A company limited by guarantee can usually hold a hybrid general meeting, with some members in a room and others online. The Companies Act 2006 doesn’t prevent electronic attendance, and the Model Articles allow members to attend from different places. Fully virtual meetings, with no physical venue, are less clear-cut and are best covered by an express article.

This guide is for companies limited by guarantee in the UK, such as charitable companies, clubs and membership associations. It is general information, not legal advice. Your own articles decide most of the detail.

General meetings under the Companies Act 2006

Some key points for a private company:

  • Do you need an AGM? Section 336 requires public companies, and private companies that are traded companies, to hold an AGM. Your articles may still require one, so check them.
  • Notice. A general meeting of a private company needs at least 14 days’ notice (section 307). The notice must state the time, date and place, and the general nature of the business (section 311).
  • Quorum. Unless the articles say otherwise, two qualifying persons present are a quorum (section 318). Qualifying persons are members, corporate representatives and proxies, with some exceptions.
  • Proxies. Every member is entitled to appoint a proxy to attend, speak and vote (section 324). Articles can’t require the appointment more than 48 hours before the meeting (section 327).
  • Electronic attendance. Section 360A says nothing in the meetings part of the Act is to be taken to preclude a meeting where people “who are not present together at the same place may by electronic means attend and speak and vote at it”.
  • Records. Minutes of general meetings must be kept for at least ten years (section 355).

Section 360A removes any statutory barrier, but it doesn’t give members a right to attend online. That comes from your articles and the arrangements the directors make.

What the Model Articles say about attendance

If your company was formed with the Model Articles for private companies limited by guarantee, or adopted them, article 23 deals with “Attendance and speaking at general meetings”. It says:

  • a person can exercise the right to speak when they can “communicate to all those attending the meeting, during the meeting, any information or opinions” on the business (23(1));
  • a person can exercise the right to vote when they can vote during the meeting, and their vote is counted at the same time as everyone else’s (23(2));
  • “The directors may make whatever arrangements they consider appropriate to enable those attending a general meeting to exercise their rights to speak or vote at it” (23(3));
  • “In determining attendance at a general meeting, it is immaterial whether any two or more members attending it are in the same place as each other” (23(4));
  • people in different places attend a general meeting if they are able to exercise any rights to speak and vote they have (23(5)).

Other Model Articles matter too. Article 24 says no business except appointing the chair can take place without a quorum. Article 28 says a vote is decided on a show of hands unless a poll is duly demanded. Article 30 lets the chair, the directors, two or more members with voting rights, or members with at least one-tenth of the voting rights demand a poll.

Many guarantee companies have bespoke articles, often based on older model forms. Read your own articles rather than assuming they match the current Model Articles.

Hybrid or fully virtual?

Hybrid meetings

A hybrid meeting has a physical venue, and some members join electronically. Article 23 of the Model Articles fits this well. The notice states the venue, as section 311 requires, and the directors set up the online arrangements under article 23(3). Online members must be able to speak and to vote at the same time as those in the room.

Fully virtual meetings

A fully virtual meeting has no physical venue. The Act doesn’t say whether “the place of the meeting” in section 311 can be an online platform. Article 23(4) helps, because members don’t need to be in the same place. But it doesn’t expressly say a meeting can have no physical place at all.

If you want the option of fully virtual meetings, the safer course is an express article. It should say that a general meeting may be held wholly by electronic means, and explain what the notice will contain instead of a venue. Take advice on the wording.

The pandemic exception has ended

During the pandemic, Schedule 14 of the Corporate Insolvency and Governance Act 2020 let companies hold general meetings that “need not be held at any particular place”, by electronic or other means. It also overrode anything to the contrary in the articles. That applied only during the “relevant period”, which ended with 30 March 2021. The Act capped any extension at 5 April 2021. A meeting held now relies on the Companies Act 2006 and your articles alone.

Amending your articles

A company may amend its articles by special resolution (section 21). A special resolution needs a majority of not less than 75% (section 283):

  • on a show of hands, 75% of the votes cast by those entitled to vote;
  • on a poll, members representing 75% of the total voting rights of members who vote in person, by proxy or in advance;
  • as a written resolution, members representing 75% of the total voting rights of eligible members.

After passing it:

  • send a copy of the resolution to Companies House within 15 days (section 30);
  • send a copy of the amended articles within 15 days of the amendment taking effect (section 26).

If your company is a charity, the Commission’s guidance for charitable companies also asks you to send the changes to the Charity Commission as quickly as possible. Changes to meeting procedure are not among the regulated alterations that need the Commission’s prior consent. See our guide to online and hybrid AGMs for charities.

Written resolutions as an alternative

A private company can often skip the meeting altogether by using a written resolution. Under section 288, either the directors or the members can propose one. Two resolutions can’t be passed this way: removing a director under section 168, or removing an auditor under section 510.

Points to watch:

  • The threshold is higher. An ordinary written resolution needs a simple majority of the total voting rights of eligible members (section 282), not just of those who reply. A special written resolution needs 75% of the total voting rights.
  • Say it’s special. A written resolution is only a special resolution if it states that it was proposed as one (section 283(3)).
  • It lapses. Unless your articles set a different period, it lapses if not passed within 28 days of the circulation date (section 297).

Because written resolutions count non-responders as “against”, they suit small or highly engaged memberships. For a large membership, a meeting with advance or online voting is often more practical.

Running a hybrid meeting

  • Notice: state the venue and explain how to join online, how to vote and how to appoint a proxy.
  • Check-in: confirm each attendee is a member, proxy or corporate representative, in the room and online.
  • Quorum: count both groups together and record the count at the start.
  • Speaking: take questions from both groups. Consider collecting questions in advance.
  • Voting: make sure every member votes once, at the same point. Use a poll for anything contested.
  • Failure plan: decide in advance what the chair will do if the online link drops.
  • Minutes: record attendance by group, the quorum, each resolution’s exact wording and the result.

Our AGM supports hybrid check-in with a live quorum count, digital proxy appointment, secure voting before and during the meeting, and results and audit reports. For more on proxies, see our proxy voting guide.

Checklist

  • Read your current articles, including any amendments filed at Companies House.
  • Check what they say about attendance, notice, quorum, voting, polls and proxies.
  • If you use the Model Articles, article 23 already supports hybrid attendance.
  • If you want fully virtual meetings, add an express article, with advice.
  • Pass any amendment by special resolution, and file it with Companies House within 15 days.
  • For a charitable company, send the changes to the Charity Commission too.
  • Consider a written resolution where the business is simple and the membership small.
  • Set up check-in, quorum counting, voting and a fallback plan before the day.
  • Keep the minutes for at least ten years.

Sources

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