Charity AGM minutes

Does a charity have to hold an AGM?

A charity has to hold an AGM only where its governing document or the law requires one. The Charity Commission's Charity meetings (CC48) says “If your charity has a separate voting membership, your governing document should set out rules about AGMs which you must follow. You must also follow any legal rules that apply to your type of charity.” It adds: “Usually, membership charities must hold at least one general meeting per year: this is the AGM or annual general meeting.”

The position by legal form:

• Charitable company. CC48: “If your charity is a company, you do not need to hold an AGM unless your governing document says that you must.” The statutory duty in section 336 of the Companies Act 2006 applies to public companies, and charitable companies are normally private companies limited by guarantee. But many adopted the Commission's model articles of association for a charitable company (GD1), whose article 13 requires a first AGM within eighteen months of incorporation and then one each year, “not more than fifteen months” apart.
• Association CIO. The Commission's model constitution for an association CIO says at clause 11(1): “There must be an annual general meeting (AGM) of the members of the CIO”, the first within 18 months of registration and then at intervals of not more than 15 months. The model binds only a CIO that adopted it.
• Foundation CIO or trust. Usually no members other than the trustees, so no AGM.
• Unincorporated association. Whatever its constitution says, which usually includes an AGM. Some charities must hold one for a wider community: CC48 notes that “some village hall charities are required to hold an AGM for people in the local community that use the hall.”
• Scotland. A SCIO has a statutory rule: under regulation 8 of the Scottish Charitable Incorporated Organisations Regulations 2011, “A SCIO must hold a meeting of its members within 15 months of the date on which OSCR enters the SCIO in the Register, and at least once every 15 months thereafter.”

Calling the AGM: notice periods and what the notice says

The governing document sets the notice period, within any statutory minimum. CC48: “Your governing document should also tell you when to hold the AGM and how much notice you need to give. If it does not, you should give reasonable notice, such as a minimum of 3 weeks.” The common periods:

• Private company, including most charitable companies: “A general meeting of a private company (other than an adjourned meeting) must be called by notice of at least 14 days.” (Companies Act 2006, section 307), and the articles may require longer.
• Commission model articles (GD1): article 15(1) requires “twenty-one clear days for an annual general meeting or a general meeting called for the passing of a special resolution” and fourteen clear days for other general meetings.
• Commission model association CIO constitution: “at least 14 clear days notice of any general meeting to all of the members, and to any charity trustee of the CIO who is not a member” (clause 11(3)(a)).
• SCIO: “at least 14 days notice of such meetings to its members and its charity trustees” (regulation 8(2)).
• Governing document silent: CC48's “minimum of 3 weeks”.

So 21 days is not a universal charity rule: it is the Companies Act minimum for a public company's AGM and the figure in the Commission's model articles. Count clear days: CC48 says “A period of clear days or weeks does not include the day you send the notice or the day of the meeting”, and section 360 of the Companies Act 2006 applies the same rule to company notice periods.

Short notice is possible: section 307(4) to (6) lets a private company's members agree to shorter notice, by a majority in number together holding at least 90 per cent of the voting rights (or up to 95 per cent if the articles say so); GD1's article 15(2) and the model association CIO constitution have their own short-notice routes.

What the notice contains: GD1 says “If the meeting is to be an annual general meeting, the notice must say so.” and “The notice must be given to all the members and to the directors and auditors.” CC48 tells a charitable company to “include the full wording of any proposed special resolutions in the notice”, and says a CIO's notice must include details of any resolution to amend its governing document, amalgamate with another CIO or transfer its property, rights and liabilities to another CIO. Send with it the documents members need: CC48's examples of documents to send with the agenda include an annual report, the accounts and a statement from anyone standing for election or re-election, and the model association CIO constitution requires the accounts, the trustees' annual report and details of candidates to go with the AGM notice, or details of where they can be found on the CIO's website (clause 11(3)(c)(v)).

Members can also force a meeting: CC48 says 5% of a charitable company's voting members can ask the trustees to call a general meeting, which must then be called within 21 days of the request and held within 28 days of the notice.

What the AGM deals with, and the quorum

The governing document sets the AGM agenda. A typical AGM, like the one in clause 11(1) of the model association CIO constitution, “must receive the annual statement of accounts (duly audited or examined where applicable) and the trustees' annual report, and must elect trustees”. It may also appoint the examiner or auditor, deal with members' resolutions and take questions.

“Where applicable” matters. A charity in England and Wales needs an independent examination or audit only above an income threshold, which is £40,000 for financial years ending on or after 30 September 2026 under the Charities Acts 1992 and 2011 (Substitution of Sums) Order 2026, unless the governing document or a funder requires one.

Members usually receive the report and accounts rather than approve them, and not every vote binds the board. CC48: “The chair of the AGM should make it clear to the members which votes (if any) are binding on the trustees.”

Without a quorum nothing is decided. CC48: “Any decisions you make at a meeting that does not meet the quorum requirements are not valid and could be challenged.” For a company, unless the articles say otherwise, “two qualifying persons present at a meeting are a quorum” (Companies Act 2006, section 318(2)). The model association CIO constitution suggests a quorum of the greater of 5 per cent or three members; if a quorum is not present within 15 minutes of the start time, a meeting called by or at the request of the members is closed, and any other meeting must be adjourned; and “If at any time during the meeting a quorum ceases to be present, the meeting may discuss issues and make recommendations to the trustees but may not make any decisions.”

Record who is there. CC48: “You should record which members attend an AGM. For example, by signing a register. For virtual and hybrid meetings, you should keep a record of the people who attend the meeting electronically.” Before holding an AGM online or hybrid, check the governing document allows it: CC48's legal note says “there is no settled legal position about the definition of a valid meeting.”

Writing the AGM minutes: what to record

CC48 says “Minutes are the written legal record of what happened at your meeting.” and “Your minutes do not need to be a word-for-word record of what happened at your meeting.” Its list of what minutes should include, applied to an AGM:

• the charity's name, the type of meeting (the AGM), and the date, time and venue or platform
• who chaired, who attended and the apologies, with the register attached: “If you keep a register of the meeting, such as a register of the members who attend a general meeting, you should attach the register to the minutes to record who attended.”
• that the meeting was quorate at the start, and the time if a quorum was lost
• any conflicts of interest declared
• approval of the previous AGM's minutes, or members' corrections to them
• the reports received, and a summary of members' questions and the trustees' answers
• “decisions made and the exact wording of resolutions that were voted on at the meeting”, how each was decided (show of hands or poll, proxies counted) and the result
• “who voted on decisions made at the meeting” and “how they voted on those decisions”, where the voting method allows it (an anonymous ballot does not)
• each election: the candidates, the result and who was elected or re-elected
• “full reasons explaining why you made your decisions” and “the information upon which you based your decisions”
• any other business, actions agreed and the date of the next meeting

A resolution minute for a fictional association CIO might read: “Resolution 3 (ordinary): that the trustees' annual report and accounts for the year to 31 March be received. Proposed by the treasurer. Show of hands, including proxies held by the chair: carried, with the numbers for, against and abstaining recorded.” Record the numbers: “carried” alone cannot be checked later. Our guide to minute taking covers the craft.

Approving, signing and making the minutes available

AGM minutes are often approved at the next AGM, a year later, so circulate the draft soon after the meeting. For a charitable company, CC48 notes that “Your members can challenge the contents of the minutes at your charity’s next general meeting unless you permit members to do this before the next meeting.”

The chair's signature matters in law for a CIO. Under regulation 42 of the Charitable Incorporated Organisations (General) Regulations 2012, “Minutes of proceedings of a general meeting are evidence of the proceedings at the meeting if they purport to be signed by– (a) the chair of that meeting; or (b) the chair of the next general meeting.” Under regulation 42(2), until the contrary is proved, “all appointments made at the meeting are treated as valid”. Company law has the same presumption for a company's general meetings under section 356 of the Companies Act 2006.

CC48 says “You should make the minutes of a general meeting available to your charity’s trustees and members.” It adds that a CIO must make them available to members at its office and be able to produce a hard copy. A company keeps them at its registered office or a notified place under section 358 of the Companies Act 2006, which says “The records must be open to the inspection of any member of the company without charge”, with copies on payment of the prescribed fee.

Keep them for at least ten years for a company (Companies Act 2006, section 355) and at least six years for a CIO (CIO regulation 41); CC48 advises at least six years for an unincorporated association. Keep the register, proxy forms, nominations and any short-notice consents with them.

The nominations, proxies and questions that arrive by message

The formal record of an AGM is the notice, the register and the minutes. The working record is often elsewhere. A member texts the secretary to nominate a trustee. Another sends a photo of a signed proxy form at ten the night before. During a hybrid meeting, a member who cannot get the microphone to work sends a question to the chair's phone. Each sits on one volunteer's personal phone, in a consumer messaging app the charity does not control.

That matters when a result is questioned. If a member challenges an election, the charity will want to show when the nomination arrived, whether the proxy was in time under the governing document, and that the question was put. The minute says “carried”; the evidence leaves with the secretary when they stand down.

ComplyChat is a messaging app for conversations an organisation needs to keep. A members' or AGM channel the charity holds keeps nominations, questions and proxy notices with the charity, and because a mobile number verified by SMS is an identity on the platform, members and volunteers without a charity email account can take part. Everyone added to a channel is told it is on the record, and on the paid plans the record files into the charity's own Microsoft 365 under its own retention rules. It is not a voting or proxy-counting platform and does not run the meeting, and a proxy is valid only if it meets the governing document's own requirements.

A question for the trustees before the next AGM: if a member challenged last year's election result, could we produce the nominations and proxies, and when each arrived, or only the minute?

Questions people ask

What should be included in AGM minutes?

According to the Charity Commission's CC48, AGM minutes should include the meeting's type, date, time and venue, who attended (to show the quorum), declared conflicts, a summary of discussion, the decisions and “the exact wording of resolutions that were voted on”, the reasons and actions. Attach the attendance register; the minutes need not be word-for-word.

When must AGM minutes be sent out?

No law sets a deadline for sending charity AGM minutes; the governing document may. CC48 says “You should make the minutes of a general meeting available to your charity’s trustees and members”, and a charitable company must keep them open to members' inspection without charge under section 358 of the Companies Act 2006.

Do you have to give 21 days notice for an AGM?

Only if your governing document or the law says so. A private company needs at least 14 days' notice under section 307 of the Companies Act 2006, the Commission's model articles require 21 clear days for an AGM and its model association CIO constitution 14 clear days; where the governing document is silent CC48 advises “a minimum of 3 weeks”. Shorter notice is possible if enough members agree.

Can an AGM be held without quorum?

No valid decisions can be made without a quorum: CC48 says decisions at a meeting that does not meet the quorum requirements “are not valid and could be challenged”. Under the Commission's model association CIO constitution, a meeting not quorate within 15 minutes is closed if it was called by or at the request of the members, and otherwise adjourned, and if a quorum is lost part-way the meeting may discuss and recommend but not decide.

How do you calculate 21 days' notice for an AGM?

Count clear days: CC48 says a period of clear days “does not include the day you send the notice or the day of the meeting”, and section 360 of the Companies Act 2006 applies the same rule to companies. So 21 clear days means 21 full days between the day of sending and the day of the AGM, plus any deemed-delivery period: the governing document's, or for a company the 48 hours, counting working days only, in section 1147 of the Companies Act 2006 unless its articles say otherwise.

Who can attend an AGM of a charity?

The charity's members can attend and vote under its governing document; under the Commission's model association CIO constitution notice also goes to trustees who are not members, and under its model articles for a charitable company to the directors and auditors. Some village hall charities must hold an AGM open to the local community, so make clear who may vote.

Official guidance and your next step

The Charity Commission's guidance is Charity meetings (CC48). The law is in sections 307, 318, 355, 358 and 360 of the Companies Act 2006 and regulations 41 and 42 of the CIO (General) Regulations 2012. The Commission's model articles (GD1) and model association CIO constitution show the standard clauses. Quotations are from those pages as published on 8 October 2026.

This guide is a summary for charities in England and Wales, not legal advice; your governing document decides most of these questions. Scottish charities should look to OSCR and the SCIO Regulations; Northern Ireland charities should follow their governing document and the Charity Commission for Northern Ireland.

Then do one thing: open your governing document at the clause on general meetings and write down, on one page, the notice period, the quorum, who receives notice and what the AGM must deal with. That page is your agenda checklist.