Meetings - incorporated associations

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Types of meetings

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General meetings

A general meeting is one that takes place in accordance with the rules. It includes both annual general meetings and special general meetings.

Your association may hold a general meeting if each member who is entitled to vote has been notified of the date, time and place, as specified in the rules.

If your association’s rules provide for voting by proxy using a standard form, members must be given a copy of that form with the notice.

Annual general meeting (AGM)

An annual general meeting is a meeting of all the members of an incorporated association which must be held once during each calendar year.

The annual general meeting must be convened in accordance with law, using the procedures in the organisation’s rules. For more information on rules, view our Incorporated association rules section.

Procedures for carrying out an annual general meeting of an incorporated association vary between organisations; however the law sets out mandatory minimum rules for giving of notice and conducting an annual general meeting.

An association must hold its first annual general meeting within 18 months of becoming incorporated and all subsequent annual general meetings must be held within five months after the end of the association’s financial year.

The association must hold its annual general meeting after its financial year ends, to allow for the association’s financial statements for that year to be presented to members.

Each association member who is entitled to vote must be:

  • notified of the date, time and place of the general meeting in the manner specified in the association’s rule, and
  • given a proxy form, if the rules allow for proxy voting and there is a standard form.
What happens at the annual general meeting?

At the annual general meeting, the association must present its members with the required financial statements (including additional statements or reports, depending on what tier the association is).

The members review the financial statements and decide whether to accept them as the association’s financial statements for that financial year.

The committee must ensure the minutes of the annual general meeting include a copy of the:

  • financial statements presented at the meeting
  • certification from two committee members that the financial statements give a ‘true and fair’ view of the association's financial position and performance.

After the annual general meeting, a committee member must certify that they attended the annual general meeting and that the financial statements were presented.

Members must provide certification, which they can do on the annual statement form. For a copy of the form, view our Annual statement - incorporated associations page.

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 and lodge 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 annual general meeting) are called special general meetings and must have a specific purpose.

Special general meetings are often called to deal with business that cannot wait until the organisation’s annual general meeting. 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 on this page.

Your association may hold a special general meeting if each member who is entitled to vote has been notified of the date, time and place, as specified in the rules.

If your association’s rules provide for voting by proxy using a standard form, members must be given a copy of that form with the notice.

Committee meetings

A committee is a group of members of the incorporated association who are chosen to make decisions on specific matters on behalf of it.

Committee meetings are usually less formal than general meetings and the notice requirements to attend are also less formal. However, it is important to comply with the rules of your association and to take and store accurate minutes from committee meetings.

For more information on rules, view our Incorporated association rules section.

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.