details of the decision, ie who voted and how and, in the event of an equality of votes, if the Chair used a casting vote, An ‘EGM’ is an Extraordinary General Meeting (occasionally referred to as a Special General Meeting (SGM) by unincorporated charities) and is any general meeting of members other than an AGM. When planning the meeting the Secretary will need to consider how to set out the room and what equipment is needed for the meeting. For example, at a trustees’ meeting each person will need space on a table for papers and it may be useful to record decisions on a flip-chart. At an AGM there may need to be a table on which copies of papers, accounts and publications for the members are set out. Other specific equipment such as a projector may be needed if there is also to be a slideshow or talk. 9.7 On the day of the meeting

know your beneficiaries (for example if your charity makes grants of cash or other financial support directly to individuals) An adjournment is only a continuation of the meeting and the notice that was given for the first meeting holds good for it (unless the governing document of the charity provides otherwise). However, the commission recommend that, whenever possible, a fresh notice is sent to all those entitled to attend an adjourned meeting, particularly where the meeting is adjourned without a new date, time and venue for the adjourned meeting having been fixed before the adjournment. Governing documents rarely have details of voting procedures. More usually the charity trustees will have made supplementary rules and regulations to indicate the types of decisions that need to be decided by a vote. In this [constitution] the expression ‘meeting’ includes, except where inconsistent with any legal obligation: The directors of charitable companies have, under the Companies Act, certain duties to disclose to their fellow directors conflicts between their private interests and their duties as directors.even if the benefit is authorised, the non-conflicted trustees are satisfied that allowing it is in the charity’s best interests If something does go wrong, you should inform the Commission and (if appropriate) the police. See the section on what to do if something goes wrong in section 8 of this guidance.

know your donor (for example, if your charity receives large donations, particularly anonymous or cash donations or with conditions attached) Read more about legal powers to remove and appoint trustees. 3.3 What to consider when recruiting trusteesYou and your co-trustees must make sure that everything your charity does helps (or is intended to help) to achieve the purposes for which it is set up, and no other purpose. This means you should: the precise wording of any resolution together with the name of the proposer and (optionally) the seconder of the motion, If it appears that a matter has been overlooked, the Secretary should draw this to the attention of the Chair. Trustees have independent control over, and legal responsibility for, a charity’s management and administration. They play a very important role, almost always unpaid, in a sector that contributes significantly to the character and wellbeing of the country. Whether the charity is required to have an AGM or simply organises a users’ meeting, the charity trustees are only bound to act on decisions taken by the members where the governing document directs that those matters have to be decided at such a meeting. It is important that charity trustees are clear about the status and purpose of the AGM and that this is clearly communicated to those attending. 15.2 What is the purpose of an AGM?

Charities can modify or add to their objects if necessary, using powers in the governing document, company law or the Charities Act. They can’t usually change their objects completely; the governing document and charity law do not usually allow it. If your charity is planning to update its objects, you and your co-trustees should consider what the charity was originally set up to do, and how circumstances have changed. Most charities must obtain permission from the Commission before changing their objects.all decisions made at the meeting are minuted (if the result of a discussion is unclear, clarify decisions with the Chair during the meeting to ensure the minutes are accurate) You must get permission from the Commission to sell or lease property to or from a trustee, someone closely connected to a trustee, or an employee of the charity. To appoint [insert name] as a replacement for [insert name] who retires after [insert number] years service. if the trading subsidiary starts to fail, the charity must not bail it out; this would be putting the charity’s funds at risk

It is important to note that where a period of notice refers to clear days, this excludes, as a minimum, the day of service and the day of the meeting itself. The period between the sending of the notice and the day of service needs to be calculated in accordance with the guidance above. Because the method of calculating the period of notice can appear complex, the commission recommend that trustees state clearly what their practice is. It may be helpful to include this information in the notice itself. 9.6 Preparing the venue for the meeting Following the good practice specified in this guidance will help you to run your charity effectively, avoid difficulties and comply with your legal duties. Charities vary in terms of their size and activities. Consider and decide how best to apply this good practice to your charity’s circumstances. The Commission expects you to be able to explain and justify your approach, particularly if you decide not to follow good practice in this guidance. give the full names (whenever possible) of the officers or charity trustees that are standing for election (or re-election), in the notice of the AGM. A brief description of the person seeking election should also be enclosed. This may cover their relevant expertise, the dates they were first appointed to the trustee body and so on. The commission recommend that, to create a clearer record and promote the independence of each trustee, the election/re-election of each trustee is the subject of a separate resolution. Where conflicts of interest have not been identified or properly dealt with, it can have negative impacts on both the charity and individual trustees including financial cost and reputational damage. Because the trustees have acted in breach of their duty, decisions may be called into question or legally challenged. The Commission may have to take regulatory action to protect the charity from further harm or to deal with any misconduct or mismanagement by the trustees. The Commission can use its powers to appoint or remove trustees if the charity’s trustees (or members, if applicable) are unable to do so.

Look inside

The Chair is strongly advised not to allow any one person to dominate the meeting. It may be harder to prevent a dominant group of people from controlling the organisation’s business. Possible solutions include: have been removed as a trustee of any charity by the Commission (or the court) because of misconduct or mismanagement Charity trustees’ are the people having the general control and management of the administration of a charity, regardless of what they are called. For instance, in the case of an unincorporated association the executive or management committee are its charity trustees, and in the case of a charitable company it is the directors who are the charity trustees. You must not act as a trustee if you are disqualified, unless authorised to do so by a waiver from the Commission. The reasons for disqualification are shown in the disqualifying reasons table and include: