A charity in England and Wales can hold an online or hybrid AGM where its governing document allows it. The Charity Commission’s guidance says that if you want to hold virtual and hybrid meetings, you should amend your governing document so that it says so explicitly. What you need to check depends on whether your charity is a CIO, a company or an unincorporated association.

This guide covers charities in England and Wales. It is general information, not legal advice.

What Charity Commission guidance says

The Commission’s guidance Charity meetings (CC48), updated on 19 July 2024, says charities can meet face to face, virtually or in a hybrid format. It calls virtual and hybrid meetings “a useful and cost-effective way to carry out charity business”. Examples include members who live far apart, or who find face-to-face meetings difficult because of a disability.

The key instruction is:

If you want to hold virtual and hybrid meetings, you should amend your governing document so that it explicitly says you can hold meetings that way.

CC48 suggests either changing the definition of “meeting” to include virtual or hybrid meetings, or adding or amending a clause. It says the governing document should cover:

  • whether all meetings can be virtual or hybrid, or whether, for example, at least one a year should be face to face;
  • how you will give notice of virtual and hybrid meetings;
  • how you will hold votes at them;
  • how you may adjourn them.

It also recommends a separate policy on how people at virtual and hybrid meetings can ask questions, join the debate and see documents. Plan for technology problems, too. CC48 suggests you could continue if the meeting is still quorate, or adjourn.

When CC48 was refreshed, the Commission’s announcement said trustees “should make sure any rules around holding meetings are up to date and practical”.

Reading your governing document by charity type

Charitable incorporated organisations (CIOs)

A CIO’s constitution sets out how general meetings work. The CIO General Regulations 2012 deal with matters such as members’ decisions, minutes and electronic communications. They don’t replace your constitution’s rules on how a general meeting is held.

Don’t assume the model constitution covers online general meetings. In the Commission’s current association model constitution (November 2023), the clause on taking part “by suitable electronic means” sits under trustees’ meetings. The general meetings clause asks the notice to “give the address at which the meeting is to take place”. The model does offer optional postal and email voting, and a poll may be taken “through the use of postal or electronic communications”.

So check your own constitution for:

  • a clause allowing members to attend general meetings electronically;
  • what the notice must contain, especially any requirement to give an address;
  • whether proxy, postal or email voting is included (these are optional in the model);
  • the quorum, and whether online attendees count towards it.

Charitable companies

A charitable company follows the Companies Act 2006 and its articles of association. Company law doesn’t stop electronic attendance. Section 360A says nothing in the meetings part of the Act prevents people who are not in the same place from attending, speaking and voting by electronic means. But your articles still govern how meetings run.

CC48 notes that a charitable company must give at least 14 days’ notice of a general meeting. A general meeting usually needs at least two members present to vote. For more detail, see our guide to hybrid general meetings for companies.

Unincorporated associations

An unincorporated association depends entirely on its constitution. Older constitutions often assume everyone is in the same room. If yours doesn’t mention virtual or hybrid meetings, follow CC48 and amend it before relying on them. Where the governing document is silent, CC48 says to give reasonable notice of at least 3 weeks.

Changing your governing document

CIOs

Under section 224 of the Charities Act 2011, a CIO amends its constitution by a resolution passed either by a 75% majority of those voting at a general meeting, or unanimously by the members otherwise than at a general meeting. Votes by proxy or post count at the meeting, if voting that way is permitted.

The Commission’s CIO guidance on changing your governing document says to send the change to the Commission within 15 days of the members’ resolution. Changes to meeting rules are not “regulated alterations”, so they don’t need the Commission’s prior consent. Regulated alterations cover purposes, dissolution and benefits to trustees or members (section 226).

Charitable companies

A charitable company changes its articles by special resolution. Under section 283 of the Companies Act 2006, that means a majority of not less than 75%. The Commission’s guidance for charitable companies says to send the resolution and amended articles to Companies House within 15 days, and to the Commission as quickly as possible.

Unincorporated associations: the Charities Act 2022 change

The Charities Act 2022 gave unincorporated charities a new statutory power to amend their governing documents. It is in section 280A of the Charities Act 2011 and came into force on 7 March 2024, according to the Commission’s Charities Act 2022 guidance.

For an association with voting members, the Commission’s guidance for unincorporated associations says you need:

  1. a trustees’ resolution, passed by a majority; and
  2. a members’ resolution, agreed by at least 75% of those who attend and vote at a general meeting, or unanimously if the vote is held outside a meeting.

You must send the Commission a copy of the resolution. Regulated alterations, such as changing purposes, need the Commission’s consent. Meeting rules are not on that list.

If your current document doesn’t allow online meetings, hold the meeting that approves the change in the way your document currently allows.

Voting, proxies and minutes

Voting

CC48 says a show of hands may not be suitable at general meetings, because results can be unclear in larger groups. That’s especially so where some members have more than one vote. Check your governing document for whether you can use proxy votes, postal votes and electronic votes.

At an online or hybrid meeting, members in the room and online need to vote at the same point. Make sure each member votes once, and keep an audit trail.

Proxies

There’s no single rule for charities. A charitable company’s members have a statutory right to appoint a proxy under section 324 of the Companies Act 2006. For CIOs and unincorporated associations, it depends on the governing document. In the CIO model, proxy voting is optional. See our proxy voting guide.

Minutes and attendance

CC48 says to record which members attend an AGM. For virtual and hybrid meetings, keep a record of the people who attend electronically. Minutes should show who was there, any conflicts of interest declared and how they were managed, and the exact wording of resolutions. CC48 gives these retention periods:

Charity type Keep minutes for at least
Trusts and unincorporated associations 6 years
CIOs 6 years
Charitable companies 10 years from the date of the meeting

Our AGM can help with the practical side, including member login by emailed or texted code, secure voting, digital proxy appointment, moderated Q&A, and results and audit reports.

Checklist

  • Confirm your charity type: CIO, charitable company, trust or unincorporated association.
  • Read your governing document for rules on meetings, notice, quorum, voting and proxies.
  • If it doesn’t explicitly allow virtual or hybrid meetings, draft an amendment, as CC48 recommends.
  • Cover notice, voting, adjournment and whether any meetings must be face to face.
  • Pass the amendment by the right method for your charity type, and notify the Commission (and Companies House for a company).
  • Write a short policy on questions, debate and sharing documents at online meetings.
  • Plan for technology failure: continue if quorate, or adjourn.
  • Use a poll for contested or important votes.
  • Record electronic attendance as well as in-person attendance, and keep minutes for the required period.

Sources

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