A party seeking to restrict another's commercial activities must consider whether such terms are normal in similar, factual and contractual circumstances.
AGM plans gone awry with re-introduced lockdown measures? Good news: saving provisions are now in place until 30 December 2020
Back in May, I wrote an article sharing with you much welcomed news about the then-forthcoming Corporate Insolvency and Governance Act (CIGA) (if you missed it click here) swiftly followed by my colleague Catherine Simpson’s article when CIGA came into force, on what this meant for organisations and the holding of General Meetings (GMs) and opportunity for Rule changes (which can be found here).
We are aware that as soon CIGA became law, a number of organisations jumped straight into virtual action holding GMs online and also taking the opportunity to amend their governing documents to enable them to relax the rules regarding AGMs and enable them to hold GMs virtually in the future should the need arise and CIGA no longer afford that protection.
Others, however, when the ‘lockdown’ rules were relaxed, seized the opportunity to call their GM to be held in person, socially distanced, in outdoor venues, in accordance with the guidance at the time and of course, their governing documents. But not all were held before the ‘lockdown rules’ were tightened again and so now what? Whilst it does not extend the period for holding your AGM beyond 30 September if you were required to do so between 26 March and then, an extension to CIGA does now continue to allow organisations the opportunity to hold a meeting virtually where they would otherwise not be able to do so.
Whilst we appreciate that for some organisations, holding meetings virtually may inadvertently exclude some members from being able to take part e.g. due to lack of IT skills and/or equipment, in the current pandemic with increasing uncertainty about meeting restrictions, organisations do still need to be able to conduct their business and meet their regulatory requirements. So, for those companies, co-ops, community benefit societies, charitable incorporated organisations, friendly societies and building societies who are yet to hold their AGM this year or who need to call a GM to be held in the next three months, CIGA extends the ability for virtual GMs to be held to 30 December 2020. We would also urge you to take this extended window of opportunity to review and consider changing your Rules, Articles or Constitutions to maybe dispense with the requirement to hold AGMs in future years and/or to allow you to hold all GMs virtually if needed, so as not to be caught out again.
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