Holding (or not holding) General Meetings of Members in extraordinary circumstances

The current issues relating to the COVID-19 virus give rise to some difficult problems for many organisations that are required to hold regular meetings of members (including companies and not-for-profit organisations such as societies and charities).  This is particularly pertinent in March when many organisations face the need to hold an annual general meeting within a specified period after the end of an entity’s financial year – commonly 31 March.  While the current issues do not often arise, it is not uncommon for organisations to face difficulties holding meetings where their constitutions require a specified quorum but some members are unable to attend.  Legally, a meeting held without the required quorum being present is invalid (see Re Dannevirke Motor Co Ltd [1920] GLR 266). “On 16 March 2020, the Government advised public events or mass gatherings where 500 or more people are together in one place, at one time should be cancelled” (a quotation obtained on 16 March from the Ministry of Health website. Where there are restrictions on the movement of people or meetings of groups of people the inter-related legal obligations imposed on organisations concerning the meetings they are required to hold need to be considered.  Those organisations need to comply with those obligations, but they also need to consider their other legal obligations, such as: The requirements of the constitution of an entity (such as a company, a society or a charity) to hold an annual general meeting at certain times (typically 3-4 months after the end of the financial year, allowing time for the entity’s annual accounts to be completed and then reviewed or audited...