OTHER CHAPTERS
I. SETTING UP AN ORGANISATION
Ch.1: Trusts and unincorporated associations
Ch.2: Companies & other incorporated structures
Ch.3: Charitable status, charity law & regulation
Ch.4: The objects clause
Ch.5: The governing document
Ch.6: Setting up an organisation
Ch.7: Registering as a charity
Ch.8: The organisation's name
Ch.9: Branches, subsidiaries, partnerships & mergers
II. GOVERNANCE & MEMBERSHIP
Ch.10: Members of the organisation
Ch.11: Members of the governing body
Ch.12: Officers, committees & sub-committees
Ch.13: Duties & powers of the governing body
Ch.14: Restrictions on expenses, remuneration & benefits
III. RUNNING AN ORGANISATION
Ch.15: The registered office and other premises
Ch.16: Paperwork requirements
Ch.18: Legal agreements
Ch.19: Organisational & personal liability
Ch.20: Insurance
Ch.21: Financial difficulties & winding up
IV. EMPLOYEES, WORKERS, VOLUNTEERS & OTHER STAFF
Ch.22: Employees and other workers
Ch.23: Rights, duties & the contract of employment
Ch.24: Model contract of employment
Ch.25: Equal opportunities in employment
Ch.26: Taking on new employees
Ch.27: Pay & pensions
Ch.28: Working time & leave
Ch.29: Disciplinary matters, grievances & whistleblowing
Ch.30: Termination of employment
Ch.31: Redundancy
Ch.32: Employer-employee relations
Ch.33: Employment claims & settlement
Ch.34: Self-employed workers & other contractors
Ch.35: Volunteers
V. SERVICES & ACTIVITIES
Ch.36: Health & safety
Ch.37: Equal opportunities in provision of goods & services
Ch.38: Confidentiality, privacy, data protection & freedom of information
Ch.39: Intellectual property
Ch.40: Publications & publicity
Ch.41: Campaigning & political activities
Ch.42: Public gatherings & entertainment
Ch.43: Food & drink
VI. FUNDING & FUNDRAISING
Ch.44: Funding & fundraising: General rules
Ch.45: Fundraising activities
Ch.46: Tax-effective giving
Ch.47: Trading companies
Ch.48: Contracts & service agreements
VII. FINANCE
Ch.49: Financial procedures & records
Ch.50: Annual accounts, reports & returns
Ch.51: Auditors
Ch.52: Corporation tax, income tax & capital gains tax
Ch.53: Value added tax
Ch.54: Investment & reserves
Ch.55: Borrowing
VIII. PROPERTY
Ch.56: Land ownership & tenure
Ch.57: Acquiring & disposing of property
Ch.58: Business leases
Ch.59: Property management & the environment
IX. BACKGROUND TO THE LAW
Ch.60: How the law works
Ch.61: Dispute resolution & litigation
|
|
UPDATED INFORMATION FOR CHAPTER 17:
VOLUNTARY SECTOR LEGAL HANDBOOK
This page contains information that has appeared on Sandy Adirondack's legal update website for voluntary organisations at www.sandy-a.co.uk/legal.htm. For current updates, including potential changes that are in the pipeline, see the legal update website.
These websites for each chapter update
the 2nd edition of The Voluntary Sector Legal Handbook by Sandy Adirondack and James Sinclair Taylor (Directory of Social Change, 2001). The websites are not intended as a comprehensive update and should not be treated as such.
To order a copy of The Voluntary Sector Legal Handbook, print out the order form at www.sandy-a.co.uk/bookserv.htm or send an email order by clicking
. It costs £50 for voluntary organisations or £80 for others, plus 10% p&p. We expect the third edition to be published in 2007.
The information here covers the law applicable to England and Wales. It may not apply in Northern Ireland and/or Scotland. These news items are not a full or definitive statement of the law and are not intended as a substitute for professional legal advice. No responsibility for loss occasioned as a result of any person acting or refraining from acting can be taken by the author.
Chapter 17
MEETINGS AND DECISION MAKING
COMPANY COMMUNICATIONS
Added 10/1/07. This information updates s.17.4.4 and various other sections in The Voluntary Sector Legal Handbook 2nd edition.
From 20 January 2007, provision for communications by companies and other incorporated bodies (all referred to here as companies) are in effect under the Companies Act 2006. (For web addresses for the Act and explanatory notes, see above.) This allows companies to receive or send company information electronically, provided consent has been given for this. There are separate provisions for communications sent to a company, as set out in schedule 4 of the Act; and for communications sent by a company, as set out in schedule 5. Communications from one company to another have to comply with schedule 5 (s.1144).
The provisions apply to information or documents sent to the company by company members, debenture holders or others who are required under company law or the articles to communicate with the company; and information or documents that the company is required under company law or the articles to send to company members, debenture holders or others. The rules do not apply to information where there is no statutory or constitutional duty to send it.
Electronic communications include email, fax, website, CDs or other electronic media, or any other communication which is sent and received electronically (s.1168). If the information is in electronic form but is delivered by hand or post (for example on a CD), it can only be sent or supplied to an address to which it could validly be sent if it were in hard copy.
Electronic communications to the company (sch.4)
A document or information may be provided electronically to a company only if the company has agreed, in general or in this specific circumstance, that the document or information may be provided in that form.
Information can be sent in formats that are neither hard copy nor electronic if the company agrees.
Electronic communications by the company (sch.4)
A company can provide documents or information by email or other electronic means only to a person who has agreed, in general or in specific circumstances, to receive information this way.
Deemed delivery (s.1147)
When a company sends information by post to an address in the UK and is able to show that it was properly addressed, prepaid and posted, or sends it electronically and is able to show that it was properly addressed, it is deemed to have been received by the intended recipient 48 hours after it was posted or sent electronically. In calculating the 48 hours, days which are not normal working days are not counted. So, for example, information posted or emailed at 11am Friday is deemed to have been received at 11am Tuesday, or at 11am Wednesday if the Monday is a bank holiday.
Information on a website is deemed to have been received by the intended recipient when the material first becomes available on the website, or, if later, when the recipient received (or is deemed to have received) notice of the fact that the material was available on the website.
These deemed delivery provisions do not apply where the articles of association or contracts contain different provisions.
Right to hard copy (s.1145)
A person who receives a company document or information electronically has a right to be sent hard copy on request. This must be sent within 21 days, without any additional charge being made for it.
Company information provided on a website (sch.4)
Specific rules apply to information provided via a website. The person to whom the information is being provided has to have agreed, or be deemed to have agreed, to receive information this way. A person is deemed to have agreed if:
- the articles say that information can be provided on a website, or the company members have passed a resolution allowing it generally or for specific types of information;
-
the company has asked the person individually to agree that the company may provide documents or information generally, or the specific documents or information in question, to him, her or it (in the case of a company) by means of a website;
-
the request to the person explicitly states that if the company does not receive a response within 28 days beginning with the date on which the company's request was sent, the person will be deemed to have given consent; and
-
the request was not sent to the person within 12 months of previous request relating to the same or similar documents or information; and
-
the company does not receive a response from the person within the 28 day period.
The effect of this is that if someone does not want to receive information via website, they must respond within 28 days. But if they are willing to receive information via website, they do not have to respond to the request. By not responding, they will be deemed to have agreed.
Companies whose articles do not already include provision for website communication—or where the provision is not wide enough—may wish to pass an ordinary resolution at their next AGM or general meeting to allow the company to communicate via its website with company members and others. This does not give a blanket right to communicate by website to all company members; the company can do this only if the particular member has given agreement or deemed agreement.
A resolution to provide company documents and information via a website will be, when the relevant sections of the Companies Act 2006 are in force, a resolution affecting a company's constitution. It will have to be notified to the registrar of companies and must be included with all copies of the articles that the company gives to anyone.
Information on a website must comply with accessibility criteria set out in schedule 5.
When company information is placed on the website, the company must notify the person and must provide details of how to access the information. The information must be available on the website for the period specified in the Companies Act, or if there is no such period, for 28 days beginning with the date on which the notification is sent to the person in question.
For a useful briefing from Oswalds Solicitors see www.oswalds.co.uk/oswalds.nsf/main/electronic+communication.
Fuller details about the website provisions are in the DTI's briefing at www.dti.gov.uk/files/file36201.doc.
Authentification (s.1146)
A document or information sent or supplied to a company on paper is sufficiently authenticated if it is signed by the person it is from. The company can decide what sort of confirmation of identity it requires for documents or information sent to it electronically. Where the company has not set any requirements, an electronic document is sufficiently authenticated if it contains or is accompanied by a statement of the identity of the sender, and the company has no reason to doubt the truth of that statement.
COMPANIES ACT 2006 CHANGES
For changes relating to company meetings in the Companies Act 2006, see www.sandy-a.co.uk/vslh/02incorp.htm.
|