Powers Granted in Crisis, Kept in Silence: The Case for a Sunset Review of Emergency Governance

When the first lockdown was declared in March 2020, professional associations across the United Kingdom faced an immediate constitutional problem. Their governing documents — many drafted decades earlier — assumed meetings would be held in rooms, votes would be counted by hand, and trustees would attend in person. Within weeks, most bodies did what pragmatic organisations do: they passed extraordinary provisions to keep the machinery turning.

Few of those provisions have been formally withdrawn.

What Was Granted, and When

The emergency measures adopted by UK professional bodies between 2020 and 2021 fell into a broadly consistent pattern. Quorum requirements for general meetings were reduced, sometimes by half, to ensure business could be transacted even if attendance collapsed. Remote and electronic voting, previously prohibited or restricted, was permitted wholesale. Deadlines for filing accounts and holding elections were extended. Some bodies broadened trustee indemnity provisions to cover decisions taken under urgency, and several granted their councils or boards sweeping authority to 'make arrangements as necessary' without a member vote.

Much of this was mirrored in legislation — the Corporate Insolvency and Governance Act 2020, and later the Companies and Friendly and Industrial and Provident Societies legislation permitting virtual meetings — which gave associations legal cover. But statute permitted these measures; it did not require them to persist. When Parliament's temporary provisions lapsed or were wound down, many associations simply carried on.

The Quiet Normalisation of Emergency Powers

There is nothing inherently improper about any single measure. Remote voting has, on balance, widened participation; hybrid AGMs have allowed members posted to Singapore or Sydney to take part for the first time. The difficulty is one of process, not principle: powers adopted under urgency, without full debate, have become embedded by usage rather than by deliberate decision.

The consequences are subtle but real. A reduced quorum that once existed to prevent a failed meeting now makes it easier for a small, committed group to pass resolutions a broader membership might contest. Broadened trustee indemnity provisions, drafted when 'urgency' meant a pandemic, now shield decisions taken in ordinary conditions. Catch-all clauses allowing councils to make 'necessary arrangements' have been invoked for everything from relocating head offices to restructuring subscription bands.

Member oversight depends on friction — the requirement to persuade, to assemble majorities, to face the room. Emergency powers, however well-intentioned, quietly reduce that friction. And because they were adopted during a period when scrutiny itself was suspended, few members can point to the meeting at which they agreed to them.

Why Sunset Provisions Matter

Well-run organisations embed expiry dates in emergency provisions from the outset: the power lapses unless positively renewed. It is a discipline borrowed from emergency services legislation and from the Treasury's own approach to exceptional fiscal measures. Where an association's constitution is silent on sunset, the next best mechanism is a scheduled review — a formal item at a general meeting at which each emergency provision is either reaffirmed, amended, or rescinded.

Reaffirmation is a perfectly respectable outcome. The point is not to strip associations of useful tools but to ensure those tools rest on a deliberate, recorded decision of the membership rather than on inertia.

A Checklist for Members Seeking a Sunset Review

Members who wish to raise this at their next AGM — or, where the rules permit, to requisition a resolution — may find the following framework useful.

1. Obtain the current governing documents. Request the articles, by-laws, and any standing orders, along with all amendments passed between January 2020 and December 2021. Many associations publish these on a governance page; if not, members generally have a right to inspect them.

2. Compile a schedule of emergency provisions. For each, note what the rule was before 2020, what changed, under what authority it changed, and whether any expiry or review date was attached.

3. Identify which provisions are statutory and which are internal. Some relaxations — such as the statutory right to hold virtual meetings for certain entity types — exist independently of your constitution. Others are purely internal and fully within the membership's gift to reverse.

4. Ask for the decision trail. Submit a written question in advance of the AGM: on what date, and by what majority, did the membership authorise each provision to continue? A body that cannot answer has, in effect, conceded the point.

5. Table a sunset resolution. The simplest form: 'That the Council shall present to the next Annual General Meeting a report reviewing all governance provisions adopted on an emergency basis since March 2020, setting out for each whether it is recommended for retention, amendment, or repeal, with the reasoning stated.' This requires no constitutional amendment and imposes only a reporting duty — but it forces the conversation.

6. Check the requisition thresholds. If the AGM agenda is controlled by the council, most governing documents allow a defined percentage of members (commonly 5%) to require an item of business. The request must usually be in writing and circulated within a set period before the meeting.

Anticipating the Objections

Councils will offer three predictable responses. First, that a review is unnecessary because nothing has been misused. This mistakes the purpose: sunset reviews are preventive, not punitive, and the absence of misuse is an argument for conducting one cheaply, not for skipping it.

Second, that a review would be burdensome. It need not be. A single schedule, prepared by the company secretary or governance committee, suffices for most bodies of moderate size.

Third, that remote participation in particular should not be jeopardised. It need not be. A review can distinguish between measures worth retaining permanently — and which should then be properly adopted through a constitutional amendment, debated and voted — and those that should lapse.

From Exception to Entrenchment

The Covid era tested the governance of every membership body in Britain, and most passed the immediate test: they kept operating, kept members informed, and kept their obligations met under difficult conditions. The longer test is whether they can now distinguish between what they did because they had to, and what they wish to keep because they chose to.

Members who ask that question are not being difficult. They are doing precisely what membership organisations exist to enable. A sunset review at the next AGM costs an afternoon and yields something invaluable: a governing document that reflects the will of the membership, dated and demonstrated, rather than the residue of an emergency everyone has forgotten to end.