03 July 2020

Some further, time limited, measures have been introduced which offer support to Registered Social Landlords (RSLs) during the Covid-19 crisis.

The Corporate Insolvency and Governance Act 2020 (the Act) received Royal Assent on 25 June 2020. It makes the following temporary changes.

Annual General Meetings (AGMs) and other members’ meetings

For:

• Community Benefit Societies and Co-operatives – the vast majority of RSLs
• Companies

How meetings are held

Where an RSL’s constitution or Rules include a legal duty to hold an AGM, or another members’ meeting, the Act allows that meeting to be held by any means.

Therefore, if your current constitution or Rules require a physical meeting place, or attendance by members or proxies in person (as the SFHA Model Rules do) – this requirement will not apply.

Instead, the RSL may meet remotely, using electronic and other methods to ensure members may attend and vote, as appropriate. The Act ensures that members have the right to vote at any such meeting. Any other form of participation allowed is left up to the individual RSL and its constitution. Therefore, in addition, RSLs may allow members to speak or otherwise participate in such a remotely held meeting as appropriate and in line with the provisions of its Rules and /or constitution.

This change to how members’ meetings can be held applies to any meetings due to take place from 26 March 2020 and will expire on 30 September 2020. That end date may be extended by 3 months (more than once) but to no later than 5 April 2021.

Dates meetings are held

If your RSL is due to hold an AGM or other members’ meeting before 30 September 2020, the deadline for holding that meeting is now 30 September 2020.

If, like many RSLs, your current deadline for a meeting is already 30 September 2020, that is unchanged. However, further Regulations may be introduced to extend the period in which such meetings must be held.

Model Rules

The SFHA Model Rules, that many RSLs operate under, currently require general meetings to be held physically, at a venue. In light of recent issues, an amendment to the Model has been made available to permit general meetings to be held by any means, and RSLs may wish to consider this as an option in the longer term.

If you have any questions regarding the above matters, please contact Marion Davis (details below).

Our Dedicated COVID-19 Advisory Group’s details can be found here.

Contact

Marion Davis, Senior Associate E: mda@bto.co.uk T: 0141 225 5295