Calling general meetings and AGMs
To call a general meeting or AGM:
- there needs to be a reason to call the meeting (to hold the corporation’s AGM or to hold a general meeting on a particular issue or in response to a request from corporation’s members)
- choose a reasonable date, time and place (in person or virtual if the rules allow this) for the meeting so that most members and other attendees, such as the auditor, can attend
- give notice to everyone who is entitled to receive notice and attend.
Who calls general meetings
Directors call general meetings, including the AGM. It is best if all the directors are involved in the decision to call a general meeting and setting the agenda by passing a resolution at a directors' meeting. But any single director of a corporation may call a general meeting unless the corporation’s rule book provides otherwise.
Members of a corporation cannot call a general meeting or AGM unless the rule book says they can. But... members can ask the directors to call a general meeting.
Members: Asking directors to call a general meeting
Members of a corporation can request that the directors call a general meeting.
If members believe there is business to address and there isn't a general meeting scheduled soon they might consider requesting the directors call one.
Reasons why members might make a request
Members might ask the directors to call a general meeting to:
- remove a director/s
- appoint a director/s
- propose changes to the corporation's rule book
- ask questions about the corporations finances or performance
- carry out the business required at an AGM if the corporation hasn't held an AGM.
These items would be included as resolutions in the request to the directors and also signed by the required number of corporation members.
Members can only ask for meeting to cover general meeting business. 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 the matter is not that urgent, members of a corporation can propose their resolution/s for consideration at the next general meeting or AGM.
Requirements for the request
A request to the directors to call a general meeting must tick all these boxes:
- be in writing
- 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.
Members can use our template to make a request to directors, or make their own.
Required number of members to make a request
It is important that the correct number of members request a general meeting.
The number of members needed to make the request depends on how many members the corporation has. The following table shows how many members are usually necessary.
| Number of members in a corporation | Number of members required to ask for a general meeting |
| 2 to 10 members | 1 member |
| 11 to 29 members | 3 members |
| 30 or more members | The greater of: - 5 members or - 10% of members |
Directors: Responding to a request from members
Directors do not have to call a general meeting just because the members have asked them to.
If the directors do not respond to a members' request, the nominated contact member for the members requesting the meeting should contact the Registrar. Members CANNOT call a general meeting even when directors do not act on their request.
Directors: Check if the request from members is valid
A request to the directors to call a general meeting must tick all these boxes:
- be in writing
- 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.
The Registrar does not have the power to declare whether a request from members is valid or not – the directors make this decision.
If directors decide the request is not valid: let the members know
If the directors decide that a request from members is not valid (it doesn't tick all the boxes), directors do not have to call the meeting. The directors should notify the nominated contact member to tell them the decision.
If directors decide the request is valid: make a decision whether to call the meeting
If directors receive a valid request, they have 21 days to do one of these 2 options:
- call the meeting or
- write to the Registrar for permission to deny the request because they believe it is frivolous (silly and unimportant); unreasonable; or not in the best interests of the members as a whole. Directors need to let the nominated contact member know that they have applied to the Registrar for permission to deny the 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
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.
Then the Registrar either:
- grants permission to deny the general meeting. This means no meeting will be held.
- does not grant permission to deny the general meeting. This means the directors have 21 days to call the general meeting by sending a notice to all members. The actual date of the meeting will be decided by the directors.
Until this process is complete the members will not know whether the general meeting will be called by the directors or not.
General meetings called by the Registrar
The CATSI Act gives the Registrar power to call a general meeting in certain circumstances.
The Registrar may call a general meeting if:
- the required number of members (see above, under valid requests) has written to the Registrar requesting a general meeting
- a corporation has called a general meeting but it is not held within 14 days of the date scheduled
- a new corporation has not held a general meeting within three months of its registration
- the Registrar is satisfied that circumstances warrant calling the meeting.
The Registrar will chair the meeting or authorise someone else to do so.