What was the position before?

The Charity Commission’s ‘Coronavirus (COVID-19) guidance for the charity sector’, published in April 2020, explained that the Commission would take a flexible, proportionate approach to trustees deciding to hold meetings (for example, AGMs, member or trustee meetings) on a virtual or hybrid basis where there were no rules permitting this in the charity’s governing document, provided the circumstances were such that the trustees could not reasonably make prior changes to their governing documents to allow for virtual meetings, and the trustees could show they had considered all relevant factors and that their decision was in the charity’s best interests and provided that all other rules on meeting governance were followed.

In practice, this meant that charities were able to continue operating during the pandemic without their trustees meeting in person, regardless of what their governing documents allowed.

What is the position now?

The Charity’s Commission’s more flexible approach to virtual meetings came to an end on 21 April 2022, meaning that charity meetings happening on or after 22 April 2022 can only happen virtually - e.g. online, by telephone or on a hybrid basis (i.e. with some people meeting face-to-face and others joining remotely) -  if their governing document allows them to do so.   See the updated ‘Meetings’ section in the guidance. 

If a charity’s governing document does not provide for virtual meetings, then meetings must take place in person, unless permission to do otherwise is sought from the Charity Commission on a case-by-case basis.  Meetings held virtually without the governing document allowing for this or permission being sought would not be validly held.

What do charities need to do?

The Charity Commission is advising that all trustees should check whether their charity’s governing document allows them to hold meetings in the way they want to - whether that is online, by telephone, in person or a mix of those.

If their governing document does not allow for virtual meetings and the trustees want meetings to be able to take place in that way, they should consider using any power (usually in the charity’s governing document) to amend the rules to allow this.  An in-person meeting will usually be required to approve the changes.

The Charity Commission says that governing documents should be amended ‘and any previous decisions approved’ as soon as possible. For those charities which, in line with the Charity Commission guidance, held meetings virtually during the pandemic despite this not being provided for in their governing documents, this is likely to entail a resolution ratifying all decisions made at virtual meetings over the pandemic period.

This is also a reminder for trustees of the importance of keeping their charity’s governing document up-to-date and appropriate for how their charity operates.

Our expert charity lawyers can assist you in understanding your governing instrument and amending it to suit the individual needs of your charity.  This includes seeking the consent of the Charity Commission, where that is required.