Annual general meeting

The annual general meeting (AGM) holds an association accountable to its members and is important to maintaining good governance .

An association’s first AGM must be held within 18 months of becoming incorporated. Associations must then hold an AGM once in every calendar year within six months after the end of its financial year, which is defined in its rules.

If the association is unable to hold its AGM within the timeframe, the Commissioner can approve an extension to hold the AGM outside of the six month period, but only if the request is made before that period expires. An application for an extension of time to hold the AGM can be lodged using Associations Online.

Notice of an AGM should be sent to all members, irrespective of voting rights, and in accordance with the association's rules. Some associations invite guests or allow the public to attend as a way of self-promotion and to encourage new members to join.

The business of the AGM often includes the president and/or treasurer reporting to members on the past years progress.  Also, the management committee and office bearers are often appointed at the AGM. The rules of association must set out the procedure to be followed at the AGM.

The Act requires annual financial statements or reports to be presented to members at each AGM (for further information see Members' rights to the financial accounts). Tier 2 and 3 associations are also required to present the reviewer or auditor’s report (see Accounts and auditing for information about requirements for different associations)

If the association's chairperson is standing for re-election, he or she will usually step aside as chair of the meeting and arrange for another officer to chair that section of the meeting and conduct the election.

Special (or extraordinary) general meetings

A general meeting of members other than an AGM is often referred to as a special general meeting. These meetings are held so the whole membership can deal with specific motions or business. For example, to change the rules of the association.

The rules of association set out the grounds for calling a special meeting being called (eg by petition of a certain percentage of the membership) and the notice period and procedures required.

Management committee meetings

Management committees will need to hold regular meetings in order to manage the affairs of the association. General meeting procedures apply to committee meetings.

General meetings directed by the Commissioner

In rare circumstances, the Commissioner for Consumer Protection has the power to direct an association to hold a general meeting. This action would only be considered in circumstances where the matter is affecting the proper conduct of the association’s affairs and the members cannot otherwise resolve the issue. Such powers would not be exercised to resolve private member disputes. See Resolving complaints and disputes for options to resolve individual matters.

General requirements for a meeting

All formal meetings must be properly convened in accordance with the association’s rules. All members must be notified of:

1. the type of meeting being held;
2. the place, date and time of the meeting; and
3. the business to be considered at the meeting, including the full text of all motions or resolutions that will be put to members at the meeting.

Before the meeting commences, it is important to confirm there is a quorum present and that it is maintained during the meeting.  A valid motion cannot be passed unless a quorum is achieved.

If there is a quorum, then all voting and passing of resolutions must be carried out in accordance with the rules and recorded accurately in the minutes.

Notice and agenda of meeting

The notice of meeting informs the members when and where the meeting will be. The agenda informs the members what is to be discussed and done at the meeting so that the members can decide:

• if they want to attend the meeting; and
• if they do not plan to attend in person, how to cast their proxy or postal vote (if allowed by the rules).

The agenda commonly forms part of the notice or is attached to it so members receive all the necessary details at once. Any reports should be sent out in advance to allow people time to read the documents and where proxy or postal voting is allowed, it is suggested that the relevant forms or voting slips also be sent at this time.

The time and manner for giving notice of a meeting is set out in the rules of the association, and must be strictly adhered to. Inadequate notice may invalidate a meeting. All members who are entitled to attend a meeting must be given proper notice in accordance with the rules.

A typical agenda briefly sets out what matters will be covered and in what order. If members are notified of the business to be conducted at the meeting, then the meeting must be confined to dealing with those particular matters. Any new agenda items raised during a meeting should be put on the agenda for the next meeting. This allows members time to consider matters properly and avoids disadvantaging members who are not in attendance at the meeting and therefore unaware the new business.

The role of the meeting chairperson

A proper meeting must have a chairperson to chair the proceedings. The chairperson is required to control the meeting procedures and has the task of:

• ensuring proper notice was given and an agenda provided;
• checking (and usually signing) the minutes of previous meetings;
• ensuring the meeting gets through its business in the allocated time. This may involve limiting the time members get to speak;
• dealing with the order of business;
• keeping order and facilitating discussion;
• ensuring everyone has an opportunity to speak. People who tend to dominate should be managed so quieter members can also share their views.
• receiving motions, putting them to the vote and declaring the result;
• making sure decisions are reached on issues discussed and that everyone understands what the decisions are; and
• declaring the meeting closed.

The chairperson may choose not to vote on a motion despite being entitled to do so as a member. The rules may provide that the chairperson has an additional ‘casting’ vote if there is a tie in the vote.

Quorum

A quorum is the minimum number of people required for the meeting to be valid. The Act requires that a quorum be stated in the rules of the association for both general meetings and committee meetings. The quorum may be set as a percentage of the membership rather than a fixed number, to allow for changing membership numbers.

If a quorum is not present, the association will need to consider its options to reconvene the meeting on another date (the rules may set out this process).

Motions and resolutions

A motion is a proposal that is put before a meeting for discussion and a decision. If a motion is passed it becomes a resolution. Resolutions are binding and should be recorded in the minutes of the meeting.

An association’s rules will outline how motions should be dealt with. It is best practice for motions to be placed on the agenda so members have adequate time to consider them before the meeting.

Putting forward and voting on a motion

Associations should be guided by the procedures in the rules but proposing and passing a motion will generally involve the following steps:

• a member puts forward a clear and concise proposal for a decision or action to the meeting via the chairperson. This is called a motion.
• a second person agrees to 'second' the motion so it can be put before the meeting for consideration. A motion that is not seconded will lapse.
• there is an opportunity for members to discuss and speak for or against the motion.
• the motion is read aloud and voted on.
• if the motion is passed, it becomes a resolution. A resolution passed by a simple majority of votes (more than half of the members who cast a vote) is known as an ordinary resolution.
• the resolution is formally documented in the minutes along with the name of mover and seconder.

Resolutions become binding on the association as long as the people making the decision have the authority to pass them. It is a good idea to always follow up a resolution with a clear understanding of how the resolution will be implemented, by whom and when.

Amending a motion or resolution

The mover with the agreement of the meeting can usually amend a motion. Alternatively, someone may move an amendment to the original motion, which if successful creates a second motion.

Motions to amend motions can create confusing discussion if everyone is not clear on exactly which motion is being debated  and it is important the chairperson keeps proceedings as simple as possible. If a motion does not fully express the view of the meeting, it may be easier to simply vote on it and let it be defeated.

Resolutions can be withdrawn or cancelled at the same meeting by using the same procedure that applies for moving and adopting a resolution.

Special resolutions

There are a number of occasions when the Act requires more than a simple majority vote to pass a resolution. These special resolutions need a majority of 75% to be passed and are required to:

• amend the rules or change the name or objects of the association;
• apply for voluntary cancellation; and
• amalgamate with another association.

A special resolution is passed by 75% of the members who are eligible to vote and actually do so in person (or by proxy or postal vote) at the meeting. It does not mean 75% of the total membership of the association. The requirements for passing a valid special resolution are discussed in detail in Altering the Rules.

As a motion proposing a special resolution is subject to specific notice requirements it cannot be amended at the meeting. A major change would potentially disadvantage those members not present at the meeting who may have made their decision not to attend on the basis of the advertised motion. As new motions or amendments cannot be taken from the floor, it may be necessary to provide notice of 2-3 different motions so that if one fails another may be looked at. This gives people time to consider alternative motions. If a motion is not moved it lapses.

Voting methods

When a meeting wants to decide on a matter, it does so by voting. The rules will outline the voting rights of members and the voting methods to be used. Common voting methods include:

• show of hands: members vote by raising their hand when asked if they are in favour or against the motion and a count is taken.
• voice vote: a simple method by which members indicate their vote by saying 'yes' or 'no' . The decision is based on the volume of sound and there is no clear count of those in favour and against the motion;
• rising method: similar to show of hands but members exercise their vote by standing up;
• Ballot: members cast their vote in writing. This is generally used for the election of committee members and important matters where secrecy or confidentiality is required. Once the vote has been taken the chairperson or returning officer (an independent person) collects and counts the papers.
• proxy and/or postal votes: the rules of association must make provision for these forms of voting to be used. A proxy vote is where someone else votes on behalf of another member who is unable to attend the meeting;
• chairperson's casting vote: if the votes are equal or tied the chairperson may exercise a second or casting vote to decide on a motion (if the rules provide for this). Although the chairperson may use the vote to decide either for or against a motion, it is usual for the vote to be cast against the motion.

Proxy and postal voting

Proxy and postal voting can only be used if these forms of voting are specifically provided for in the association’s rules.

Association’s should carefully consider whether to include these voting methods in the rules. These are convenient methods of voting for members who cannot attend general meetings, for example where members live all over the State making attending meetings on even an irregular basis problematic.  However their decisions are based solely on the material circulated in advance rather than arguments put forward in the debate at the meeting. These voting methods also involve additional work to implement.

If proxy votes are allowed, a written proxy form must be completed giving the proxy authority to vote either as the proxy sees fit or only in a certain way.

Proxy forms are usually sent out with the notice of meeting and agenda papers and returned to the association well before the start of the meeting. This ensures their legitimacy for inclusion in the voting process during the course of the meeting.

Postal voting is where a member casts their own vote, rather than relying on a proxy. The vote must generally be directed to one or more specific resolutions such as the election of committee members and office bearers. Postal voting allows more members to cast their vote than might be the case if the vote were restricted to only those who attend the meeting and extends the democratic process to as many members as possible.

The postal vote must clearly show the voter’s intent, so using a formal ballot paper may be helpful. It is important to set a deadline for when these votes must be received. Associations should also consider safeguards to prevent a person casting multiple votes.

Points of order

In general someone speaking about a motion should not be interrupted unless:

• there is a procedural motion passed to stop debate,
• the chairperson interrupts in the interest of orderly conduct or
• there is a point of order.

A person may challenge a speaker’s right to continue by raising a point of order. It may be that:

• the speaker is addressing issues outside the subject matter of the motion;
• fair rules of debate are not being followed;
• time limits have been reached;
• a quorum is not present; or
• the language is offensive or abusive.

The original debate is suspended while the chairperson listens to the reasons why the point of order has been raised and may invite discussion about the issue. It is the task of the chairperson to rule on the point of order and their decision is final.

Although not a general requirement under the Act, it is essential to keep accurate minutes of all association meetings. Minutes provide a record of what transpires at a meeting including who attended, the decisions made and resolutions passed.

It is important to ensure that someone is nominated to take the minutes and this is often the Secretary’s responsibility. Attendances and apologies should be noted as a record that there was a quorum present at a meeting. This is usually done at the beginning of a meeting, although if people leave early or arrive late it is a good idea to also keep a note of this.

The level of detail recorded in the minutes will vary between associations; some like to keep detailed minutes showing the main points discussed before a decision is made. Alternatively the minutes may only record the decisions and actions of the meeting.

The minutes should be presented for approval at the next meeting of a similar kind. Members should be given the opportunity to propose corrections to the minutes or request additional details of what occurred be recorded. Minutes should only be approved on the basis that they are a correct record of the meeting. It is good practice to have an office-bearer sign that the minutes are the approved minutes of the meeting.  When storing the minutes it can be useful to attach copies of any correspondence or other documents tabled at the meeting, attendance sheets and a copy of the notice.

The Act requires an association to make provision for the following matters, related to meetings, in its rules:

• the quorum and procedure at meetings of the committee.
• the making and keeping records of the proceedings at committee meetings of the.
• the quorum and procedure at general meetings.
• the notification of members or classes of members of general meetings and their rights to attend and vote at meetings
• the time and manner in which notices of meetings and notices of motion are to be given
• the number of members expressed as a percentage of the membership (not exceeding 20%) who may require a general meeting to be convened.
• the intervals between general meetings and the manner of calling general meetings.

If any of these matters are missing from the rules then the relevant clause of the prescribed model rules is deemed to apply to the association until action is taken to correct the rules. Refer to Consumer Protection’s website for more information.