Item 5 of 6 · back to the agenda
Running a meeting: notice, quorum, resolutions, minutes
A board or committee decision is only as sound as the meeting that made it: ASIC says that if a company meeting does not follow the relevant rules, someone might challenge a resolution in court. Those rules come from the law and from the organisation’s own constitution or rules, and this paper takes them in the order a meeting meets them.
General information, not legal advice. The official places to check are ASIC’s company meetings and resolutions page and, for an incorporated association, its state regulator: in NSW, NSW Fair Trading’s meetings page; in Victoria, Consumer Affairs Victoria’s meetings page.
5.1
Notice and the agenda
For a company, ASIC says meetings follow the Corporations Act and either the replaceable rules or the company’s constitution. The replaceable rules about meetings cover who can call them and how, the notice required, the quorum, voting and proxies, and record keeping.
For a NSW incorporated association, the constitution sets out how a management committee meeting is called and held, and the model constitution applies where it is silent. NSW Fair Trading says the notice of a committee meeting should include an agenda and must specify the matters to be dealt with. For general meetings under the NSW model constitution, members get at least 14 days’ notice of an annual general meeting, or 21 days if a special resolution is proposed.
In Victoria, Consumer Affairs Victoria describes committee meetings as usually less formal than general meetings, with less formal notice, while stressing that the association’s rules still apply and accurate minutes are still taken and stored. Victoria’s Act lets members take part in general meetings by technology that lets them clearly and simultaneously communicate, whatever the association’s rules say, and it also permits committee meetings to be held that way.
5.2
Quorum
“The quorum is the minimum number of members required to be present for a meeting to proceed. No business can be concluded at any meeting unless a quorum of members entitled to vote is present.”
NSW Fair Trading, Meetings
NSW Fair Trading adds that the quorum must be present when each item is considered, and that the constitution should state both the quorum and what happens if one is not present; for committee meetings, the constitution must specify them. For a company, ASIC lists the quorum, which it describes as how many members must be present to take a vote, among the topics the replaceable rules cover.
5.3
Resolutions, ordinary and special
A resolution is the formal way a decision is made and noted. For a company, ASIC says an ordinary resolution needs a simple majority, more than 50% of votes, and is used for things such as electing directors, appointing auditors or changing the number of directors; ASIC does not need to be told of one. Some resolutions are made by the directors themselves, such as the yearly solvency resolution. For a NSW association, an ordinary resolution passes if more than half of the formal votes cast support it.
Special resolutions are the weightier ones, and each regulator spells them out.
| Organisation | Passes with | Notice | Needed for, among other things |
|---|---|---|---|
| Company (ASIC) | At least 75% of votes in favour at a meeting; without a meeting, 100% of members entitled to vote sign in favour. | The meeting notice gives details of the resolution and the intention to vote on it. | Changing the company’s name or type, or winding it up. ASIC must be notified after certain special resolutions. |
| NSW association (NSW Fair Trading) | At least three-quarters of the valid votes cast, with a quorum present if put at a meeting. | At least 21 days, stating the intention to propose it as a special resolution and setting it out in full. | Changing the name, objects or constitution, amalgamating, or voluntarily winding up. A change of name, objects or constitution is lodged with NSW Fair Trading within 28 days. |
| Victorian association (Consumer Affairs Victoria) | At least 75% of members voting at the meeting, in person or by proxy if the rules allow, plus any further requirement in the rules. | At least 21 days to all voting members, giving the time, date and place, the resolution in full and the intention to propose it as special. | Changing the name or rules, amalgamating, or voluntarily winding up. |
NSW Fair Trading gives a worked example of how the votes count: an association with 100 members entitled to vote, of whom 50 attend or give a proxy, passes an ordinary resolution with 26 votes in favour and a special resolution with 38.
Ordinary resolution: 26 of the 50 votes
Special resolution: 38 of the 50 votes
Unless the constitution says otherwise, NSW Fair Trading says a resolution at a meeting is decided by a show of hands, and that proxy votes should generally only be used with a poll, a written vote, because that allows all of them to be counted.
5.4
What the minutes record
NSW Fair Trading says an association must keep minutes of all committee and general meetings, and gives a list of what committee minutes should include. Here it is, written into a blank minutes book.
Minutes should include
- Where the meeting was held, and its day, date and time
- When it began
- Who attended, and any apologies
- The chair’s announcement, if made, that a quorum was present and the meeting duly constituted
- A reference to the previous meeting’s minutes, and their signing as a correct record
- Every resolution put, and whether it passed with the required majority
- Anyone voting against or abstaining, if they ask for it to be recorded
- Appointments made, people elected to office, and any leave of absence granted
- An overview of discussions on decisions made
- The date and time of the next meeting, if set
- The time the meeting ended
A disclosure of interest made at a NSW committee meeting is recorded in the minutes as well. In Victoria, the minutes of an annual general meeting must include a copy of the financial statements presented, the certificate signed by two committee members, and any review or audit report.
5.5
Signing, keeping and showing the minutes
Companies. ASIC says a resolution must be put into the company’s records within one month of the vote, in minutes signed by the chair of that meeting or of the next one.
NSW associations. Minutes should be signed by the chair of the meeting or of the next meeting. They may be kept in writing or electronically, as long as a hard copy can be produced within a reasonable time for anyone entitled to inspect them, and NSW Fair Trading says minutes must be kept indefinitely.
Victorian associations. A member may inspect the rules and the minutes of general meetings at a reasonable time, and must be given a copy within 14 days of a written request. Committee minutes are open to members only if the rules allow.
Next item6. Committee members of an incorporated association: NSW and Victoria