Does our charity have to hold an AGM?

England and Wales: This page sets out the position in full for a charitable company and a CIO, and says plainly which part of the membership-charity question is unsettled. Scotland: covered, and the answer is the opposite one — a SCIO must hold a members’ meeting on a statutory clock, with no equivalent anywhere else in the UK. Northern Ireland: partly covered — the company-law answer is confirmed and identical, and no Northern Ireland charity-law meeting requirement exists; the same membership-charity question is open there as in England and Wales.

Does a charitable company or CIO have to hold an AGM?

No, unless its governing document says so. No statute imposes a charity AGM on either.

An AGM, or annual general meeting, is a yearly meeting of a charity’s members, held where the governing document or the law requires one. This page is for trustees of membership charities in England and Wales, Scotland and Northern Ireland. The Charity Commission’s CC48 is the main guidance.

It builds on how you take and store minutes, because a members’ meeting has a record of its own. If your document requires the accounts to be presented at the meeting, plan it alongside filing your accounts.

Start with the thing most content gets wrong by implication rather than by statement. AGMs are associated with companies, so people assume a charitable company must hold one.

CC48 says otherwise, verbatim:

“If your charity is a company, you do not need to hold an AGM unless your governing document says that you must.”

The statute behind that is narrow on its face. It requires an AGM only of a public company, and of a private company that is a traded company. A charitable company limited by guarantee is neither. Nor is a CIO: nothing in charity law requires one to hold a general meeting at all.

And where the statutory duty does apply, the offence has two limitations that both matter. It carries a fine only, with no imprisonment. And it does not reach a charitable company limited by guarantee in the first place. The duty it enforces does not apply to one.

So the criminal exposure exists in company law. It does not arrive at charities of this type. A reader working out whether to worry should have both limits, not just the headline.

This is the same shape of finding as the one on meeting frequency. No statute sets a minimum number of board meetings anywhere in the UK, for any structure. The pattern repeats because the underlying design choice repeats. UK charity law leaves the rhythm of meetings to the governing document.

What if we miss an AGM our document requires?

It is a breach of the governing document, not a criminal offence. A governing document is not advisory, and for a company it is a contract.

The Companies Act says so directly. A company’s constitution binds the company and its members as if there were covenants on the part of each of them to observe its provisions. A member can sue on that.

And for every structure, not only companies, the Commission’s second trustee duty is to comply with your charity’s governing document and the law. CC48 puts the consequence in one line: “You must do these things exactly as your governing document says. If you do not, any decisions you make could be invalid.”

So the answer to “what happens if we miss it” has four parts. A charity of this type commits no statutory offence. Missing the AGM is a breach of the governing document. The members have a route to force the meeting, and the court can order one.

Most published content gives only the first part.

Can members force a general meeting?

Yes. For a charitable company, members representing at least 5% of the total voting rights can require the directors to call a general meeting. The directors must then call it within a set period, and the meeting must be held within a further one.

If they do not, the requesting members, or those of them holding more than half of the requesters’ voting rights, may call it themselves. The company must reimburse their reasonable expenses. The Act then has the company keep back that sum out of any fees or remuneration due to the directors who were in default.

Beyond that there is the court. Where it is impracticable to call or conduct a meeting in the normal way, the court may order one, of its own motion or on the application of a director or a voting member. It may also give directions. These may include directing that a single member present constitutes a quorum. For a CIO the same power exists, and it is held by the court or the Commission.

The consequence the Commission’s published inquiries show is regulatory. The Commission has treated breaches of a governing document as misconduct or mismanagement in the administration of a charity. This page does not predict what it would do in any particular case.

What an inquiry involves is covered in respond to a regulator query or inquiry.

One practical point is worth knowing before you resign yourself to an unworkable AGM clause. A charity can hold an AGM even where its document does not require one. And where the clause is unworkable, the answer is to amend it rather than to keep breaching it. Changing how a charity arranges and runs its meetings is one of the amendments that does not need Commission authority.

The procedure is in amend your governing document and file it.

Notice, resolutions and proxies at a general meeting

The notice period, the voting thresholds and proxy rights differ between a charitable company and a CIO. These are established and were read at source. They are set out here because a meeting held on defective notice is worse than no meeting at all. The legal risk section explains why.

For a charitable company. Notice of a general meeting is at least 14 days.

The articles may require longer, never shorter. That period is normally counted in clear days, excluding the day the notice goes out and the day of the meeting. It can be cut short only with the agreement of both:

• 90% of the voting rights
• a majority in number of the members entitled to attend and vote

Both limbs are needed, not either. It is not a trustee decision.

An ordinary resolution passes on a simple majority — CA2006 s.282(1), and a special resolution on not less than 75% — CA2006 s.283(1). Unless the articles require more, a resolution is an ordinary one by default.

The special-resolution notice rule is easy to get wrong, and fatal when you do. A resolution is not a special resolution unless the notice of the meeting did two things:

• included the text of the resolution
• specified the intention to propose it as a special resolution

Get that wrong and the amendment to your articles has not happened, however the vote went.

Two more that catch membership charities. Written resolutions are counted on the total voting rights of eligible members, not on the votes returned. So silence counts as a no. That is a different denominator from a vote at a meeting.

And the articles cannot take written resolutions away. A provision that would prevent a statutory resolution being passed as a written resolution is void to that extent, however old the articles are.

Members also have a statutory right to appoint a proxy. The articles cannot remove the right to demand a poll, except on electing the chair of the meeting or on adjourning it.

For a CIO, the notice rule is narrower than people expect. The Regulations do not impose a general notice period for all CIO general meetings.

The 14-day rule bites only where one of three specific resolutions is to be proposed:

• amending the constitution
• amalgamating with another CIO
• transferring the undertaking to another CIO

For any other CIO general meeting, notice comes from the constitution alone. The Regulations spell out that the period is in clear days. They also carry the same short-notice override at 90%.

One asymmetry differs from company law. A CIO constitutional amendment passed outside a general meeting must be unanimous. The same amendment at a general meeting needs 75% of those voting, including by proxy or post — CA2011 s.224(2)(a).

A charitable company can pass a special resolution in writing on a three-quarters majority. A CIO cannot.

Proxies are also not automatic for a CIO. There is no CIO equivalent of the company member’s statutory proxy right. A CIO member has one only if the constitution gives one. The same is true of postal votes and of the right to demand a poll.

Minutes of a members’ meeting

Whatever your structure, the meeting has to be recorded. The record for a members’ meeting is governed separately from the board’s.

For a charitable company, records of members’ resolutions and general-meeting minutes must be kept for 10 years. Failing to do so is a criminal offence by every officer in default, on the same terms as the equivalent failure for board minutes. Refusing a member’s inspection, not sending a copy a member has asked for, or failing for a fortnight to tell Companies House where the records are kept is a further offence. For a CIO the period is 6 years, and there is no offence.

Members have statutory inspection rights over those records, and a court power to compel compliance sits behind them. This part of the step was never in doubt. It is worth doing properly even while the wider question on silent governing documents stays open.

What is not yet established about AGMs

Whether a membership charity must hold a general meeting when its governing document is silent is not established. The record for this step is explicit, and this page will not paper over it. Whether charity law requires a membership charity to hold a general meeting where its own governing document is silent has not been established. That is so for England and Wales, and for Northern Ireland too.

What is established is set out in the sections before this one. No statute imposes an AGM on a charitable company or a CIO of the ordinary kind. And the mechanics are established for when a meeting is held.

A second point is also open. It is the one a charity that has missed an AGM will want. It is what happens to the decisions that would have been taken at the missed meeting.

In particular, it is unclear whether trustees whose term expired at that AGM continue in office. It is also unclear whether accounts not laid before the members are affected. Both depend on the construction of the individual articles and on the general law about people acting as directors without a valid appointment.

It could not be settled from a first-rank source, and it is flagged rather than guessed. What would resolve it is a Commission inquiry report on the point, or a solicitor reading your articles.

Do not read the general company-law answer across to either question. That is exactly the move this page exists to avoid.

Scotland: the SCIO members’ meeting rule

A SCIO must hold a members’ meeting on a rolling statutory clock, and give notice to its members and its trustees.

This is the sharpest contrast on the page. A charitable company and a CIO in England and Wales have no meeting duty at all. A SCIO has a direct statutory one. Verbatim:

“(1) A SCIO must hold a meeting of its members within 15 months of the date on which OSCR enters the SCIO in the Register, and at least once every 15 months thereafter. (2) A SCIO must give at least 14 days notice of such meetings to its members and its charity trustees.”

Two things about that are easy to get wrong.

It is not an annual requirement. The provision does not use the word “annual” and does not tie the meeting to a financial or calendar year.

The words are “at least once every 15 months thereafter”. They do not say whether that is counted as the gap between one meeting and the next, or in fixed periods from the first deadline. Keeping every gap between members’ meetings within that limit satisfies either reading. A SCIO that meets in month fourteen and again in month twenty-eight complies on both.

The notice goes to trustees as well as members. Both classes are named in the provision. A reader who assumes a members’ meeting only concerns members will send half the notices required.

A Scottish charitable company is in the same position as one in England and Wales, because company law is reserved. One remainder is flagged rather than answered. Where a resolution at a SCIO members’ meeting would change the SCIO’s name or purposes, OSCR’s separate consent regime applies on top. That interaction was not independently re-checked for this step.

Northern Ireland

Northern Ireland follows England and Wales: no AGM is required of a charitable company. The company-law answer is the same provision, not a parallel one. Its extent is UK-wide, confirmed by reading it rather than assumed.

A Northern Irish charitable company limited by guarantee is private and not traded. So no AGM is required of it, exactly as in England and Wales.

Northern Ireland has no CIO. For a non-company Northern Irish charity, the Charities Act (Northern Ireland) 2008 was searched in full for any general-meeting default. The only meeting-related provision found governs the manner of giving notice of a meeting and does not require any meeting to be held. So there is no Northern Ireland-specific rule to find.

That closes the company question for Northern Ireland. It does not close the membership-charity question, which remains open there exactly as it does in England and Wales.

Common mistake: assuming a charitable company must hold an AGM

AGMs are associated with companies, and most people have met one at a company that did have to hold it. Private companies have no statutory AGM requirement. CC48 says so in terms. If your charity is a company, you do not need to hold an AGM unless your governing document says that you must.

Read your own document before putting one in the diary — and before assuming you have been in breach for years.

Worked example

Saltmarsh Trust is a charitable company. Its articles require an AGM each year. It has now missed it twice running, because the finance director left and nobody owned the diary.

What is established: Saltmarsh has committed no criminal offence, because the statutory AGM duty does not apply to a private company limited by guarantee. It is in breach of its own articles, which bind it and its members as a contract.

Members holding enough of the voting rights between them (the threshold is above) can require a general meeting. If the trustees do not call it, those members can call it themselves and send Saltmarsh the bill. And the Commission has treated ignoring a governing document as mismanagement in the administration of a charity.

The example stops at what is not established. That is whether the trustees whose terms expired at the AGMs that never happened are still validly in office. It turns on Saltmarsh’s own articles and on the general law about people acting as directors without a valid appointment. No first-rank source settles it.

It is also the question that decides whether every board decision taken in the meantime is safe. That is why, in this example, the question goes to a solicitor who can read the articles.

Scottish charities go next to record trustee details with OSCR. Everyone else goes to the last step in this hub: review and, where needed, amend your governing document. An unworkable meeting clause is one of the commonest reasons to.