Please click here to read OSCR’s COVID-19 Guidance for Charities

Changing your governing document to allow for virtual meetings: FAQs

18 Mar 2021

Since the COVID-19 pandemic began, many charities have contacted asking us if they are allowed to hold meetings virtually instead of in person. To help charities understand what action they have to take, we have produced some FAQs on the topic. These FAQs have also been added to our COVID-19 Guidance for Charities.

  1. Can we hold our meetings virtually?

Some charities have specific provisions in their governing documents to allow AGMs and other meetings to take place using methods such as phone or online. If your governing document does not allow you to have virtual meetings, you should amend it as soon as possible to permit you to do so. This will help you in the current situation and it will also be good for the resilience of your charity going forward.    

  

  1. Do we need OSCR’s consent before making changes to our governing document?

You do not need OSCR’s consent to change your governing document to allow for virtual meetings unless you also intend to make any amendments to the charity’s objects or purposes.

Charities must seek OSCR’s prior consent if they are amending the objects/purposes. Please go to the ‘Changing your charity’s purposes’ section of the website for more information.

 

  1. Do we have to notify OSCR if we amend our governing document?

Yes, within 3 months of making the changes.

Although OSCR’s prior consent is only required when you are amending the objects/purposes, charities must notify OSCR of any changes to their constitution.

 

  1. How do we notify OSCR of changes to the governing document?

You should notify OSCR of the changes by sending an email to info@oscr.org.uk

In email, please provide:

  • Your charity’s name and charity number
  • A copy of the revised governing document
  • Evidence of how the decision to make the change was made - this will depend on the charity’s legal form and what its governing document says the charity needs to do to make amendments. For example, you could provide a copy of the minutes of the meeting at which the changes were agreed or a copy of the Resolution passed.

You can also tell OSCR in writing at OSCR, 2nd Floor, Quadrant House, 9 Riverside Drive, Dundee DD1 4NY.

 

  1. Can OSCR provide charities with an acceptable form of wording to include in their governing document which would allow them to hold virtual meetings?

There is no agreed wording to suit all charities. However, other charities have used wording along the following lines:

Interpretation clauses

Virtual meeting: a meeting of members of the charity or a meeting of the charity trustees [Board etc] where arrangements have been made in advance to allow participants to attend the meeting by means of a conference telephone, video link or similar means of electronic communication at which all participants can be heard and can hear each other without the need for them to be physically present at the same location. A person participating in a meeting by such means shall be deemed to be attending virtually.

Hybrid meeting: a meeting of members of the charity or a meeting of the charity trustees [Board etc] at which some participants are attending the meeting in person and others are attending virtually.

Meetings clauses

The charity shall hold a meeting of members attending in person or virtually in each calendar year, to be called an ‘annual general meeting’ or ‘AGM’. The charity trustees [Board etc] may call other meetings of the members attending in person or virtually as they think fit. Such meetings may be entirely virtual meetings or hybrid meetings as the circumstances allow.

The charity trustees [Board etc] shall meet not fewer than [….] times a year. Such meetings may be entirely virtual meetings or hybrid meetings as the circumstances allow and as agreed by the charity trustees.

A person attending a meeting virtually shall have the same rights to receive notice, speak, vote and otherwise participate in the meeting as he or she would have if attending the meeting in person. [nb. similar provision can be made for people attending as proxies]

Notice clause

Where arrangements have been made for a meeting to be held virtually or as a hybrid meeting, the notice calling the meeting shall state that fact and include details of the means by which a person may attend the meeting virtually.

Quorum clause

No business shall be transacted at a meeting unless a quorum is present. The quorum shall be [….] persons present and entitled to vote upon the business of the meeting. A person shall be deemed to be present by attending either in person or virtually where arrangements for virtual attendance have been made.

Voting clauses

A person entitled to vote upon the business at a meeting may do so either in person or virtually where arrangements for virtual attendance have been made.

Where a vote is to be taken by means of a secret ballot, any arrangements for a meeting to be held virtually or as a hybrid meeting shall include a means for those attending virtually to cast their vote secretly.

Minutes clause

The minutes of a meeting shall record the names of all persons present at the meeting without distinction between those who attended in person and those who attended virtually.

While updating your governing document to allow you to have virtual meetings, you might decide to do an overall review.  If so, you might want to consult SCVO’s model constitutions which you can find here

 

  1. If we intend to change our governing document to allow for virtual meetings, do we have to do so by the end of March 2021?

Ideally, yes. However, we will be proportionate if charities are not able to do this before the end of March due to current circumstances.

 

  1. We do not know if our governing document already allows us to hold virtual meetings - can OSCR check our governing document and let us know if we need to make changes?

Unfortunately, we cannot check the governing documents of individual charities. If charities are unsure if their governing document allows virtual meetings, they could seek advice from their local Third Sector Interface (TSI). Contact details for your local TSI can be found here.

 

  1. If our governing document does not currently allow us to hold virtual meetings, how can we hold a virtual meeting to make amendments?

You should have a virtual meeting if it is the only way you can currently hold a meeting and you have urgent business to attend to, , but make sure you clearly record why you have done so.