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| Business Start-Up: Legal Requirements | | |
 A private company limited by guarantee in England and Wales must have at least one director, one member, and may have a secretary.
You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary.
A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.
You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director.
The directors and secretary of your company can also be members.
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.
Under the Companies Act, there is no restriction on any or all of the members being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).
There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.
Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.
Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.
Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.
So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
A guarantee company can hold property, and can borrow money in its own name.
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| 1. Guarantee company subscribers may be residents outside the UK.
2. You must appoint a minimum of 1 Director.
3. Directors can be corporate bodies or private individuals.
4. A Director can be of any nationality.
5. All companies must appoint a company Secretary.
6. A Secretary can be of any nationality.
7. If there is only ONE Director he or she CANNOT also be the Secretary.
8. They have legal identities separate from its members.
9. Individual members are almost totally protected against liability.
10. They can buy and sell property in the name of the organisation. |
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- DEAR VISITORS, If you want to become familiar with the description and the contents of UK guarantee company formation packages, offered by our company and to find above, what kind of service is included in this or that guarantee company incorporation package, to get an idea about the price of annual renewal of the service, and about the general legal requirements to the company incorporation within foreign countries, please, select the package you need from the list, situated below the banner. The information in the banner will be renewed according to the package you've chosen.
Please note » The prices payable for the items that you order are clearly set out in the web site. There will be no contract of any kind between you and us unless and until we receive payment from you. We act as your agent in the incorporation of companies and electronic filing of Companies House forms. We are not able to guarantee that any such filing will be acceptable to Companies House, nor are there any contractual obligation upon us to do so. If Companies House rejects incorporation or other electronic filing, we will credit your account with a full refund and the contract between us will be made void. Companies House does not offer a cancellation facility for the incorporation of companies or the electronic filing of documents. We will be unable to cancel any such submission on your behalf and will not refund any payment you have made. All prices shown at Coddan Web Site (www.uk-companies-formations.co.uk) are in Great British pounds.
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 What Is This Section About?
This section contains guidance on the law and good practice of charity meetings. It will be particularly useful to the Chair and Secretary of the charity, but all trustees are advised to read it to ensure they know what is expected of them and what information should be provided at meetings of the charity.
The courts have accepted that a valid meeting normally consists of at least two people who can both see and hear each other. This means that telephone conference facilities cannot be used to transact business where the governing document or the law requires a meeting.
There is no general rule of law which says that the business of charities has to be conducted at meetings. The governing document of a charity may authorise the trustees to conduct the business of the charity by telephone, fax or internet facilities or by the circulation of papers. The requirements for charitable companies to have meetings of their members, and to transact certain items of business at meetings of their members, can now be dispensed with in certain circumstances. However, the governing documents of many charities do require meetings to be held and will often state the number and types of meetings that must be held.
Where business is transacted at meetings, it is essential for the good governance of charities that the meetings should be effective. Meetings provide an environment for informed decision making, clarification of responsibilities and monitoring the implementation of decisions.
The way in which meetings should be called, and conducted, is often set out in the charity's governing document, or in the rules or practices of the charity trustees, members or subscribers. The Charities Act 1993 also supplements constitutional provisions relating to charity meetings, while the Companies Act 1985 regulates meetings procedures in charitable companies. Our advice on good practice is merely for guidance and cannot take precedence over what is actually stated in the charity's governing document which must always be followed. If the governing document contains provisions that are unworkable it is possible for these to be changed. Trustees are advised to contact the Charity Commission for further guidance.
We have divided this guidance into two parts: Part I: Meetings Generally. This gives guidance on the law and best practice in the planning, running and recording of meetings and the role played by the Chair and Secretary. Part II: Types of Meeting. This gives guidance on the different types of meeting a charity can have.
- Meetings Generally
There are a number of common factors in the running of any type of meeting (for example, the role of the Chair, planning the meeting and determining a quorum) which are dealt with in the following pages. Advice on the conduct of individual types of meeting (such as an AGM) can be found in Part II of this guidance.
- Procedure For Calling Meetings
We recommend that all meetings are called using a notice and an agenda. It is important for the Secretary to be familiar with and understand the rules and regulations that apply to the type of meeting being called and in particular any limits on the power of the meeting to deal with a matter. Charity trustees must make sure that their decisions are properly reached and actions carried out. If a decision is called into question at a later date, any mistake made in calling or running the meeting concerned, may result in the meeting being declared null and void, invalidating any decisions reached by it. This can cause difficulties for the charity, particularly if decisions on expenditure were reached at that meeting.
- Date And Time Of The Meeting
The governing document should be consulted to check if there are any specified time limits within which meetings must be held. For example, a charitable company must not allow more than 15 months to elapse between AGMs. Once any requirements have been identified, the date and time of the meeting will need to be chosen. There are a number of factors which may affect when a meeting is held, for example:
The type of meeting. The availability of charity trustees, key staff and/or members (you may need to avoid school holidays or local events). The date on which accounts that are to be approved or laid before a meeting will be available. The availability of the desired venue.
- Quorum
The charity's governing document will normally specify the quorum applicable to each type of meeting, but if it does not, then the quorum may be established by the practice of the charity. In these cases we advise charity trustees to record this in the rules or regulations they have established for the conduct of meetings. If the Articles of Association of a charitable company do not prescribe a quorum for general meetings of the company, the quorum is two members personally present at the meeting. We would advise the charity to think carefully about the number of people needed for a quorum. If the quorum is too high, any absences may make it difficult to have a valid meeting. If it is too low, a minority may be able to impose its views unreasonably.
We recommend that the quorum for a trustees' meeting is a minimum of one-third of the total number of charity trustees plus one, e.g. 10 charity trustees will have a quorum of four. For general meetings we advise that careful thought is given to the quorum specified in the governing document. It needs to be appropriate to the size of the organisation and the number of members. For example, a charity with a membership of 20,000, and a quorum requirement of 20% of members (i.e. 4000 people) entitled to attend and vote, might find itself in difficulties.
If a meeting does not have a quorum, it cannot make any decisions. The governing document may say whether the quorum must be maintained throughout the meeting for the effective transaction of business, or whether it is sufficient that a quorum be present at the start of the meeting. If it does not, the charity trustees will need to establish the position through the making of a suitable rule. We recommend that the quorum is maintained throughout the meeting so as to ensure that each item of business is considered by an adequately representative group of people.
If a quorum cannot be achieved regularly, or that specified in the governing document is unworkable, the charity trustees should contact us for advice.
- The Role Of The Secretary. Establishing A Timetable
It is advisable to set up a timetable for organising the meeting. Working back from the date the meeting is to be held, the Secretary may need to identify:
The date notices have to be sent out. The date documents to be circulated with the notice have to be received.The date and time of any pre or related meeting, for instance prior to laying the report and accounts before an AGM the charity trustees will need to meet and approve them. Where the election of officers is to take place, the date by which nominations have to be received.
- Venue
The venue needs to be chosen with care. It needs to be accessible by all those entitled to attend and consideration must be given to the facilities that will be required.
- Agenda
Every meeting will benefit from a formal agenda which lists the items of business to be discussed at that particular meeting. Prior to calling the meeting the Secretary would normally discuss the proposed agenda with the Chair and any appropriate senior members of staff. It is useful to consider whether the matters being placed before the meeting are appropriate for that meeting. The Secretary is advised to check the governing document to see what issues must be covered for each type of meeting. For example, the approval of its financial statements, the re-election of officers (directors), and the appointment or re-appointment of auditors may have to be conducted at an AGM.
The order of proceedings needs to be planned, adequate time allowed for each item and the Chair made aware of the need to keep to the timetable in order to ensure that all matters are covered within the allotted time. It may be useful to indicate on the agenda how much time is expected to be allowed for each item. It is also useful to state clearly when the meeting will finish.
It is helpful to indicate whether an item of business is for discussion or whether a decision needs to be taken.
- Documentation
Secretary is advised to check that all relevant papers and/or other supporting material are made available to the charity trustees and/or members in good time. The papers placed before the meeting should:
Comply with any applicable rules or regulations of the charity on the presentation of papers. Be received by the Secretary and distributed in good time.
It is recommended that all supporting documentation is clearly marked to show: the nature and date of the meeting. The agenda item to which it relates. Page numbers on lengthy documents. It may also be useful to give each document an identifying number.
- Notice
The governing document of a charity may (subject to any statutory requirements) provide one or more ways of "giving notice" for different types of meetings. If it does not, the charity trustees may by rules or their practice have established procedures for the giving of notice. But they may, in any case, rely on the powers in section 81 (1) of the Charities Act 1993. This allows for the notice of any meeting to be posted (or delivered by hand) to the address given to the charity by the charity trustees or members. Notices sent by post are considered to have been delivered when the letter containing them would have been delivered in the ordinary course of post. Notices etc can also be faxed or e-mailed if a fax number or email address has been supplied by a trustee or member, provided the recipient has indicated a willingness to receive notices by one or other of these methods. The day when notice is received or expected to be received (for example, in the ordinary course of post) is the date of service.
Section 81 (3) of the Charities Act 1993 removes the need to send notice of meetings to charity trustees or members etc whose address is outside the UK. However, we recommend that the notice is sent to all members.
It is important to note that where a period of notice refers to clear days, this excludes, as a minimum, the day of service and the day of the meeting itself. The period between the sending of the notice and the day of service needs to be calculated in accordance with the guidance in paragraph above. Because the method of calculating the period of notice can appear complex, we recommend that trustees state clearly what their practice is. It may be helpful to include this information in the notice itself.
- Preparing The Venue For The Meeting
When planning the meeting the Secretary will need to consider how to set out the room and what equipment is needed for the meeting. For example, at a trustees' meeting each person will need space on a table for papers and it may be useful to record decisions on a flip-chart; at an AGM there may need to be a table on which papers, accounts and publications for the members are set out and someone may wish to show slides and will need an overhead projector.
- On The Day Of The Meeting
The secretary will need to make sure that:
There are spare copies of all documents needed for the meeting. Arrangements for any vote or poll which may be needed are in place. The meeting is properly convened. There is a quorum (and if required, that it is present throughout the meeting). Apologies for absence are noted. All decisions made at the meeting are minuted (if the result of a discussion is unclear, clarify decisions with the Chair during the meeting to ensure the minutes are accurate).
If it appears that a matter has been overlooked, the Secretary should draw this to the attention of the Chair. It should be remembered that decisions reached at a trustee or members' meeting are collective decisions and the decision is binding upon all charity trustees and members. It is for this reason that all charity trustees/members are encouraged to participate in all debates.
- The Role Of The Chair. Potential Problems
The Chair usually checks that the Secretary has sent out the notice, an agenda and supporting papers in good time and in accordance with any agreed timetable.
During the meeting. The Chair needs to see that the items on the agenda are covered within the timescale set for the meeting. The minutes of the previous meeting is usually the first item on the agenda. The Chair signs the minutes after checking with those present that the minutes are a true and accurate record. The Chair should offer all those attending and voting at the meeting an equal opportunity to speak on each item and encourage them to participate fully in the meeting. At trustees' meetings in particular, all charity trustees need to be active in the meeting and take part fully in the decision making process.
The Chair is strongly advised not to allow any one person to dominate the meeting. It may be harder to prevent a dominant group of people from controlling the organisation's business. Possible solutions include:
Ensuring participation by all charity trustees (or a wider proportion of members). Enforcing any procedural rules. Ensuring that charity trustees acknowledge the role of the Chair in exercising control over the meeting. Increasing the quorum of the meeting using the procedures in the governing document so that a wider group of charity trustees or members has to attend meetings for business transacted to be valid.
If the meeting needs to come to a decision, the Chair should make sure that all charity trustees (and members in a general meeting) understand what the decision means to the charity, e.g. agreeing to a grant of money or establishing an investment policy. If the governing document does not give details about the number of votes required to pass resolutions at trustees' meetings, the legal position is that decisions are made by a simple majority of charity trustees or members voting, providing there is a quorum present.
At a general meeting the Chair should make it clear to members which decisions (if any) voted upon by the members are binding on the charity trustees. It may be that the voting is merely a recommendation to the charity trustees.
- Adjournment Of The Meeting
This may happen when either the meeting itself or part of the business of that meeting is postponed until another time or indefinitely. The length of time and notice of adjournment and reconvening of the meeting may be included in the governing document. In any of the following circumstances the Chair (usually with the consent of those present) may adjourn the meeting.
Where a quorum is required throughout the meeting and the meeting becomes inquorate. This may occur if the meeting over runs and a number of members leave because of travel arrangements or more controversially a number of members may withdraw from the meeting in order to invalidate the proceedings. Decisions reached whilst the meeting was quorate, remain valid.
There is an event beyond the control of the organisation. For example, the fire alarm may go off requiring evacuation from the building or area in which the meeting is being held.
The meeting becomes so unruly either as to make the situation dangerous to those attending or so that to continue the business of the meeting becomes impossible. If the meeting resolves to adjourn. This usually only occurs if there is insufficient information to make a decision.
Depending on the circumstances, and the provisions of the governing document, an adjournment may be: to a later time in the same day; for an indefinite period; to a later date and the same place; or to a later date and another place. An adjournment is only a continuation of the meeting and the notice that was given for the first meeting holds good for it (unless the governing document of the charity provides otherwise). However, we recommend that, whenever possible, a fresh notice is sent to all those entitled to attend an adjourned meeting, particularly where the meeting is adjourned without a new date, time and venue for the adjourned meeting having been fixed before the adjournment.
We recommend that no new business should be introduced at an adjourned meeting unless notice of such new business is properly given. We recommend that at the beginning of any re-convened meeting the minutes of the earlier meeting are recapped by the Chair to avoid any confusion or unnecessary duplication of debate.
- Conflict Of Interest
It is good practice at the beginning of a meeting for every charity trustee to declare any private interest which he or she has in an item to be discussed, and certainly before any debate of the item itself. For example, one of the charity trustees may: own a building firm and the charity may be considering undertaking building work; or also be a trustee of another charity to whom a grant was being proposed.
The directors of charitable companies have, under the Companies Act, certain duties to disclose to their fellow directors conflicts between their private interests and their duties as directors.
However, it should be noted that, unless the governing document of a charity provides to the contrary (see next paragraph), the disclosure by a charity trustee to his fellow charity trustees of a private interest in a matter coming up for decision, will not by itself remove the possibility that the decision will subsequently be declared void, because of the conflict of interest. If the charity trustees are concerned about the risks of making decisions in circumstances where one or more of them has a conflict of interest and duty they should contact us for further advice.
The governing documents of some charities validate transactions in which one or more of the charity trustees has a conflict of interest and duty, often subject to conditions about declaring the private interest, not taking part in the discussion of, or voting upon, the matter in question and so on. But there are certain provisions of company law which, regardless of the terms of the company's constitution, have the effect of requiring a resolution of the members, and the consent of the Commission, to validate the transactions of a charitable company in which the directors have private interests.
- Minutes
The taking and keeping of minutes of some types of meeting can be required by either company law or the governing document of the charity. It is important to check whether any requirements about minute taking apply to your charity. Whatever may be the legal requirements, we recommend that accurate minutes are kept of all meetings. The minutes do not need to be a word for word record, but need to record information that is important to the charity. We recommend that each set of minutes gives:
The name of the charity. The type of meeting. The date and time the meeting was held. Apologies for absence. The names of those present, including n what capacity they attended e.g. trustee, adviser, etc. For what items on the agenda.
Ideally, the minutes of any meeting should be taken by someone not directly involved in the meeting, for example the secretary to the trustees rather than one of the trustees themselves. This is because it is usually difficult to take adequate notes and actively participate at the same time. However, sometimes the secretary will not be able to take the minutes, due to absence or some other reason. Equally, many smaller charities do not have staff or willing volunteers to take on this task. Where one of the trustees is to take the minutes, this person should be clearly nominated before the meeting starts (n some cases one of the trustees will also have the role of honorary secretary, in which case the task should fall naturally to them). Where a trustee is taking the minutes that person should ensure that they are able also to contribute actively to any discussion.
It should be noted that the formal minutes, once approved and signed as an accurate record by the chairman, form the only legal record of the business of the meeting. Clearly trustees can take notes of meeting for their own purposes; these should not however be used as an afterthought to the official minutes. It is important that, if a trustee is unable to agree that the draft minutes are an accurate record of the meeting, then he or she should draw the matter to the attention of the chairman before they are approved and signed. It is for this reason that copies of the draft minutes should be sent to every trustee that attended the meeting to ensure they have the opportunity to comment. If after discussion the trustee is still unable to agree then his or her dissension should be formally noted and recorded as a postscript to the minutes before they are signed.
It is normal practice to record the name of the Chair.
Approval of, and any changes made to, minutes of a previous meeting must be recorded, together with matters arising from the previous minutes which are not dealt with as a separate item of business. The minutes usually record:
The precise wording of any resolution together with the name of the proposer and (optionally) the seconder of the motion. A summary of the discussion on each item of business. Information upon which the decision was based. Details of the decision, i.e. who voted and how and, in the event of an equality of votes, if the Chair used a casting vote. The action required. The names of the people who are responsible for implementing the decision. The date, time and venue of the next meeting.
It is usual for the names of people attending a general meeting to be recorded by their signing a register at the door which is then attached to the minutes as a record of those present.
We advise that minutes are drafted as soon as possible after the meeting and circulated promptly. This is particularly important for the minutes of trustees' meetings in order to avoid delays in implementing decisions.
As the minutes are the charity's record of decisions it is important that they are accurate and stored properly. They may need to be used to support decisions approved at meetings and to show approval and adoption of the audited accounts. The minutes of all meetings, particularly trustees' meetings, need to be kept during the existence of the charity.
Retention of documents after dissolution will depend upon differing circumstances. There is no central body which keeps the records of dissolved charities. A local library or the County or other local Records Office may be willing to store them. The last Secretary to the charity trustees may keep them. The charity's solicitor or accountant might keep the records after dissolution, or another charity working in a similar field may agree to the safekeeping of the remaining documents.
A minute book needs to be used to keep a copy of all the original minutes as signed by the Chair of the meeting. Minute books are usually bound volumes, or loose leaf, as established by the charity's tradition. The minutes and any supporting documentation should be numbered to ensure that any lost or missing pages can be identified. The Secretary or person responsible for minute taking is advised to keep the minute book in a safe and secure place. We recommend that if a loose-leaf format is used, the pages are consecutively numbered and individually signed by the Chair to aid in the identification of missing pages. The final copy of the minutes is the signed set of minutes held in the charity's minute book.
A charitable company is permitted to retain its statutory books on computer. Copies of minutes can be stored on a computer.
The minutes of trustees' meetings must be made available to all charity trustees and where necessary, to appropriate professional advisers (e.g. auditors). Minutes of trustees' meetings are not open documents and do not have to be made available for public inspection, unless the charity's governing document requires this. The minutes of a general meeting are usually made available to members (in the case of a charitable company they have to be) but do not have to be made available for public inspection unless the charity's governing document requires this.
- Voting At Meetings
Governing documents rarely have details of voting procedures. More usually the charity trustees will have made supplementary rules and regulations to indicate the types of decisions that need to be decided by a vote. Votes are often first taken on a show of hands, but, particularly in a large meeting, it may not be clear what the outcome actually is. Furthermore, this method gives no recognition to plural voting rights (which may be allowed under the governing document, e.g. corporate members may have 5 votes; individual members 1 vote). There is a common law right for anyone entitled to vote to demand a poll, and it can be expected that someone will exercise this right where it may be that the outcome of the vote on the show of hands is unrepresentative. A poll is a formal count of votes on a resolution, and would give recognition to plural voting rights where available. The right to demand a poll can normally be limited or excluded by provisions in the governing document of a charity, but not always in the case of a charitable company.
Care should be taken to ensure that the voting methods are appropriate to the meeting. The governing document will often state whether the Chair has a second/casting vote. At trustees' meetings only validly appointed charity trustees have a vote.
The number of votes needed for different types of decisions may vary but is usually a simple majority. The governing document or legislation may provide alternative arrangements, for example, under the provisions of section 74 (3) of the Charities Act 1993, the resolution referred to must be passed by "a majority of not less than two-thirds of such charity trustees as vote on the resolution".
- Virtual Or Electronic Meetings
Unless the governing document specifically prohibits it, charity trustees may choose to conduct some meetings by electronic means, provided that this allows them to both see and hear each other, for example, by using video conferencing or internet video facilities. Such meetings can be useful if an emergency decision needs to be made, if trustees live a long way from any central point or if electronic communication makes it easier for charity trustees with disabilities to participate. We recommend that if virtual or electronic meetings are held, at least one physical meeting of all the charity trustees take place each year.
Telephone conferencing may be used for discussions etc or in those cases where the governing document does not require a meeting. However, this form of communication does not constitute a valid meeting in the legal sense, we would advise charity trustees not to take decisions in this way in a situation where the business concerned has to be transacted at a "meeting" as those decisions may then be capable of successful legal challenge. The situation may be different where the governing document specifically allows the charity trustees to arrange meetings in the form of a telephone conference.
- Types Of Meetings
Charities will usually have a number of different types of meetings: trustees' meetings, Annual General Meeting, EGMs/SGMs. Each of these will be dealt with in turn. Common factors relating to any type of meeting held by a charity are outlined in "Meetings Generally".
- Trustees' Meetings
The main strategic decisions of charities are made at full trustees' meetings. The governing document of the charity may specify the frequency of meetings and will usually detail the procedure for calling and running trustees' meetings. The frequency of trustees' meetings should reflect the needs of the individual organisation. For example a small grant making trust may not have a complex administration and the charity trustees may need to meet less regularly than a service providing charity, such as a playgroup, where matters for discussion will arise on a regular and sometimes unexpected basis. For effective management we recommend that:
A minimum of 2 full trustees' meetings are held in any 12 month period, where the business of the charity has to be transacted at meetings. A copy of the governing document is available at all meetings for reference purposes.
- Inviting Non-Trustees To Trustees' Meetings
The charity trustees (deciding as a group) may wish to invite non-trustees to some of their meetings. No-one, apart from the charity trustees, can vote at trustees' meetings. Charity trustees cannot delegate their responsibilities in this area and cannot ask someone else to vote on their behalf.
- Annual General Meetings (AGMs)
Do all charities need to have an AGM? No, not all charities have members or need to have an AGM. The governing document should be checked to see if an AGM is required. Charitable companies can dispense with the need to hold an AGM in certain circumstances. If the governing document does not require an AGM, the charity trustees may wish to call one (perhaps calling it a users' meeting to avoid any confusion with a formal AGM).
Whether the charity is required to have an AGM or simple organises a users' meeting, the charity trustees are only bound to act on decisions taken by the members where the governing document directs that those matters have to be decided at such a meeting. It is important that charity trustees are clear about the status and purpose of the AGM and that this is clearly communicated to those attending.
- What Is The Purpose Of An AGM?
The aim of the AGM is to provide the charity trustees and/or officers the opportunity to explain their management of the charity to the members. It also provides the members of the charity with an opportunity to ask questions before voting on business items on the agenda.
A charity's AGM is held once a year and members of the charity can attend and vote. The governing document will state when it must be held. This may be in a particular month or within a certain period after the end of the financial year.
The business that must be considered by the AGM will usually be specified in the governing document or by underlying legislation. However, the charity trustees can include any other additional items of business they feel appropriate.
- Extraordinary & Special General Meetings (EGMS And SGMS)
EGMs and SGMs are held for the consideration of non-recurring business that requires approval by the members between AGMs. Whilst these will often be called by the charity trustees to transact business such as alterations to its governing document they may also be requested by members. SGM is an equivalent term sometimes used by unincorporated associations.
Members can ask the charity trustees to call an EGM if they feel that the charity trustees are not fulfilling the charity's aims and objectives, or where they feel the charity is not being administered effectively. The members can use an EGM to seek explanations from the charity trustees for a course of action, or encourage fuller discussion on an issue. The governing document will usually set out the number of full members required to request an EGM, and how this should be done. If the request is properly made, the charity trustees cannot refuse (if they do, the members can usually call the meeting themselves).
For charitable companies company law provides that an EGM can be requested by 10% of those entitled to vote at such a meeting (even if the Memorandum and Articles of Association provide for a higher number). However, this provision may be overridden by a lower figure specified in the articles of association. If the directors fail to call a properly requested meeting, the members have a statutory right to call the meeting themselves.
- Who Can Attend An EGM?
The same people who are allowed to attend an AGM are usually entitled to attend an EGM. The governing document should be checked for any differences. The ability to call EGMs underlines the importance of keeping up to date membership records as a meeting can be called at any time.
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