Background
Your articles of association form part of your organisation’s governance documents. They detail the processes for running the general meeting and the rules they are covered by. Any hybrid AGM process must be aligned with your articles to mitigate any challenge to the process. We discuss some of the key clauses to look out for specific to running a hybrid AGM process.
Quorum
This is the number of members needed at the meeting for it to be a valid meeting. Sometimes this may include those attending remotely and/or those that have cast a proxy vote ahead of the meeting.
Proxy voting
Those that cannot attend the meeting will be invited to submit a proxy vote. The process and method are likely described in your articles. As proxy voting occurs ahead of the meeting it has a negligible impact on the meeting processes on the day. However, from a member experience perspective, if digital proxy voting can be implemented and is provided on the same systems that are to be used at the AGM, for voting, then this should promote ease of use and consistency to members across the AGM process.
Notice periods
This article will give you some idea of when to start preparing for the hybrid AGM. If the notice needs to go out 30 days before the AGM and needs to contain details on how the AGM will be conducted, then you need to have agreed well in advance of the hybrid process. We recommend 6-8 weeks of planning in advance of the notice being issued.
Attendance at the AGM
Your relevant articles may mention ‘in person’ about the rights to attend the AGM. If that is the case, the right to attend cannot be interpreted as anything else other than the right for a member to physically attend the meeting at the physical location. This can be very restrictive for a hybrid AGM, meaning any member attending remotely cannot be counted in the quorum calculation and, depending on other articles, may also not allow such a member to vote remotely.
Voting at the AGM
Your articles will define the process of voting at the AGM. For hybrid AGMs, it is key that the processes allow for digital remote voting. If on the initial review of your articles, this appears not to be the case, then examine either of the following provisions within the articles:
1. A clause that mentions the AGM can be undertaken, for example, as a power for the board or other governing body to determine how the AGM is conducted. This allows for flexibility and could allow for a hybrid AGM voting process if the board or other governing body agrees. We would recommend that any agreement of this nature for using the above power properly provided is documented in the minutes of the meeting where it is agreed.
2. A ‘poll on demand’ article where, before any vote, the Chair of the meeting can call a poll and, if your articles allow, can specify how the voting for the poll can take place – effectively changing the method by which voting can take place.
Please note it is commonplace for articles to mention ‘show of hands’. This can only be interpreted as a member present at the meeting physically raising their hand and does not allow for any ‘virtual’ hand raising or raising a hand over a video call or other means of communication. Based on the results of the above exercise, we consider that scrutiny of either of the two suggested areas above could very well help remove this problem as a negative issue for hybrid AGM voting.
Summary
Checking and confirming that your articles allow for a hybrid AGM is key to undertaking such processes. Any deviation from your articles has the potential for a member or members to legally challenge the whole process and the outcomes of the AGM.
UK Engage
UK Engage offers simple and comprehensive solutions to the challenges of running complex meetings with remote and in-person attendees, including Secure AGM voting, Proxy voting, AV services, Governance reviews and fully integrated interactive meeting systems. Contact us on 0161 209 4808 to discuss your needs.