Annual general meetings

When must an annual general meeting (AGM) be held?

An association's committee must ensure that an annual general meeting (AGM) is held within 6 months after the association's financial year-end. An association's constitution must specify its financial year.

For new associations, the first AGM must be held within 18 months from the date of incorporation.

If an association fails to hold an AGM or to submit financial statements to members at the AGM, then each member of the committee of the association will be guilty of an offence and liable to a penalty.

How is an AGM called?

An association’s constitution must specify the manner of calling an AGM and the manner in which notice of the AGM is to be given. The notice convening the meeting should specify that the meeting is the AGM.

If the Model constitution applies, members must be given at least 14 days’ notice of an AGM, or 21 days’ notice if a special resolution is to be proposed. The notice of meeting must specify:

  • the place, date and time of the meeting
  • the nature of the business to be transacted at the meeting, and
  • if a special resolution is to be proposed, the notice must set out terms of the resolution and a statement to the effect the resolution is intended to be passed as a special resolution.

For convenience, the notice of meeting and notice of any special resolution can be sent to members at the same time and in the same document, provided it is sent not less than 21 days before the AGM.

If the association's constitution allows, the AGM may be held at 2 or more venues using any technology that gives each of the association’s members a reasonable opportunity to participate.

What business is conducted at an AGM?

The business of an AGM is normally to:

  • confirm the minutes of the last AGM and of any special general meeting held since that meeting
  • receive from the committee, reports on the activities of the association during the last financial year
  • elect or appoint office bearers and ordinary members of the committee (as determined by the association’s constitution)
  • receive the association's financial statements or reports (this must be done at the AGM), and
  • conduct any other business of which notice has been given to the members.

What financial statements or reports are to be submitted to the AGM?

Tier 1 associations

Tier 1 (large) associations have total revenue of more than $250,000 or current assets of more than $500,000.

At each AGM of a Tier 1 association, the committee must submit the association’s financial statements for the previous financial year, together with the auditor's report for those statements, to the meeting.

Go to the Tier 1 associations financial reporting page for information on the financial statements and the auditor’s report.

Tier 2 associations

Tier 2 (small) associations have total revenue of less than $250,000 and current assets less than $500,000.

At each AGM of a Tier 2 association, the committee must submit the association's financial statements for the previous financial year to the meeting. The financial statements must give a true and fair view of the association's affairs.

Go to the Tier 2 associations financial reporting page for information on financial statements.

What must be lodged with Fair Trading after the AGM?

Tier 1 associations

Within 1 month after the AGM, or no later than 7 months after the end of the financial year, the association must lodge the following documents with Fair Trading:

  • an Annual summary of financial affairs (form A12 – T1) for the financial year
  • the audited financial statements for the association and any trusts it administers
  • a signed and dated auditor’s report
  • a copy of the terms of any resolution passed at the AGM that relates to the financial statements and auditor’s report
  • payment of the prescribed lodgement fee, and late fee if applicable.

Tier 2 associations

Within 1 month after the AGM, or no later than 7 months after the end of the financial year, the association must lodge the following with Fair Trading:

  • an Annual summary of financial affairs (form A12 – T2)
  • payment of the prescribed lodgement fee, and late fee if applicable.

Importantly, failure to properly lodge the annual summary means an association will be guilty of an offence and liable to penalty. The statement will not be taken as lodged if the relevant fee has not been paid.

Registered charities

From 1 October 2018, most incorporated associations that are also registered with the Australian Charities and Not-for-profits Commission (ACNC) will only need to submit annual financial reports to the ACNC. The ACNC will share the information with NSW Fair Trading. However, if an Annual summary of financial affairs is outstanding, it must still be lodged with Fair Trading.

More information is available on the Reporting changes for associations registered as charities with ACNC page.

Need more information?

Registry Services

PO Box 22
Bathurst NSW 2795
Tel: 02 6333 1400
FreeCall: 1800 502 042
Email: registryinquiries@finance.nsw.gov.au

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