Knowledge Highlights 14 May 2020
On 2 May 2020, guides for charities and registered societies on the conduct of meetings amid the Covid-19 situation were issued by the Commissioner of Charities and the Chartered Secretaries Institute of Singapore, and the Registry of Societies, respectively. The Minister for Law had in April 2020 issued various Orders to enable charities and registered societies to conduct general meetings through alternative arrangements, while complying with prevailing safe distancing measures implemented to deal with the Covid-19 situation. These arrangements apply to the period between 27 March 2020 and 30 September 2020. The guides elaborate on the alternative arrangements prescribed under the Orders and provide best practices pertaining to meetings held under the alternative arrangements.
Compliance with these alternative arrangements will be deemed to satisfy the relevant provisions of the written law or legal instrument in respect of which the alternative arrangements are made. The Orders are permissive, not mandatory. Meetings can still be held in accordance with the existing law or legal instrument, if doing so would not breach prevailing safe distancing measures.
Guidance for charities
The guide on “Conduct of meetings by charities amid Covid-19” (“Guide for Charities”) makes reference to the legal provisions under the relevant Orders and best practices pertaining to the conduct of a charity’s meetings, in particular, annual general meetings (“AGMs”), during the Covid-19 situation. Governing board members are advised to read the guide together with the legal provisions to ensure that they are aware what is expected of them, the procedures for calling an AGM, and the information to be provided to members at the AGM.
The Guide for Charities comprises two parts. Part 1 of the Guide for Charities elaborates on the legal provisions on the conduct of AGMs pursuant to the relevant Orders issued under the Covid-19 (Temporary Measures) Act 2020 which prescribe alternative arrangements for meetings where personal attendance is provided for in written law or certain legal instruments. The content may be applied where appropriate to other meetings of a charity (e.g. extraordinary general meetings and board meetings), except where the provisions are specific to AGMs only. The appropriate Order, set out as follows, is dependent on the charity’s legal structure:
Registered charities established as companies limited by guarantee
Registered charities established as societies
Registered charities that are set up by way of:
· Charitable trusts
· Unincorporated associations (such as charitable funds of co-operatives)
· Private Acts
All exempt charities except those which are:
· Statutory boards covered under the Public Sector (Governance) Act 2018
· Government-aided and independent schools
Exempt charities which are government-aided or independent schools
Among other things, the relevant Orders and guidance set out:
- how notice of general meetings may be sent;
- how documents relating to the business required to be laid or produced before a meeting may be so laid or produced;
- how members may submit questions before a general meeting;
- how members may vote during general meetings;
- how members may submit proxy forms through electronic means;
- how charities may conduct meetings electronically; and
- quorum requirements.
Part 2 of the Guide for Charities provides guidance on the best practices that a charity can adopt in conducting virtual meetings. Key areas covered include the following:
- Notice of meeting: The prescribed alternative arrangements allow the notice of meeting to be sent by electronic means and published at an online location. The notice and any proposed resolutions should be drafted in plain language. The notice should inform members how to participate in the virtual meeting using the platform chosen, and there should be a helpline number for members who need assistance with using the technology before or during the meeting. The Guide for Charities includes a sample notice of AGM template.
- Criteria for choice of digital platform and tools for virtual meetings: The charity needs to (i) admit only its members to the meeting (identification); (ii) allow members to see each other (video) and the presentations (sharing of content); (iii) enable voting only by members and proxy voting.
- Voting process: Electronic voting for general meetings is allowed only if the charity’s constitution specifically allows for it. Otherwise, voting must be done by proxy. The Guide for Charities includes a sample proxy form.
Electronic voting can be by show of hands or by a poll. The constitutions of charities will stipulate what matters need to be decided by members using a poll.
If voting is to be conducted by a show of hands, the digital platform or tool selected has to permit the charity to vote by a show of hands. For motions, the same digital hand can be raised to propose or to second any motions (i.e. any proposals for consideration).
For voting conducted by polling, if another tool needs to be used, the key selection criteria are:
- Ensuring that only the charity’s members vote on the charity’s forms: This can be done by (i) issuing the electronic forms which can be a PDF or Word document with watermark via the registered e-mail addresses of the members to members who have been verified as being present and attending the virtual meeting; or (ii) assigning access to a cloud facility to members who have been verified as being present and attending the virtual meeting, to download the needed voting form.
- Counting of the votes: The charity should appoint staff or independent parties to assist with the counting with the possibility of the counting being witnessed by those who wish to be present.
- Announcement of the results of the voting: The results of voting need not be announced immediately after each item is considered, unless the items are interrelated with one item affecting subsequent items. Hence, it is possible to table the decisions and have the members vote on them, with the members (i) submitting their votes on the forms via e-mail (note the need for security over access to the voting forms); or (ii) uploading their voting slips to the charity’s cloud depository.
In addition, the scope of the VWOs-Charities Capability Fund (VCF), which provides funding to charities and institutions of a public character to enhance their governance and management capabilities and their operational efficiency, has been expanded to support charities impacted by Covid-19. Charities which qualify may now tap on the grant to fund basic infrastructure components, office automation tools, website development costs, and subscription charges of video and audio-conferencing tools.
Guidance for registered societies
As with Part 1 of the Guide for Charities, the “Guidance on conduct of general meetings and governing bodies’ meetings of registered societies during control period” elaborates on the legal provisions on the conduct of general meetings pursuant to the Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for Registered Societies) Order 2020.
Similar to Part 2 of the Guide for Charities, the “Guidance for virtual meetings for registered societies” covers topics such as the notice of meeting requirements, the criteria for choice of digital platform and tools for virtual meetings, and the voting process. A sample proxy form and notice of AGM template are also included.
A set of “FAQs on holding of meetings for registered societies” has also been produced.
The following materials are available on the Charity Portal website www.charities.gov.sg:
- Media release on “Guide to charities on the conduct of general meetings”
- Guide on conduct of meetings by charities amid Covid-19
The following materials are available on the Ministry of Home Affairs website www.mha.gov.sg:
- Press release on “Guidance for registered societies on the conduct of general meetings and governing bodies’ meetings during periods of safe distancing measures”
- Annex A: Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for Registered Societies) Order 2020
- Annex B: Guidance on the conduct of meetings and governing bodies’ meetings of registered societies during control period
- Annex C: Guidance on virtual meetings for registered societies
- Annex D: FAQs on holding of meetings for registered societies
The following materials are available on the Singapore Statutes Online website sso.agc.gov.sg:
- Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for Companies, Variable Capital Companies, Business Trusts, Unit Trusts and Debenture Holders) Order 2020
- Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for Registered Societies) Order 2020
- Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for Charities, Co-operative Societies and Mutual Benefit Organisations) Order 2020
- Covid-19 (Temporary Measures) (Alternative Arrangements for Meetings for Schools) Order 2020
- Covid-19 (Temporary Measures) Act 2020
In addition, we have a cross-disciplinary Covid-19 Legal Task Force consisting of Partners across various practice areas to provide rapid assistance. Should you have any queries, please do not hesitate to get in touch with us at firstname.lastname@example.org.