Members have a right to propose a resolution at general meetings.
If you have a good idea that you think would benefit the corporation, you might want to share that at a general meeting. This is called ‘proposing a resolution’. To do that you have to give notice to the corporation well beforehand (at least 28 days before the meeting date) and there must be support for your idea from a certain number of members (see the table below).
How to give notice of members’ resolutions
If a member or members wish to move a resolution at a general meeting, a notice of that resolution must be given to the corporation by at least the required number of members.
Table: Number of required members to propose a resolution
| For corporations with: | You need: |
|---|---|
| between 2–10 members | one member |
| between 11–20 members | three members |
| more than 20 members | either five members or 10 per cent of the membership, whichever is the greater number. |
The request from members must:
- be in writing
- set out the words of the proposed resolution/s
- be signed by all the members making the request
- be given to the corporation.
Consideration of members’ resolutions
After a notice of a resolution proposed by members has been given to a corporation, it must be considered at the next general meeting that occurs more than 28 days after the notice is given.
At the same time the corporation gives notice of the next general meeting, the corporation must give notice of the members' resolution to all people entitled to it and in the same way as it gives notices of general meetings (check what your rule book says). However, if the resolution is defamatory the corporation does not have to give notice of it. A resolution may be defamatory if it would harm a person’s reputation, usually by subjecting the person to public contempt, disgrace or ridicule, or by affecting the person’s business. If you think a statement could be defamatory you should get legal advice.
The corporation is responsible for the cost of giving members notice of the resolution.
The corporation must consider the resolution at the meeting.
Members’ statements
Members' have a right to prepare a statement about matters that are to be considered at general meetings.
Members may prepare a statement about:
- a resolution that is proposed to be moved at a general meeting or
- any other matter that may be properly considered at a general meeting
and request their corporation to give it to all its members.
The request must be made in the same way as proposing a resolution above.
After receiving the request, the corporation must distribute to all its members a copy of the statement at the same time, or as soon as practicable afterwards, and in the same way, as it gives notice of the general meeting.
The corporation is responsible for the cost of making the distribution.
If the statement is defamatory, the corporation does not need to comply with the request.