A co-operative or community benefit society can hold a hybrid or online AGM if its registered rules allow it. The Co-operative and Community Benefit Societies Act 2014 leaves the method of holding meetings to each society’s rules. So the first job is to read your rules, and amend them if they don’t cover remote attendance and voting.

This guide covers societies registered with the Financial Conduct Authority (FCA) in Great Britain. It is general information, not legal advice.

What the 2014 Act says, and what it leaves to your rules

The Act doesn’t set out a procedure for general meetings. Instead, section 14 lists matters your rules must cover. One of them is “the method of holding meetings, the scale and right of voting, and the method of making, altering or rescinding rules”.

That means your registered rules are the main source on:

  • whether members can attend by video or phone;
  • whether a meeting can be fully online, or must have a physical venue;
  • how members vote, including in advance, by post or electronically;
  • whether proxies are allowed;
  • the quorum, and who counts towards it.

During the pandemic, Schedule 14 of the Corporate Insolvency and Governance Act 2020 let registered societies hold general meetings by electronic means, whatever their rules said. That flexibility applied only during a “relevant period” that ended with 30 March 2021. It no longer applies, so a society now relies on its own rules.

How to check your rules for remote attendance and voting

Get the version of your rules currently registered with the FCA. You can find registered rules on the Mutuals Public Register. Then look for these points.

Definitions

Look for definitions of “meeting”, “present”, “Electronic Means” or “in person”. A definition of “present” that only counts people in the room will stop online members counting towards the quorum.

Notice of meetings

Check whether the notice must state a “place”. Check whether it can be sent by email, and whether it can include joining details.

Attendance and speaking

Look for a rule that says members can take part from different places, as long as they can communicate with everyone at the meeting.

Voting

Check whether a “show of hands” can include an electronic equivalent. Check whether ballots can be taken by secure electronic means, and whether advance or postal voting is allowed.

Proxies

Check whether proxies are allowed at all, the deadline for appointing one, and any limit on how many members one proxy can represent.

If your rules require members to be physically present, or say nothing at all, take advice before relying on online attendance. Co-operatives UK’s guidance on hybrid AGMs says to check that your documents don’t require members to be in the same location and don’t prohibit electronic participation. If they do, amend them before planning a hybrid meeting.

Amending your rules

Changing the rules is a two-stage process: the members approve the change, then the FCA registers it.

Stage 1: the members’ decision

Your current rules say how they can be changed. This is usually a resolution at a general meeting with a set notice period and a higher majority. For example, the Co-operatives UK Community Benefit Society model rules need an Extraordinary Resolution, defined as at least 75% of votes cast. The meeting needs 14 clear days’ notice, and the notice must include details of the changes. Follow your own rules, not the model.

If your current rules don’t allow online attendance, hold the meeting that approves the change in the way your existing rules allow.

Stage 2: registration with the FCA

Under section 16 of the 2014 Act, an amendment of a registered society’s rules “is not valid until the amendment is registered”. The FCA’s guidance in RFCCBS 8.6 adds that:

  • a society can only start using the new rule once the FCA has registered it;
  • rule changes take effect on the date of registration, and cannot be registered retrospectively;
  • amendments can be complete (a new rule book) or partial;
  • for a partial amendment, the FCA asks for two copies of the amendment, each signed by three members and the secretary, plus a copy of the existing rules marked up to show the changes;
  • societies that are charities or housing associations may need consent from their other regulator.

For co-operative and community benefit societies in Great Britain, the FCA’s forms page says you can submit complete or partial amendments through the Mutuals Society Portal or on a paper form. The FCA accepts electronic signatures. Check the FCA’s pages for any fee before you apply.

Build in time for registration. The new rule doesn’t apply until the FCA registers it, so don’t schedule your first hybrid AGM for the week after the vote.

Example rule wording

The Co-operatives UK Community Benefit Society model rules (2022 version) include this rule on attendance (rule 60):

A Member is able to exercise the right to speak at a general meeting and is deemed to be in attendance when that Person is in a position to communicate to all those attending the meeting. The Directors may make whatever arrangements they consider appropriate including whether a general meeting will be held virtually, at a physical location or as a hybrid meeting, to enable those attending to exercise their rights to speak or vote at it, including by Electronic Means. In determining attendance at a general meeting, it is immaterial whether any two or more Members attending are in the same place as each other, provided they are able to communicate with each other.

The same model rules define “Present”, for quorum purposes, to include members taking part without being there in person. They also define a “Show of Hands” to include “equivalent confirmation of a vote” at a meeting held by electronic means. Rule 71 lets the directors arrange advance voting, including postal voting or voting by electronic means.

This wording is an example only. It belongs to a specific model and works alongside its other definitions. Adapt it with advice from your federal body or a solicitor so it fits the rest of your rules. The FCA will assess whether the amendment is consistent with the legislation.

Community benefit societies and community energy

Community benefit societies follow the same process. One extra point: if your society has an asset lock under the Community Benefit Societies (Restriction on Use of Assets) Regulations 2006, the model rules note that the asset lock rule can’t be altered. Changing your meeting rules doesn’t touch it, but make sure a complete rewrite doesn’t change it by accident.

If your community energy group is registered as a community benefit society or co-operative, your registered rules again decide how meetings work. Societies that raised money through a community share offer may have members spread over a wide area. A hybrid meeting, with advance voting, can make it easier for them to take part.

Running the day

Quorum

Count members in the room and online together, if your rules allow it. Agree in advance who confirms the quorum, and how. Decide what happens if the online link fails. The Co-operatives UK model rules, for example, say the chair must adjourn if a quorum stops being present.

Identifying members

Only members should vote. Check online attendees against your register of members before the meeting. One way is to give each member a personal link or a one-time code. Keep a record of who attended in person and who attended online.

Speaking and questions

Members online must be able to take part, not just watch. Co-operatives UK’s hybrid guidance stresses treating members in the room and online fairly. Take questions from both groups, and consider collecting questions in advance.

Voting

Use a method that lets every member vote at the same point in the meeting, wherever they are. Make sure each member can vote only once. If your rules allow advance votes or proxies, add them to the count in the way your rules say. For guidance on proxies, see our proxy voting guide.

Minutes

Record the attendance, how the quorum was met, the exact wording of each resolution and the result. Note any technical problems and how the chair dealt with them. Keep a copy of the voting results report with the minutes.

Our AGM supports this kind of meeting: hybrid check-in with a live quorum count, secure voting before and during the meeting, digital proxy appointment, and results and audit reports.

Checklist

  • Get the rules currently registered with the FCA, not an old draft.
  • Check the definitions of “meeting” and “present”, and the rules on notice, attendance, voting and proxies.
  • If the rules don’t clearly allow remote attendance and voting, draft an amendment with advice.
  • Hold the general meeting to approve it, following your current rules on notice and majority.
  • Submit the amendment to the FCA, signed as the FCA requires.
  • Wait for registration before relying on the new rule.
  • Plan the day: quorum count, member identification, questions from both rooms, voting and a fallback if the technology fails.
  • Send clear joining instructions with the notice, and a reminder closer to the date.
  • Minute attendance, quorum, resolutions and results, and keep the voting report.

Sources

Running your next AGM or election online? Our AGM puts papers, live stream, questions, voting and results in one place, run by your own team.

Book a free demo → · Our AGM for co-operatives & mutuals