AGMs and charity membership

I was working with a community group last week and someone from the local CVS (council for voluntary services) who was supporting them spoke about AGMs, saying that there was no guidance about how to run them. I assured her that there was (and sent information via email the next day) but the first port of call has to be your constitution. It should perhaps be my theme song, 'Look to your governing document'. But of course some of our communities don't have a proper constitution just a trust deed that was written centuries ago where there may be no mention of an AGM.

I find that people can get quite confused about what an AGM is for and what gets done. The first confusion arises when people think that every charity has to have an AGM and the second confusion arises when it is thought that everyone attending gets a vote. Those of us attending the General Assembly AGM (business part of the Annual Meetings) know that not everyone has a vote - you have to have a voting card which you hold in your hand when you vote. Only members have votes - which means individual members of the GA and representatives of member organisations such as congregations and districts. Then there is the assumption that for example all trustees get re-elected ... and the answer is ? .... you guessed it! look to your governing document. Just because one organisation does it one way does not mean that yours does the same.

Membership can be a tricky concept. The members of a charity have their role defined in the governing document. Sometimes there are different types of members and sometimes there aren't. Following a review of membership issues the Charity Commission is planning to review its own guidance and perhaps write an example of a membership clause for constitutions. The report recommends that Trustees should:

• pay careful attention to the governance arrangements that relate to the charity’s members, in particular:
  • that the rights of each different type of member and their role within the charity are clearly set out;
  • that the role of corporate members is fully understood;
  • that effective means of communication with all members are in place;
  • that the membership list is kept up-to-date;
  • that the governance arrangements are regularly reviewed, including the number of members they have and the level at which a quorum is set;
• consider whether it is appropriate to include a clause in their governing document setting out the respective roles and responsibilities of members and consider whether any additional procedural documents would be beneficial;
• consider whether their membership is truly representative of the group it is designed to serve and, if not, consider ways of reaching those that are excluded;
• be aware of the potential benefits of mediation and, where appropriate, consider whether it might be a useful tool for resolving a disagreement within the charity.

It is important that if a charity has members that it should communicate with them and attempt to make us of them to add value to what the trustees do. Before this happens you have to know who they are and what they can do.

If your community has an old trust deed and is not in a position to adopt a new constitution it may be worth talking about membership and also about AGMs. You don't necessarily have to conclude your discussions quickly, just putting the issues on the table may be enough to generate a useful debate. What is important is that everyone knows if there are members, what their roles and responsibilities are and who are the members. Writing things down goes a long way to getting a shared understanding and can provide the basis for an on-going debate about these issues.