OPERATIONAL GUIDANCE

POSTPONEMENT AND ADJOURNMENT OF GENERAL MEETINGS

OG int 32 A1 - 19 December 2007

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Contents

1. Introduction
2. Charitable companies
3. Trustee provisions
4. Accounting and reporting
Glossary of Terms used in this Guidance

Index to further related information

This guidance was written in response to the foot and mouth outbreak of Spring 2001, hence the references to that disease in the text. Although the crisis involving that particular problem has now passed, the principles underlying the procedures outlined in this guidance may still apply where it is not possible to arrange the general meeting (often an AGM where the elections of trustees are conducted). These principles would apply if another such crisis should occur or should the trustees have difficulty in convening their general meetings for other similar reasons. However, trustees must have sound and justifiable reasons before delaying general or annual general meetings. General information about adjournment of meetings can be found in CC48, Charities and meetings. More on the particular principles set out in this guidance will be added to CC48 in due course.

The Law	Refer to a lawyer	Refer to an accountant

1. Introduction
	General advice on law and practice relating to the conduct of charity meetings is set out in the publication Charities and Meetings (CC48), produced jointly with the Institute of Chartered Secretaries and Administrators.
	However, during the foot and mouth situation, a number of charities asked about "postponing" their Annual General Meetings (AGMs) - or other general meetings which had already been called, or where under the constitution or statute the trustees were obliged to call them.
	The purpose of this guidance is to enable staff to advise in similar circumstances what constitutional steps may be taken to defer meetings, or to deal with related trustee terms of office.
	There are two distinct situations which may arise:
	Where the charity has, or the members of a charity have, already given proper notice calling an AGM or other general meeting.
	Where the AGM (or other general meeting) has not yet been called, but if the trustees were to postpone calling the meeting, it would be held "out of time" in breach of statutory or constitutional requirements with regard to the holding of the meeting.
	There is, in our view, a general legal principle that the non-performance of a legal obligation is justified if external circumstances effectively prevent performance. So, if a situation similar to the foot and mouth epidemic really does make it impracticable for a charity to hold its AGM or other general meeting at the time when the law or its constitution requires it to do so, then the charity should hold the meeting as soon as is reasonably practicable.
	This principle applies whether the meeting has actually been called or not, and whether the meeting has been called by the charity trustees or by the members themselves. If a meeting which has already been called has to be aborted, the replacement meeting should, as soon as is reasonably practicable, be called in the usual way.
	However, in some cases it will still be practicable for the AGM or other general meeting to go ahead, but the charity might still prefer to postpone it, perhaps because a small number of members of the charity would have difficulty in attending.
	In such a case, the advice we should normally give is that the meeting should be called or held as planned, but should then be adjourned. "Adjournment" means extending a meeting to another time (and possibly another place) in order to deal with unfinished business. The constitution of a charity may contain explicit provisions relating to the method of adjourning an AGM or other general meeting.
	If, however, the constitution is silent on the point, it may be reasonable to infer that the meeting may be adjourned by agreement of the majority of members present and voting, or, if no quorum of members is present, as may be decided by those of the charity trustees who are present at the meeting.
	However, we should be prepared to make an Order authorising the postponement of the calling of the particular meeting, or of the holding of the meeting if it has been called, if we are asked to do so. This should be on the basis that the trustees publish a copy of the Order forthwith to all the members entitled to attend the meeting in question. This may involve sending a copy to each of the members, or issuing suitable public notices, depending on the circumstances.
	Model wording for the Order is contained in OG int 32 A2.

2. Charitable companies
	The standard articles of association prescribed by company law - reflected in our model articles of association - allow general meetings (including AGMs) to be adjourned in the manner indicated above.
	First, the meeting should be called in the normal way, and giving the appropriate period of notice. If the meeting is quorate, the chairman can - with the agreement of the meeting - adjourn it to a more suitable date and/or place.
	The chairman must adjourn the meeting if so directed by the meeting. If the adjournment is for 14 days or longer, then at least seven days' clear notice of the adjourned meeting must be given to every member.
	If the meeting is inquorate, it will be automatically adjourned to the following week, or (which would be likely in circumstances similar to the foot and mouth epidemic) the trustees can simply adjourn the meeting to such time and place as they determine. It would be good practice to give a reasonable period of notice of the new time and place for the meeting to all members entitled to attend.

3. Trustee provisions
	In many cases the term of office of a trustee is connected to the holding of the AGM. This is not a problem if the meeting is adjourned - the trustees simply continue in office until the end of the rearranged meeting.
	If the trustee appointment expires on a fixed date, (eg 30th April) or after a fixed period (eg twelve months from the date of the appointment) then some other solution will be needed. Three possibilities are:
	if there will be sufficient continuing trustees not to impede the administration of the charity, we can suggest that those trustees whose term of office has technically come to an end might continue to attend trustee meetings in an advisory capacity;
	use of other constitutional powers by the continuing trustees to appoint new trustees - eg filling casual vacancies;
	making an order under s.26 of the 1993 Act authorising the trustees to continue in office until the AGM can be held.

4. Accounting and reporting
	Charity Commission
	Under the 1993 Act, annual reports (with the accounts, audited or independently examined, or with the report of a reporting accountant, as appropriate) required under s.45 must be transmitted to us within ten months of the end of the financial year of the charity (or such longer period as we may for any special reason allow in a particular case). In addition, under s.48, an annual return must be submitted by the same date.
	In many cases, charities will be required by their constitution or by company law to copy reports and accounts to the members of a charity before the AGM and/or to present annual accounts and reports to the AGM. But any requirement to do this does not have to be complied with before the reports and accounts are sent to us (and to the Registrar of Companies, in the case of charitable companies).
	Despite this, it may be preferable for us to agree to extend the period for sending us the annual report and accounts, where there is a requirement that they should be approved by the AGM, and where the AGM has had to be postponed or adjourned because of the foot and mouth outbreak or other similar situation.
	If restrictions on movement during the foot and mouth, or some other similar, crisis mean it is impracticable even to prepare the accounts and report (perhaps if papers are held on a number of farms to which the auditor or independent examiner has no ready access), the requirements relating to the sending of accounts to us will automatically be deferred in accordance with the principle set out in section 1 above.
	Enquiries concerning an extension of the filing period may be made to:
	Charity Commission Direct
	PO Box 1227
	Liverpool
	L69 3UG
	Tel: 0845 3000 218
	Companies House
	Applications for extending the filing time of accounts required by the Registrar of Companies should be referred directly to Companies House. A written application must be received before the expiry of the filing deadline, and should outline the particular circumstances preventing filing - if possible giving the date on which the company expects to file.
	Full consideration will be given to each individual application, which should be made to:
	Companies Administration Section
	Companies House
	Crown Way
	Cardiff
	CF14 3UZ

Glossary of Terms used in this Guidance
	1993 Act
	charitable company
	governing document
	trustees

Index to further related information