How to run a virtual AGMFaye Bargery, Regional Managing Partner

Housekeeping

• Technical problems• Questions• Resources• Recording• End time

Holding a virtual AGM – how confident are you?

Very confident

Quite confident

Not very confident

Really worried!

Don’t panic – everyone is in the same boat

• Many clubs, not just within Rugby, are facing the same issues

• It’s not just sport – listed companies also have to hold AGMS.

• Government is looking to make changes – but don’t know who they will apply to

Please be aware….

• Every club is different

• But people are more forgiving

• If concerned take legal advice

What type of club are you?

Please put in the chat the type of club you are – e.g.

limited by guarantee etc. If you aren’t sure, do let us

know.

Current rules on meetings – COVID impact

• Stay At Homes measures – Monday 23rd March

• No gatherings

• Not more than two people meeting together

• Makes AGM’s difficult – but not impossible!

• Rules may change

What we’ll cover

• Are you able to hold an AGM?

• How to hold an AGM

• Tips and advice

Are you able to hold an AGM

1

Do you need

one? 2

Quorum3

Holding

it

virtually

Poll – do you need to hold AGM

Yes we need to hold one in next two months

Yes we need to hold one in the next year

No we don’t need one

I don’t know

Do you need to hold an AGM?

• Companies generally don’t need to hold one every year

• Sports clubs tend to include a need for one

• Check your rules or articles

Wording to look for

• “The Club shall hold a general meeting every calendar

year as its annual general meeting…..”

• May include a set date or month

Options?

• If don’t have to have one then don’t!

• Delay the meeting – push it back to later in the year

• Hope for change but plan for worst

• Hold it virtually

Quorum

• Normally found in articles or rules

• Minimum number of people needed to hold an AGM

• For most companies it’s two – sports clubs are different

• Currently can’t comply if more than two (unless virtual….)

Do you know your quorum?

Yes – its more than 10

Yes – its more than 2

Yes – its 2

No – I’ve no idea what our quorum is

Example clause

• [x] voting members present in person shall be a

quorum

• [x] voting members present in person or by proxy shall

be a quorum

What if I can’t get a quorum

• Don’t panic – there are other options

• If you need two people or more by person or proxy then

you can consider appointing a couple as ‘hosts’ and

using proxies to ensure you meet requirements

• If ‘in person’ than can you create a quorum virtually?

Virtual meetings

• Check your articles or rules

• Specific wording may enable you to hold a ‘virtual

meeting’ so people attend even if not all present in

same place

• This means you can have a quorum over a virtual

platform

Example wording

“In determining attendance at a general meeting, it is

immaterial whether any two or more members attending

it are in the same place as each other”

What if I don’t have virtual wording

• Consider options – can you delay meeting

• Change articles/rules. Companies can do this by

special resolution – FCA regulated societies often have

high quorums and no virtual wording – plus can’t

change unless through general meetings!

FCA regulated societies

• Rules can often be difficult to comply with and difficult to

change

• Hope that government changes will apply to them – but don’t

know when that will be

• Consider holding virtually anyway – implications below

• If you do – keep decisions limited to absolute necessities

FCA statement

“Where postponement of a GM results in a breach of a

legislative requirement…. Do not consider it to be in the

public interest to take action in this context.”

Take legal advice, where appropriate.

Ratification

• At a later date you can ratify what was passed - when

you can hold a ‘normal’ AGM that is fully compliant

• Means that members approve what you did and gives

you some comfort and protection

• Sensible to do it regardless

Changing articles

• Written resolution

• Goes to all members

• Needs 75% approval

• Can sign electronically

• Remember to update companies house

What if you hold an AGM virtually anyway

• Members can take action against organisation if breach

• Impact on holding online likely to be lower than not

holding at all

• Keep it to key issues only

• Ratification

How the meeting works (1)

• Normally at a ‘location’ – this can be the main host (but

ensure members know it’s virtual)

• Hosted on an online platform

• Circulate information in advance

How the meeting works (2)

• Voting will be needed

• Only those members who can normally attend

• Good to encourage proxies

Biggest concerns with holding the meeting - chat

What are your biggest concerns?

Put your thoughts in the chat box.

Choosing a platform

• Lots of options – consider voting as well

• May need separate voting and virtual platform

• How many people will join

• How long will meeting last

Platform options

• Zoom, Teams, Google Hangouts

• Check cost and try for free if possible

• Voting – electionbuddy.com, survey monkey

Test test test

• Do a trial run!!

• Test the technology – perhaps use for a

committee/board meeting first

• Try out the voting

• If using a Q&A or breakout rooms, try those as well

Agenda and Notice

• Make sure you circulate as much in advance as possible

• Give people plenty of notice (electronically if they have

consented)

• Clear instructions on technology!

• Consider asking for questions in advance

• Circulate a Q&A in advance if possible

Chair and script

• Consider who should chair – probably not person working technology

• Make sure they have practised on the technology

• Make sure they have a script – what will they cover

• Use mute function

Granting admittance to the meeting

• Many virtual meeting platforms allow you to restrict

access

• Ensure you know who can attend – use waiting rooms

so you can approve access

• Allows you to monitor who is attending

Do you know who can vote? - Poll

Yes – I know exactly who is entitled to vote

No – I’m not sure right now

Do you know who can vote?

• Your articles or rules will set this out

• But its not normally everyone!

• Have people paid subs – if not, chase them in advance

• Have a list to hand

Voting

• Different ways of doing this

• Show of hands – can do this virtually but harder

• Chair can normally request a poll – easier to record but

you will need method to do it

Have you ever used proxy voting -poll

Yes – we’ve used it before

No – never used it

Proxies

• Enable people to vote in advance. Can confirm how

you want to vote

• Normally proxy appoints chair.

• Reduce administrative burden – do it in advance

Communicating results

• Make sure communicate what happened – minutes

and votes

• Consider recording and uploading to website

• Consider another meeting once lockdown ends

Expert Hand. Human Touch.

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