2020 AGM – Second postponement
As members are aware the AGM scheduled for the 4th of April this year was cancelled due to the Covid 19 pandemic. At the time, Trustees took legal advice and followed Charity commission guidance, which led to the postponement of the meeting until the 20th of June, 2020. This also enabled the Society to defer fees already incurred at the proposed venue on to the later date, thereby saving the society funds.
Three months on, the Council of Trustees are in the same position and face the shared dilemma of so many other Charities.
According to the current law the Society must convene an AGM within 15 months of the last meeting held in Glasgow in 2019. This date would be the 3rd of July ,2020. However, with current government guidelines regarding social distancing and the banning of large gatherings of people, it will not be possible to convene the meeting on that date. The Trustees and Company Secretary have looked at all options and alternative ways including the hosting of an online AGM but unfortunately to follow the Society’s Articles of Association, there is no such provision allowed.
It would be possible to convene an AGM at the home of the WPCS Chair with no other members present if 50 members offered proxies to enable such a meeting. The Chair would then open the meeting and immediately suspend standing orders, apart from one agenda item: the announcement of the result of the ballot for the election of 5 Trustees. However, given the current restrictions the induction process would not be possible for the newly elected trustees.
The other consideration against this option which has been a factor in the decision making process are the very high costs of postage in order to convey this message to all members by post – an extra mailout to all members costs approximately £3,000 Added to this; with only two staff members physically present at the Society Office at the moment due to the Coronavirus restrictions and furloughing, preparing the mailing would take several days. This would disrupt the core business activity of registering, passporting and transferring; at a time when we are making headway to catch up, after last years backlog and the installation of the new database early this year.
There is another factor to consider as part of this timeline. There is currently draft legislation before Parliament which is designed to assist Charities and Companies in these extenuating circumstances. The objective of the COVID-19: Corporate Insolvency and Governance Bill 2019-21 is to provide businesses with the flexibility to continue and comply with their legal obligations in the difficult conditions arising from the pandemic.
The Bill is introduced by Alok Sharma from the Department for Business, Energy and Industrial Strategy. It includes measures which allow flexibility as to how to conduct Annual General Meetings that take place between March 26th and September 30th, 2020. This would enable the society to postpone the AGM up to September 30th, subject to any further extension of time by the government if the pandemic measures are not relaxed.
Therefore, the Society’s trustees have taken the decision to follow closely the current bill which recognises the current extraordinary circumstances. It is the Society’s sincere hope and intention therefore, that it will be possible to convene a physical gathering for the AGM before the end of September government advice allowing. If for some reason it is still not possible by that time, then the Trustees will continue to align the Society’s timeline for holding the AGM with the proposed extensions or solutions offered at the time from Westminster.
Whilst this is not ideal, it is felt to be the most practical way to carry on the governance and business of the WPCS.
All nominated trustees on the ballot form have been informed of this decision.
During the last three months the trustees have continued to meet regularly to serve the membership via online meetings This practice will continue for the foreseeable future.
We thank the members for their support and understanding at this difficult time and would also like to take this opportunity to thank the society’s staff who are not furloughed, for their energies and efforts to keep the office functioning as a service for members.
The Council has pencilled in the date of September the 26th as the possible date for holding the AGM at the Vale resort near Cardiff. The decision to cancel the dinner remains. The decision to move forward with this date or postpone again will be wholly dependent on the Government’s advice and updated legislation and will be discussed at a Council meeting to be held on the 19th of August.
In the meantime, the Council of trustees will be looking at the Articles of Association to propose a resolution of amendment to cover such events as a pandemic. This will enable future trustees to have a pre agreed structure for enabling online AGM’s so as to avoid this unfortunate situation. This resolution will be put to the membership for their approval and comment at the following AGM in 2021.
In sharing this announcement of postponement online we are aware that there are many members who will not be aware of this decision. We would like to request that you as members who are aware of this notice share the information as widely as possible with your fellow members who are not ‘online’.