Virtual Annual General Meetings
If your academy is required to host an AGM but hasn’t adopted the DfE’s latest Articles, you will need to review your options for them to continue online.
The Corporate Insolvency and Governance Act 2020 (Coronavirus) (Extension of the Relevant Period) Regulations 2020 (SI 2020/1031) which allowed a temporary relaxation for companies to hold a virtual annual general meeting (AGM) is no longer in force.
The Companies Act 2006 (section 360A) specifically states that there is no preclusion on the holding and conducting of a general meeting in such a way that persons who are not present together at the same place may, by electronic means, attend and speak and vote at it. But it is not clear from the Act whether this allows fully virtual meetings, or hybrid meetings where some parties attend in person and others remotely. Most commentators say it does not, hence the need for the regulations.
Not all trusts are required by their Articles to hold an AGM and those trusts that have adopted the latest Department for Education’s model articles of association for trusts (June 2021) are expressly permitted to hold the AGM virtually.
For other trusts, there are various technical ways of getting around this issue, including delaying the AGM, adjourning the AGM, passing written resolutions or holding the AGM using proxies.
If you would like any further advice or assistance in changing your articles of association, please contact us.
Contact
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Victoria Hatton
Senior Associate
victoria.hatton@brownejacobson.com
+44 (0)330 045 2808
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