Ireland: Virtual AGM Requirements: Industrial And Provident Societies

Due to the current COVID-19 restrictions, certain industrial and provident societies ("Societies") may be required to conduct their AGM this year using electronic communications technology. This may or may not be permitted under the Society's governing rules (the "Society's Rules"). Should a Society's Rules not provide for holding their AGM using electronic communications technology, a Society may choose to hold its AGM using the procedure set out in the Companies (Miscellaneous Provisions) (Covid-19) Act 2020 (the "2020 Act"). The 2020 Act takes precedence over the Industrial and Provident Societies Act of 1893 and any conflicting provisions in a Society's Rules.

The 2020 Act

The 2020 Act prescribes the following three options for conducting an AGM: (i) wholly by the use of electronic communications technology, (ii) in one or more physical venues at the same time and (iii) a hybrid option, using a physical venue and the use of electronic communications technology. Where a Society provides for participation in an AGM by facilitating the use of electronic communications technology, which includes a mechanism for casting votes by members, whether before or during the meeting, then those members accessing the meeting by electronic means are not required to be physically present at the AGM. The 2020 Act sets out, amongst other things, (i) the manner in which an AGM may be convened and conducted using electronic communications technology, (ii) the scope of restrictions or requirements that may be imposed on accessing and conducting the AGM and (iii) certain information that must be included in the notice convening the AGM. As the new legislative provisions may depart significantly from the procedures set out in a Society's Rules, a Society should ensure strict compliance with the terms of the 2020 Act to ensure that their AGM is validly convened and conducted.

Conduct of the Meeting

The 2020 Act provides that the technology used to conduct an AGM must, in so far as is practicable, enable the members to hear what is said by the chairperson of the meeting, and any person introduced by the chairperson, and to speak and submit questions and comments during the meeting to the chairperson, to the extent that the member is entitled to do so under the Society's Rules. As regards voting, the 2020 Act provides that the technology must provide a means for members to cast votes, whether before or during the meeting. In the case of a matter being the subject of a vote, the technology must, in so far as is practicable, guarantee the accuracy and confidentiality of an individual vote of a member in terms of it being communicated, recorded and counted. Each of the above requirements should be specifically outlined in the notice convening the AGM.

Technology Provider

The board of directors of a Society should give serious consideration to putting in place a formal contract with their chosen technology provider to ensure that the electronic platform to be used for the AGM meets the requirements of the 2020 Act and to provide the board of directors with comfort that they have discharged their duties in this regard. The contract with the technology provider should also address all relevant data protection issues, particularly where members' personal data is to be transferred to the technology provider for the purpose of identifying members accessing the meeting.

Requirements and Restrictions

The 2020 Act provides that any 'requirements' or 'restrictions' on accessing the meeting are only permitted to the extent that they are (i) necessary to ensure the identification of those taking part and the security of the technology used and (ii) proportionate to the achievement of those objectives. Detailed analysis will need to be undertaken to identify and assess all such requirements or restrictions and they must be specified in the notice convening the AGM.

AGM Notice

The 2020 Act provides specific content requirements for a notice convening an AGM, including specifying (i) details about the electronic platform to be used and details for access to the electronic platform, (ii) the time by and manner by which a member must confirm his or her intention to attend the meeting, (iii) any requirements or restrictions which the Society has put in place in order to identify members who intend to attend the meeting, (iv) the procedure to apply for voting on resolutions proposed to be passed at the meeting and (v) the procedure for members to communicate questions and comments before and during the meeting.

Quorum

The quorum requirements set out in a Society's Rules continue to apply to any AGM convened and conducted using the procedure set out in the 2020 Act. Where a Society's Rules allow for a proxy, each proxy will be counted in the quorum where they attend an AGM convened and conducted in accordance with the 2020 Act. A process should be put in place with the meeting operator to enable them to confirm to the chairperson, prior to the commencement of the meeting, that the requisite quorum of members has been reached in accordance with the Society's Rules.

Business to be Transacted at the AGM

There are no specific requirements in the 2020 Act as to the business that must be addressed at an AGM, however a Society's Rules may prescribe certain required matters that must be addressed in order for the meeting to constitute a valid AGM. The notice convening the AGM should include an agenda listing out all matters that are required to be addressed at the AGM in accordance with the Society's Rules.