General meetings

A general meeting is a meeting where corporation members are given an opportunity to participate in the corporation’s affairs.

They are a gathering where members can receive information, discuss corporation performance and make decisions about issues within their responsibility. Certain corporation business can only be carried out at a general meeting.  

The purpose of each general meeting might be to address different issues but there are some issues that must be addressed. 

Types of general meetings  

There are 3 types of general meetings:

• the first general meeting must be held within 3 months of registering under the CATSI Act to start good accountability and transparency practices
• an annual general meeting (AGM) must be held every year to report to members on corporation performance and allow them to participate in corporation decisions
• a general meeting can be held any time when there is a need for members to discuss and consider an important matter that cannot wait until the next AGM.

First general meeting  

A corporation must hold its first general meeting within 3 months of registering under the CATSI Act.  

The first general meeting is a good opportunity to make sure everyone understands and agrees on:

• what the corporation is trying to achieve  
• how the corporation will be governed.

The CATSI Act doesn’t set specific business to be conducted at the first general meeting. Your agenda for the first general meeting could include:  

• membership update  
• financial update, such as the receipt and expenditure of funds  
• operations update, for example key staff changes or how strategies or plans are tracking
• planning of projects or initiatives  
• appointing an auditor, when relevant.  

Annual general meeting

An AGM is a gathering of members held once a year within 5 months of the corporation’s financial year ending. It’s an important exercise in board accountability to members.  

The purpose of an AGM is for members to exercise their rights to learn about what happened in the year just gone and make decisions for the year ahead.  

The main business of an AGM is:

• reporting to members on corporation performance and finances
• allowing members to ask questions of the board and auditor, and express their views on the corporation’s governance and performance
• allowing members to vote on matters like the appointment of directors and auditor, and related party transactions.

Other general meeting

Some people refer to other general meetings as ‘special general meetings’ or 'extraordinary general meetings' but in the CATSI Act there are just ‘general meetings’. A corporation can hold a general meeting other than the AGM only if there is an item of business that cannot wait until the next AGM.

Reasons for holding a general meeting separate to the AGM could be:  

• the directors want to decide on major plans or projects and want members’ views  
• members have asked to discuss a particular issue or proposed a resolution
• the corporation wants to change its name  
• the corporation wants to change its rule book 
• the corporation wants to wind up.

Agenda

An agenda is a list of items to be discussed at a meeting. It’s a plan for working through the business of a meeting and helps the chair and participants focus on getting the business done.

Before a general meeting or AGM, you need to prepare a written agenda or plan of the matters for discussion. It’s important to send the agenda or plan with notice to everyone attending the meeting.  

Notice in the CATSI Act is 21 days, but your rule book may provide a longer notice period. When you send the notice, you will need to take into account the time it takes for post to be delivered and particularly for any members who reside in regional areas to ensure the corporation complies with its notice period. 

It’s a good idea to check the minutes of the previous equivalent meeting for items of business or actions that were to be actioned after the previous meeting so they can be closed or included in the agenda of this next meeting. 

Some items might need preparation of documents or papers before the meeting e.g. annual report, financial information, details of upcoming director appointments, ballot papers for a possible election or voting papers for other resolutions. Where papers are provided for an item of business, the agenda and the relevant paper should be appropriately cross-referenced.

If your corporation is large in size, it’s normally your secretary in consultation with the chairperson who prepares and settles the agenda. In medium and small size corporations, the board or a small committee might do it.

The items should be numbered (for easy referencing).

The opening words of items should be consistent and are usually  

Certain things should be included in the agenda. Some may be required by the rule book or the CATSI Act. A general meeting agenda could look like this:  

1. Welcome  
2. Apologies and accepting any proxy votes (if the rule book allows proxies)  
3. Checking the register of members  
4. Accepting the minutes of the previous general meeting or AGM  
5. Directors’ report to members about the corporation’s:  
   1. performance over the past 12 months (AGM)  
   2. financial position and financial performance  
6. Electing or appointing the directors (AGM)  
7. The appointment and remuneration of an auditor for the next year (if required) (AGM)  
8. Resolutions proposed by members  
9. Conducting any other business covered under the rule book or incidental to the business of the meeting (this includes other business in the notice of meeting)  
10. Close the meeting  

Meeting papers and documents

Copies of documents

The corporation should give all members and attendees copies of any papers or reports that will be discussed at a general meeting or AGM.  

Attendees list and the register of members  

The corporation should provide an attendance list and register of members at the entrance to the meeting space. The corporation should ensure access to a member’s personal information is limited to that member to protect their personal privacy.  

An attendance list can be a book or sheet of paper. Attendees use it to sign into the meeting. This helps to record in the minutes the names of everyone who was there. This includes:

• members
• directors
• the contact person/secretary
• authorised observers
• the auditor (if the corporation has one)  
• proxy holders (if proxies are allowed).  

Members can check their details in the register of members are correct or make changes if needed.

Members’ statements

Members have a right to prepare a statement for general meetings.

Members may prepare a statement and request their corporation give it to all its members. The statement may be about:

• a resolution that is proposed to be moved at a general meeting
• any other matter that may be properly considered at a general meeting.

The request must be made in the same way as proposing a resolution.  

After receiving the request, the corporation must give all members a copy of the statement in the same way and at the same time (or as soon as possible after) as it gives notice of the general meeting.

The corporation is responsible for the cost of distribution.

If the statement is defamatory, the corporation does not need to comply with the request.