Members of a corporation cannot call a general meeting or annual general meeting, unless the corporation’s rule book says otherwise.
Directors of an Aboriginal and Torres Strait Islander corporation are responsible for calling general meetings and annual general meetings.
But... members of a corporation can request the directors to call a general meeting (section 201-5 of the CATSI Act).
Why would members request a meeting?
Some reasons why members may want to request a general meeting could be to:
- remove a director/s or appoint a new director/s
- remove people as members
- request changes to the rule book
- ask questions about the corporation’s finances or any other matter of concern.
These items would be included as resolutions in the request to the directors and also signed by the required number of corporation members.
Examples of resolutions that do not fall within the scope of general meeting business are:
- employment matters, such as terminating or employing a CEO
- business decisions, such as agreeing to a contract or a lease (this is the job of the directors).
If unsure about anything, remember always check your corporation's rule book.
Propose a resolution at the next general meeting
If a matter is not that urgent, members of a corporation can wait until the next general meeting or AGM to propose their resolution/s.
After a valid notice of the resolution/s has been given to a corporation, it can be considered at the next general meeting as long as it takes place more than 28 days after the notice is given.
The process and required number of members needed to propose a resolution at a general meeting or an AGM are generally the same as for a request to call a meeting.
The process for members to request a meeting
A request to the directors to call a general meeting, must tick these boxes:
- be in writing and be given to the corporation
- state any resolutions to be put to the meeting (why you want a general meeting)
- be signed by the required number of members
- nominate a contact member on behalf of the members making the request
It is important that the correct number of members request a general meeting.
The following table shows how many members are usually necessary:
| No. of members in a corporation | No. of members required to ask for a general meeting |
|---|---|
| 2 to 10 | 1 member |
| 11 to 20 | 3 members |
| 21 to 50 | 5 members |
| 51 members or more | 10 per cent of members |
Example template: Request by members for directors to call a general meeting
Responding to a request
Directors DO NOT HAVE to call a general meeting just because the members have asked them to.
If the request does not tick all the boxes, the directors may decide that the request is not valid. If that is their decision, they should notify the nominated contact member.
However, if the directors receive a valid request they have 21 days to consider it.
They then have two choices. They can:
- call the general meeting, providing at least 21 days’ notice of the meeting to all members
- write to the Registrar asking for permission to deny the request because in their opinion it is frivolous (silly and unimportant) or unreasonable; or not in the best interests of the members.
Directors need to let the nominated contact member know that they have applied to the Registrar for permission to deny the request.
If the directors fail to respond to a request, the nominated contact member for the members requesting the meeting should advise the Registrar.
Members CANNOT call a general meeting even when directors do not act on their request.
Making the call
If the directors call a general meeting
The directors must give at least 21 days’ notice of the meeting to all members and the corporation’s auditor (if it has one). The actual meeting could be held much later than the minimum 21 days’ notice and will depend on what date is suitable for the members and directors.
If the directors involve the Registrar
The directors have 21 days to consider a request for a general meeting. If the directors apply to the Registrar for permission not to call the general meeting the Registrar has up to 21 days to consider the request. Until this process is complete the members will not know whether the general meeting will be called by the directors or not.
THEN the Registrar either:
- grants permission to deny the general meeting, no meeting will be held.
- does not grant permission to deny the general meeting—a general meeting must be called within 21 days and notice of the meeting sent to all members. The actual date of the meeting will be decided by the directors.
Further information
Further information is available in: