What is a resolution?

A resolution is a formal decision passed by the association in accordance with its constitution, usually made at a general meeting or in a postal ballot or an electronic ballot.

There are two types of resolutions, ordinary and special.

An ordinary resolution is passed if more than half of the formal votes cast support it. Most decisions at a general meeting are made by ordinary resolution.

A special resolution is passed if at least three-quarters of the votes cast support it.

Special resolutions

When is a special resolution required?

A special resolution is required for:

  • changing the association's name
  • changing the association's objects
  • changing the association's constitution
  • applying for registration by an unincorporated group
  • amalgamating with another registered association
  • an existing corporation seeking to register as an association
  • an existing registered association applying to transfer incorporation
  • voluntarily winding up or cancelling the registered association and distributing property.

The association's constitution may indicate other situations that require a special resolution.

An application to register a change of name, objects or constitution must be lodged with NSW Fair Trading within 28 days of the special resolution being passed.

For more information on changing an association’s name read the Naming your incorporated association webpage.

For more information on changing an association’s constitution read the About the constitution webpage.

How is a special resolution passed?

A special resolution may be passed:

  • at a general meeting of the association
  • in a postal ballot or an electronic ballot (if permitted by the association’s constitution)
  • in another manner as directed by NSW Fair Trading.

Members must be given at least 21 days’ notice of the proposed special resolution, which sets out details of the meeting, postal ballot or electronic ballot in which the special resolution is to be put to members. The notice must also:

  • state the intention to propose the resolution as a special resolution; and
  • set out the proposed resolution in full.

A special resolution will be passed if:

  • the conditions imposed by Fair Trading, if any, are met
  • a quorum* of members required by the constitution is present, if the special resolution is put to members at a meeting, and
  • it is supported by at least three-quarters of the valid votes cast in person or by proxy, if proxy votes are allowed by the constitution.

The results of the vote can be announced by the chairperson of the meeting and entered into the minute book of the association.

If a postal ballot or an electronic ballot has been used, members must be notified of the results as soon as practicable. For information on how to conduct a special resolution through a postal ballot or electronic ballot, visit the Postal or electronic ballot page.

*A quorum is the minimum number of members who are required for the meeting to proceed.

Who can vote?

An association's constitution must specify who is eligible to vote.

What is a poll?

A poll is a method of voting on a motion where votes are cast in writing. This allows proxy votes to be counted.

The association's constitution should set out the procedure for demanding and conducting a poll.

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 of the proxies to be counted.

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