Meetings

Notice of general meeting

The requirements for a minimum period of notice, how notice is to be given and what information must be included in a notice are designed to help members make a decision on exercising their rights. The notice needs to give enough time for members to find out about the meeting and what the meeting is going to be about, so they can decide if they want to participate in the business of the meeting, and if so prepare themselves to participate.

Ways to give notice

Notice of a general meeting must be given in the way set out in the corporation’s rule book.

Extensions and exemptions – meetings

Corporations can ask for exemptions from requirements about meetings. This includes general meetings, directors’ meetings, minutes of meetings.

Decisions without a meeting

Members and directors can pass resolutions without a meeting. These are called ‘circulating resolutions’. The proposed resolution is written down and sent to all the people who can vote on it.

Passing a resolution outside a general or directors' meeting

To pass a circulating resolution, every director or member who can vote on the matter must sign the document saying they agree to the resolution. This gives a unanimous agreement.

The resolution is passed when the last person signs it.

Virtual meetings

The CATSI Act allows corporations to hold meetings using technology such as telephone or by video call. Although there are benefits of meeting in person, sometimes it’s not always practical or possible.

General meetings (including the annual general meeting [AGM]) can be held across 2 or more locations using technology as long as the members as a whole can participate.

Chairing meetings

Corporations need someone to chair general meetings and directors’ meetings.

Minutes of meetings

Rules for keeping minutes

Corporations cannot change the rules about keeping minutes of meetings. They must follow the CATSI Act.

All corporations must keep minute books.

Resolutions and voting at directors' meetings

Resolutions

Decisions at directors’ meetings are made by passing resolutions.

The CATSI Act says that resolutions at directors’ meetings must be passed by the majority of votes cast by the directors. If the vote on a resolution is tied, the chair of the meeting has a casting vote. This is in addition to the vote the chair has as a director.

Running a directors' meeting

Learn how to run a directors' meeting, including having a quorum, selecting a chairperson, declaring conflicts of interest and what to do after the meeting.

Calling directors' meetings

The CATSI Act sets out the rules for meetings but there are some parts of the law that corporations can change in their rule book. Corporations need to set out in their rule book how often their directors' meetings will be held. We recommend that directors meet at least every 3 months. For corporations that are not very active, holding meetings less often may be appropriate.

Meetings for directors

Meetings of directors are where decisions about the business of the corporation are made. Directors must hold regular directors’ meetings to ensure that the business of the corporation is on track and looked after.

Directors’ meetings are for: