Members' rights
Members of a corporation have certain rights. Knowing what they are puts members in a better position to play an active part in the corporation.
Right to request the directors call a general meeting
Members have the right to ask directors to call a general meeting.
They might have a concern about the governance of the corporation. Or they want to propose a change to the rule book.
There are rules about how many members must sign the request and what directors must do.
Learn more about members requests for a general meeting.
Right to propose a resolution for a general meeting
Members can share an idea that may benefit the corporation at a general meeting. This is called ‘proposing a resolution’.
To do this, the member must give notice to the corporation beforehand. A certain number of members need to support the resolution to pass in the meeting.
Learn more about proposing resolutions.
Right to make decisions for the corporation by voting in a general meeting
Meetings give members firsthand updates. They take part in discussions and make decisions at corporation meetings. It's a platform to voice opinions and contribute to decision-making.
Members vote at meetings to:
- make key decisions
- steer the corporation's direction.
Learn more about the different types of meetings.
Right to demand a poll at a general meeting
Members have the right to demand a poll on all matters.
A poll is a formal vote that is counted. You might have the vote by marking a voting paper or placing marbles in a jar. It is not a ‘show of hands’ – this is informal.
A member can demand a poll, for example, on a resolution put to a general meeting if:
- there are at least 5 members present
- the members are entitled to vote on the resolution.
Check your rule book in case as it may allow fewer members to demand a poll.
Right to remove directors
Members can put forward a resolution for a general meeting to remove one or more directors. Members can do this despite anything in:
- the corporation’s rule book
- an agreement between the corporation and the director
- an agreement between any or all members of the corporation and the director.
There are rules around how members remove directors. For example, members must give a notice of intention to the corporation at least 21 days before the next general meeting.
Directors are also members and have rights too. Directors who face being removed have the right to defend their case to members in 2 ways:
- by giving the corporation a written statement for circulation to members
- speaking to the motion at the general meeting.
Right to decide on financial benefits to related parties
The corporation cannot provide a financial benefit to a related party without first asking for the members’ approval.
Financial benefits include money or items, like a car.
A related party is a person or group with a close relationship to a corporation. They could be a director or a family member.
This vote is usually through a resolution at a general meeting. Members have the right to vote for or against the proposed resolution.
Learn more about related party financial benefits.
Right to access information
Members can:
- ask questions about the management of their corporation at an annual general meeting (AGM)
- inspect certain documents, such as the register of members and the internal governance framework rules.
If members need to access the corporation’s rule book, they can also do this by searching the corporation’s name on our website.
Internal governance rules
The corporation must give a member the internal governance framework rules within 7 days after the member makes the request, at no charge.
Internal governance framework rules include:
- the corporation’s rule book
- any replaceable rules that apply to the corporation
- any other material about the corporation’s governance, such as internal policies and procedures.
Members of a large corporation can inspect the internal governance framework rules at the registered office during office hours.
Small and medium corporations must make sure members can access internal governance framework rules within 7 days of the request.
Minute books for members’ meetings
Members have the right to inspect the minutes of members' meetings.
The arrangements depend on the corporation’s size and are the same as for internal governance rules.
Members can ask for:
- a copy of any minutes of the corporation’s meetings of members
- any minutes of a resolution passed by members without a meeting.
The request must be in writing.
Sometimes corporations can charge a fee for this if it’s in their rule book.
Financial report, directors’ report, and auditor's report
Members are can ask for a copy of:
- the financial report
- the auditor’s report
- the directors’ report.
Small corporations may not produce audited financial statements.
Members can either make the request:
- during the financial year of the report they’re asking for
- within 12 months of the end of the relevant financial year.
Ask the auditor questions
Members can ask the auditor or the auditor’s representative questions at the AGM.
The chairperson must ensure members have a reasonable opportunity to question the auditor (or representative) about:
- how the audit was done
- the content of the auditor’s report
- accounting policies used by the corporation in the preparation of the financial statements
- the independence of the auditor in relation to the conduct of the audit.
Ask the directors questions or make comments
Members can ask questions about or comment on the management of the corporation at the AGM.
The chairperson must make sure members have a chance to ask questions and make comments.
Information on remuneration and/or expenses to directors
Members can ask for information about a director’s remuneration or expenses paid by the corporation or an entity controlled by the corporation.
The request must be in writing and signed by the required number of members:
- For corporations with 2–10 members: one member.
- For corporations with 11–20 members: 3 members.
- For corporations with more than 20 members: either 5 members or 10% of the membership, whichever is the greater number.
Right to make an application to a court
Members can make an application to a court on the grounds to:
- look into unfair discrimination by the corporation
- inspect the books of the corporation
- wind up the corporation.
Right to amend and approve the rule book
The rule book sets out how the corporation runs, like how to:
- elect directors
- hold valid meetings.
Most corporations set their rules when they first register. Over time, things change. Members can ask to update the rule book to deal with these changes.