February 2015: General meetings whose call?

Six people sitting around a table having a meeting

Above: A ‘mock meeting’ held as part of ORIC’s Introduction to Corporate Governance (ICG) training, Nhulunbuy ICG 2013.

Why have meetings at all?

Meetings give members an opportunity to come together face-to-face and talk about what is important for their corporation. It is at meetings where members can have a say in some important decisions about the corporation.

There are a number of different types of corporation meetings. The meetings involving the members of a corporation are called general meetings and annual general meetings (AGM).

Can members call a general meeting?

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 Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act).

Propose a resolution at the next general meeting

If the 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 (see centre spread).

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.

Members can only ask for meetings 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 unsure about anything, remember always check your corporation's rule book.