Annual General Meetings

The Annual General Meeting is an important event. It gives members and the general public a broad overview of the organisation's current directions and its financial health. It’s also the time to revitalise the organisation through electing the right people into key positions.

More often, thought, the AGM is treated as an unpleasant formality – something that has to be done to comply with government regulations. Your organisation should try to make the AGM a positive experience, from which people can go away firmly committed to the organisation and its goals.

At the minimum, this means running the meeting efficiently by the rules. Run through the following pointers to make sure you’re on top of all that needs to be done before, during and after the event.

WHAT ARE YOU TRYING TO ACHIEVE?

PREPARATION

The AGM is usually organised by the Secretary, with assistance from the rest of the organisation, but this can be altered if someone else volunteers. It is important, though, that everybody in the organisation knows who is responsible.

Date - The rough date of the AGM will be set by the state legislation – within three or six months of the end of the financial year, for example. Otherwise just try and strike a time that doesn’t clash with school holidays, festivals, or the like.

Advertisement - If you are an incorporated association, the legislation in most Australian states requires that you advertise your AGM to your members two weeks or a month beforehand, by mail. There used to be a requirement that you also advertise it in a newspaper circulating in your area. Though an advertisement is not now required by law, you may consider doing it anyway to encourage public involvement and an inclusive atmosphere. A small block in the classifieds is enough. Give the name of the association and the place, date and time of the meeting.

Office bearers and Committee - Confirm which of your current office bearers will return the following year and who will be retiring. Check your constitution to see if anybody's ineligible to stand. If there are vacancies, make sure that you have approached people who are willing to fill them.

Don’t leave it till the last moment – your constitution will probably say that nominations have to be received at least a week in advance. Most importantly, try to ensure that you have enough good nominations to fill the available positions. If people are to be nominated in their absence, have them sign a document saying that they are willing to stand.

Minutes - There’s an irremovable problem with AGM minutes – as you have this meeting only once a year you can either send the minutes out shortly after the last meeting, when people lose them, or just before the next meeting, when people have forgotten what happened at the meeting. On balance, we favour doing both. Note that voting on accepting the minutes is not confined to those who were present at the meeting.

Auditor - All incorporated associations have to produce accounts, but in general only large organisations are required to have them fully audited by a registered auditor. If you are required or decide to present an audit of your accounts at the AGM, leave enough time for the auditor to go through your books and prepare your accounts.

Make an appointment well in advance; this is a busy time for auditors. Ensure that the auditor knows the exact date of the AGM. Have a nomination ready for the position of next year's auditor from somebody who you have approached and who is willing to act. It’s customary to elect the auditor at the AGM, but this is in fact not a legal requirement.

Publicity - In some cases the AGM can be used to gain publicity for the organisation. For example, if you have a guest speaker or an announcement that you think may be of more general interest than just to your own membership, you could prepare and circulate a press release. This must be handled with care – like any meeting, AGMs can sometimes bring up quite sensitive issues that you may not wish to publicise. You must weigh up your priorities for promoting the organisation carefully.

Meeting papers - Prepare the following documents and post them out to all members and office bearers in advance of the meeting:

• A set of accounts – balance sheet and financial statement – in the required format.

• Annual Report – the annual report must contain the accounts, and should also contain a summary of the year's activities, a record of the year's achievements, and a preview of what’s planned for the next year

• The Agenda for the meeting

• Minutes – the relevant minutes are the minutes from the previous AGM, not the previous Committee meeting.

Communicate with your members - The AGM provides a good opportunity for the office bearers and the management to interact with the membership – to answer their questions and seek their views. Ordinary members are able to raise their concerns and participate.

There should, of course, be opportunities for members to be involved throughout the year, but the AGM provides a minimum safety net to make certain that this is not overlooked in the rush of work. You may wish to send special invitations to local dignitaries, local members, and donors and prospective donors.

Be transparent - Whether you are an incorporated association or not, organisations need to be accountable to the public and to their members. This is your opportunity to report on the results of your strategic plan. Did you achieve all your expected outcomes over the past year and what you do you plan to do in the next as a result.

On the Day (or Night)

Have copies of the constitution on hand. If you have to look at them, the meeting is in difficulties. When in doubt, the Chair’s ruling is decisive.

Members -  Many organisations make a practice of signing up new members and renewing old members before the meeting. Strictly speaking, new members don’t become members until approved by the board/committee and so can’t vote at that AGM.

Chair’s Report - While there’s no legal obligation to do so, it’s a good idea to have the Chair report on behalf of the board/management committee and the organisation on the achievements and developments of the past year. This gives people a chance to find out what’s happening and a chance to ask questions, and is your opportunity to show new members that it’s not all routine formalities.

Financial Reports - Incorporated associations are legally obliged to pass out particular financial documents at their AGMs; basically,

• the income and expenditure of the association during its last financial year,

• the assets and liabilities of the association at the end of its last financial year,

• the mortgages, charges and other securities of any description affecting any of the property of the association at the end of its last financial year.

Legislation in most states provides that you must have your accounts audited if your budget is above a certain level. If you are below this level, you can still have your accounts audited; it may be more expensive, but it provides some assurance that nothing has been overlooked that is likely to damage the organisation. Note, again, that because you have to make a report to your members at the meeting doesn’t mean that you have to send that particular set of financial reports out to anyone else. The annual report that you send to stakeholders and donors can be different and better focussed.

Business -  It’s unusual to have any consequential business discussed or passed at the AGM. Any business except constitutional amendments can be handled at a board/committee meeting, and if something can be done in a smaller meeting with fewer complications then it’s generally safer to do that.

Elections -  At the meeting you need to validly elect key office bearers. Depending on the size and nature of the organisation, the AGM is the time to publicly elect the Chair, Deputy Chair, Secretary, Treasurer, and other board/committee members. General outlines of the election procedures will be in the constitution. If the board/committee hasn’t got around to directing a proper manner for its elections, keep it simple. Have the meeting elect a returning officer, pass out ballot papers to members (it’s rare for there to be any disagreement about who’s a member, but keep a list handy just in case), collect the papers, count them, and announce the new office bearers.

Documentation -  Most Australian states require you to send in an annual report after your AGM. The content varies from state to state – some just want the accounts, some ask for a list of office bearers, some charge extra for the forms or the lodgement.

Meeting Procedure -  The procedures at the AGM are basically the same as those at an ordinary committee meeting. Motions must be moved

• to accept the minutes of the last AGM

• to approve the Chair's Report (the Annual Report)

• to approve the Treasurer's Report (the Financial Statement)

Motions must be seconded, and a vote (generally a show of hands) taken.

The only special procedural provisions at an AGM are that:

• the quorum may be different (consult your constitution)

• if the position of Chair is being contested, the Chair should stand down from the Chair during the election and be replaced by an acting Chair (someone who is not standing for any position) specially elected just for the period of the election

Guest Speaker -  The AGM is a good opportunity to have a guest speaker share knowledge or information about an area of the industry that may be relevant or applicable to your organisation.


Other Entertainment -  If you’re intending to put on a bit of a show for your members or the media – a guest speaker, a video showing, or an important announcement organise it well in advance so that you can be sure that everybody knows what they are supposed to be doing and you have all the necessary technical equipment in good working order. If your organisation lends itself to a visual presentation, consider preparing a display of your work during the year.

AFTER THE AGM

Documentation -  Make sure that the minutes are written up shortly after the meeting. If (as sometimes happens) they are left to the evening before the mail out, the Secretary may have difficulty finding last year's notes. Ensure that you send any necessary documentation, for example the audited statement and change of public officer to the appropriate state/territory government department.

Handover -  Retiring office bearers must hand over the operations to the new person, together with all documents, rubber stamps, bank details, computer programs, etc. Retiring officers should also give their successors briefings describing key processes and current priorities and challenges.

Banking - If any of the people who are retiring from the board/committee are signatories to the organisation's bank account, try to have the necessary forms on hand so that the new signatories can be authorised after the meeting.

Please view one of the two attachments.

Attachment One

Attachment Two

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