The purpose of your incorporated association and the nature and amount of business it conducts will determine how frequently meetings should be held and who should attend. Your incorporated association is required to meet at least once a year (AGM) and the management committee must meet at least once in every four months (management committee meetings).
Management committee meetings
The management committee should meet as often as necessary to properly manage the affairs of the incorporated association, but it must meet at least once every four months. Management committee meetings must be held according to the rules, at a place and time the committee determines. Additional meetings of the management committee may be convened by any member of the committee.
Notice of a management committee meeting is to be given in the way determined by the committee. In the case of a special management committee meeting, under the model rules 14 days notice must be given. This may be shortened if there is unanimous agreement from the members of the committee before the time appointed for the meeting.
For a committee meeting to take place, a quorum must be present. The rules of your incorporated association should specify the number of committee members that constitutes a quorum. Under the model rules, a simple majority of committee members comprise a quorum for a committee meeting.
The format of the meeting is at the discretion of your incorporated association, however the President is required to chair any committee meeting they attend. If the President cannot attend, any other member can be nominated to chair.
Minutes must be kept of all management committee meetings.
General meetings can be held at any time and the frequency will depend on the activities of your incorporated association. General meetings can be called at any time in accordance with the rules.
The model rules allow the Secretary to call a general meeting by giving each member notice of the meeting in accordance with the rules. The Secretary may also call a general meeting after:
- being directed to call the meeting by the management committee
- being given a written request signed by at least a third of management committee members
- being given a written request signed by twice as many ordinary members as the number of members on the management committee, plus one.
The rules of your incorporated association should specify:
- the manner of calling general meetings
- the quorum for general meetings
- the procedure at general meetings
- whether members are entitled to vote by proxy at general meetings and by what method
- the time and the manner in which notices of general meetings are to be given
- the time and the manner in which notices of motions are to be given, published or circulated.
For a general meeting to take place, a quorum must be present. A quorum for a general meeting of an incorporated association is at least the number of management committee members, plus one. However, if all members of your incorporated association are members of the management committee, a quorum is the total number of members, less one.
No business is to be transacted at any meeting unless a quorum is present. The rules of your incorporated association should specify the procedure if a quorum is not present at a meeting.
The format of your incorporated association´s general meetings will vary depending on the type of business that needs to be addressed.
Minutes must be kept of all general meetings.
Annual General Meeting
The AGM is attended by the management committee, members and other invited guests. This meeting is a public statement about your incorporated association´s financial position and the activities and achievements of the previous year. The AGM is an opportunity for your incorporated association to officially elect office bearers and to present audited or verified financial statements to your members.
AGMs must be held within six months after the end of the incorporated association´s financial year.
The rules of your incorporated association must specify the way the meeting is called and the way the notice of the AGM is to be given. Under the model rules, the Secretary must give notice to each member specifying the place, date and time of the meeting and the nature of the business, including the fact that it is the AGM. The notice must be given at least 14 days before the meeting.
Notice of any special resolutions must also be given to members at least 14 days before the AGM. For convenience, the notice of meeting and any notice of special resolutions can be sent to members together.
The rules of your incorporated association must include what business is to be covered at the AGM. Under the model rules, the following business must be conducted:
- receiving the statement of income and expenditure, assets, liabilities and mortgages, charges and securities affecting the property of your incorporated association for the last financial year
- receiving the auditor's or verifier´s report on the financial affairs of the incorporated association for the last financial year
- presenting the audited or verified financial statements to the meeting for adoption
- electing members of the management committee
- appointing an auditor or verifier.
The format of the meeting will be similar to that of a general meeting, however the previous minutes will be from the previous AGM, not the previous general meeting. The minutes kept must state specifically that they are minutes of the AGM.
Minutes must be kept of all Annual General Meetings.
The Chairperson of any meeting is responsible for supervising and administering the voting. We recommend voting be carried out by show of hands or balloting.
The model rules allow voting in person, by proxy, by attorney or by using any technology that allows the member to hear and take part in discussions as they happen.
The format and process for postal voting is at the discretion of your incorporated association and should be set out in the rules.
A ´special resolution´ is a resolution that is passed at a general meeting (including the AGM) of an incorporated association by the votes of 75 per cent of the members who are present and entitled to vote.
Matters that must be decided by special resolution are:
- a change of name for the incorporated association
- a change to the incorporated association´s rules
- the decision to wind up the incorporated association.
Postal voting is not allowed for special resolutions.
The rules of your incorporated association should set out the manner in which notice of motions is to be given. A member who wishes to bring any business before a general meeting should give notice to the incorporated association as per the rules. Members should ensure that they raise their agenda item in sufficient time for it to be included in the notice calling the next general meeting.
Your incorporated association must record minutes at all meetings, including management committee meetings, general meetings and the AGM.
If asked by a member of your incorporated association, the Secretary must within 28 days, make the minute book for a particular general meeting available for inspection by the member at a mutually agreed time and place. The Secretary must also give the member copies of the meeting minutes. Your incorporated association can ask the member to pay the reasonable costs of providing copies of the minutes.
The Secretary is ultimately responsible for ensuring your incorporated association´s minutes are maintained accurately. The minutes of meetings provide a permanent official record of the business transacted. They should form a clear and concise summary of the proceedings of the meeting.
The minutes would normally include:
- details of the day, date and place of the meeting and the time of commencement
- the names of those present and details of any apologies received
- that the Chairperson announced a quorum was present and that the meeting was duly constituted
- a reference to minutes of the previous general meeting and the signing of them as a correct record
- details of every resolution put to members and whether it was passed with the required majority
- details of members voting against a motion or abstaining from voting, if those members request that this be recorded
- details of any appointments made, members elected to office and any leave of absence granted to a member
- details of election of committee members (if applicable)
- overview of discussions concerning decisions made at the meeting
- decisions made at management committee meetings
- the date and time for the next meeting, if this is determined during the meeting
- the time that the meeting closed.
Last reviewed 15/08/2013