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 required under the Associations Incorporation Act 2009 (the Act). This includes presenting the annual financial statements and other regular annual business, including electing committee members as may be required by the association's constitution. An association's committee must ensure that an annual general meeting is held within 6 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.

The manner of calling, the quorum (ie. the minimum number of members required to be present)  and the procedure of a special general meeting are usually the same as for an annual general meeting, although the business to be conducted will be different.

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

How are meetings called and conducted?

The constitution for each association must specify:

  • the intervals between general meetings of the association's members
  • how a general meeting is called
  • 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 a postal or electronic 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, members must be given at least 14 days' notice of a general meeting 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 proposed, the notice must also set out terms of the resolution and a statement that it is intended to be passed as a special resolution.

Associations can include in their constitutions the flexibility to hold meetings (both committee meetings and general meetings) at 2 or more venues using any technology that gives each of the members a reasonable opportunity to participate.

Can members request a general meeting?

The association's constitution may provide for members to make a request for a special general meeting to be held.

If the Model constitution applies, a committee must, on the written request (can be in electronic form) of at least 5% of the total number of members, convene a special general meeting of the association. The request for the meeting:

  • must state the purpose or purposes of the meeting
  • must be signed by the members making the request
  • 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 request.

The Model constitution sets out the procedures allowing the members who made the request to hold a special general meeting if the committee fails to do so.

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 constitution.

If the constitution does not deal with this matter, the relevant clause of the Model constitution will apply. This clause provides that the member give the secretary 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 with sufficient time for the business to be included in the notice calling the next general meeting.

What happens if a quorum is not present?

The quorum is the minimum 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 when the item is being considered at the meeting.

Under the Model constitution 5 members that are entitled to vote at a general meeting, are required to be present in person to constitute a quorum for the transaction of business 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 a quorum is not present within half an hour of the time appointed for the general meeting:

  • the meeting is to be dissolved if convened on the request of members, and
  • in any other case, the meeting is to stand adjourned to the same day and time in the following week and at the same place. This may be varied if 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. 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 3) will constitute a quorum.

Who can vote at general meetings?

The association's constitution is required to specify the eligibility of members to vote.

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. In addition, 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.

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. This means it is supported by more than half of the valid votes cast by members of the association.

Certain questions are to 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.

The votes may be by postal or electronic ballot, in person at the general meeting or by proxy, if allowed under the constitution. 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.

Where proxy voting is permitted, the constitution will usually 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 and it is the mechanism by which proxy votes can be counted.

If the constitution allows, the chairperson may have a second vote at a general meeting if the votes are equal.

An association's constitution is required to specify the kinds of resolutions that may be voted on by means of a postal or electronic ballot.

Is it necessary to take minutes at a general meeting?

An association must keep minutes of the proceedings 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
  • the time the meeting started
  • 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
  • an overview of discussions on decisions made
  • the date and time for the next meeting (if this is determined during the meeting), and
  • the time that the meeting ended.

The minutes of each meeting should be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting. Under the Model Constitution, the chairperson can sign the minutes electronically.

Minutes of meetings must be kept in written or electronic form. If records and minutes are kept in electronic form, they must be able to be converted into hard copy. If a person is entitled to inspect the records, a hard copy of the record must be made available within a reasonable time.

If any part of the minutes is in a language other than English, a copy of the minutes in the English language must be kept with the minutes. The Act prescribes penalties for failure to comply with this requirement.

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.

Need more information?

Registry Services

PO Box 22
Bathurst NSW 2795
Tel: 02 6333 1400
Free Call: 1800 502 042

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