General meetings and AGMs

Members’ meetings are known as general meetings and are closely regulated by the Companies Act. General meetings are usually called by the board. If they do not do so, members holding at least 5% of the total voting rights of all the company’s members able to vote at the meeting can request one.

Annual general meetings (AGMs) are important and a special type of meeting of all the members of an organisation which should, as a matter of best practice, be held annually. This requirement will often be mandated in the governing document, which will also state the time of year to hold the AGM. Private companies are no longer required to hold an AGM unless they wish to or their governing document requires them to.

The purpose of an AGM is to:

• comply with legislative requirements;
• present the financial accounts to the members;
• report to the members on the organisation’s activities;
• ensure committee rotation happens in an orderly manner;
• consider and vote on rule changes and other recommendations;
• allow executives (be they remunerated, voluntary or nonexecutives) to have their questions answered and/or grievances aired; and
• allow the members to ask questions and provide feedback to the committee.

While there may be statutory or governing document requirements to hold an AGM, it should not be forgotten that these meetings play an important role in the democratic and community life of an organisation.

There are a number of requirements that organisations should adhere to so that their AGMs are valid, including:

• Notice of members’ meetings must be given in hard copy, electronic form or via a website, and must be served with at least 14 clear days’ notice.

• The agenda provides the items, matters and/or topics to be discussed during a meeting and the order in which they will be discussed.

• There is a statutory right for the members of your organisation to appoint a proxy to vote on their behalf, and this must be stated in the notice for a meeting.

• The knowledge of the quorum required for the organisation, and the calculation of it, is vital as the quorum is the number of people required to be in attendance to conduct valid business at a meeting.

• Ordinary resolutions are decisions passed by a majority of the members and apply to the majority of your organisation’s business. A special resolution is required for important decisions where a 75% majority is required.
  
  
• Resolutions can be voted upon by a show of hands at the meeting or a poll.

Virtual AGMs

As many of us are increasingly aware since the COVID-19 outbreak, there is often a need to conduct business virtually rather than in person. While the technical knowledge to run a meeting virtually can seem daunting, there are many tools and support available to help. Sport England offers thorough guidance on planning for and delivering an online meeting such as your AGM. Likewise, The Chartered Governance Institute has also published guidance to help organisations navigate the issue of holding an AGM in the current disrupted times. You may also consider a hybrid model, where some people can attend in person alongside all or part of your AGM being streamed for people to engage with virtually.

Actually, offering access to your AGM (or other board meetings) virtually is not just a good idea for the current pandemic situation. It can be extremely useful as a mechanism to ensure greater diversity of participation and transparency in your governance and operations.

This section has sought to emphasise why organising and conducting effective meetings is vital to ensuring robust and efficient decision making. Of course, no decision-making process is completely rational or perfect and sometimes there is a need to reflect on decisions and processes to make adjustments and create a culture of learning and accountability in your organisation. This may be particularly advisable following significant decisions or decisions which led to unexpected or negative, as well as positive, outcomes. There is not a one size fits all method suitable for every organisation and so each should consider their own circumstances, needs and capacity in order to develop a plan for training and education related to the relevant aspects of governance such as decision making, conflict management, or planning and delivering virtual meetings.