The rules for calling and holding AGMs are set out in the Articles.
In this section we summarise some of the provisions in the Model Articles that are most likely to be relevant when determining your approach.
References to Article numbers in this section are to the relevant Model Article.
Timeframes
Under the Model Articles the Board have flexibility when to hold an AGM if they comply with two rules:
- an AGM must be held in each financial year (save that the first AGM must be held within 18 months from incorporation); and
- there must not be more than 15 months between AGMs.
Notice
The AGM is held at such time and place as the Trustees shall appoint (Model Article 19).
General Meetings (including AGMs) must be called on at least 14 clear days’ notice (Model Article 21). The Model Articles do also provide for shorter notice where Members representing 90% of the total voting rights at that meeting agree.
The notice must state the date, place and time of the meeting and the general nature of the business to be conducted at the meeting. If the notice of meeting relates to an AGM then the notice must state this.
If a special resolution is proposed, the notice must include the full text of the resolution and state that it is a special resolution. Although there is no legal requirement to include the text of ordinary resolutions, it is common practice to do so.
The notice:
- must also state that each Member is entitled to appoint a proxy; and
- should be sent to all the Members, the Trustees and the auditors (Model Article 21A).
The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting (Model Article 22).
Quorum
Under the Model Articles the quorum to transact business at a General Meeting is set at two (Model Article 23). The Model Articles state “Two persons entitled to vote upon the business to be transacted, each being a Member or a proxy of a Member or a duly authorised representative of a Member organisation shall constitute a quorum.”. In our view this means that you would need two individuals physically present at the AGM (the second could be a person who is not a member but who has been appointed as a proxy).
If a quorum is not present within 30 minutes of the start time in the notice (or a quorum ceases to be present) then the meeting is automatically adjourned until the same place, time and say of the week in the next week or to such other time and place as the Trustees determine (Model Article 24).
Proxies
The Model Articles provide for Members to appoint proxies to vote on their behalf. Proxies can be appointed generally or given specific direction how to vote.
The Articles will include a format for the appointment of a proxy and for convenience at the end of this document we have included the format from the Model Articles.
Whilst it would be typical for, say the Board Chair to be appointed as proxy, there is no specific rules as to who can be appointed as proxy.
For a proxy appointment to be valid it must “be deposited at the office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Academy Trust in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote”. You may therefore want to consider whether for administrative reasons it is better to specify in the AGM notice a different address to the Trust’s registered office.
Chair
You should check your Articles carefully. For older Articles, the Board Chair will, if present, preside as Chair. Under the current Model Articles, the Members present and entitled to vote shall elect by ordinary resolution one of their number to chair the General Meeting (Model Article 25).
Trustees
Pursuant to Model Article 27 Trustees are entitled to attend and speak at General Meetings. They do not get a vote though.
Trustees do not need to attend so if they are unable to attend that will not invalidate the AGM.
AGM Business
The business to be conducted at an AGM will vary between Trusts and will to some extent depend on the approach taken in the Model Articles on various points but we would expect some or all the following to be relevant:
- to elect a chair for the meeting (where the latest Model Articles have been adopted (i.e. where the older provisions for the Board Chair if present to act as chair do not apply));
- to receive and adopt the Trust’s annual accounts for the last financial year together with the directors' report and auditor's report on those accounts;
- to appoint or reappoint (as applicable) the Trust's auditors for the next accounting period;
- where retirement by rotation is adopted and the AGM is used as the meeting to make appointments, to appoint and/or reappoint trustees under the Member appointment provisions in the Articles (Model Article 50).