Virtual meeting advice for Kennel Club registered societies

For a committee, a virtual meeting is a cost and time effective way to conduct business. Unless the rules of the club prevent such meetings or state specifically that meetings must be in person only, then it is an acceptable option for the club committee to meet online, provided it follows some basic principles. 

• Consult with committee members to check that all are happy to proceed with a virtual meeting
• Ensure participants have the IT facility and expertise (see A below)
• Arrange training/support as appropriate
• Agree the best online platform for the needs of the meeting (see B below)
• Agree communication methods, observing confidentiality and data security
• Agree roles for facilitating the meeting e.g.. who sets up the meeting, who provides technical support, who shares documents
• Agree basic protocols for in meeting participation – hand up / mute / chat functions
• Agree process for secret voting (see C below)
• Ask invitees to ‘accept’ electronic invite to ensure details are correct on meeting invite and all receive access details correctly
• Consider issuing a reminder 24-48 hours before the meeting
• Consult those present on recording online meetings

Before embarking on an online committee meeting, it may be beneficial to hold a trial run to allow participants to familiarise themselves with the process.

The committee must continue to abide by any requirements for notification method, notice period and so on, which may be specified in the constitution or the established practice, and therefore an expectation.

A club must hold its AGM in accordance with the requirements of its constitution and the established practice of the club. Whilst clubs were permitted to hold AGMs online during and immediately after lockdown, even if this did not strictly conform with their constitutions, this was due to government restrictions in place at the time and was only for the processing of routine business. 

It is fully appreciated that a virtual AGM will improve access and convenience for members. Also, with advances in technology the platforms available for so doing are increasingly user-friendly.

In principle, a club can move towards holding virtual AGMs provided it has ensured that the rules allow for such meetings. Usually, an appropriate change to the rules will be required to formalise this process and members must be fully consulted and agree on this change to what has been a fundamental process of the club.

The legal position –

• A club constitution will not normally provide for virtual general meetings.
• It will intend for members needing to attend (physically).
• Limited companies can hold virtual meetings in some circumstances.
• For public and private companies, shareholders’ meetings can be held if their Articles include s.360A of the Companies Act.
• In order to hold a virtual AGM, most companies need to amend their Articles – since they often prescribe that a physical location must be included in the notice of the meeting or that members must be entitled to see/hear each other in order for the meeting to be validly held.
• For limited companies, proxy / postal/ online voting would need to be specified in the rules.

Any change to the rules of a club must be agreed by members voting at a general meeting. Members must receive at least 14 days' notice of the full detail of a proposed rule change. Once agreed at the general meeting, the rule change is subject to Kennel Club approval before implementation. 

Once the constitution allows for a virtual AGM, the committee should consider how best to organise the meeting, with the interests of the membership at the forefront. The committee will need to consider the following:

• Agree the best online platform for the needs of the meeting (see B below)
• Agree roles for facilitating the meeting i.e. who sets up the meeting, who provides technical support, who shares documents, and so on
• Agree basic protocols for in meeting participation – hand up / mute / chat functions - Agree process for secret voting (see C below)

Before embarking on an online AGM, it may be beneficial to hold a trial run to ensure the process is reliable.

Either a fully remote meeting, and/or resolutions made electronically, are easier to manage than a hybrid-type meeting where some members are voting in person and others are participating remotely. A hybrid meeting for a significant number of attendees, such as for a club general meeting, might easily lead to contention. So, the rules of the club would need to be very clear about the way the meeting is managed in this respect.

An SGM of a registered society is usually convened for a specific, extraordinary proposal which is not part of the club’s normal business.  

The same procedural principles as for the AGM will apply. But the committee must be even more mindful of accessibility for members. Also, there may well be a need for a secret ballot and there must be a secure provision for this to ensure confidentiality.

Specific Considerations for General Meetings 

• Consider members without the requisite IT capacity and make alternative provision such as physically joining other members and postal voting options.
• Consider challenges over the logistics of how to deal with questions which would usually have been asked from the floor.
• A forum for open debate ideally needs to be provided, and for the proposer to respond to questions.
• This is especially important for contentious items.
• Written submissions as part of the agenda pack can be used, but this is no substitute for balanced debate.

A club must recognise that there is much to consider with regard to online meetings in order that they are procedurally correct in terms of issues such as voting systems and ensuring no members are disenfranchised.

It may be useful to circulate a skills matrix to committee members so that support can be offered as appropriate:

There are many options for virtual meeting platforms, here are some examples:

• Zoom
• Microsoft Teams
• Google Hangouts
• WhatsApp
• GoToMeeting

A number of virtual voting methods are available. The following are free of charge: 

• Google Docs
• Survey Monkey
• Mentimeter

The Kennel Club has previously offered a ballot counting service to registered societies, to assist with elections of committee, officers, judges and so on. We have made arrangements with Mi-Voice, the company which runs election/balloting processes in conjunction with Kennel Club General Meetings, to offer a range of services to registered societies. This will enable either fully electronic, or part electronic and part postal submissions, and will ensure complete confidentiality for the user.

Mi-Voice are able to offer a response handling and ballot count service to Kennel Club registered societies. Ballot papers can be returned to Mi-Voice by post, where the experienced elections team will process responses, conduct a count and provide a result report. These are the same services previously offered by the Kennel Club and would be provided at the same rate as the existing pricing structure.

In addition, Mi-Voice can assist with distributing voting information by post and/or email, create an online voting site for elections, and even take votes over the telephone. These Mi-Voice services will be familiar to members who participate in the Kennel Club AGM and SGM process.

If this is of interest, please contact Mi-Voice by email or telephone 02380 763 987.