Reminder - Notice of meeting
Sport & Events eBulletin - 26 July 2012 - 26 July 2012
Now that the new financial year is well underway, we remind our clients to carefully consider the notice requirements for their annual general meeting (AGM).
Issuing valid, timely and comprehensive notices of meeting will prevent a great many headaches at and before the AGM. Unfortunately, many organisations overlook the importance of the notice.
When preparing the notice of AGM, below are some points to keep in mind.
- Your organisation's rules will generally have instructions about notices of meeting that must be complied with.
- Your organisation's governing legislation (usually the Corporations Act 2001 (Cth) or the relevant Associations Incorporation Act) may set out other notice requirements.
- The rules may require the secretary or CEO to call for notices of any proposed motions prior to issuing the notice of meeting.
- Usually, the notice must at least:
- include the date, time and place of the meeting;
- specify the business that will be transacted at the meeting, such as the election of officeholders and the consideration of financial accounts; and
- describe arrangements for proxy voting (if any).
- Generally, there is no requirement for the notice to include agenda items for discussion of 'general business' or consideration of resolutions proposed from the floor. The meeting cannot deal with matters outside the scope of the notice, so the business of an AGM should be confined via a well-drafted notice.
There are implications for an organisation which does not provide adequate notice of its AGM, including that:
- the meeting, including any business transacted at the meeting, may be invalidated;
- additional, properly notified, general meetings may need to be scheduled, causing delay and expense;
- time may be unnecessarily spent on issues that are not appropriate for consideration at an AGM;
- members' interests may be prejudiced by decisions about which they were not notified; and
- a resolution waiving the notice requirements may need to be passed by the members, which may not even be effective if absent members were prejudiced by the defective notice.
In some cases, the organisation's rules may allow for an accidental omission regarding notices. For companies, section
1322(3) of the Corporations Act allows for a failure to notify in circumstances where no "substantial injustice" has been suffered by the non-notified member. However, these rules should not be solely relied on in place of a valid, timely notice.
All information on this site is of a general nature only and is not intended to be relied upon as, nor to be a substitute for, specific legal professional advice. No responsibility for the loss occasioned to any person acting on or refraining from action as a result of any material published can be accepted.