General meetings

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.

1. The committee must give all subscribing members at least XXX working days' written notice of any general meeting and of the business to be conducted at that general meeting.
2. That notice will be addressed to the subscribing member at the contact address notified to SCANZ and recorded in SCANZ's register of members. The general meeting and its business will not be invalidated simply because one or more members do not receive the notice of the general meeting.
3. Only subscribing members may attend, speak and vote at general meetings - What about SCA Ltd and Officers who aren't members?
   1. in person, or
   2. by a signed original written proxy (an email or copy not being acceptable) in favour of some individual entitled to be present at the meeting and received by, or handed to, the committee before the commencement of the general meeting, and
   3. no other proxy voting shall be permitted.
4. No general meeting may be held unless at least XXX eligible subscribing members attend throughout the meeting and this will constitute a quorum.
5. If, within half an hour after the time appointed for a meeting a quorum is not present, the meeting – if convened upon request of subscribing members – shall be dissolved. In any other case it shall stand adjourned to a day, time and place determined by the chairperson of SCANZ, and if at such adjourned meeting a quorum is not present those subscribing members present in person or by proxy shall be deemed to constitute a sufficient quorum.
6. A subscribing member is entitled to exercise one vote on any motion at a general meeting in person or by proxy, and voting at a general meeting shall be by voices or by show of hands or, on demand of the chairperson or of 2 or more subscribing members present, by secret ballot.
7. Unless otherwise required by this constitution, all questions shall be decided by a simple majority of those subscribing members in attendance in person or by proxy and voting at a General Meeting or voting by remote ballot.
8. Any decisions made when a quorum is not present are not valid.
9. SCANZ may pass a written resolution in lieu of a General Meeting, and a written resolution is as valid for the purposes of the Act and this constitution as if it had been passed at a General Meeting if it is approved by no less than XXX (where XXX is 75% or a greater percentage) percent of the eligible subscribing members voting on the resolution. A written resolution may consist of 1 or more documents in similar form (including letters, electronic mail, or other similar means of communication) each proposed by or on behalf of 1 or more subscribing members. A subscribing member may give their approval to a written resolution by signing the resolution or giving approval to the resolution in any other manner permitted by the constitution (for example, by electronic means).
10. General Meetings may be held at one or more venues by subscribing members present in person and/or using any real-time audio, audio and visual, or electronic communication that gives each subscribing member a reasonable opportunity to participate.
11. All general meetings shall be chaired by the chairperson. If the chairperson is absent, the vice-chairperson shall chair the meeting.
12. Any person chairing a general meeting has a deliberative and, in the event of a tied vote, a casting/no casting vote.
13. Any person chairing a general meeting may -
    1. With the consent of a simple majority of subscribing members present at any general meeting adjourn the general meeting from time to time and from place to place but no business shall be transacted at any adjourned general meeting other than the business left unfinished at the meeting from which the adjournment took place.
    2. Direct that any person not entitled to be present at the general meeting, or obstructing the business of the general meeting, or behaving in a disorderly manner, or being abusive, or failing to abide by the directions of the chairperson be removed from the general meeting, and
    3. In the absence of a quorum or in the case of emergency, adjourn the general meeting or declare it closed.
14. The committee may propose motions for SCANZ to vote on ('committee motions'), which shall be notified to subscribing members with the notice of the general meeting.
15. Any subscrbing member may request that a motion be voted on ('member's motion') at a general meeting, by giving notice to the secretary or committee at least XXX working days before that meeting. The subscribing member may also provide information in support of the motion ('member's information'). If notice of the motion is given to the secretary or committee before written notice of the general meeting is given to subscribing members, notice of the motion shall be provided to subscribing embers with the written notice of the general meeting.

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."

1. SCANZ must keep minutes of all general meetings.

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 — Not later than 6 months after the society's balance date. 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.

1. An annual general meeting shall be held once a year on a date and at a location and/or using any electronic communication determined by the committee and consistent with any requirements in the Act, and the constitution relating to the procedure to be followed at general meetings shall apply.
2. The annual general meeting must be held no later than the earlier of the following -
   1. 6 months after the balance date of SCANZ
   2. 15 months after the previous annual meeting.
3. The business of an annual general meeting shall be to -
   1. confirm the minutes of the last annual general meeting and any special general meeting(s) held since the last annual general meeting,
   2. adopt the annual report on the operations and affairs of SCANZ,
   3. adopt the committee's report on the finances of SCANZ, and the annual financial statements,
   4. set any subscriptions for the current financial year,
   5. consider any motions of which prior notice has been given to members with notice of the meeting, and
   6. consider any general business.
4. The committee must, at each annual general meeting, present the following information -
   1. an annual report on the operation and affairs of SCANZ during the most recently completed accounting period,
   2. the annual financial statements for that period, and
   3. notice of any disclosures of conflicts of interest made by officers during that period (including a summary of the matters, or types of matters, to which those disclosures relate).

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.

1. Special general meetings may be called at any time by the committee by resolution.
2. The committee must call a special general meeting if it receives a written request signed by at least XXX percent of subscribing members.
3. If more than 50 percent 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.
4. Any resolution or written request must state the business that the special general meeting is to deal with.
5. The rules in this constitution relating to the procedure to be followed at general meetings shall apply to a special general meeting, and a special general meeting shall only consider and deal with the business specified in the committee's resolution or the written request by subscribing members for the meeting.