Newsletter February 2015: General meetings whose call? (centre spread)

Oracle newsletter centre spread

Requesting 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:

  1. call the general meeting, providing at least 21 days’ notice of the meeting to all members
  2. 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 at www.oric.gov.au in:

freecall: 1800 622 431 (not free from mobiles)   email: info@oric.gov.au   website: www.oric.gov.au

Artwork: Cockatoo images (2007) © Thomas Munkanome/Licensed by Viscopy, 2015