General Meeting & AGM Rules for an Incorporated Association in NSW

Introduction

An incorporated association in NSW must follow specific rules for conducting meetings to ensure proper governance and legal compliance, a key aspect of NFP & charity governance and ACNC compliance. General meetings, including the Annual General Meeting (AGM) and special general meetings, are fundamental to an association’s operations, providing the formal structure for members to make valid decisions under the Associations Incorporation Act 2009 (NSW) (‘Associations Act’).

This article outlines the key procedures for committee members and public officers managing a NSW incorporated association. It covers notice requirements, quorum rules, how members can vote, the process for passing an ordinary or special resolution, and the legal obligations for keeping minutes for members to inspect.

Interactive Tool: Check If Your Meeting Notice & Voting Rules Are Compliant

Types of Meetings for Committee Members of an Incorporated Association in NSW

The Annual General Meeting

An incorporated association in NSW must hold an Annual General Meeting (AGM) to provide members with reports on its activities and finances. Under Section 37 of the Associations Act, the first AGM must occur within 18 months of registration. Subsequent AGMs must be held within six months after the close of the association’s financial year. 

The primary business conducted at an AGM for an incorporated association includes:

• Confirming the minutes from the previous AGM and any special general meetings held since.
• Receiving reports from the committee detailing the association’s activities over the last financial year.
• Electing office-bearers and ordinary members of the committee.
• Considering the association’s financial statements and, if applicable, the auditor’s report.

Special General Meetings

Special general meetings are convened to address specific or time-critical matters that fall outside the scope of an AGM. Therefore, an incorporated association may call a special general meeting to handle business that cannot wait until the next scheduled annual general meeting.

These meetings are typically held for a distinct purpose, including:

• Considering an appeal from a member against a committee decision; or
• Making an urgent choice that requires the approval of the general membership.

Furthermore, the business discussed is limited to the matters for which the meeting was called.

Committee Meetings

Committee meetings are held for the governing body of an incorporated association to manage its day-to-day affairs. These meetings allow the committee to exercise its powers and carry out its functions, which are not required to be handled by the association in a general meeting.

According to Section 28 of the Associations Act, an incorporated association must establish a committee with at least three members. In addition, each committee member must be 18 years of age or older, and a minimum of three members must ordinarily reside in Australia.

Notice Requirements for a General Meeting for NSW Non-Profit Administrators

Timeframes for an Annual General Meeting

An incorporated association in NSW must provide members with adequate notice before an Annual General Meeting (AGM). 

The specific timeframe is governed by the association’s constitution. If an association has adopted the model constitution, clause 30 of Schedule 3 of the Associations Incorporation Regulation 2022 (NSW) (‘Associations Regulation’) sets out the minimum notice periods.

Under the model constitution, the secretary must give each member notice of a general meeting as follows:

• at least 14 days before the meeting for ordinary business; and
• at least 21 days before the meeting if a special resolution is to be proposed.

This 21-day requirement for a special resolution is also mandated by Section 39 of the Associations Act. The notice must include the exact terms of the proposed special resolution and state that it is intended to be passed as such. 

Ultimately, this ensures members have sufficient time to consider significant decisions before they vote.

Giving Notice for Special General Meetings

Special general meetings are convened to address specific or urgent matters that cannot wait until the next AGM. The notice requirements for these meetings are just as important to ensure the validity of any decisions made.

In addition, the association’s constitution will specify the exact procedures for calling and notifying members of a special general meeting.

The notice for a special general meeting must clearly state the purpose of the meeting. According to clause 30 of the model constitution in Schedule 3 of the Associations Regulation, the notice must specify:

• the place, date, and time of the meeting; and
• the nature of the business to be transacted.

Only the business specified in the notice can be addressed at the meeting. The notice period is the same as for an AGM, requiring at least 14 days for ordinary business and at least 21 days if a special resolution is on the agenda, as required by Section 39 of the Associations Act.

Quorum Rules & Procedures for Governance Advisers

Establishing a Quorum at AGMs

A quorum is the minimum number of members that must be present for a general meeting to proceed and make valid decisions, a critical component of NFP & charity governance and ACNC compliance.

For an incorporated association in NSW, the constitution must specify the quorum for general meetings, as required by Schedule 1 of the Associations Act. Therefore, no business can be lawfully conducted at an annual general meeting (AGM) unless a quorum is present.

Under clause 31 of the model constitution in Schedule 3 of the Associations Regulation, the quorum for a general meeting is five members who are present and entitled to vote. 

While many organisations adopt this number, an incorporated association can set a different requirement in its constitution. For instance, larger associations often stipulate a minimum percentage of the total membership rather than a fixed number.

Managing Adjourned Meetings

If a quorum is not present within half an hour of the scheduled start time for a general meeting, specific procedures must be followed.

According to clause 31 of the model constitution in Schedule 3 of the Associations Regulation, the meeting’s outcome depends on how it was called:

• Convened by members: The meeting is dissolved.
• Convened in any other case: The meeting is adjourned to the same day, time, and place in the following week.

The member presiding at the meeting can specify a different location for the adjourned meeting at the time of adjournment. Alternatively, written notice of a new venue can be given to members at least one day before the rescheduled meeting. 

In essence, if a quorum is still not present within half an hour of the start time of the adjourned meeting, the members who are present will constitute a quorum, provided there are at least three.

How General Members Vote & Use a Proxy at a General Meeting

Standard Voting Methods

At a general meeting for an incorporated association in NSW, members can vote on motions using several standard methods. The specific procedures are determined by the association’s constitution and the member presiding at the meeting.

Common methods for casting a vote include:

• Show of hands: The chairperson asks members who support a motion to raise a hand, followed by those who oppose it, which is a common method for straightforward decisions where a precise count is not initially required.
• Standing: Similar to a show of hands, members stand to indicate their vote, making counting easier in a larger meeting.
• Voice: The chairperson asks members to say “Aye” for a vote in favour and “No” for a vote against, with the outcome decided based on which side is audibly louder.
• Written ballot: For more formal or contentious matters, a written ballot may be used to ensure a precise and often confidential vote count. Clause 34 of the model constitution in Schedule 3 of the Associations Regulation allows for this if the presiding member or at least five members request it.

Electronic & Postal Ballots

An incorporated association in NSW can conduct a vote by postal, electronic, or a combined ballot, but only if its constitution permits it. Under Section 38 of the Associations Act, this method can be used to pass an ordinary or special resolution without holding a physical general meeting.

The process for these ballots is detailed in Schedule 2 of the Associations Regulation and involves several key steps:

• Preparing a statement: The committee must prepare a statement detailing the matter to be decided and appoint a returning officer, who cannot be a committee member.
• Preparing a roll: The returning officer prepares a roll of all members entitled to vote.
• Distributing ballot papers: Each eligible member receives a ballot paper with instructions, the question to be determined, and information on the closing date. For a special resolution, this must be provided at least 21 days before the ballot closes.
• Managing returns: The returning officer is responsible for securely storing the returned ballots, rejecting any informal votes, and ascertaining the result.
• Recording the result: After the ballot closes, the returning officer provides a signed statement of the result to the association’s secretary, who must record it in the minute book.

Rules for Proxy Voting

A member of an incorporated association can appoint another person as a proxy to attend and vote on their behalf at a general meeting only if the association’s constitution explicitly allows it. Moreover, the Associations Act requires that an association’s constitution must state whether members are entitled to vote by proxy.

It is important to note that clause 34 of the model constitution, found in Schedule 3 of the Associations Regulation, expressly prohibits proxy voting. Therefore, an incorporated association that has adopted the model constitution without modification does not permit members to vote by proxy.

If an association wishes to allow proxy voting, it must formally amend its constitution to include specific rules and procedures for appointing and using a proxy.

Passing a Special Resolution & Ordinary Resolution for Committee Members

Requirements for an Ordinary Resolution

An ordinary resolution is a formal decision passed by an incorporated association in NSW through a majority vote. Under Section 38 of the Associations Act, a resolution is passed as an ordinary resolution if it receives support from more than half of the votes cast by members who are entitled to vote.

This type of resolution can be passed through several methods, including:

• at a general meeting of the incorporated association; or
• through a postal, electronic, or combined ballot.

Additionally, the specific procedures for conducting a ballot are outlined in the Associations Regulation.

Notice & Voting Rules for a Special Resolution

A special resolution is required for significant decisions within an incorporated association, such as altering its constitution or name. The process for passing a special resolution is more stringent than for an ordinary resolution, as detailed in Section 39 of the Associations Act.

The key requirements for passing a special resolution at a general meeting in NSW include:

• Notice Period: Members must be given at least 21 days’ notice before the meeting where the special resolution is to be proposed.
• Notice Content: The notice must specify the exact terms of the proposed resolution and include a statement that it is intended to be passed as a special resolution.
• Voting Threshold: The resolution must be supported by at least three-quarters (75%) of the votes cast by members who are entitled to vote on the matter.

In addition, a special resolution can also be passed through a postal, electronic, or combined ballot if the association’s constitution allows for it. In specific circumstances where a meeting or ballot is impractical, the Secretary of NSW Fair Trading may direct an alternative manner for passing the resolution.

Keeping Minutes to Inspect & Record Meeting Outcomes for Public Officers

Formalisation of Annual General Meeting Minutes

An incorporated association in NSW must keep minutes of its general meetings, including the Annual General Meeting (AGM), under Section 50 of the Associations Act. The secretary is typically responsible for ensuring an accurate record of the proceedings is created and confirmed at the next meeting.

The minutes serve as the official record of the AGM and should be drafted with clarity and precision. Key details to include are as follows:

• Meeting logistics: The date, time, and location of the meeting.
• Attendance: The names of members present and any apologies received.
• Quorum: Confirmation that a quorum was present.
• Previous minutes: Confirmation of the minutes from the previous AGM and any special general meetings.
• Motions and resolutions: The exact wording of every motion and resolution, including the names of the members who moved and seconded them.
• Voting outcomes: The outcome of each vote, including the method used, such as a show of hands or a written ballot.
• Committee reports: A summary of reports presented by the committee, including financial statements.
• Elections and appointments: Details of all elections and appointments of office-bearers and committee members.

Under clause 18 of the model constitution in Schedule 3 of the Associations Regulation, the minutes must be signed by the presiding member at the meeting or the member presiding at the subsequent meeting to verify their accuracy.

Record Storage for Member Inspection

An incorporated association must keep its records, including minutes and financial documents, for at least five years, as required by Regulation 15 of the Associations Regulation. These records can be stored in either written or electronic form, provided the electronic records can be converted to a hard copy.

Members of an incorporated association in NSW have the right to inspect these records. Clause 43 of the model constitution in Schedule 3 of the Associations Regulation states that documents must be available for members to inspect free of charge at a reasonable time, including:

• Constitution: The association’s constitution;
• Meeting minutes: Minutes from all committee meetings and general meetings; and
• Other documentation: All other records, books, and documents relating to the association.

The association’s constitution must specify where these documents are kept. According to clause 42 of the model constitution in Schedule 3 of the Associations Regulation, records must be kept in NSW, either at the association’s main premises or its official address, in the custody of the public officer or another designated member. 

Furthermore, members may also obtain a copy of these documents, though the association may charge a small fee per page.

Conclusion

An incorporated association in NSW must follow specific rules for conducting any general meeting, including the AGM, to ensure legal compliance under the Associations Act. These obligations cover everything from providing correct notice and meeting a quorum to the specific methods required to vote on and pass an ordinary or special resolution.

Adhering to the Associations Act and your constitution is fundamental for maintaining good governance for your incorporated association. For tailored guidance on managing your general meetings and passing resolutions correctly, contact LawBridge’s experienced not-for-profit lawyers today to ensure your operations remain compliant.

Frequently Asked Questions