Calling general meetings and AGMs

To call a general meeting or AGM: 

• there needs to be a reason to call the meeting (to hold the corporation’s AGM or to hold a general meeting on a particular issue or in response to a request from corporation’s members)
• choose a reasonable date, time and place (in person or virtual if the rules allow this) for the meeting so that most members and other attendees, such as the auditor, can attend
• give notice to everyone who is entitled to receive notice and attend.

Who calls general meetings

Directors call general meetings, including the AGM. Members of a corporation cannot call a general meeting or AGM unless the rule book says they can.

It is best if all the directors are involved in the decision to call a general meeting and setting the agenda by passing a resolution at a directors' meeting. But any single director of a corporation may call a general meeting unless the corporation’s rule book provides otherwise.

Members’ request for a general meeting

Members of a corporation can request that the directors call a general meeting. 

If members believe there is business to address and there isn't a general meeting scheduled soon they might consider requesting the members call one. Members might ask the directors to call a general meeting to:

• remove a director/s
• appoint a director/s
• propose changes to the corporation's rule book
• ask questions about the corporations finances or performance
• carry out the business required at an AGM if the corporation hasn't held an AGM

Make sure the request from members is valid

A request to the directors to call a general meeting must:

• be in writing
• be given to the corporation
• state any resolutions to be put to the meeting (why you want a general meeting)
• be signed by the required number of members
• nominate a contact member on behalf of the members making the request.

The number of members needed to make the request depends on how many members the corporation has.

The following table shows how many members are usually necessary.

If a request is not valid, directors do not have to call the meeting. If that is their decision, they should notify the nominated contact member. 

The Registrar does not have the power to declare whether a request is valid or not. 

Responding to a members' request

If directors receive a valid request, they have 21 days to do one of these 2 options:

1. call the meeting or
2. write to the Registrar for permission to deny the request because they believe it is frivolous (silly and unimportant); unreasonable; or not in the best interests of the members as a whole. Directors need to let the nominated contact member know that they have applied to the Registrar for permission to deny the request.

If the directors do not respond to a members' request, the nominated contact member for the members requesting the meeting should contact the Registrar.

General meetings called by the Registrar

The CATSI Act gives the Registrar power to call a general meeting in certain circumstances.

The Registrar may call a general meeting if: 

• the required number of members (see above, under Valid requests) has written to the Registrar requesting a general meeting 
• a corporation has called a general meeting but it is not held within 14 days of the date scheduled 
• a new corporation has not held a general meeting within three months of its registration
• the Registrar is satisfied that circumstances warrant calling the meeting.

The Registrar will chair the meeting or authorise someone else to do so.

Give notice of the meeting

The requirements for a minimum period of notice, how notice is to be given and what information must be included in a notice are designed to help members make a decision on exercising their rights. The notice needs to give enough time for members to find out about the meeting, to decide if they want to exercise their rights to participate in the business of the meeting, and if so prepare themselves to participate.

If notice is to be given by mail, you should consider the time this will take in addition to the 21 days and whether your members live in regional or remote locations.

A notice of a meeting must:

• be given at least 21 days before the day of the meeting. A corporation can set a longer period of notice in its rule book. 
• be given to everyone who is entitled to attend the meeting. For example, the directors, the members, the secretary or contact person, any observers noted in the corporation’s rule book, and the auditor (if there is one). 
• be given in the way set out in the corporation’s rule book. Examples of how notice can be given include in person, by mail, fax, email, by using community noticeboards, or by advertising in a local newspaper or on the radio. 
• say what the business of the meeting will be, and the exact words of any special resolutions and state the words ‘special resolution’ (if there are to be any).

Information in a notice of meeting

A notice of a meeting must contain: 

• the corporation’s name and ICN 
• the type of meeting – general meeting or AGM 
• the date and time for the meeting
• the place for the meeting and if participating virtually (e.g. by phone or video) is allowed and if so, the instructions for joining virtually or how to get the instructions
• the agenda (the general nature of the meeting’s business)
• the words of any special resolutions that will be proposed and state the words ‘special resolution’ (if any) 
• whether a member is entitled to appoint a proxy, who may be a proxy and any other rules about proxies (include this only if proxies are allowed)

It’s good practice for the notice to show the name and position of the person who is issuing the notice or that it’s issued by resolution of the board.