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
The CATSI Act provides members with the right to ask directors to call a general meeting. This is a members’ request or often called a members’ petition.
Members of a corporation cannot call a general meeting or AGM unless the corporation’s rule book says they can.
When should members ask directors to call a general meeting?
Examples of when it may be appropriate to request directors call a general meeting (including an AGM) could be to:
- remove a director(s) or appoint a new director(s)
- request changes to the corporation’s rule book
- hold an AGM if the directors are not fulfilling their obligation to do so
- ask questions about the corporation’s finances or any other matter of concern.
Sometimes members want a general meeting not to propose resolutions but to ask questions or be better informed of the corporation’s business. Members might also want a general meeting to discuss and resolve issues that are affecting the corporation.
Members may want a general meeting to propose resolutions they have no power to under the CATSI Act, such as:
• terminate the Chief Executive Officer or other corporation staff
• make operational decisions for the corporation
• request information they are not entitled to such as staff salaries or directors’ meeting minutes.
Resolutions that members have no power to ask for are not binding on a corporation. This means the corporation does not have to take action on the resolutions. If members are proposing resolutions they have no power to, they should consider raising their concerns with directors another way.
If none of the proposed resolutions for a general meeting requested by members would be binding on the corporation, the directors may seek permission from the Registrar to deny the members’ request for a general meeting. This could be on the grounds of it being frivolous, unreasonable, or not in the interests of members as a whole.
How do members ask directors to call a general meeting?
Under the CATSI Act, a minimum number of members is required to ask directors to hold a general meeting as set out in the table below. You need to meet this requirement to take this action.
| 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 |
A request to the directors to call a general meeting must be made in writing, and:
- state any resolutions to be put to the 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.
What happens after a request is made to directors asking for a general meeting?
Directors need to determine that the members’ request meets the requirements of the CATSI Act. This is sometimes called a ‘valid request or petition’. Only directors can decide whether a members’ request meets the requirements of the CATSI Act (is valid). ORIC can’t make this assessment.
If the directors decide a members’ request for a general meeting does not meet the requirements of the CATSI Act (is not valid), the directors need to advise members. In this situation, directors do not need to hold the general meeting or seek permission from the Registrar to deny the members’ request to hold the meeting. Directors should advise the members why their request does not meet the requirements of the CATSI Act and is not valid.
If the members’ request meets the requirements of the CATSI Act (is a valid request), the directors have 21 days to meet and consider it. Directors must then either:
- call a general meeting providing 21 days notice of the meeting to all members
- seek permission from the Registrar to deny the request because they believe it is frivolous or unreasonable; or not in the best interests of the members.
If directors seek permission from the Registrar to deny the members’ request, they need to:
- advise the contact person nominated for the members requesting the meeting
- confirm they have decided the members’ request meets the requirements of the CATSI Act (is a valid members’ request)
- set out why they believe the request is frivolous, unreasonable, or not in the interests of the members as a whole.
If a director advises ORIC that the members’ request does not meet the requirements of the CATSI Act, the Registrar will respond to the director saying they:
- don’t seek permission from the Registrar to deny the members’ request
- can instead tell the members their request does not meet the requirements of the CATSI Act
- can withdraw their request seeking permission from the Registrar to deny the members’ request and if they don’t withdraw it, ORIC is required to make a decision about their request. And this decision may be to either approve the request for permission to deny the members’ request for a general meeting or to refuse the director’s request – which means they have to call the meeting.
What happens if the directors ask the Registrar for permission to deny the members’ request for a general meeting?
The Registrar has 21 days to consider the request.
The Registrar can refuse the director’s request. That is the Registrar does not give permission for the directors to deny the members’ request for a meeting.
In this case the general meeting must be called 21 days after the corporation is advised that the request has been refused.
The Registrar can approve the request. That is granting permission for the directors to deny the members’ request. In this case the general meeting will not be held.
The Registrar can also refuse the request but indicate to the directors those resolutions proposed by members which would not be binding on the corporation. The directors may decide not to hear those resolutions at the general meeting as they are not binding.
What if I don’t agree with the Registrar’s decision?
The Registrar’s decision to approve or refuse a request to deny a members’ request to call a general meeting is a reviewable decision under the CATSI Act.
This means that people whose interests have been affected by the decision can apply to the Registrar for the decision to be reviewed.
For example the directors might not agree with the Registrar’s decision to refuse their request for permission to deny the members’ request.
Or members might not agree with the Registrar’s decision to approve the director’s request granting them permission to deny the members’ request for a meeting.
An ORIC officer who was not involved in making the decision then conducts the review.
Directors: Responding to a request from members
Members can request directors call a general meeting. Directors need to work together when they receive such a request.
What do directors need to do when members request a general meeting be called?
Directors need to assess whether the members’ request for a general meeting meets the requirements of the CATS Act (is valid). This is the role of directors. ORIC cannot assess whether the members’ request meets the requirements of the CATSI Act.
Under the CATSI Act, a minimum number of members is required to make the request for directors to hold a general meeting as set out in the table below.
| 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 |
The request to hold a general meeting must be made to the directors of the corporation in writing, and:
- state any resolutions to be put to the meeting
- be signed by the required number of members in a valid format
- nominate a contact member on behalf of the members making the request.
If the members’ request does not meet the requirements of the CATSI Act, directors do not need to call the meeting. Directors need to advise the members that the request did not meet the requirements of the CATSI Act. They can do this by contacting the nominated contact in the members’ request. Directors should give the reasons that the members’ request does not meet the requirements of the CATSI Act – is not valid.
If the request does not meet the requirements of the CATSI Act but the directors believe the request has been made in good faith, the directors could consider if granting the request anyway would be in the best interests of the corporation. This could be if the directors believe an issue needs to be resolved to prevent the situation escalating.
If directors determine a meeting would not be appropriate, they should consider addressing the concerns raised by members another way.
What if the members can’t ask for their proposed resolutions?
Sometimes members propose resolutions they have no power to under the CATSI Act. This doesn’t mean that the members’ request does not meet the requirements of the CATSI Act.
But if the members are asking for resolutions that don’t have power to, this may be a consideration for directors as to whether the members’ request is frivolous or unreasonable, or contrary to the interests of members as a whole.
What if the directors determine the members’ request meets the requirements of the CATSI Act?
If the directors decide the members’ request meets the requirements of the CATSI Act, the directors have 21 days to consider it, and then can either:
- Call a general meeting providing 21 days notice of the meeting to all members. Good practice is that the meeting is then held no more than 42 days from when the members’ request was made.
- Seek permission from the Registrar of Aboriginal and Torres Strait Islander Corporations (the Registrar) to deny the request because it is frivolous or unreasonable, or not in the best interests of the members. Directors must advise the members’ contact that they have sought the Registrar’s permission.
How do the directors seek permission from the Registrar to deny the members’ request for a general meeting?
One director on behalf of all the directors is required to apply to the Registrar for permission to deny the members’ request for the meeting.
The easiest way to do this is using the form available in myCorp.
The director’s request needs to explain why the directors believe the members’ request is frivolous or unreasonable, or contrary to the interests of the members as a whole.
If directors seek permission from the Registrar to deny the request, they need to advise the contact person nominated for the members requesting the meeting.
What can a director expect after lodging a request for permission to deny a members’ request for a general meeting?
The Registrar has 21 days to consider the director’s request.
The Registrar can refuse the director’s request in which case the general meeting must be called 21 days after the corporation is advised that the request has been refused.
The Registrar may refuse the director’s request and highlight those proposed resolutions that are not binding on the corporation. This provides the opportunity to directors to either not hear those resolutions at the general meeting or to hear those resolutions but make it clear to members that they are not binding. If directors decide not to hear those resolutions, members need to be advised why.
The Registrar can also approve the request, in which case the general meeting will not need to be held.
The Registrar can advise they have no jurisdiction to assess the director’s request because the directors have advised that the members’ request does not meet the requirements of the CATSI Act.
What if the directors do not agree with the Registrar’s decision?
The Registrar’s decision to approve or refuse a request to deny a members’ request to call a general meeting is a reviewable decision under the CATSI Act.
This means that people whose interests have been affected by the decision can apply to the Registrar for it to be reviewed. An ORIC officer who was not involved in making the decision then reviews it.
If the directors are required to call the general meeting because the Registrar has refused their request and the directors do not call the meeting and do not seek a review of the decision, the Registrar may consider regulatory action.