Meetings

There are 3 main types of meetings usually held by incorporated associations:

1. annual general meetings (AGMs)
2. other general meetings, including special general meetings
3. management committee meetings.

See management committee meetings for more information.

An incorporated association's constitution must specify:

• the intervals between general meetings
• how a general meeting is called
• the quorum for general meetings
• the procedure at general meetings
• voting entitlements and if members are entitled to vote by proxy at general meetings
• the timing and method for distributing and circulating notices of general meetings and distribution of notices of motions moved must also be specified.

Incorporated associations may conduct committee meetings and general meetings using technology even if this is not expressly provided for in their constitutions. Where technology is used it must give: 

• each of the committee members a reasonable opportunity to participate in committee meetings, and
• incorporated association members a reasonable opportunity to participate in general meetings.

Incorporated associations may pass ordinary and special resolutions by postal or electronic, or combination ballot. This is allowed even if their constitutions do not provide for it. The ballot (postal or electronic) must follow Schedule 2 of the Associations Incorporation Regulation 2022.

Annual general meetings (AGMs)

An incorporated association’s committee must ensure that an AGM is held on time. This must be within 6 months after the incorporated association’s financial year ends. An incorporated association’s constitution must specify its financial year.

New incorporated associations must hold their first AGM within 18 months from the date of incorporation. 

Calling and purpose of an AGM

An incorporated association must specify how they will call the AGM and how the notice of the AGM would be given.

If the incorporated association adopts the Model constitution, members must be given at least 14 days' notice of an AGM. If a special resolution is to be proposed, 21 days' notice is required.

The main purpose of the AGM is to submit the incorporated association's financial statements to its members. It also includes submitting the auditor's report to the meeting, if required.

If the Model constitution applies, the business of the AGM is to: 

• confirm the minutes of the last AGM and of any special general meeting held since that meeting
• receive committee reports on activities of the incorporated association during the previous financial year
• elect or appoint office bearers and ordinary committee members
• receive and consider the incorporated association’s financial statements or reports. These statements and reports are required to be submitted to members under Associations Incorporation Act 2009 (the Act).

In addition, the AGM should conduct any other business for which notice has been given to the members.

The requirements for the preparation of financial statements or reports to be submitted to the AGM depends on whether the incorporated association is:

• large (Tier 1), or
• small (Tier 2).

Visit financial reporting requirements for more information. 

Other general meetings, including special general meetings

These may be referred to as special, ordinary, or extraordinary meetings. These general meetings are held per the incorporated association's constitution. They address urgent matters before the next AGM.

Notice of general meetings

The procedure for calling the meeting is usually the same as for an AGM. However, the business conducted will be different.

The notice of a general meeting must specify the following:

• the meeting is the AGM (if appropriate)
• the place, date and time of the meeting
• the nature of the business to be transacted at the meeting
• if a special resolution is proposed, the notice must state the terms of the resolution and it must also be mentioned that it is intended to be passed as a special resolution.  Members must be given at least 21 days’ notice if a special resolution is proposed. 

Members can request a general meeting

The constitution may allow members to request a special general meeting. It should also state the procedures if the committee fails to call a special general meeting.

How a member can raise a matter at an AGM or other general meeting

A member wishing to raise a matter at a general meeting, including an AGM, should notify the incorporated association as per its constitution.

Members must ensure that the notice is given to the incorporated association as required by its constitution. It must be done in time for the business to be included in the notice for the next general meeting.

Where the Model constitution applies, a member may give a written notice of a matter to be raised at a general meeting. The written note must be given to the secretary. The secretary must include that matter in the next notice calling a general meeting.

Requirements for a quorum

The quorum is the minimum number of members required to be present for a meeting to proceed. No business can be concluded at any meeting unless a quorum of members entitled to vote is present. The quorum must be present when the item is considered at the meeting.

The incorporated association's constitution should state the quorum needed to conduct a meeting. It should also outline the procedure if a quorum is not present.

Voting in general meetings

The incorporated association's constitution is required to specify the eligibility of members to vote.

Making decisions at a general meeting

Votes will be cast in person at a general meeting. However, they may be cast by proxy if allowed by the constitution.

Most questions at a general meeting are decided by ordinary resolution. An ordinary resolution is passed by a simple majority of the valid votes cast at the meeting.

Certain questions are to be determined by special resolution. A special resolution requires a three-quarters majority of the valid votes cast at the meeting. See resolutions for more information.

If an incorporated association has 100 members entitled to vote and only 50 attend the meeting or give a proxy, then an ordinary resolution will be passed if 26 members vote in favour. A special resolution will be passed if 38 members vote in favour.

Unless the constitution provides otherwise a resolution voted on at a meeting will be decided by a show of hands.

Proxy votes

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

The constitution must say if members can vote by proxy at a general meeting. It should state any requirements, restrictions, and procedures to follow. This includes any requirements for the form to be used.

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

Conducting a poll

A poll is a method of voting on a motion where votes are cast in writing. The incorporated association's constitution should outline how to conduct a poll.

Keeping minutes of general meetings

It is a requirement to keep minutes of a general meeting.

An incorporated association is required to keep minutes of a general meeting. The minutes must summarise the proceedings clearly and briefly. They will be a permanent official record of the business done.

The minutes would normally include the following:

• details of the day, date, and place of the meeting
• the time the meeting started
• the names of those present and details of any apologies
• that the chair announced a quorum was present and the meeting was duly constituted (if this announcement was made)
• a reference to minutes of the previous general meeting and the signing of them as a correct record
• the details of every resolution put to members, and if it passed with the required majority
• details of those voting against a motion or abstaining if they request it be recorded
• details of any appointments, elected persons, and any leave of absence granted to a member
• an overview of discussions on decisions made
• the date and time for the next meeting (if this is determined during the meeting)
• the time that the meeting ended.

The minutes of each meeting should be signed by the chairperson of the:

• meeting, or
• next succeeding meeting.

Minutes of meetings must be kept in written or electronic form. If records and minutes are kept in electronic form, they must be able to be converted into hard copy. If a person needs to inspect the records, a hard copy must be available within a reasonable time.

If any part of the minutes is in a language other than English, a copy of the minutes in English must be kept with the minutes. Visit keeping minutes, records and registers for more information.

Inspecting the minutes

The incorporated association's constitution must include rules for inspecting its books and documents.

Postal, electronic, or combined ballots

If a constitution permits, certain resolutions may be sent to members in a postal, electronic or combined ballot instead of a meeting. For more information see postal, electronic or combined ballots.