Not-for-Profits’ Obligations under their Constitutions and Statutes and COVID-19

The constitutions of most societies and charitable trusts require the holding of an Annual General Meeting within 3 or 4 months of their balance date (to allow time for accounts to be compiled and in many cases audited).  31 March is the balance date for the majority of societies and charitable trusts, with 31 December being the other most popular date.  After the approval of those accounts there are statutory obligations relating to the filing of annual returns.  Because of the COVID-19-related difficulties associated with travelling to holding meetings, we posted an article on 17 March 2020, “Holding (or not holding) General Meetings of Members in extraordinary circumstances,”.  Copies of that article were sent to the Registrar of Incorporated Societies, Charities Services, and senior staff in the Ministry of Business Innovation and Employment.   Government action On 8 April the COVID-19 Ministerial Group considered a background paper and made a number of decisions that offer societies and charitable trusts some relief from the obligations discussed in our 17 March article.   Compliance with statutes and constitutions The Minutes of the Decision of the COVID-19 Ministerial Group (see ) summarise the relevant decisions as follows: Extending statutory deadlines 8 noted that many statutory deadlines in corporate governance legislation, relating to such matters as holding annual general meetings and filing annual returns should be relaxed because they are unachievable or are relatively unimportant in the current circumstances; 9 noted that there are powers to make exemption notices in relation to statutory obligations under some Acts (e.g. the Financial Markets Conduct Act 2013 and the Charities Act 2005) but not others (e.g. the...