Virtual AGM 2020
The rules for holding AGMs for credit unions had been, that they must be held in a physical location, which meant that legislation was needed to update the rules to enable an AGM to be held wholly or partially virtually. With the current health and safety guidelines for group meetings; this new legislation was brought before government and then the Oireachtas.
In December 2020, the government published the Finance (Miscellaneous Provisions) Bill 2020 (the “Bill”) which now enables credit unions to convene wholly or partially their AGMs virtually. This means that we can now hold our AGM , 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 2021 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.
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.
There is always a lot to plan and organise for an AGM and as you can see there this year there is even more to consider. We anticipate that we will have large numbers of members seeking to attend therefore there must be ease of access, while at the same time being able to verify membership, voting procedures and so on from a practical perspective must also be available. The date for the AGM 2020 is not yet set however we encourage members to now Sign Up for your AGM pack by email, this way you will will automatically be sent a link to join the AGM 2020 online.