Resolutions

A resolution is a formal decision passed by the incorporated association in accordance with its constitution, usually:

• made at a general meeting, or
• in a postal, electronic or combined ballot.

There are 2 types of resolutions: ordinary and special.

An ordinary resolution is passed if more than half of the formal votes cast support it. Most decisions at a general meeting are made by ordinary resolution.

A special resolution is passed if at least three-quarters of the votes cast support it.

Special resolutions

When a special resolution is required

A special resolution is required for:

• changing the incorporated association's name
• changing the incorporated association's objects
• changing the incorporated association's constitution
• applying for registration by an unincorporated group
• amalgamating with another registered incorporated association
• an existing corporation seeking to register as an incorporated association
• an existing registered incorporated association applying to transfer incorporation
• voluntarily winding up or cancelling the registered incorporated association and distributing property.

The incorporated association's constitution may indicate other situations that require a special resolution.

An application to register a change of name, objects or constitution must be lodged with NSW Fair Trading within 28 days of the special resolution being passed.

For more information on changing an incorporated association’s name, read naming your incorporated association.

For more information on changing an incorporated association’s constitution, see an incorporated association's constitution.

Passing a special resolution

A special resolution may be passed:

• at a general meeting of the incorporated association
• in a postal, electronic or combined ballot, or
• in another manner as directed by NSW Fair Trading.

Members must be given at least 21 days’ notice of the proposed special resolution, which sets out details of the meeting, postal, electronic or combined ballot in which the special resolution is to be put to members. The notice must also:

• state the intention to propose the resolution as a special resolution
• set out the proposed resolution in full.

A special resolution will be passed if the conditions imposed by NSW Fair Trading, if any, are met.

A quorum* of members required by the constitution is present, if the special resolution is put to members at a meeting, and it is supported by at least three-quarters of the valid votes cast in person or by proxy, if proxy votes are allowed by the constitution. The results of the vote can be announced by the chairperson of the meeting and entered into the minute book of the incorporated association.

If a postal or electronic ballot, or combination has been used, members must be notified of the results as soon as possible. For information on how to conduct a special resolution through a postal, electronic or combined ballot, visit postal, electronic or combined ballots.

*A quorum is the minimum number of members who are required for the meeting to proceed.

Who can vote

An incorporated association's constitution must specify who is eligible to vote.

What is a poll

A poll is a method of voting on a motion where votes are cast in writing. This allows proxy votes to be counted.

The constitution should define the process for calling and conducting a poll.

What is a proxy

A proxy is a person authorised to vote on behalf of another person.

The constitution must state if members are entitled to vote by proxy at a general meeting. The constitution should state any requirements, restrictions and procedures. This includes any requirements about the form to be used.

Generally, proxy votes should only be used with a poll as this allows all of the proxies to be counted.