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On 19^th July 2024, the Charity Commission refreshed its meetings guidance for charities in what it’s called ‘the Zoom era’. The regulator is calling on charities that hold online meetings to review their governing document to ensure it is up to date. Pippa Garland, Partner in Charity and Philanthropy Law at Russell-Cooke Solicitors, takes a look at the key highlights…

The updated guidance reflects the reality of increasing online meetings. Governing document and policy checks may be required, and useful tips on minutes are also included.

Here are some key takeaways:
- You must check and comply with the rules in your governing documents about meetings, otherwise decisions could be invalid.

- You should amend your governing document if it is silent about how you hold meetings, does not give enough details, or has rules that are no longer workable.

- If you want to hold virtual or hybrid meetings, your governing document should specifically allow for this. Your governing document should also say:

+ Whether all meetings could be virtual / hybrid, or if there is a minimum that must be face to face;
+ How you give notice;
+ How you will hold votes; and
+ How you will adjourn such meetings.
 
Charities should also have a policy detailing:
+ How people at virtual / hybrid meetings can ask questions;
+ How they can join the debates;
+ How you will share / display documents; and
+ What you will do if there are technology problems. (This should be set out in your governing document.)
 
Other important points:

- You should hold at least two trustee meetings a year.

- Trustees have collective responsibility, which applies even if as a trustee you did not attend a meeting, or voted against a decision.

- Third parties can be invited to trustee meetings (e.g. advisers, beneficiaries), as well as charity staff.

- Agendas should be shared before a meeting and make clear which items are for discussion and which need a decision.

Agendas should include:
+ A standing item on conflicts of interest;
+ An item to discuss the charity’s financial position and performance; and
+ An “any other business” item.
 
- For electronic meetings, consider appointing a moderator, to monitor those attending virtually and support the chair.

- Check the governing document for your quorum (minimum number of trustees / members that must attend to make valid decisions). Keep this under review. If your governing document is silent on it, amend to include.

Minutes:

They do not need to be a word-for-word record, but should record important information. This includes:

+ Details of the charity, date / time of the meeting and attendees;
+ Conflicts of interest and how they were managed;
+ Summary of discussions of agenda items;
+ Decisions made and exact wording of resolutions voted on;
+ Full reasons explaining why you made your decisions, and the information on which you based those decisions;
+ Any specialist advice taken; and
+ Who voted and how.

Minutes should be sent out asap after a meeting, approved at the beginning of the next meeting, and signed by the chair.
 
They should be stored for at least six years (trusts, unincorporated associations or CIOs) or 10 years (charitable company).

You can access the full Charity Commission guidance here and the press release announcing the update here.