generally cannot be used to transact business where the governing document or the law requires a meeting. However, there may be circumstances (eg where one or more of the trustees has a disability) where special arrangements may be able to be made.
In a separate press release of 8 April, the Charity Commission stated:
Where there is no such clause in your governing document and you decide to hold meetings over the phone or using digital solutions, we will understand but you should record this decision and that you have done this to demonstrate good governance of your charity.
Actions for you to take
- Review your constitution – what forms of meeting does it permit? If it allows for teleconferencing, then you can proceed with that but you may still choose to opt for video-conferencing where possible, as it means you can see the other trustees too, which may enable better discussion of key decisions before you proceed towards voting on matters. Remember that the purpose of holding trustee meetings is to allow for discussion of key issues in order to make informed decisions collectively as a Board of trustees.
- If your constitution does not allow for teleconferencing, then following case law you would be required to use video-conferencing during the pandemic as the only method for ‘seeing and hearing’ your fellow trustees at trustee meetings. Please research the various options and what works best for all your trustees to access, taking into account any alterations that may be needed due to a disability, and record your decision-making for these alterations.
- Invest in some learning as a Board: The lockdown may continue for some time yet and therefore it is worth investigating online tools and what works best for you as a team. Take a look at this RVA How to Get Online and these top tips from the FSI on Making Virtual Meetings work for Charity Trustees.
Links to resources and support
- NCVO guidance on holding meetings
- CC48: Charities and Meetings
- Charity Commission: Coronavirus and Guidance for the Charity Sector
- CC27: Charities and Decision-Making
- The FSI: Making Virtual Meetings work for Charity Trustees
- RVA Guide: How to Get Online
- Contact firstname.lastname@example.org if you have specific questions about your constitution or meetings and would like advice.