Given the ongoing COVID-19 pandemic, and following advice from NCVO and many eminent legal firms specialising in Charity Law, HBA's Trustees would like to take the opportunity afforded by the emergency provisions in the Corporate Insolvency and Governance Act 2020, as extended by The Corporate Insolvency and Governance Act 2020 (Coronavirus) (Extension of the Relevant Period) Regulations 2020, to hold an online Extraordinary General Meeting to amend HBA's Constitution to facilitate remote attendance at hybrid and fully-virtual General Meetings in future without recourse to emergency legislation.
Saturday 21st November @ 2pm
- To amend the charity's constitution, inserting new sub-clause 11(5), renumbering subsequent sub-clauses in clause 11, and updating cross-references as necessary.
In accordance with Clause 28 of the constitution, this motion requires 75% of those voting to vote for the motion for it to be approved.
The proposed additional sub-clause to Clause 11 (General meetings of members) is as follows:
The wording of this proposed new sub-clause draws heavily on the wording of the existing sub-clause 19(4) which deals with Trustees' meetings. However, some important changes have been made so as to minimise the chances of any member being disenfranchised by not having access to the necessary technology to allow remote participation:
- Paragraph (a) does not permit an entirely-virtual meeting, but does facilitate a "hybrid" meeting where the number of members permitted to physically meet is restricted. It also permits the Trustees to allow remote participation in a "normal" AGM held during a "normal" annual conference (without requiring them to allow remote participation – such a requirement could cause problems if there were problems with internet access to the conference venue).
- Paragraph (b) allows the Trustees to stage an entirely-virtual General Meeting, using technology of their choice. This potentially disenfranchises those without access to the chosen technology, so the bar for permitting such a meeting is quite high – that it is impossible or impractical to hold a physical meeting. It is not a decision the Trustees can make just because it is convenient. The existing requirement that Trustees' always act in the best interest of the charity mean that they should select technology that is widely- and easily-used.
- Paragraphs (c) and (d) confirm that the usual rules around participation, quorum, and voting apply at meetings with remote participation just as they do with entirely physical meetings.
The proposed changes can be seen change-tracked in context in the DRAFT CONSTITUTION.
Attendance at the meeting is open to representatives of all Full Member stations, and to Associate Members; however, the online meeting can only handle 100 participants, so please:
- only one person per station should join the meeting; and
- if you are content not to be present, please APPOINT THE CHAIRMAN OF THE MEETING AS YOUR PROXY.
HBA's Main Contact at each station, or anyone with "Station Administrator" rights on your station's HBA membership record can easily appoint the Chairman of the meeting to act as your station's proxy, and instruct them how to vote. To do so, all you need to do is send an email to info @ hbauk.com stating:
Further details of the meeting agenda, and copies of all papers referred to are available below. If you need further information, or have any questions or comments about the agenda of any of the documents to be formally received at the meeting, please do not hesitate to get in touch - simply email info @ hbauk.com.
Following the formal business, there will be a short informal meeting, during which members will be free to raise any topic.