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Governing during a pandemic – webinar Q&A

Meetings

Any guidance you can give on holding AGM’s remotely and supporting member involvement? If we can’t hold our AGM what should we do?

  • Refer to Charity Commission guidance on holding AGMs during the pandemic.
  • If you decide to cancel or postpone your AGM, you must record this decision.
  • If you are holding your AGM online, you should check you governing document to see if there is mention of this and how and when this can be done.
  • If there is no mention of holding meetings online or by telephone, the Charity Commission will understand but you must record this decision.
  • All other requirements set out in the charity’s governing document and outlined in Charity Commission guidance still apply.

Some of our trustees don’t have internet connection (or email) and are older people in the shielding category. Although some of us can meet ‘online’ I am concerned about the legalities of leaving them out of discussions. What should we do? 

  • Where the board needs to make a decision, you need to make sure that your board meetings are quorum. Quorum will normally be specified in your organisation’s governing document.
  • Trustees should make decisions collectively/jointly, this involves ensuring that trustees can all participate in decisions. Many online conferencing software tools will also allow some form of telephone dial in and/or you could opt for a conference call solution.
  • You should comply with the procedures for the decision-making process outlined in your organisation’s governing document.
  • If a trustee is absent for a particular meeting/decision, they must understand that they will still share the responsibility for a decision that is made.
  • Refer to Charity Commission guidance: charity trustees and decision making.

Working with your executive

Currently staff are now largely involved in ‘fire-fighting’. At what stage might trustees start having conversations with their staff about the future (beyond dealing with the immediate crisis)?

  • The ‘right’ time will very much depend on your organisation’s operations and context
  • The unprecedented nature of the environment we find ourselves in, means that planning is likely to be for the short (up to three months) and medium term (three to six months).
  • Be mindful that staff may be stretched with managing immediate issues, so it might be helpful to get a sense from the executive about a good time to start having these conversations. Keep in regular communication with your executive
  • You will want to involve your executive team in any scenario planning for the medium term as they will be able to offer new insights; being closer to the day-to-day running of the charity.

How can chief executives ensure they are staying ahead of likely problems?

  • Regular communication with staff, beneficiaries and other stakeholders is key – their insights will alert you to potential issues.
  • Review your risk register in light of the current context.
  • Take time for scenario planning – this will help you prepare for possible future scenarios.

Other

Can trustee or chairs terms of office be extended given the circumstances?

  • You should first check your governing document to see if you have strict dates or timeframes for the appointment of trustees. If there are no such rules, then depending on your governing document you may be able to simply extend the terms.
  • If your governing document is clear that trustees must step down at a particular time, then we advise either following a reappointment process or if the board can still meet quorum and has the required skills and experience then allowing terms to lapse may be the simplest option.
  • If the board cannot meet quorum, or the absence of those trustees would mean the board would be unable to function properly, then the board should minute the reason for extending the trustee terms and define for how long that would be. If this means breaching your governing document, then trustees should also notify the Charity Commission. These decisions should be made without involvement of those being reappointed.
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