The general meeting is where the members exercise the powers the Act reserves to them. Sections 65 to 70 lay down the minimum framework and leave the rest to the rules.
The rules govern procedure
Section 65(1) of the Associations Incorporation Act 2023 provides that meetings of members “must be held in accordance with the rules, and the rules must include provisions for the procedures governing those meetings”. The Schedule requires the rules to state the quorum and procedure at general meetings (item 6), the time and manner of giving notices of meetings and motions and the manner of calling general and special meetings (item 7), and the intervals between general meetings, which must be at least once a year (item 10). A meeting held without the quorum, or on shorter notice than the rules require, is irregular, and its resolutions can be challenged under section 52.
Remote participation
Unless the rules provide otherwise, members “may participate in any meeting of the members by means of remote communication (including by conference call)”, and members so participating are deemed present, may vote, and the association must keep a record of their votes (section 65(2) and (3)). For a national body with members in every province this is a significant relaxation; a meeting by telephone or video link is valid without any provision in the rules, and the rules must positively exclude it if the association wants members to attend in person.
The annual meeting
An incorporated association “shall hold an annual meeting of members once every calendar year”. It need not hold its first annual meeting in the calendar year of registration, but must then hold it within 18 months after registration. A public benefit association need not hold an annual meeting if all of its members agree. A member benefit association need not hold one if all its members agree or its rules state that an annual meeting need not be held.
The annual meeting is where the annual report is presented (it must be available for inspection a month beforehand under section 75), the auditor is appointed for associations that need one (section 82(1)), and committee members are elected under most rules. An association registered in March must hold its first annual meeting by the following September at the latest; one registered in November has until the May after next.
Special meetings
Section 67 provides that a special meeting of the members entitled to vote on an issue “(a) may be called at any time by one-third of the committee members; and (b) must be called by the committee on the written request of the members carrying together not less than 33% of the membership votes that may be cast on the issue”. The second limb is the members’ safeguard against an entrenched committee: a third of the votes compels a meeting, at which committee members can be removed by ordinary resolution under section 25 or the rules changed by special resolution. If the committee ignores the requisition, section 70 supplies the remedy.
Notice
The rules fix the ordinary notice period. The Act fixes one itself: a special resolution can only be passed at a meeting of which not less than 21 days’ notice, specifying the intention to propose it as a special resolution, has been duly given (section 64(3)). Notice may be delivered to the member’s registered address, handed over, emailed to an address the member has provided, or given by any other means the rules permit (section 140), and a posted notice is treated as received five working days after posting (section 141(1)(b)). See special resolutions.
At the meeting
Each member has one vote unless the rules say otherwise, joint members each vote (sections 63(3), 64(1)), and an ordinary resolution passes by a simple majority of votes cast. Unless a poll is demanded, the chairman’s declaration that a resolution is carried is conclusive (section 64(4)). Minutes of all meetings and resolutions must be kept for seven years and be open to members (section 84(1)(f)). Sub-committees created by the members must be proportionally representative of the gender make-up of the membership, and the committee must respond in writing within 30 days to their recommendations (section 35(4) to (7)).
Court-ordered meetings
Under section 70 the National Court may, on the application of a committee member or a creditor, or the Registrar in the case of a public benefit association, order a meeting of members to be held or conducted as the Court directs, where “it is impracticable to call or conduct a meeting of members in the manner required by this Act or the rules” or “it is in the interests of an incorporated association that a meeting of the members be held”. A committee that refuses a lawful requisition, a deadlock over who the members are, or a rule whose quorum can never be reached, are all cases for section 70. A member who is not a committee member cannot apply directly but can ask a committee member or a creditor to do so, or seek a compliance order under section 52.
Sources
- Associations Incorporation Act 2023 — ss 25, 35(4)–(7), 52, 63–70, 75, 82(1), 84(1)(f), 140, 141, Schedule items 6, 7, 10
Before relying on anything here, read the current text of the Associations Incorporation Act 2023 and check for later amendments. If a decision matters to you, get advice — start with the Office of the Public Solicitor, or find a firm in the law firms directory.