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Standard fact sheet.
Large print fact sheet.

General meetings 

Incorporated associations 

What are general meetings? 

There are two kinds of general meetings that are usually held by associations. These are:

Annual general meetings (AGMs)

These are convened to conduct business stipulated under the Act, such as presenting the annual statement of accounts and other regular annual business including electing committee members as may be required by the association’s constitution. The Act specifies that the association’s committee must ensure that an annual general meeting is held within six months after the close of the association’s financial year.

Other general meetings

These are variously referred to as special, ordinary, or extraordinary meetings. They are any general meeting, where all members attend that is not an AGM.

These meetings are convened in accordance with the association’s constitution to deal with any other matters that may arise requiring a decision of the general membership.

Usually, the manner of calling, the quorum and procedure of a special general meeting are the same as for an annual general meeting, although the business to be conducted will be different.

The information set out below applies to both annual general meetings and special general meetings.

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How are meetings called and conducted? 

The constitution for each association is required to specify:

  • the intervals between general meetings of the association's members
  • the manner of calling general meetings
  • the quorum for general meetings
  • the procedure at general meetings
  • whether members are entitled to vote by proxy at general meetings
  • the kinds of resolution that may be voted on by means of a postal ballot, and
  • the time within and the manner in which, notices of general meetings and notices of motion are to be given, published or circulated.

If the model constitution applies, the secretary must give a notice to each member specifying the place, date and time of the meeting and the nature of the business to be transacted at the meeting. The notice must be given at least 14 days before the date fixed for the holding of the meeting.

If the nature of the business proposed to be dealt with requires a special resolution, then the notice specifying the place, date and time of the meeting and the intention to propose the special resolution must be given at least 21 days before the date fixed for the holding of the general meeting.

If the model constitution applies, the committee may convene a special general meeting whenever it thinks fit.

The Act makes provision for associations to include in their constitutions the flexibility to hold meetings (both committee meetings and general meetings) at two or more venues using any technology that gives each of the association’s members a reasonable opportunity to participate.

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Can members request a general meeting? 

The association's constitution may provide for the requisition of meetings by members.

If the constitution (adopted after 1 July 2010) does not deal with this matter, then the relevant clause in the model constitution may be deemed to be included in the association's constitution. The model constitution provides that a committee must, on the requisition in writing of at least 5% of the total number of members, convene a special general meeting of the association. The requisition of members:

  • must state the purpose or purposes of the meeting
  • must be signed by the members making the requisition
  • must be lodged with the secretary, and
  • may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

The committee must convene the special general meeting to be held within one month after the requisition is lodged with the secretary. The model constitution sets out the procedures allowing the members who made the requisition to convene a special general meeting if the committee fails to do so.

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How can a member raise a matter at a general meeting? 

The constitution for an association should set out the manner in which a notice of motion is to be given. A member who wishes to bring any business before a general meeting should give notice to the association in accordance with the association's constitution.

If the constitution (adopted after 1 July 2010) does not deal with this matter, then the relevant clause of the model constitution will apply. This clause provides that the member should provide the secretary with written notice of the matter to be raised at a general meeting. The secretary must include that matter in the next notice calling a general meeting.

Members should ensure that the notice is given to the association in sufficient time to allow the business to be included in the notice calling the next general meeting.

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What happens if a quorum is not present? 

The quorum is the number of members required to be present in order to conduct a meeting. No business is to be transacted at any meeting unless a quorum of members entitled to vote is present during the time the meeting is considering that item.

Under the model constitution, five members are required to be present in person to constitute a quorum for the transaction of business at a general meeting. These members should be entitled under the association’s constitution to vote at a general meeting.

The association's constitution should specify the procedure if a quorum is not present at a meeting. Under the model constitution, if, within half an hour of the time appointed for the general meeting, a quorum is not present:

  • if convened on the requisition of members, the meeting is to be dissolved, and
  • in any other case, the meeting is to stand adjourned to the same day and time in the following week and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members before the day to which the meeting is adjourned) at the same place. If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the members present (being at least three) will constitute a quorum.

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Who can vote at general meetings? 

The association's constitution will specify the eligibility of members in relation to voting.

The model constitution specifies that a member is not entitled to vote at any general meeting of the association unless all money due and payable by the member to the association has been paid and any member under the age of 18 years is not entitled to vote.

The constitution must specify whether proxy voting is allowed and, where appropriate, any requirements, restrictions and procedures relating to proxy voting.

The model constitution does not allow proxy voting.

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How are decisions at general meetings made? 

In general, questions for decision by an association at a general meeting are to be determined by ordinary resolution. An ordinary resolution is passed by a simple majority of members. That is it is supported by more than half of the votes cast by members of the association.

The Act requires that certain questions be determined by special resolution. Special resolutions are required to be passed by at least three-quarters of the votes cast by members of the association.

A resolution is passed by the required majority of members at a meeting if that majority of members, who being entitled under the association's constitution to do so, vote in favour of the resolution. The votes may be by postal ballot, in person at the general meeting or by proxy, if allowed under the constitution. This does not mean it is the required majority of all members. For example, if an association has 100 members entitled to vote and only 50 members attend the meeting or give a proxy, then an ordinary resolution will be passed if 26 members vote in favour of it. A special resolution would be passed if 38 members vote in favour of it.

Unless the constitution provides otherwise, a resolution put to the vote of the meeting will be decided by a show of hands. If participation in the meeting by a member does not allow for visual counting, then another form of acknowledging voting intention should be determined.

The constitution may provide that a poll may be requested by a specified number of members. A poll is a method of voting where votes are cast in writing rather than by a show of hands.

If the constitution allows, the chairperson may have a second vote at a general meeting if there is an equality of votes.

Please note that the Act allows associations to make provisions in their constitutions for conducting postal ballots and must specify the kinds of resolutions that may be voted on by means of a postal ballot.

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Is it necessary to take minutes at a general meeting? 

The minutes of meetings provide a permanent official record of the business transacted. They should form a clear and concise summary of the proceedings of the meeting. The minutes would normally include the following:

  • details of the day, date and place of the meeting and the time of commencement
  • the names of those present and details of any apologies
  • that the chair announced a quorum was present and that the meeting was duly constituted (if this announcement was made)
  • a reference to minutes of the previous general meeting and the signing of them as a correct record
  • details of every resolution put to members and whether it was passed with the requisite majority
  • details of persons voting against a motion or abstaining from voting if those persons request that this be recorded
  • details of any appointments made, persons elected to office and any leave of absence granted to a member
  • overview of discussions concerning decisions made at the meeting
  • the date and time for the next meeting, if this is determined during the meeting, and
  • the time that the meeting closed.

In accordance with the model constitution, the minutes of each meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting. If the minutes are in whole or part, in a language other than English, then a copy of the minutes wholly in the English language must be kept with the minutes. The Act prescribes significant penalties for failure to comply with this requirement.

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Are members allowed to inspect the minutes? 

The association's constitution is required to include provisions regarding inspection of books and documents of the association.

The model constitution provides that the records, books and other documents (ie. including the minutes of committee and general meetings) must be open to inspection, free of charge, by a member of the association at any reasonable hour.

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Need more information? 

Contact Registry Services
PO Box 22
Bathurst NSW 2795
Tel: 6333 1400
FreeCall: 1800 502 042


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