Virtual AGMs -- how to arrange and hold them

The following guidance has been provided by Robert Barham, garden square law specialist

GARDEN COMMITTEES IN THE ROYAL BOROUGH OF KENSINGTON AND CHELSEA

HOLDING AN AGM DURING COVID-19

1 INTRODUCTION

The COVID-19 pandemic and the associated government restrictions (e.g. social distancing,

the rule of six, etc.), have made it harder for entities to hold meetings, with some private

companies opting not to hold AGMs at all. Although the Kensington Improvement Act 1851

(the Act) does not include an express requirement to hold an AGM, one should be held given

that the following can only be effected at an AGM:

- Appointment of a sub-committee;

- Removal of a sub-committee;

- Approval of the accounts for the previous year;

- Approving the budget for the forthcoming year;

- Deciding the total amount of money to call for from the RBKC in the forthcoming

financial year.

As regards holding the AGM, the Act does not impose many specifications. It is therefore

advisable to draw on common sense and company law for indications and suggestions on

procedure whilst making sure that Government health-related requirements are complied

with. It will be important to consider the location of the meeting, the notice requirements for

convening the meeting and the general conduct of the meeting.

2 LOCATION OF THE MEETING

Section 44 of the Act states that meetings can be convened at such time and place as is

expressed in the notice given by the Secretary of the Garden Committee (or by five members

of the garden). We would therefore advise that the sub-committee exercises the implied

permission to hold the AGM electronically. Platforms such as Zoom, Microsoft Teams or

Skype are all viable options. The following logistical issues should be considered:

i. Platforms such as Zoom may apply time limits for free meetings hosted by unpaid

accounts. If hosting the AGM on such a platform, you will need to ensure that time

limits either don’t apply or there is no risk of the meeting exceeding the platformimposed

maximum timeframe.

ii. Are there any individuals who might otherwise attend the meeting, but are unable to

access the internet or are not internet capable? If so, will they be able to attend at

the property of someone who is able to access the meeting via the internet (or

attend in person in line with point iii., below)? It may also be possible for individuals

to dial in by telephone.

iii. Will certain individuals attend the meeting in person (within Government restrictions)

and the remainder attend via the online platform? If so, the group attending in

person can be comprised of those with the most involvement in the running of the

AGM and anyone without internet capability.

3 NOTICE TO CONVENE THE AGM

Section 44 of the Act sets out that notice of meetings must:

2 23754874.1

i. be called by the Secretary of the Garden Committee normally following discussion

by the sub-committee (or alternatively by at least five members of the garden);

ii. be affixed to all the gates and every entrance to the garden; and

iii. give at least seven days’ notice.

Certain potential AGM attendees may be self-isolating or shielding and may therefore not

see the notice. Therefore, while there is no technical obligation to do any more than affix the

notice to the entrance gates of the gardens, it is worth considering other means to attempt to

reach potential attendees. Potential solutions include giving notice by email or by letter, or

providing a longer notice period to increase the likelihood of potential attendees seeing the

notice or hearing about the AGM. If notice is given by letter or email, that communication

can explain why notice is being given this way this year and how the AGM will be conducted

(see below).

4 CONDUCT OF THE MEETING

Aside from the appointment of a chairman, the Act provides few specifications for the conduct

of the AGM. As above, practicality and common sense should therefore dictate how the

chairman conducts the AGM.

Given the restrictions created by having to hold the meeting electronically, rather than in

person, we would suggest the following measures:

i. In advance of the AGM, circulate an explanation for why the meeting is to be held

electronically and setting out the procedure for the meeting;

ii. Request that any topics or questions from attendees, are submitted in writing

beforehand;

iii. Collate the submitted topics and questions and incorporate them into an agenda for

the meeting;

iv. Circulate this agenda in advance of the meeting;

v. Explain that everyone will be muted by the chairman until either it is their turn to

speak (in accordance with the agenda) or they have raised their hand/indicated that

they wish to speak (perhaps by raising a sheet of white paper at chest height in front

of the camera, as this should be easily identifiable by the chairman);

vi. The chairman can then unmute the relevant person and allow them to speak,

provided that the topic is relevant and they are relatively concise; and

vii. Any voting required can either be done by poll vote by way of a poll cards setting

out the relevant resolutions, filled out and returned to the chairman in advance of

the AGM, or in a similar format to the request to speak, with the chairman asking

those voting in favour/against a motion to raise their hands (or their pieces of

paper).

The above means have been recently implemented by private companies and we would

suggest that they are readily applicable to your situation. If you have any questions regarding

any aspect of the above though, please do not hesitate to contact Patrick Alexander

(patrick.alexander@cripps.co.uk) or Robert Barham (Robert.barham@cripps.co.uk)

Cripps Pemberton Greenish

September 2020