There are three main types of meetings usually held by associations. These are:
- Annual general meetings (AGMs)
- Other general meetings
- Management committee meetings
For information on committee meetings visit the Management committee meetings webpage.
The constitution for each association must specify:
- the intervals between general meetings
- how a general meeting is called
- the quorum for general meetings
- the procedure at general meetings
- voting entitlements and if members are entitled to vote by proxy at general meetings
- 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 association’s constitution allows, meetings may be held at 2 or more venues using any technology that gives each member of the association a reasonable opportunity to participate.
IMPORTANT: In the current COVID-19 circumstances, associations no longer have to apply for extensions of time to hold their 2020 annual general meetings or submit annual summaries of financial affairs. Associations may conduct their AGM when restrictions are lifted or present 2020 financial information to members at the 2021 AGM.
Until 26 September 2020, associations may conduct committee meetings and general meetings using technology and pass ordinary and special resolutions by either postal or electronic ballot even if this isn’t stipulated in their constitutions. Members must still have an opportunity to participate in meetings using technology.
Annual general meetings (AGMs)
An association’s committee must ensure that an annual general meeting is held within 6 months after the association’s financial year end. An association’s constitution must specify its financial year.
New associations must hold its first AGM within 18 months from the date of incorporation.
Calling and purpose of an AGM
An association’s constitution must specify the manner of calling an AGM and the manner in which notice of the AGM is given.
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 statutory purpose of the AGM is the submission of the association’s financial statements (and if required the auditor’s report) to the meeting.
If the Model constitution applies the business of the AGM is to:
- confirm the minutes of the last AGM and of any special general meeting held since that meeting
- receive committee reports on activities of the association during the previous financial year
- elect or appoint office bearers and ordinary committee members
- receive and consider the association’s financial statements or reports required to be submitted to members under the Act
In addition the AGM should conduct any other business of which notice has been given to the members.
The requirements for the preparation of financial statements or reports to be submitted to the AGM and the documents to be lodged with Fair Trading after the AGM depends on whether the association is classified as Tier 1 (large) or Tier 2 (small). For more information visit the Financial reporting requirements pages.
Extension of time
An association should apply for an extension of time if it cannot hold its annual general meeting within 6 months after the end of its financial year. This is done by lodging an Application for extension of time for holding annual general meeting or lodging an annual summary of financial affairs (form A11).
Other general meetings
These may be referred to as special, ordinary, or extraordinary meetings. These general meetings are convened in accordance with the association's constitution and are held to deal with any matters that should not wait until the next AGM.
Notice of general meetings
The manner of calling the meeting and the procedure followed are usually the same as for an AGM, although the business to be conducted will be different.
The notice of a general meeting must specify:
- that the meeting is the AGM (if appropriate)
- 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 the terms of the resolution and a statement that it is intended to be passed as a special resolution.
Can members request a general meeting?
The association's constitution may provide for members to request a special general meeting be held. The constitution should also set out the procedures to be followed by members if the committee fails to convene a special general meeting as requested.
How can a member raise a matter at an AGM or other general meeting?
A member who wishes to bring any business before a general meeting (including an AGM) should give notice to the association in accordance with the procedure set out in the association’s constitution.
Members should ensure that the notice is given to the association as required by the association’s constitution and with sufficient time for the business to be included in the notice calling the next general meeting.
Where the Model constitution applies a member may give the secretary written notice of a matter to be raised at a general meeting. The secretary must include that matter in the next notice calling a general meeting.
What is a quorum?
The quorum is the minimum number of members required to be present in order for a meeting to proceed. 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.
The association’s constitution should specify the required quorum to conduct a meeting and also the procedure to be followed if a quorum is not present at a meeting.
Who can vote at general meetings?
The association's constitution is required to specify the eligibility of members to vote.
How are decisions made?
Votes will be cast in person at a general meeting or may be by proxy, if proxy voting is allowed under the constitution.
Most questions for decision by an association at a general meeting are determined by ordinary resolution. An ordinary resolution is passed by a simple majority of the valid votes cast at the meeting.
Certain questions are to be determined by special resolution. Special resolutions are required to be passed by at least three-quarters majority of the valid votes cast at the meeting. For more information on special resolutions visit the Resolutions page.
For example, if an association has 100 members entitled to vote and only 50 of those 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.
What is a proxy?
A proxy is a person authorised to vote on behalf of another person.
The constitution must state if members are entitled to vote by proxy at a general meeting. The constitution should also set out any requirements, restrictions and procedures to be followed, including any requirements regarding the form to be used.
Generally proxy votes should only be used with a poll as this allows all proxies to be counted.
What is a poll?
A poll is a method of voting on a motion where votes are cast in writing. The association’s constitution should set out the procedures for requiring and conducting a poll.
Is it necessary to take minutes at a general meeting?
An association is required to keep minutes of a general meeting. The minutes should provide a clear and concise summary of the proceedings and will be a permanent official record of the business transacted.
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.
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.
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.
Post ballots or electronic ballots
If a constitution permits, certain resolutions may be put to members in a postal ballot or an electronic ballot instead of a meeting. For more information visit the Postal ballot or electronic ballot webpage.
Need more information?
Tel: 02 6333 1400 or Free Call: 1800 502 042
PO Box 22
Bathurst NSW 2795