Annual General Meetings
The current lockdown has made it impossible for many charities to hold their Annual General Meeting (AGM) in person. An entity should check whether its constitution or other governing document allows for the AGM to be held using electronic means, or whether the constitution can be easily amended to allow for this.
Alternatively, a constitution may allow for the passing of resolutions by circular method, where all members having been given notice of the resolution, sign a written version of the resolution, or several counterparts, the resolution being passed on the signing by the last person.
An entity may also need to check with the relevant state regulator or ASIC as to whether they allow the AGM to be held using electronic means. If not, it may be necessary to postpone the AGM. An entity should beware of any deadlines and check what extensions are available. In NSW, Fair Trading are allowing Associations to conduct their AGM when restrictions are lifted or to conduct the 2020 AGM, for the purpose of presenting the financial information to members, in conjunction with the 2021 AGM. Alternatively, the Commissioner is accepting applications for extension and waiving the fee in this instance: here is the relevant form to fill out form A11.
Where a constitution and the regulator allow the AGM to be held using electronic means (and it is not possible to postpone the AGM), an entity should consider its options for holding a meeting that allows for members to be heard and to communicate during the AGM. The entity should consult with stakeholders to plan the meeting and trial different video conferencing software that is available. The ACNC has prepared some tips for holding meetings remotely.
If the constitution or a regulator does not allow for an electronic AGM, the entity should seek legal advice about postponing the AGM and communicate regularly with the ACNC and members.
