Most Member Associations would, ordinarily, at this time of the season be planning to hold their AGM. Whilst there continue to be strict limitations on social interaction during this period of lockdown, it will not be possible for physical AGM meetings to take place.
A number of you have been in touch with The ESFA to seek advice on the situation, so the guidance below is provided for Associations’ information:
- You should seek to engage with your Members and hold an AGM by safe means, particularly if you need to progress your Association restructure
- Your Constitution may make provision for non-contact meetings, or for written or postal decision making: this being the case, you should proceed as per your existing governance arrangements.
- Your Constitution may make provision for holding meetings electronically, and if so, you should proceed as pre your existing governance arrangements. Unless expressly prohibited by your Constitution, running your AGM virtually is an option.
- Should your Constitution state meetings need to be face-to-face, you may seek to gain approval from Members to run a virtual meeting in advance of the meeting being held.
- When considering how to manage your AGM, you should consider the use of proxy votes and voting rights and check who else can be in attendance without a vote in advance, so you can determine whether or not you can reach the quorum required
- Failing that, with the agreement of Members and unless the Constitution stipulates otherwise, it may be possible to defer your AGM for the period of lockdown, or, ultimately, to cancel it entirely
- If your Association is a Charity, it must follow the provisions of their Constitution, but if lockdown prevents an AGM from taking place, then the Charity Commission must be notified of the proper decision taken by the Trustees to unavoidably breach their Constitution
- Whichever route is chosen, a clear record of decision making and the accompanying consultation and rationale must be retained.