16 Feb 2021
By Sarah Winters, Associate Solicitor, Corporate & Commercial at Blackadders LLP
Something most organisations have adapted to during the pandemic has been virtual engagement and decision making. With restrictions on meeting face to face, boards and committees have embraced virtual conferencing platforms such as Zoom, Teams and Skype.
In normal circumstances, organisations are required to follow the rules about holding board or committee meetings in their governing document, be it their articles of association, trust deed, or constitution. These rules can be quite prescriptive, particularly where the governing document has not been reviewed in a while, and can require meetings to be held face to face.
However, during the pandemic, virtual meetings have been permitted temporarily under the Corporate Insolvency and Governance Act 2020, which introduced measures that take priority over certain rules set out in an organisation’s governing document. These measures have allowed board meetings and AGMs to be held virtually, for the passing of board and members’ resolutions e.g. approving annual accounts and appointments of new board members, all using a virtual conferencing platform.
The temporary measures under the Act have been extended to cover the current lockdown and are expected to be in place until the end of March 2021. After that date, it is anticipated that they will cease to apply, so any organisation wishing to continue to hold meetings virtually will need to ensure that doing so is permitted under its governing document.
When we asked a few organisations whether they intended to continue holding board or committee meetings virtually after the pandemic, the response was a unanimous ‘yes’! Some organisations might find it useful to have at least one face-to-face meeting each year such as a strategy meeting, but the flexibility that virtual meetings allow will continue to be attractive. Meeting remotely can also help recruit new board members or trustees who live further afield.
OSCR has recently stated that it considers having ‘virtual’ provisions in your governing document can only be a good thing in terms of the resilience of your organisation going forwards. If you wish to continue holding virtual meetings, check your governing document. We can do this for you, and, where necessary, make the appropriate changes. For more information, please get in touch with Blackadders' Corporate & Commercial Team working in Aberdeen, Dundee, Edinburgh, Glasgow, Perth, and across Scotland.
Sarah Winter, Associate Solicitor Corporate & Commercial Blackadders LLP @BlackaddersLLP
