Page 8 - ALG Issue 3 2020

NAS AGM
Legal clarity on holding AGMs
We understand that our members place Annual General Meetings (AGMs) as an important part of the democratic control of a Co-operative and Community organisation. Due to Covid-19 and social distancing, our members are facing dilemmas regarding how to hold their AGMs.
This guidance should give some general governance advice to members around the planning and staging of AGMs and the filing of annual returns; also, the submission of application forms to the Financial Conduct Authority (FCA).
Back in March, the Government announced that it would be legislating to give all companies flexibility in how they deal with General Meetings and AGMs during 2020.
The Government has now confirmed that Co-operative and Community Benefit Societies will be covered by the legislation, which will provide flexibility in how and when they hold their AGMs this year. The legislation
is applicable retrospectively from the 26th March. This legislation relaxes the requirements around general meetings by temporarily overriding certain elements of your Rules or Articles relating to the mode of holding meetings.
This legislation permits:
• Thedelayorpostponementofa
General Meeting until the end of September (this date is being kept under review and may be extended beyond September if social distancing is still in force).
• Ameetingtobeheldinwaysother than in person (for example online).
Any co-operatives who decide to take advantage of this legislation should ensure that members are kept up to date with any plans for holding the AGM either by sharing future dates or by advising members of plans to hold an AGM virtually.
FULL STATEMENT FROM THE FCA REGARDING AGMS AND COVID-19 "We are aware that some societies
are considering a number of options, including postponing scheduled member meetings, such as Annual General Meetings (AGMs). Societies are concerned that this could lead to them breaching their own rules or legislative requirements.
"It is for societies to reach their own decision as to whether to go ahead with any planned meeting, taking into account any relevant Government guidance, their own individual circumstances and, where appropriate, legal advice. Societies should take reasonable steps to ensure they meet any obligations they are under as soon as reasonably practicable. Societies will want to consider alternative arrangements such as making use of video conferencing where permitted.
"The rules of an individual society govern the relationship between a society and its members. It is important members are afforded the ability to exercise their rights under the rules of a society. Societies may want to take their own advice to consider any risks arising from action taken by members as a result of a breach of their own rules. The FCA has no role to play in determining disputes over society rules.”
CHANGES FOR ACCOUNT FILING
To enable businesses to manage their response to Covid-19, organisations registered as companies are able to apply for a three-month extension for filing their accounts. The FCA has now confirmed it will not take any action to follow-up on any delayed submission of annual returns and accounts by societiesbefore31October2020.
Societies may want to take their own advice to consider any risks arising from action taken by members as a result of a breach of their own rules.
CHANGES FOR REGISTRATION APPLICATIONS
All applications should be submitted online rather than via postal methods. Applications submitted either through the Mutuals Society Portal, or by email to mutual.societies@fca.org.uk (or to mutualsannrtns@fca.org.uk for annual returns) will be processed significantly quicker than applications submitted by post.
• Electronicsignatures-TheFCAwill accept an electronic signature on all applications, including on accounts.
• Statutorydeclaration-Anumber
of application forms (such as rule amendments) require the completion of a statutory declaration. For the time being, the FCA no longer requires statutory declaration forms to be fully completed. The FCA does not require the form to be signed by a solicitor/commissioner for oaths/ notary public or justice of the peace. However, the authority does ask that an officer/secretary of the society completes the first half of the form (as above, electronic signatures will be accepted).
• Recordingofcharges-TheFCA
is currently asking that charge instruments are certified as a true copy. The FCA will accept electronic certification.
Liz Bunting,
Legal and Operations Manager
8 Allotment and Leisure Gardener