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Meetings The Law Practice

The Law. There is no general rule of law which requires charity business to be conducted at meetings. Governing Instrument. Incorporated charity memorandum and articlesUnincorporated association constitution and rulesCharitable trust trust deedOthers . Types of Meeting. Trustee meetings (B

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Meetings The Law Practice

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    1. Meetings – The Law & Practice Thursday 11 May 2006

    2. The Law There is no general rule of law which requires charity business to be conducted at meetings

    3. Governing Instrument Incorporated charity – memorandum and articles Unincorporated association – constitution and rules Charitable trust – trust deed Others …

    4. Types of Meeting Trustee meetings (Board or Committee meetings) Purpose Frequency Decision making

    5. Types of Meeting AGM When is an AGM necessary Purpose Up to date list of members

    6. Types of Meeting EGM Purpose Requesting an EGM

    7. Model Memorandum & Articles Trustee Meetings 4.1 “The Trustees must hold at least [number] meetings each year” Recommended number

    8. Model Memorandum & Articles 4.2 “A quorum at a meeting of the Trustees is [number] Trustees” Definition Fixed number or percentage Importance of getting it right

    9. Model Memorandum & Articles 4.3 “A meeting of the Trustees may be held either in person or by suitable electronic means agreed by the Trustees in which all participants may communicate with all the other participants” Byng v London Life Association (1989) Telephone conferencing ?

    10. Model Memorandum & Articles 4.4 “The Chairman or (if the Chairman is unable or unwilling to do so) some other Trustee chosen by the Trustees present presides at each meeting”

    11. Model Memorandum & Articles 4.5 “Every issue may be determined by a simple majority of the votes cast at a meeting but a written resolution signed by all the Trustees is as valid as a resolution passed at a meeting. For this purpose the resolution may be contained in more than one document and will be treated as passed on the date of the last signature” Show of hands Written resolution

    12. Model Memorandum & Articles 4.6 “Except for the chairman of the meeting, who has a [second or] casting vote, every Trustee has one vote on each issue” Exercised by validly appointed Trustees No delegation

    13. Model Memorandum & Articles 4.7 “A procedural defect of which the Trustees are unaware at the time does not validate decisions taken at a meeting”

    14. General Meetings 2.1 “Members are entitled to attend general meetings [either] personally [or (in the case of a member organisation) by an authorised representative] [or by Proxy.] Proxy forms must be delivered to the Secretary at least 24 hours before the meeting. General meetings are called on at least clear 21 days’ written notice specifying the business to be discussed.” Proxies

    15. Notice Calculating notice period Giving notice Charities Act 1993 s.81(1) Delivery Fax or email Non UK resident trustee / member

    16. Content of the Notice Date and time Venue Details of business to be considered Invitation to propose resolutions If appropriate, a request for nominations for officers to be elected Additional documents

    17. Model Memorandum & Articles 2.2 “There is a quorum at a general meeting if the number of members [or authorised representatives] personally present [in person or by Proxy] is at least [number] (or [percentage] of the numbers if greater)”

    18. Model Memorandum & Articles 2.3 “The [Chairman] or (if the Chairman is unable or unwilling to do so) some other member elected by those present presides at a general meeting”

    19. Model Memorandum & Articles 2.4 “Except where otherwise provided by the Articles or the Companies Act, every issue is decided by a majority of the votes cast” Majority vote Show of hands Poll Plural voting

    20. Model Memorandum & Articles 2.5 “Except for the chairman of the meeting, Who has a [second or] casting vote, every member present in person [or through an authorised representative] [or by proxy] has one vote on each issue”

    21. Model Memorandum & Articles 2.6 “A written resolution signed by all those entitled to vote at a general meeting is as valid as a resolution actually passed at a general meeting and for this purpose the written resolution may be set out in more than one document and will be treated as passed on the date of the last signature)”

    22. Model Memorandum & Articles 2.7 “Except at first, the Charity must hold an AGM in every year. The first AGM must be held within 18 months after the Charity’s incorporation”

    23. Model Memorandum & Articles 2.8 “At an AGM the members: 2.8.1 receive the accounts of the Charity for the previous financial year 2.8.2 receive the Trustees’ report on the Charity’s activities since the previous AGM 2.8.3 accept the retirement of those Trustees who wish to retire or who are retiring by rotation 2.8.4 elect Trustees to fill the vacancies arising 2.8.5 appoint auditors for the Charity 2.8.6 may confer on any individual (with his or her consent) the honorary title of Patron, President or Vice-President of the Charity and 2.8.7 may discuss and determine any issues of policy or deal with any other business put before them by the Trustees”

    24. Model Memorandum & Articles 2.9 “Any general meeting that is not an AGM is an EGM”

    25. Model Memorandum & Articles 2.10 “An EGM may be called at any time by the Trustees [and must be called within 28 clear days on a written request from at least [number] members]” Trustees or written request from members Request by members cannot be refused Company law

    26. Role of the Secretary Identify the date on which the notices have to be sent out Compile documents to send out with the notices Arrange a pre or related meeting Consider nominations for the election of officers Formulate Agenda Despatch notices Take minutes

    27. Role of the Chair Preside over the meeting Ensure equal participation Prevent any one person from dominating the proceedings Enforce procedural rules Advise on binding decisions / recommendations Adjourn the meeting if necessary

    28. Conflicts of Interest Early disclosure Companies Act requirements

    29. Minutes Charity name and the type, date and time of the meeting Present/absent/capacity The name of the Chairman Precise wording of any resolution along with its proposer and (optionally) seconder Summary of the discussion on each item Details of decisions Action plan The date and venue of the next meeting

    30. Minutes Signed minutes = only legal record Disagreement about draft minutes Storing minutes Disclosure of minutes Attendance register Accounting records

    31. Top Tips Know your governing instrument Clarify the roles of the Chair and Secretary Good advance preparation Effective meeting management

    32. Please feel free to ask any questions Thank you for your attention

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