Running an AGM

Read the governing document first.The statutory position is a fallback; the constitution's own rules on AGMs (notice, quorum, voting) take precedence where specific.

• Notice.Most member-structure constitutions require at least 14 or 21 clear days' notice. AGMs called at shorter notice can be invalid; decisions taken at an improperly noticed meeting are vulnerable to challenge.
• Quorum. The minimum number of members that must be present (or voting) for the meeting to make valid decisions. Specified in the governing document.
• Voting. Show of hands by default; members can demand a poll (one member, one vote of full share or voting interest). Many constitutions allow proxy voting and written resolutions.
• Minutes. Written record kept; signed at the next meeting; available to members on request.
• Virtual and hybrid meetings. Permanent since Charities Act 2022 unless the governing document expressly prohibits. The Companies Act default rules now permit virtual meetings for companies too.

1. Welcome, apologies for absence, confirmation of quorum
2. Minutes of the previous AGM — approval and signing
3. Matters arising from the previous AGM
4. Chair's report — what the charity achieved during the year; highlights, challenges, plans
5. Treasurer's report — presentation of the annual accounts; reserves position; outlook
6. Adoption of annual accounts — vote of the members
7. Appointment / re-appointment of the independent examiner (or auditor) where applicable
8. Election of trustees — those retiring, those re-standing, new nominations
9. Other resolutions on notice — constitutional amendments, motions raised by members
10. Any other business(often restricted to members' questions, not substantive decisions)
11. Date of next AGM

Most small-charity AGMs are stifled by procedural ritual. The members who show up have given up an evening or a Saturday morning; they deserve something better than a box-tick.

• Keep the procedural section short — 15 minutes for the formal business
• Build in a substantive section— a presentation on a project, a Q&A with the chair, a short talk from a beneficiary, member discussion of strategy
• Provide accounts and reports in advance — don't read them out
• Encourage member questions in writing ahead of time, so the chair can prepare considered answers
• Use the hybrid option — even one or two members joining online can be the difference between quorum and not
• Don't forget the social bit — refreshments, opportunity to talk to trustees informally

• Inadequate notice. Decisions taken at a short-noticed AGM are vulnerable
• Quorum failure.If the constitution quorum isn't met, the meeting cannot make decisions. Either adjourn or amend the constitution
• Conflicts of interest not declared.The trustees' conflict-of-interest rules apply at AGMs too where trustees vote as members
• Not publishing the accounts. Members are entitled to inspect the latest accounts before the AGM
• Failing to keep minutes. Especially critical for election results, accounts adoption, constitutional amendments

• Community group governance basics →

  The wider governance and trustee-duty framework around AGMs.

• Compliance hub →

  All compliance guides on one page.

• UK community group legal structures →

  Which legal form requires which AGM regime.

• Charitable Incorporated Organisation (CIO) explained →

  Foundation CIO (no AGM) vs Association CIO (statutory AGM regime).

• Charities Act 2022 — permanent virtual / hybrid meeting provisions (in force from Phase 1, 31 October 2022)
• Charity Commission model constitutions (Foundation CIO and Association CIO, November 2023 update)
• Companies Act 2006 — meetings, notice and voting rules for companies (including charitable companies)
• Charity Commission CC3 The essential trustee — duties around member meetings
• The governing document of your specific charity — overrides general rules where it speaks