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No AGM quorum due to COVID-19

Company with majority of members over 70 unlikely to attend its AGM. Position of retiring Directors

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I am a Director and chairman of a Company Limited by Guarantee due to hold its AGM at the end of this month, as required by our Articles. This is the legal status of a members’ bowling club. In common with many other bowling clubs, I would estimate 75% of our members to be over the age of 70. Therefore, the meeting may not be quorate and with potential advice that over 70s stay indoors for 4 months we may not be able to hold a valid meeting till the end of the summer.

 So far as I can glean, even if not quorate, the fact that a meeting has been held fulfils the requirement as to the timing of holding an AGM. The only business due to be transacted is the presentation of the annual accounts, already circulated to members, and the re-election of a Director, me, whose term of office will have ended. I understand that any decision taken at such a meeting will not be effective. Therefore, I cannot be re-elected by the members. However, the Directors have the power to co-opt to fill any vacancies, so this would seem to be the route to take until we can hold a quorate General Meeting.

Do readers agree with my understanding of the situation? Are there any other solutions? We need to be quorate to amend the Articles to avoid similar future situations. Incidentally, unlike many other such clubs, the Company remains financially viable and has sufficient funds to endure at last two years without income

Replies (8)

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By Paul Soper
16th Mar 2020 11:54

I suspect there will be a lot of organisations in a similar position. Our local U3A (University of the Third Age) has a majority of members who are over 70, has been very successful and in the second year hit 800 members. The constitution requires a quorate AGM to consist of 10% of the members - can't see us getting 80 at the AGM at this rate! Presumably carry on as normal and hope no difficult minded person objects? I am also the Independent Examiner - if we hit problems should this be referred to in next year's examination report?

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By Duggimon
16th Mar 2020 11:54

Is there a clause in the Articles allowing members to appoint someone else to vote on their behalf?

If the members were polled in advance on any decisions and were amenable, they could all nominate the same person to vote on their behalf and it would constitute a quorum.

This is assuming any voting matters are a mere formality, which it sounds like they are.

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Replying to Duggimon:
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By Performer
16th Mar 2020 14:45

Thank you. Yes, the Articles do permit appointing a proxy but I wasn't too sure if that meant that the member was treated as being present and counted towards the quorum.

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By Cloudcounter
16th Mar 2020 14:13

What do the rules say about the lack of a quorum at meetings? It's not uncommon to find that if there is no quorum the meeting is postponed for a set period - a week perhaps - and when it's reconvened the number of people attending are deemed to be a quorum, so you proceed normally.

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Replying to Cloudcounter:
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By Performer
16th Mar 2020 14:54

Thank you. As frequently happens with such companies/clubs they are ruled by the Byelaws which are the "old" club rules and also by the Articles which govern the Company. Your reply has made me go back to basics, which I should have done in the first place and as learned 40 years ago. I had looked at the Byelaws which merely give the quantum of the quorum but as you suggest the Articles say more:-

"If within fifteen minutes from the time appointed for the meeting a quorum be not present.... it shall stand adjourned to the same day in the next week at the same time and place, and if at such adjourned meeting a quorum be not present within fifteen minutes from the time appointed for the meeting, the member or members present shall be deemed to be a quorum and may do all business which a full quorum might have done"

Problem solved, I think

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Replying to Cloudcounter:
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By WhichTyler
16th Mar 2020 15:32

Cloudcounter wrote:

It's not uncommon to find that if there is no quorum the meeting is postponed for a set period

Adjourned, rather than postponed.

This means that if the meeting starts, you have met the requirement to have a meeting within x months of the last one, but the meeting then took a reeeeaaallly loooooong tiiiiime

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By Matrix
16th Mar 2020 14:18

Can you set up a conference call/Skype/zoom etc?

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Replying to Matrix:
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By Performer
16th Mar 2020 14:57

Hmmm! Some of the members are real tekkies, but I'm not sure there would be enough for a quorum!

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