Talk:General meetings

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Procedures for all general meetings (mandatory section)

The Act requires a society's constitution to set out the procedures for calling and holding general meetings. This includes:

  • the intervals between annual general meetings,
  • the information that must be presented at general meetings,
  • when minutes are required to be kept,
  • the manner of calling general meetings,
  • how much notice will be given to members,
  • the information to be given to members at a general meeting, and
  • the quorum and procedures (including voting procedures).

Some other points of note:

  • A meeting without a quorum (the minimum number of members required to be present during a meeting) cannot legally make decisions, so you should specify the minimum number of members required to form a quorum in the constitution. If it is not spelt out, the quorum will be deemed to be a majority (more than half) of the society's members.
  • A member represented by a proxy is not included when counting the number required to form a quorum, unless the constitution specifically states that proxies are included when calculating whether a quorum is present.

You can choose to include under this rule —

  • a provision intended to make it easier for societies with members in remote locations to involve themselves in general meetings,
  • a provision stating who should chair a general meeting in different circumstances, and
  • a provision setting out useful powers for the chairperson of a general meeting to have.

The last 2 options distinguish between a 'committee motion' and a 'member's motion', with potentially different notice periods for each.

Minutes (mandatory section)

The Act specifically requires societies to keep minutes of annual general meetings, but minutes of all General Meetings should be kept.

It should also be noted that a society is required by the Act to provide on a member's written request "the minutes of the most recent general meeting of the society."

Annual general meetings (mandatory section)

The Act requires that each society's constitution specifies the intervals between annual general meetings.

The Act also sets out, amongst other things, when an Annual General Meeting must be held and the information to be presented at the Annual General Meeting.

An Annual General Meeting shall be held —

  1. Not later than 6 months after the society's balance date.
  2. Not later than 15 months after the society's previous annual general meeting.

Note — The first Annual General Meeting does not have to be held in the calendar year of the society's incorporation, but it must be held within 18 months after its incorporation.

The Act sets out what information a society's committee must present at an Annual General Meeting. We have included those mandatory items of business in this rule.

If a society also wants to include any requirement that the Annual General Meeting should approve annual financial statements which have been reviewed and/or audited the constitution should include the requirement for such a review and/or audit.

The other listed items of business for an Annual General Meeting are commonly included in a society's constitution, including, for example, confirming the minutes of any Special General Meetings that have been held during the year.

Special general meetings (mandatory section)

There are other rules in this constitution that cover the procedures for all general meetings, and those applying to Special General Meetings.

This rule describes the circumstances where the society may, or must, call a Special General Meeting.

Note that if more than 50 per cent of the committee are unable to vote on a particular issue because they have an interest in it, the committee must call a Special General Meeting to determine the matter.