Part 6 — General meetings of Association
- Annual general meeting
(1) The committee must determine the date, time and place of the annual general meeting.
(2) If it is proposed to hold the annual general meeting more than 6 months after the end of the Association’s financial year, the secretary must apply to the Commissioner for permission under section 50(3)(b) of the Act within 4 months after the end of the financial year.
(3) The ordinary business of the annual general meeting is as follows —
(a) to confirm the minutes of the previous annual general meeting and of any special general meeting held since then if the minutes of that meeting have not yet been confirmed;
(b) to receive and consider —
(i) the committee’s annual report on the Association’s activities during the preceding financial year; and
(ii) if the Association is a tier 1 association, the financial statements of the Association for the preceding financial year presented under Part 5 of the Act; and
(iii) if the Association is a tier 2 association or a tier 3 association, the financial report of the Association for the preceding financial year presented under Part 5 of the Act; and
(iv) if required to be presented for consideration under Part 5 of the Act, a copy of the report of the review or auditor’s report on the financial statements or financial report;
(c) to elect the office holders of the Association and other committee members;
(d) if applicable, to appoint or remove a reviewer or auditor of the Association in accordance with the Act;
(e) to confirm or vary the entrance fees, subscriptions and other amounts (if any) to be paid by members.
(4) Any other business of which notice has been given in accordance with these rules may be conducted at the annual general meeting.
Note for this rule:
Unless the Commissioner allows otherwise, under section 50(3) of the Act the annual general meeting must be held within 6 months after the end of the Association’s financial year. If it is the first annual general meeting, section 50(2) of the Act provides that it may be held at any time within 18 months after incorporation.
- Special general meetings
(1) The committee may convene a special general meeting.
(2) The committee must convene a special general meeting if at least 20% of the members require a special general meeting to be convened.
(3) The members requiring a special general meeting to be convened must —
(a) make the requirement by written notice given to the secretary; and
(b) state in the notice the business to be considered at the meeting; and
(c) each sign the notice.
(4) The special general meeting must be convened within 28 days after notice is given under subrule (3)(a).
(5) If the committee does not convene a special general meeting within that 28 day period, the members making the requirement (or any of them) may convene the special general meeting.
(6) A special general meeting convened by members under subrule (5) —
(a) must be held within 3 months after the date the original requirement was made; and
(b) may only consider the business stated in the notice by which the requirement was made.
(7) The Association must reimburse any reasonable expenses incurred by the members convening a special general meeting under subrule (5).
- Notice of general meetings
(1) The secretary or, in the case of a special general meeting convened under rule 51(5), the members convening the meeting, must give to each member —
(a) at least 21 days’ notice of a general meeting if a special resolution is to be proposed at the meeting; or
(b) at least 14 days’ notice of a general meeting in any other case.
(2) The notice must —
(a) specify the date, time and place of the meeting; and
(b) indicate the general nature of each item of business to be considered at the meeting; and
(c) if the meeting is the annual general meeting, include the names of the members who have nominated for election to the committee under rule 32(2); and
(d) if a special resolution is proposed —
(i) set out the wording of the proposed resolution as required by section 51(4) of the Act; and
(ii) state that the resolution is intended to be proposed as a special resolution; and
(iii) comply with rule 53(7).
Note for this paragraph:
Section 51(1) of the Act states that a resolution is a special resolution if it is passed —
(a) at a general meeting of an incorporated association; and
(b) by the votes of not less than three-fourths of the members of the association who cast a vote at the meeting.
- Proxies
(1) Subject to subrule (2), an ordinary member may appoint an individual who is an ordinary member as the member’s proxy to vote and speak on the member’s behalf at a general meeting.
(2) An ordinary member may be appointed the proxy for not more than 5 other members.
(3) The appointment of a proxy must be in writing and signed by the member making the appointment.
(4) The member appointing the proxy may give specific directions as to how the proxy is to vote on the member’s behalf.
(5) If no instructions are given to the proxy, the proxy may vote on behalf of the member in any matter as the proxy sees fit.
(6) If the committee has approved a form for the appointment of a proxy, the member may use that form or any other form —
(a) that clearly identifies the person appointed as the member’s proxy; and
(b) that has been signed by the member.
(7) Notice of a general meeting given to an ordinary member under rule 52 must —
(a) state that the member may appoint an individual who is an ordinary member as a proxy for the meeting; and
(b) include a copy of any form that the committee has approved for the appointment of a proxy.
(8) A form appointing a proxy must be given to the secretary before the commencement of the general meeting for which the proxy is appointed.
(9) A form appointing a proxy sent by post or electronically is of no effect unless it is received by the Association not later than 24 hours before the commencement of the meeting.
- Use of technology to be present at general meetings
(1) The presence of a member at a general meeting need not be by attendance in person but may be by that member and each other member at the meeting being simultaneously in contact by telephone or other means of instantaneous communication.
(2) A member who participates in a general meeting as allowed under subrule (1) is taken to be present at the meeting and, if the member votes at the meeting, the member is taken to have voted in person.
- Presiding member and quorum for general meetings
(1) The chairperson or, in the chairperson’s absence, the deputy chairperson must preside as chairperson of each general meeting.
(2) If the chairperson and deputy chairperson are absent or are unwilling to act as chairperson of a general meeting, the committee members at the meeting must choose one of them to act as chairperson of the meeting.
(3) No business is to be conducted at a general meeting unless a quorum is present.
(4) If a quorum is not present within 30 minutes after the notified commencement time of a general meeting —
(a) in the case of a special general meeting — the meeting lapses; or
(b) in the case of the annual general meeting — the meeting is adjourned to —
(i) the same time and day in the following week; and
(ii) the same place, unless the chairperson specifies another place at the time of the adjournment or written notice of another place is given to the members before the day to which the meeting is adjourned.
(5) If —
(a) a quorum is not present within 30 minutes after the commencement time of an annual general meeting held under subrule (4)(b); and
(b) at least 2 ordinary members are present at the meeting,
those members present are taken to constitute a quorum.
Note for this rule:
If these model rules are adopted, the quorum for a general meeting is as notified to the Commissioner under section 7(4)(c) or 29(5)(c) of the Act.
- Adjournment of general meeting
(1) The chairperson of a general meeting at which a quorum is present may, with the consent of a majority of the ordinary members present at the meeting, adjourn the meeting to another time at the same place or at another place.
(2) Without limiting subrule (1), a meeting may be adjourned —
(a) if there is insufficient time to deal with the business at hand; or
(b) to give the members more time to consider an item of business.
(3) No business may be conducted on the resumption of an adjourned meeting other than the business that remained unfinished when the meeting was adjourned.
(4) Notice of the adjournment of a meeting under this rule is not required unless the meeting is adjourned for 14 days or more, in which case notice of the meeting must be given in accordance with rule 52.
- Voting at general meeting
(1) On any question arising at a general meeting —
(a) subject to subrule (6), each ordinary member has one vote unless the member may also vote on behalf of a body corporate under subrule (2); and
(b) ordinary members may vote personally or by proxy.
(2) An ordinary member that is a body corporate may, in writing, appoint an individual, whether or not the individual is a member, to vote on behalf of the body corporate on any question at a particular general meeting or at any general meeting, as specified in the document by which the appointment is made.
(3) A copy of the document by which the appointment is made must be given to the secretary before any general meeting to which the appointment applies.
(4) The appointment has effect until —
(a) the end of any general meeting to which the appointment applies; or
(b) the appointment is revoked by the body corporate and written notice of the revocation is given to the secretary.
(5) Except in the case of a special resolution, a motion is carried if a majority of the ordinary members present at a general meeting vote in favour of the motion.
(6) If votes are divided equally on a question, the chairperson of the meeting has a second or casting vote.
(7) If the question is whether or not to confirm the minutes of a previous general meeting, only members who were present at that meeting may vote.
(8) For a person to be eligible to vote at a general meeting as an ordinary member, or on behalf of an ordinary member that is a body corporate under subrule (2), the ordinary member —
(a) must have been an ordinary member at the time notice of the meeting was given under rule 52; and
(b) must have paid any fee or other money payable to the Association by the member.
- When special resolutions are required
(1) A special resolution is required if it is proposed at a general meeting —
(a) to affiliate the Association with another body; or
(b) to request the Commissioner to apply to the State Administrative Tribunal under section 109 of the Act for the appointment of a statutory manager.
(2) Subrule (1) does not limit the matters in relation to which a special resolution may be proposed.
Note for this rule:
Under the Act, a special resolution is required if an incorporated association proposes to do any of the following —
(a) to adopt these model rules (section 29(1));
(b) to alter its rules, including changing the name of the association (section 30(1));
(c) to decide to apply for registration or incorporation as a prescribed body corporate (section 93(1));
(d) to approve the terms of an amalgamation with one or more other incorporated associations (section 102(4));
(e) to be wound up voluntarily (section 121(2)) or by the Supreme Court (section 124(a) and Schedule 4 item 9);
(f) to cancel its incorporation (section 129).
- Determining whether resolution carried
(1) In this rule —
poll means the process of voting in relation to a matter that is conducted in writing.
(2) Subject to subrule (4), the chairperson of a general meeting may, on the basis of general agreement or disagreement or by a show of hands, declare that a resolution has been —
(a) carried; or
(b) carried unanimously; or
(c) carried by a particular majority; or
(d) lost.
(3) If the resolution is a special resolution, the declaration under subrule (2) must identify the resolution as a special resolution.
(4) If a poll is demanded on any question by the chairperson of the meeting or by at least 3 other ordinary members present in person or by proxy —
(a) the poll must be taken at the meeting in the manner determined by the chairperson; and
(b) the chairperson must declare the determination of the resolution on the basis of the poll.
(5) If a poll is demanded on the election of the chairperson or on a question of an adjournment, the poll must be taken immediately.
(6) If a poll is demanded on any other question, the poll must be taken before the close of the meeting at a time determined by the chairperson.
(7) A declaration under subrule (2) or (4) must be entered in the minutes of the meeting, and the entry is, without proof of the voting in relation to the resolution, evidence of how the resolution was determined.
- Minutes of general meeting
(1) The secretary, or a person authorised by the committee from time to time, must take and keep minutes of each general meeting.
(2) The minutes must record the business considered at the meeting, any resolution on which a vote is taken and the result of the vote.
(3) In addition, the minutes of each annual general meeting must record —
(a) the names of the ordinary members attending the meeting; and
(b) any proxy forms given to the chairperson of the meeting under rule 53(8); and
(c) the financial statements or financial report presented at the meeting, as referred to in rule 50(3)(b)(ii) or (iii); and
(d) any report of the review or auditor’s report on the financial statements or financial report presented at the meeting, as referred to in rule 50(3)(b)(iv).
(4) The minutes of a general meeting must be entered in the Association’s minute book within 30 days after the meeting is held.
(5) The chairperson must ensure that the minutes of a general meeting are reviewed and signed as correct by —
(a) the chairperson of the meeting; or
(b) the chairperson of the next general meeting.
(6) When the minutes of a general meeting have been signed as correct they are, in the absence of evidence to the contrary, taken to be proof that —
(a) the meeting to which the minutes relate was duly convened and held; and
(b) the matters recorded as having taken place at the meeting took place as recorded; and
(c) any election or appointment purportedly made at the meeting was validly made.