Guidance

Charity meetings

Updated 19 July 2024

Applies to England and Wales

Rules for charity meetings

Charity meetings are a way for you, the other trustees, and your charity’s members (if your charity has members) to come together to make decisions about your charity.

You and the other trustees are collectively responsible for running your charity properly. You must:

• comply with charity law requirements and other laws that apply to your type of charity
• follow what your governing document says about how you must plan, run, and keep a record of meetings

If your governing document does not set out details about meetings, you should make sure that everyone at your meeting can see and hear each other. This is based on the most widely accepted definition of a valid meeting, and you should follow this rule as a minimum.

This will help to make sure that decisions you make about your charity at meetings are valid.

You should amend your governing document to make sure that it has all the rules you need to hold meetings. For example, to allow you to hold virtual and hybrid meetings.

Check your charity’s governing document

Check your governing document for your charity’s rules about meetings, such as:

• how you must plan, run and keep a record of meetings
• whether you must hold face-to-face meetings, or can hold virtual and hybrid meetings
• the number or percentage of people entitled to attend the meeting that must be present to make valid decisions (known as the “quorum”)
• the types of meetings your charity must hold, for example trustee meetings and annual general meetings (AGM)
• who can vote at different types of meeting, and how
• the minimum number of meetings your charity must hold per year
• whether you can carry out charity business in other ways, for example by telephone, including making decisions

Check if these rules are in another charity document, such as standing orders, rules or byelaws. In this guidance, when we refer to rules in your governing document, we mean rules in your governing document and/or in one or more of these documents.

You must do these things exactly as your governing document says. If you do not, any decisions you make could be invalid.

Amend your charity’s rules about meetings

You should amend your governing document if:

• it does not say anything about meetings
• it does not give enough details about meetings, for example rules about how to vote at meetings
• it has rules that are no longer workable

This may help your charity to work effectively in the future. You do not usually need the Charity Commission’s authority to make these changes.

You should make sure that your governing document is clear about the ways you can hold meetings. If you want to hold virtual or hybrid meetings, you should amend your governing document so that it specifically allows you to do so. For example:

• by changing the definition of ‘meeting’ in your governing document to include virtual or hybrid meetings, or
• by adding a new clause or amending an existing clause to enable you to meet virtually or at hybrid meetings as well as in person

You should check your governing document for other clauses you need to change to enable you to hold virtual and hybrid meetings. For example, clauses that say how you must give notice of meetings or how you must hold votes.

Make sure your governing document has all the rules about meetings that the law requires. You can use our model governing documents as a guide.

Take professional advice if you’re unsure about the right steps to follow.

Find out how to make changes to your charity’s governing document

Other rules and regulations

Take reasonable steps to find out about other legal rules about meetings that apply to your type of charity.

Take professional advice if you’re unsure about the right steps to follow.

Ways you can hold charity meetings

You can hold meetings in different ways:

• a face-to-face meeting – where everyone meets physically in the same place
• virtually – where everyone joins the meeting electronically
• a ‘hybrid’ meeting – where some people meet face to face, and others join the meeting virtually

Virtual and hybrid meetings

Virtual and hybrid meetings are a useful and cost-effective way to carry out charity business if, for example:

• those entitled to attend the meeting live a long way from each other
• there are trustees or members with disabilities that mean attending face-to-face meetings is difficult
• you need to make an emergency decision

Technology allows those who attend a meeting virtually to see and hear each other by using cameras and microphones on devices such as desktop computers, laptops, tablets and smartphones.

If you want to hold virtual and hybrid meetings, you should amend your governing document so that it explicitly says you can hold meetings that way. Your governing document should also say:

• whether all your charity meetings could be virtual or hybrid, or whether for example at least one a year should be face to face
• how you will give notice of virtual and hybrid meetings
• how you will hold votes at virtual and hybrid meetings
• how you may adjourn virtual and hybrid meetings

This will help you to make valid decisions.

You should have a separate policy that says how people at virtual and hybrid meetings can ask questions, join in the debate, and how you will share and display documents such as resolutions.

You should think about what you will do if those who attend the meeting virtually experience technology problems. For example, you could:

• continue the meeting if the minimum number of people needed for the meeting are still present (known as the ‘quorum’)
• adjourn the meeting

You should set this out as a rule in your governing document.

The Chartered Governance Institute has guidance for companies on good practice for virtual board and committee meetings. Charities that are not companies may also find this guidance useful.

Carrying out charity business in other ways

Check if your governing document allows you to carry out charity business in other ways, for example by telephone, email, or on messaging apps.

If your governing document or the law says that you must hold a meeting to make certain decisions, you must follow the rules in your governing document about meetings.

If your governing document does not set out details about meetings, you should make sure that everyone at your meeting can see and hear each other.

If you do not, any decisions you make may not be valid.

Types of charity meeting

Most charity meetings are trustee meetings. They involve you and the other trustees discussing the main issues facing the charity, including:

• its financial position
• how it is delivering its purposes
• any risks the charity is facing

Some charities such as association Charitable Incorporated Organisations (CIO), charitable companies and unincorporated associations have a separate voting membership. Your governing document will tell you:

• if your charity has members
• whether you must hold member meetings, and how
• decisions that your members must make

Usually, membership charities must hold at least one general meeting per year: this is the AGM or annual general meeting.

You must also follow any legal rules that apply to your type of charity.

Check if your governing document has different rules for trustee meetings and general meetings.

Make sure you follow the right rules for the type of meeting you are holding.

Trustee meetings

Check your charity’s governing document for details about the minimum number of times you and the other trustees must meet per year.

You must meet as often as your governing document says and you should meet more often if you think this is necessary to carry out your duties.

If your governing document does not set out a minimum number, we recommend that you hold at least two trustee meetings a year.

You and the other trustees are collectively responsible for all decisions that are made – and this is the case even if you:

• did not attend a meeting
• attended a meeting but did not take part in a decision
• voted against a decision

You and the other trustees must:

• support valid decisions made at a meeting, and
• make sure decisions are carried out

Who can attend trustee meetings

You can invite people other than trustees to your trustee meeting, including:

• professional advisers to help you understand technical matters in areas such as the law, accounts, or investments
• beneficiaries of your charity to give you information from the point of view of service users
• a carer to accompany a trustee with a disability

If your charity employs staff, you can invite them to trustee meetings to report on activities, give advice or take minutes. For example, if you have a chief executive, they will usually come to a meeting to give an update and answer questions.

Anyone invited to your trustee meeting should only be present to discuss the relevant agenda items.

You must make sure that only trustees are counted towards the quorum you need to make valid decisions at a trustee meeting.

Charities with a separate voting membership

Charitable companies and CIOs must keep a register of members. Other types of charity should also keep a register if they have members. This will help you to identify who your charity’s members are.

Your charity’s governing document may say who is entitled to be a charity member. It may also say which organisations are members of the charity.

Check your charity’s records to understand who the current members are, and who to contact at any organisation that is a member.

Annual general meetings (AGM)

If your charity has a separate voting membership, your governing document should set out rules about AGMs which you must follow. You must also follow any legal rules that apply to your type of charity.

The AGM is an opportunity for you to:

• update members about the charity’s performance and achievements of the past year
• present the charity’s annual accounts and trustees’ annual report
• cover any other business, such as the appointment of new trustees

The AGM is also where the members can ask you questions about how the charity is being run.

Check if your governing document sets out what business you must carry out at an AGM.

The chair of the AGM should make it clear to the members which votes (if any) are binding on the trustees.

Your governing document should also tell you when to hold the AGM and how much notice you need to give. If it does not, you should give reasonable notice, such as a minimum of 3 weeks.

You should record which members attend an AGM. For example, by signing a register. For virtual and hybrid meetings, you should keep a record of the people who attend the meeting electronically.

Do all charities hold an AGM?

Check if your charity’s governing document says you must hold an AGM. For example, some village hall charities are required to hold an AGM for people in the local community that use the hall.

You can hold an AGM even if your governing document does not say that you must.

If your charity is a company, you do not need to hold an AGM unless your governing document says that you must.

Other types of general meeting

Membership charities may also hold extraordinary general meetings or special general meetings if you need to. For example:

• to carry out any urgent business that must be decided by the members, such as a decision to change your charity’s governing document
• to consult your members on any important decisions you are making, especially ones that will affect them

Your governing document should tell you how to call these types of meetings, for example the amount of notice you must give.

How to call a charity meeting

Check if your governing document has different rules about how to call trustee meetings and general meetings.

Make sure you follow the right rules in your governing document and where appropriate the law for the type of meeting you are holding. Any mistakes may mean that decisions you make at a meeting are invalid.

The secretary of a charity is usually responsible for organising the meeting, including:

• calling the meeting
• supporting the chair during the meeting
• taking minutes

Check your governing document for details about the secretary’s role, such as:

• any responsibilities they have before, during and after meetings
• how they are appointed

Some charities do not have an official secretary. If this is the case, someone else such as a trustee or an employee can carry out the role at your meeting.

Who can call a general meeting

You and the other trustees can call a general meeting.

Your governing document may allow your charity’s members to either ask you to call a general meeting, or to call such a meeting themselves. This is usually if your members have concerns about how the charity is run.

Your governing document will set out the process members must follow and how those general meetings are then held.

If your charity is a charitable company, 5% of your charity’s voting members can under company law ask you to call a general meeting. If your members ask you to call a general meeting, you must:

• call the general meeting within 21 days of the members’ request, and
• hold the general meeting within 28 days of sending the notice

If you, as trustees, do not call the meeting, your charity’s members have a legal right to call the meeting themselves.

Giving notice

All charities can give notice of trustee and general meetings (for example AGMs) by post. Your governing document may also allow you to give notice in other ways, such as by email. You should only do this if your charity’s trustees and members have agreed that you can send them notice in these other ways.

The notice for your meeting should include:

• the date and time of the meeting
• the venue or platform
• for virtual and hybrid meetings, details about how those entitled to attend can join the meeting electronically, such as a link

You should also include any documents that those entitled to attend need to read before the meeting, for example:

• an agenda
• a copy of the minutes from the previous meeting
• relevant financial information or your charity’s accounts
• any reports or updates
• any resolutions that are being considered

For general meetings, you should also explain how your charity’s members can raise their own issues and propose resolutions.

Check your governing document for rules about the notice period you must give for the type of meeting you want to hold. This is usually a period of clear days or weeks.

A period of clear days or weeks does not include the day you send the notice or the day of the meeting.

If your governing document does not have rules about this, you should:

• give reasonable notice (a minimum period of 3 weeks)
• amend your governing document so that it sets out notice periods for future meetings

If you are giving notice of an extraordinary general meeting or special general meeting, it may be reasonable to give less notice than this.

You do not have to give notice to trustees or members that have no address in the UK. However, we recommend that you give notice to all those entitled to attend a meeting.

You must also follow any legal rules that apply to your type of charity.

Companies and CIOs: notice of general meetings

If your charity is a company, you must:

• send the notice of a general meeting (for example an AGM) to every trustee and member of your charity that has an address in the UK
• give a minimum of 14 days’ notice of the meeting (if your governing document sets out a higher number, you must follow what it says)
• include the full wording of any proposed special resolutions in the notice
• include details about the general business you plan to carry out at the meeting

If your charity is a CIO, notice of a general meeting (for example an AGM) must include details about any resolutions to:

• amend your charity’s governing document
• amalgamate your charity with another CIO
• transfer your charity’s property, rights and liabilities to another CIO

Public notice of an AGM

Check if your governing document says that you must publicise your AGM, and how.

Consider if you should publicise your charity’s AGM more widely than what your governing document says. For example, you could:

• publish the notice on your charity’s website
• give notice of your meeting in a local or national newspaper
• place a copy of the notice on local notice boards, in the local library or shops

If you decide to publicise a meeting more widely, you should make it clear who is eligible to attend. Also give details of what, if any, proof of eligibility that those who wish to attend will need to enter the meeting.

Date and time of the meeting

Check if your governing document sets out when you must hold your meeting, for example within a particular time period.

If these details are not in your governing document, you should choose a suitable date and time for your meeting. For example, think about:

• how you will hold the meeting – such as a face-to-face, virtual or hybrid meeting
• the availability of a suitable venue
• the availability of trustees, charity employees and members
• whether important documents are ready, such as accounts

Agenda

You should share an agenda before your meeting. An agenda sets out the items you need to discuss and decide at your meeting in a running order.

Make sure you will have enough time at your meeting for a proper discussion of the agenda items, questions and, if needed, holding votes.

You should make it clear which items on the agenda are just for discussion and which items need a decision.

Check your governing document for any items that you must include in an agenda for trustee meetings and AGMs.

Your agenda should include:

• a standing item on conflicts of interest to allow attendees to declare any conflicts they have
• an item to discuss your charity’s financial position and performance
• an item for ‘any other business’ to allow others to raise new items on the day

Documents

You should send copies of any relevant documents with the agenda to allow people to prepare for the meeting. For example, you may need to send:

• an annual report
• your charity’s accounts
• the wording of any resolutions that will be voted on
• the names and a statement from any trustees or others who are standing for election or re-election

Where possible, make sure documents can be easily understood (including by making translations available if appropriate).

Your governing document or the law may require you to send out particular documents before a trustee or general meeting.

Take professional advice if you’re unsure about the right steps to follow.

Venue

Choose a venue that is suitable depending on the type of meeting (trustee meeting or AGM) and whether it will be a face-to-face or hybrid meeting. Think about:

• accessibility – is the venue suitable for people with a range of needs?
• size – will the venue accommodate the numbers you are expecting?
• location – can the venue be reached by a range of transport options, for example by bus, car, or on foot?
• equipment – will the venue have the equipment you need to run the meeting effectively?

Encouraging attendance

You can help your trustees and members attend meetings by thinking about what might stop them from attending. For example, you could:

• hold meetings at different times
• check the availability and cost of car parking at your venue, or check that the venue is easy to get to by other means
• check that the venue has suitable facilities, such as baby changing facilities
• pay expenses in line with your expenses policy
• provide translation services so bi-lingual attendees can use their language of choice. For example, meetings in Wales or meetings where translation into another language is appropriate

You may also want to avoid holding your meeting during school holidays, or religious or local events, if that is possible within the terms of your governing document.

You could explore changing the timing of the AGM set out in your governing document if it regularly clashes with, for example, peak holiday times.

How to run a charity meeting

Check if your governing document has different rules about how to run trustee meetings and general meetings.

Make sure you follow the right rules in your governing document and where appropriate the law for the type of meeting you are holding. Any mistakes may mean that decisions you make at a meeting are invalid.

The chair

Check your governing document for details about who must chair your meetings.

If your governing document does not have this information, you and the other trustees need to appoint a chair for your meeting. This can be the chair of your charity (if your charity has a chair) or another nominated trustee.

Check if your governing document allows your charity’s members to appoint the chair at a general meeting.

Check your charity’s governing document for details about any powers the chair might have. For example, the chair may have a second, casting vote to decide a matter where the vote is evenly split.

The chair should also make sure that:

• there is enough time for those who attend to ask questions
• one person or group of people do not dominate the meeting
• voting to make decisions is done correctly

The chair should make sure that everyone who joins a virtual or hybrid meeting is able to join in discussions and make decisions. It may be useful to appoint a moderator to monitor those who attend a meeting electronically. A moderator can support the chair by bringing questions or concerns to their attention during the meeting.

You should also appoint a deputy to chair the meeting during agenda items where the chair has declared a conflict of interest.

Quorum

A quorum is the minimum number of voting trustees or members that must attend a meeting to make valid decisions. Any decisions you make at a meeting that does not meet the quorum requirements are not valid and could be challenged.

Check your governing document for details about the quorum you need for the type of meeting you are holding. Your governing document may set out a different quorum for trustee meetings and general meetings.

Make sure the technology you use has the tools you need to monitor the number of people who attend virtual and hybrid meetings.

Keep the quorum for different types of meeting under review. You will not be able to make valid decisions if a quorum is either no longer possible or difficult to reach.

If your governing document does not set out a quorum for meetings, you should amend it so that it sets a suitable quorum for future meetings.

If you cannot do this in time to make a decision at a trustee meeting, you should have a quorum of one-third of all your charity’s trustees plus one. For example, if you have twelve trustees in total, your quorum would be five.

If your charity is a company, and you are holding a general meeting, there must usually be at least two members attending to vote on decisions. However, if your governing document sets out a higher number, you must follow what it says.

Take professional advice if you’re unsure about the right steps to follow.

Decision-making

When making decisions, you must comply with your trustee duties, for example the duty to further your charity’s purposes and act in its best interests.

Use our decision-making guidance to help you make your decisions.

Making decisions at meetings

Check your charity’s governing document for details about how to hold votes to make your decisions, including:

• those decisions you must make by holding a vote at a meeting
• whether there are different voting rules that apply to different types of meetings
• whether there are different voting rules that apply to different decisions

You should also make sure that everyone is clear about how they can vote at virtual and hybrid meetings.

You can amend your governing document if you decide that your existing rules do not enable you to make decisions (or hold votes) effectively.

You must comply with the rules that come with the power you are using. For example:

• a statutory power may require you to pass a resolution
• a power in a governing document may have particular requirements, such as a power to close your charity

Voting at trustee meetings

You must make sure that:

• you have the required quorum to make valid decisions at trustee meetings, and
• only trustees are counted towards the quorum when making decisions at trustee meetings

At face-to-face trustee meetings, a show of hands is the simplest way to hold and count votes.

At virtual or hybrid meetings, the chair should make sure all trustees are able to vote, for example by:

• raising their hands electronically
• casting a vote in an electronic poll
• casting a vote by entering text into a chat box
• taking turns to say yes or no to the relevant question

Check your charity’s governing document for details about whether you can hold:

• proxy votes
• postal votes
• electronic votes, such as votes sent by email

Your governing document or the law may set out the number of votes needed to make certain decisions or pass certain resolutions depending on the power you are using.

If your governing document does not have these details, you must make your decisions or pass your resolutions by a simple majority at a meeting as long as you have a quorum.

Voting at general meetings

At general meetings, a show of hands may not be a suitable way to hold a vote, because:

• the result of a show of hands can be unclear in large groups
• there may be members who have plural voting rights (for example, a corporate member such as a company that may have more than one vote)

At a general meeting, you can use a poll instead of a show of hands to vote. A poll is a more formal way to count the votes.

Polls are usually held by ballot (this means on paper). The chair presents the resolution for a vote by the charity’s members. Each member casts their vote by writing either ‘agree’ or ‘disagree’ on the ballot. The ballots are then collected, and the votes counted.

Your governing document may set out how you must run polls at meetings.

You should think about how to hold polls at virtual and hybrid meetings. Some electronic meeting platforms have voting buttons that can be used to cast votes.

For charitable companies, your charity’s members have the right to demand a poll at a meeting. Check if your governing document limits or prevents the right of members to demand a poll in certain circumstances.

You should also check if your governing document:

• gives different voting rights to different types of members
• allows the members to pass a written resolution to make certain decisions

Check the minimum percentage of votes needed for member decisions you are making. For example, if your governing document sets out a higher percentage than the law requires, you must follow what your governing document says.

Check your charity’s governing document for details about whether you can hold:

• proxy votes
• postal votes
• electronic votes, for example votes sent by email

Take professional advice if you’re unsure about the right steps to follow.

Conflicts of interest

You must manage any conflicts of interest when making decisions. Read our guidance on conflicts of interest so that you can identify and manage conflicts properly.

You must follow any rules in your governing document about managing conflicts of interest.

Your decisions could be challenged and may not be valid if you did not manage a conflict properly.

Disagreements at meetings

People can get very passionate about their charity’s work, and this can lead to debates and disagreement. Even if you do not agree with a decision, you and the other trustees are collectively responsible for all decisions made by trustees, and you must make sure they are carried out.

Read our guidance about what to do if you disagree with a decision that the trustees have made.

You can set standards of behaviour to make sure all trustees understand what behaviours are expected and act in the charity’s best interest. You can use The Charity Governance Code to help you.

Minutes

Minutes are the written legal record of what happened at your meeting.

Check your governing document for details about when and how you must take minutes.

Your minutes do not need to be a word-for-word record of what happened at your meeting. However, you should include information that is important to your charity, for example:

• your charity’s name
• the type, date, time, and venue of your meeting
• the names and roles of the people at your meeting, including the chair, the secretary, trustees and any professional advisors. This helps to show that your meeting had the quorum required to make valid decisions
• details about trustees or members that declared a conflict of interest and the steps you took to manage them
• a summary of discussions of agenda items
• decisions made and the exact wording of resolutions that were voted on at the meeting
• full reasons explaining why you made your decisions
• the information upon which you based your decisions. The level of detail should be appropriate to the nature of the decision, with more information provided for decisions that are complex and/or high risk for the charity or its beneficiaries
• where appropriate, information about any specialist advice you took
• any actions that you should take to carry out your decisions
• the date, time, and venue of your next meeting

If you keep a register of the meeting, such as a register of the members who attend a general meeting, you should attach the register to the minutes to record who attended.

You should also include details about:

• who voted on decisions made at the meeting (this may not be possible for a poll where the votes are cast in private)
• how they voted on those decisions

This will help you to show that decisions you make at meetings are valid.

You should send the draft minutes to every trustee as soon as possible after a trustee meeting. This will help you carry out your decisions more quickly.

Approve the minutes at the beginning of your next meeting. The chair should then sign the minutes and store them safely. Your governing document may say whether you must take, sign and store minutes in hard copy or electronically.

If you do not agree the minutes are an accurate record of what happened at the meeting, tell the chair. If appropriate, discuss it at your next meeting. If you and the other trustees agree that you should amend the minutes, you should make the agreed changes. If you cannot agree, note any objections in the minutes before the chair signs them.

You should make the minutes of a general meeting available to your charity’s trustees and members.

Retention of minutes - trusts and unincorporated associations

You should store your charity’s minutes for at least 6 years if your charity is a trust or unincorporated association. You can do this electronically, but you should be able to print the minutes in hard copy if needed.

If your minutes have details about your charity’s accounts, including how you approved them and any audits, then you must store the minutes for at least 6 years.

Retention of minutes – companies and CIOs

Trustees of charitable companies must:

• take minutes at trustee meetings, and
• store minutes for at least 10 years from the date of the meeting

You can store copies of your company’s minutes electronically.

You must make the minutes of a general meeting available to your company’s members. Your members can challenge the contents of the minutes at your charity’s next general meeting unless you permit members to do this before the next meeting.

Charitable companies should store accounting records for at least 6 years.

Read Companies House guidance for more information.

If your charity is a CIO, you must take minutes at trustee meetings and general meetings and keep these records for at least 6 years. You must also:

• be able to produce a hard copy of the minutes
• make sure the minutes are available to members at the office of your CIO
• store accounting records for at least 6 years

Adjournment

An adjournment is where a meeting is stopped before all the items on the agenda have been covered.

There may be times when you need to adjourn your meeting, such as:

• to evacuate the venue due to a fire alarm
• because there is no longer a quorum because some attendees have left the meeting
• because the meeting has overrun, and those who attend the meeting need to leave
• if there are technical issues with electronic equipment at a virtual or hybrid meeting that you cannot fix

Check your charity’s governing document for details about when and how you can adjourn a meeting. For example:

• whether or not you need to vote to adjourn the meeting
• when you must meet again (reconvene) following an adjourned meeting
• how you must give notice of the reconvened meeting

For example, your governing document may say that an adjourned meeting can be reconvened later the same day or on another day within a certain time limit.

The chair should usually ask those at the meeting for their agreement to adjourn and should be clear that they are adjourning the meeting.

Your governing document may say that you must send a further notice to anyone that has the right to attend the reconvened meeting, including details about the date, time, and venue.

If you add new items to the agenda for the reconvened meeting, you must follow any rules about giving notice set out in your governing document and the law.

At the start of a reconvened meeting, the chair should briefly recap the minutes from the adjourned meeting. This is to confirm what happened and avoid repetition.

Legal Note

The legal rules for meetings are set out in:

• the Charities Act 2011 (as amended)
• if your charity is a CIO, also The Charitable Incorporated Organisations (General) Regulations 2012
• if your charity is a company, also the Companies Act 2006

You should be aware that some other laws will apply to most charities, such as:

• the Equality Act, for example if you are making a decision about changing your charity’s purposes, and
• data protection law, for example if you record which members attend an AGM on a register

We recommend that, unless your governing document is clear about the ways you can hold meetings, you should as a minimum make sure that everyone at the meeting can see and hear each other. This is because there is no settled legal position about the definition of a valid meeting.