AGM Voting Update: Legislation Passed

 

Background

On 25 June 2020, the UK Government introduced legislation, Corporate Insolvency and Governance Bill Act 2020, which includes an update in relation to voting at AGMs, EGMs and other meetings. This part of the legislation gives organisations the temporary right to undertake these democratic processes entirely in a virtual manner, making use of online meeting and voting systems.

New (temporary) general meeting legislation

The new legislation only applies to organisations that are formed under certain acts; these include:

  • Companies Act
  • Charity Commission
  • Co-operatives Act
  • Building Societies Act
  • Friendly Societies act
  • Credit Unions (N.I.)

The legislation also gives the right to each nation within the UK to adjust the legislation how they choose, with certain caveats. Also, there are specific dates when this legislation applies. These are 26 March to the end of September 2020. Meaning that this law is retrospective. There is a final date where all nations can allow this law to run, which is 5 April 2021.

Impact on AGMs

There are five clauses of interest in the draft bill 3.2 to 3.6 inclusive: –

(3.2) A meeting is within this sub-paragraph if it is:-
(a) a general meeting of a qualifying body,
(b) a meeting of any class of members of a qualifying body, or
(c) a meeting of delegates appointed by members of a qualifying body.

(3.3) The meeting need not be held at any particular place.

(3.4) The meeting may be held, and any votes may be permitted to be cast, by electronic means or any other means.

(3.5) The meeting may be held without any number of those participating in the meeting being together at the same place.

(3.6) A member of the qualifying body does not have a right:-
(a) to attend the meeting in person,
(b) to participate in the meeting other than by voting, or
(c) to vote by particular means.

This gives all organisations, formed under the acts this legislation covers, the ability to undertake 100% remote digital general meeting processes, including online voting.  Furthermore, it removes any rights of a member to demand to have a physical meeting.

Summary

The bill is great news for those organisations with restrictive rules in their governance documents that conflict with COVID-19 movement restrictions. Organisations have an obligation to ensure the safety of their members and this new legislation allows for the safe running of AGM/EGM meetings remotely for all concerned.

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