The government have published the Finance (Miscellaneous Provisions) Bill 2020 (the “Bill”) which in the context of the Covid-19 pandemic grants discretion to credit unions to convene wholly or partially their AGMs this year virtually, via zoom or other electronic means, for a limited period of time between 30 January to April 2021 (the “Interim Period”), subject to the Minister extending this initial period if required having regard to relevant health advice at the time.
Credit unions would ordinarily be required to ensure that their AGM's are held between October and January following their September financial year end. The Bill provides that notwithstanding a credit union's rules an AGM may be postponed/held during the Interim Period.
What are the changes and what do they mean for your AGM this year?
- Special resolutions: Amendment to permit the passing of resolutions by voting by proxy subject to an individual credit union's Rules rather than in person.
- The interim period for virtual AGMs: From the date of enactment of the Bill to 30 April 2020 subject to extension by the Minister taking into account Covid-19 public health guidance.
- Present in person: The amendments will permit attendance via electronic means and representation by proxy for the interim period rather than having to attend physically in person.
- AGM procedures: The AGM may be held electronically rather than at a physical venue provided attendees are provided with reasonable opportunity to participate in the meeting.
- Participation in the meeting: This means providing or facilitating use of electronic communication, including a mechanism to cast votes by members before or during a meeting which does not require members or proxies to be physically present.
- Use of electronic communication: The mode of electronic communication selected shall only be subject to such restrictions as are necessary to identify the attendees and ensure security.
Credit Unions must advise attendees of these measures before the AGM
The technology must:
- be secure, minimise data corruption and provide certainty as to the source of electronic communication
- enable attendees to hear the Chair of the meeting and speak/submit questions or comments (subject to the Rules)
- Temporary failures of technology will not invalidate the meeting nor will a credit union be liable for the failure or disruption of equipment used by an attendee to attend a meeting electronically
- Notices of AGM: Amendments to the content
of AGM notices to facilitate virtual meetings to include:
- the manner of meeting in the Notice of AGM;
- details of the electronic platform to be used for the meeting;
- access details for the electronic platform selected;
- any deadline (if any) to confirm attendance stipulated under the Rules;
- any attendee identification procedures to be applied;
- the procedure for raising questions during the meeting; and
- the procedure for voting during the meeting.
- Proxies: Insertion of provision for the appointment of proxies by members to attend and vote at AGM's under a credit union's Rules, removing the previous prohibition on proxies.
- Conduct of subsequent AGMs: The Bill provides for the flexibility of convening of general meetings via electronic means outside of the Interim Period more generally.
The key to any successful AGM is preparation and never more so than now with technology added to the mix. There are a number of providers of electronic meeting technology. Credit unions should consider the functionality of the various platforms and the ability to manage the anticipated number of participants (credit unions will have large numbers of members seeking to attend), ease of access, voting procedures and so on from a practical perspective and consider the need for ‘dry run' tests in advance of their AGM.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.