Chairman's Update - AGM

Dear Member

These are exceptional and concerning times as COVID-19 impacts deeply on all our lives. Our thoughts and prayers are with all those affected by this terrible virus and with our NHS and all service workers who are doing so much to keep us all safe.

Our CEO has updated you on our staff working from home and the need to postpone our Events in the foreseeable future.

I am writing to you now to appraise you of the Trustees actions concerning our AGM. These actions follow the recent government restrictions and also the advice concerning Annual General Meetings issued by The Chartered Governance Institute earlier this week. The advice highlights that acting in accordance with The Articles of Association is critical in determining how to proceed with AGMs.

General Meetings are central to our members opportunity to voice your views and therefore we have been acting and have taken legal advice with two key principles at the forefront of our decision making:

1) To enact the voting of the membership in relation to the appointment of Trustees; and
2) To ensure that members who wish to input into General Meetings have an opportunity to do so

Given the limitation on a maximum of two people at meetings it is clear that we are currently not able to meet face to face in General Meetings. However the decisions of the membership concerning the election of Trustees do not take effect until an AGM is concluded in accordance with our Articles. Given the fact that we may not be able to meet face to face until the Autumn we do not feel that our first principle would be delivered by failing to conclude an AGM unless we can co-opt those topping the poll for election as Trustees on 6 April. Co-option is possible but has complications as those co-opted would then have to retire at the next AGM. As members you will be aware the voting for Trustees is a separate process from the AGM so there is no voting on the Election of Trustees at the AGM.

Our Notice of Meeting and Resolutions (7a and 7b) were sent out prior to the government recent advice re AGMs. Once a Notice has been sent our legal advisors expert opinion is that we are obliged to proceed with the Resolutions. Advice has been taken as to whether we could adjourn the meeting but, in accordance with our Articles, this would have the impact of not ending the meeting and therefore not allowing the Trustees election to be enacted.

We explored the option of seeking to present amendments to defer Resolutions to a General Meeting later in the year but we were advised this would not be permissible as this would be contrary to The Articles as such amendments would constitute a material change. We were however advised that it is quite permissible to set aside all other matters apart from Resolutions until a General Meeting. It was also brought to our attention that a significant number of proxy votes have already been received.

Our emphasis has been that members must have the opportunity to input into a General Meeting as soon as restrictions allow. May I remind you that the only matters covered by the Resolutions are the Financial Statements and the appointment of Auditors (7a and 7b). All other matters will be deferred until the General Meeting. At that General Meeting we shall provide a full opportunity to raise questions re the Trustees Report and the Financial statements. We suspect that by the time the restrictions will have been lifted the auditors will have already started their work. The appointment of auditors is therefore the sole area in which we anticipate the Resolutions, for which proxy votes have been received, will have a material effect.

I apologise that this has been a quite detailed explanation but these are extraordinary circumstances and we have been grappling with solutions to deliver on our two key principles thus ensuring we provide members with every opportunity to share your views and also to honour the Trustee election. I hope you will appreciate the extraordinary circumstances in which we find ourselves and the strong desire to put members first within our key principles.

Please keep safe

Kind regards

David Collier OBE
Chair of Trustees

To view the 2019 Annual Report - please click here