Legal requirements for Annual General Meetings

What do you have to include?

The Act in each state says you have to make a report to your members. Exactly what has to go into that report depends on what state you're in and the size of your group - larger groups generally have to take more trouble than smaller ones - but the basic concept is that you have to give your members an honest account of how the finances are holding up and tell them about any major initiatives.

Most not-for-profits elect their board at the AGM - but most groups don't have to; the only state Act that actually insists you do is Queensland. In every other state it's a matter for your own constitution.

We recommend, in general, that the AGM elects a slate of board members (the number will depend on your constitution), who then vote during the next board meeting on who fills which positions (chair, secretary, etc.). This arrangement is not the standard, though, and most constitutions have office bearers elected to their positions by the members at the AGM.

The Acts don't say you have to have an election at all, actually; you can pull names out of a hat, or have all board members nominated by Kylie Minogue, if that's what your constitution says.

You may also, if your constitution specifies, need to appoint an auditor.

What can you include if you want?

You may, if you want, pass special resolutions - changes to the constitution, say, or anything else that isn't ordinary business.

How much notice must you give to members?

Every state now leaves that up to the provisions of your own constitution - unless you're putting up any of those special resolutions, in which case you have to give 21 days' notice (in all states).

What kind of notice must you give?

This too depends on the provisions of your constitution.

Many organisations still think that they're obliged by law to put a notice in the newspaper. You're not, unless that's what your constitution says - and if it does, it's probably time to change it. Nobody looks at public notices any more, and email is much more efficient, cheaper too.

This also helps to prevent abuses, as in the case of the Wilderness Society. The board deliberately under-advertised its Canberra AGM in a small local newspaper. the little-read Burnie Advocate, which may have been within the rules but was nonetheless regarded as somewhat unsporting. A court later declared the meeting, and its associated elections, invalid.

Who can attend?

Any member can attend your AGM.

That sounds simple, but there are almost always difficulties, due largely to poor drafting of constitutional provisions to do with membership terms.

Does your membership clause

• say that memberships run for the financial year?
• say that memberships run for the calendar year?
• say that memberships run for a year from the date you paid your last sub?
• say nothing at all about start and finish dates?
• give grace periods for payment of back dues?

What's the quorum?

The quorum is how many people you need to be present in order for a decision to be valid. This is defined in your constitution, except in Queensland. There the quorum for a general meeting of an incorporated association is "at least the number of members elected or appointed to the association's management committee at the close of the association's last general meeting plus one".

What about proxies?

A member who is unable to attend the AGM may be able to delegate their voting power to another member or representative to vote in their absence. That person is known as a 'proxy'. Voting by proxy is allowed if stated in the constitution, otherwise not.

Who presides?

The board chair (president), or vice-chair (vice-president) usually runs the Annual General Meeting. They can make rulings on any issues of procedure that aren't covered in the constitution (or standing orders made under the constitution), which is pretty well all of them. The chair should have considerable power, and autonomy, and flexibility, and should exercise these to make the meeting flow freely.

Technology

Only NSW and Victoria have specific provisions in their Acts allowing you to benefit from the electronic revolution.

In NSW, if the association's constitution so provides, a general meeting may be held at 2 or more venues using any technology that gives each of the association's members a reasonable opportunity to participate.

In Victoria, an incorporated association may hold its general meetings, or permit members to take part in its general meetings, by using any technology that allows members to clearly and simultaneously communicate with each other participating member.

In other states, however, you can use technological aids - teleconference schemes, Skype, etc. - if your constitution says you can. If, as is probable, your constitution is silent, you can still probably get away with it (though in the long term you should probably change your constitution to place this beyond dispute).

What minutes have to be kept?

The minutes have to record every decision made, and have to include the financial statements. After the meeting, any member is entitled to consult the minutes and the attached financial reports.

Documentation

Prepare the following documents and send them out to all members and office bearers a week or two before the meeting:

• A set of accounts (balance sheet and financial statement) in the required format.
• The Annual Report, containing:
  • the accounts,
  • a summary of the year's activities,
  • a record of the year's achievements,
  • a preview of what is planned for the next year, and
  • a re-statement of the organisation's vision.

This is an opportunity to review the operations of the organisation and if you take the trouble it can be a very useful exercise. It is, furthermore, an essential marketing tool - most funders will ask for a copy, and you must catch their interest. See Board Builder, Ed1, 2014 for tips on producing your annual report.

• Election material - if someone is going to be nominated in their absence have them sign a piece of paper saying that they are willing to stand.
• The agenda of the meeting is even more straightforward than an ordinary board meeting, because an AGM shouldn't have any day-to-day business to conduct.
• The relevant minutes are the minutes from the previous AGM, not the previous board meeting. The mover and seconder don't have to have been at the previous meeting; their function is purely mechanical.

Meeting Procedure

The procedures at the AGM are basically the same as those at an ordinary board meeting. As the structure and style of meetings will differ from board to board, so will AGMs differ between organisations. Whatever their structure, the best meetings are those which flow logically, keep members engaged, elicit a range of useful ideas and information and leave members feeling they have made a valuable contribution. AGMs may include the following:

Motions

Arrange in advance for someone to move a motion

• to accept the minutes of the last AGM
• to approve the chair's report (the Annual Report)
• to approve the treasurer's report (the Financial Statement)

Nominations for office bearers

Nominations for office bearers - chair, deputy chair, secretary and treasurer - and board members must be called for from the floor. If more than one person nominates for any office, or if there are more nominations than there are board places (as stipulated in the constitution), there must be an election. Election can be through a show of hands or by secret ballot, as determined by the rules or decided by the chair.

Special procedural provisions

The only special procedural provisions at an AGM - i.e. the rules that differ from those at an ordinary board meeting - are that the quorum may be different (consult your constitution). If the position of chair is being contested, the current chair should stand down from the position during the election and be replaced by an acting chair (someone who is not standing for any position) specially elected just for the period of the election.