If you need an extension of time to hold the AGM, you can apply to the Registrar for a 2-month extension. Complete our Extension of time to hold an annual general meeting (AGM) or lodge financial statements form (Word, 97 KB) and send it to cav.registration@justice.vic.gov.au.
If the association is unable to hold a meeting in person, you can:
- use a teleconference, videoconference or other means of electronic communication. The Associations Incorporation Reform Act 2012 (the Act) permits members to take part in general meetings by using technology that allows members to clearly and simultaneously communicate with each other, regardless of the incorporated association's rules about this. The Act also permits meetings of the committee of an incorporated association to be conducted by use of technology that allows members to clearly and simultaneously communicate with each other.
- use proxy voting. You must use a standard form to proxy vote if the rules of the incorporated association require you to do so. Members must be given a copy of the form with the notice of the AGM/Special General Meeting. A person acting as a proxy must act honestly and in good faith and exercise due care and diligence.
Types of meetings
General meetings
A general meeting is one that takes place according to an association’s rules. It includes both annual general meetings and special general meetings.
Each association member who can vote must be:
- notified of the location, date and time of the meeting
- given a proxy form, if the rules require that proxy voting must be done using a standard form.
Annual general meeting
An AGM is a meeting of all the members of an incorporated association. The AGM must be held after the end of the financial year so that the financial statements can be presented to members. It must take place within 5 months of the end of your association’s financial year.
An association must hold its first AGM within 18 months of becoming incorporated.
The AGM must be run using the procedures in the association’s rules. For more information on rules, view Incorporated association rules.
What happens at the AGM?
At the AGM, the association must present its members with:
- the financial statements
- a certificate signed by two committee members confirming that the financial statements give a ‘fair and true’ view of the association’s financial position and performance
If the financial statements have been professionally reviewed or audited, the report must also be presented to members.
The members review the financial statements and decide whether to accept them. Any resolution passed about the financial statements should be recorded in the AGM minutes.
The committee must ensure the minutes of the AGM include a copy of the:
- financial statements presented at the meeting
- certificate signed by two committee members
- any professional review/audit report.
After the AGM, a committee member must certify that they attended the AGM and that the financial statements were presented, using the Submission of financial statements to annual general meeting (Word, 24KB) form.
Apply for an extension of time to hold an annual general meeting
If there are exceptional circumstances preventing your association from holding its annual general meeting by the due date, you can complete an Application for extension of time to hold an annual general meeting or lodge financial statements (Word, 147KB). Lodgement details are on the form.
Extensions of time are subject to approval from Consumer Affairs Victoria.
Special general meetings
General meetings (other than the AGM) are called special general meetings. They must have a specific purpose.
Special general meetings often deal with business that can't wait until the AGM. A range of matters may be considered, including those that must be decided by a special resolution. For more information, view the Special resolutions section below.
Committee meetings
A committee is a group of members of an association who make decisions on specific matters.
Committee meetings are usually less formal than general meetings and the notice requirements to attend are also less formal. However, it is important to follow the rules of your association and to take and store accurate minutes from committee meetings.
For more information on rules, view Incorporated association rules.
Attending and voting
Unless a member has been suspended under the rules, your association cannot stop them from:
- attending, or
- voting at a general meeting (if entitled).
You may use any technology to help conduct general meetings. For example:
- teleconference
- videoconference
- online video communication.
A member who takes part in a general meeting through the use of technology has the same rights as the members who are present at the meeting, including voting rights.
Special resolutions
A special resolution is a decision of particular importance made by the association.
Legally, an association can only make certain decisions by special resolution. This includes decisions to:
- change the association's name or rules
- amalgamate with another association
- voluntarily wind up.
Your association's rules may also require that other decisions be approved via a special resolution.
All voting members must be given at least 21 days’ notice of the proposed special resolution. The notice must state the:
- time, date and place where the meeting to vote on the special resolution will be held
- proposed resolution in full
- intention to propose the resolution as a special resolution.
A special resolution will be passed if:
- at least 75 per cent of members voting at the meeting (either in person or, if the rules of the association allow, by proxy) vote in its favour, and
- any further relevant requirements from the rules have been met.
Inspecting rules and minutes
If a member asks, the association must, at a reasonable time, let them inspect its rules and the minutes (these are a written record of discussions and decisions) of general meetings.
If a member makes a written request for a copy of the rules or minutes, the association must give them a copy within 14 days.
Your association may also let a member inspect the minutes of committee meetings, but only if its rules allow it. A member does not have a general legal right to inspect minutes of committee meetings.