AGMs & EGMs 

Meetings explained.

General Meetings:

General meetings of the association are governed by the terms of the constitution and decisions made at meetings which have not been properly convened or conducted could, if challenged, be held to be invalid. General meetings of unincorporated associations are private meetings - only members should attend.

The Licensing Act 2003 lays down a number of conditions for a association to be classed as a 'qualifying association' under the Act in order to supply alcohol to its members and guests. The most effective method of ensuring a association can meet these conditions is to include them within its constitution.

The Licensing Act no longer requires associations to hold Annual and Special General Meetings of association members. However, it is a good practice to do so and rules to this effect can be specified in the constitution.

Right to call a General Meeting:

The constitution will normally provide that, apart from the regular AGM, a General Meeting may be called by the management committee or the members. The constitution should determine how many members, entitled to attend and vote at General Meetings are capable of summoning a General Meeting at any time with reasonable notice. If the association secretary receives a valid request, supported in writing by the required number of members, then a meeting must be called irrespective of the wishes of the officers or committee.

Notice:

Notice that a General Meeting is called should be sent to every member entitled to attend and vote at such a meeting. A Notice should be sent to members who have advised that they cannot attend. It is each member's responsibility to ensure that the association has the correct contact address for him or her. The meeting may be declared invalid if any member entitled to receive Notice fails to do so.

Form of Notice:

Although it is best that the notice be given to each member personally in writing, unless the association constitution otherwise provides, the notice may be given by any reasonable means, which includes verbally, advertised in the association newsletter, posted on the website, on posters, by hand, post, email, fax or other electronic form of communication. The form must comply with that provided for in the constitution.

Contents of Notice:

A notice must contain,

• Date, time and place of meeting.
• Type of meeting (annual general, special general etc.)
• A clear indication of the business to be transacted, especially special business, with any decisions to be made set out clearly enough to enable members to know what is being considered. The business should be set in the form of an agenda, showing the order in which the items will arise. It is good practice to include the full text of any resolutions.
• Date of notice.
• Signature of person calling, or authorised to call, the meeting.

Postponement or Cancellation:

Once proper notice has been given to members, a General Meeting may not be postponed or cancelled unless provided for in the constitution. The General Meeting may be opened and then adjourned.

A meeting may be adjourned as provided for in the constitution or otherwise by a majority of the voting members present

Validity of Meetings:

A General Meeting is valid only if it is properly convened, legally constituted and properly held. The meeting must have been called by a body or person with the right to call the meeting and called only in the general interest of the association. The meeting must be held at a reasonable time and place, with no deliberate intention to exclude members. The notice must have been properly issued to the members.

A Chairperson must be properly appointed by members present at the meeting, either in a democratic manner or as provided for by the constitution. A quorum must be present at the start of the meeting at least and the meeting must abide by any rules contained within a constitution.

All attendees must be able to see and hear each other, by audio-visual aid if necessary. Decision-making and votes must be as provided for by the constitution. The Chairperson must ensure that the sense of the meeting is ascertained and cannot refuse to allow any relevant amendments to the resolutions. The meeting must be fair and allow members the right to be heard on matters which personally affect them individually.

Quorum:

Should the constitution not state the minimum number of members attending with voting rights in order to constitute a General Meeting, those members with voting rights entitled to attend will constitute a quorum. Members who have a conflict of interest in the business of the meeting do not have a right to vote on the matter and will not count towards any quorum

No decisions may be made at the meeting should the number of members with voting rights fall below quorum, unless there is no stated quorum within the constitution or the constitution provides otherwise.

Chairperson's duties:

The Chairperson must,

• Ensure that they are properly appointed as Chairperson.
• Act in the interests of the association as a whole.
• Ensure that the requirements of the constitution are followed.
• Ensure that the meeting has been properly convened and proper notice has been given.
• Take the business of the meeting in the order set out in the notice of the meeting or the agenda, unless a majority of members present agree to change that order, and no other business.
• Ensure that when discussing a matter, the members keep their remarks to the piece item of business in debate.
• Clearly state resolutions, ensure that voting and decision making is properly carried out and declare the results of the decisions.
• Organise a poll if one is demanded.
• Keep order, expelling disorderly or abusive persons is necessary.
• Adjourn the meeting if necessary.
• Ensure the meeting is minuted and decisions recorded.
• Ensure that there is a clear end to the meeting.

Resolutions:

Issues which are put to the vote must relate to the business of the meeting and be proposed and seconded. The motion, the statement being voted upon, will be dropped, withdrawn or fail if it is not seconded. The meeting may otherwise decide to defer discussion or a vote on the motion until a future meeting.

Voting on amended resolution:

An amendment is a proposal to change a motion. Unless the rules provide otherwise, an amendment may be proposed at any time before a vote is taken on a motion. The amendment should not be allowed by the Chairperson if it leads to a substantially different matter being voted upon. An amendment to a motion will only be accepted by a vote of the voting members attending the meeting.

Voting:

Matters of business ought to be agreed by a vote, by a show of hands, by voice, by a poll, by a ballot, or by division and the result of the vote recorded. Voting is by a show of hands, unless specified otherwise in the constitution, by all those present at the meeting permitted to vote, which includes the chairperson of the meeting unless the constitution states otherwise. Voting by proxy is not allowed unless specified by the constitution.

The matter is agreed if it is accepted by a majority of those voting, therefore half plus one of the votes. The constitution may provide for a greater majority (eg two thirds) in the case of a proposal to change the constitution. Where there is an equality of votes then the chairperson will have a casting vote, which may in the event be the chairperson's second vote in the business.

Alternative Postal Election Procedures:

The constitution may allow for postal votes for the election of new committee members. If their are more candidates than vacancies, then Members should be required by the ballot form to identify candidates in order of preference to the number of vacancies to be filled, or else the vote paper will be considered as spoilt and discarded. If there is an election for only one office or committee place, then a simple first-past the post ballot form will suffice if there are only two candidates. However, if three or more candidates are competing for one place then the ballot form should require members to list their candidates in order of preference by writing, 1, 2, 3, etc against the name of every candidate. Failure to do so should result in the member's ballot form being regarded as spoilt, and discarded. The candidate with the fewest preferential votes will be removed from the election procedure and those members who identified that candidate as their first vote will have their vote redistributed among the remaining candidates until there is a candidate with a simple majority of all the votes. If there is a tie between the remaining candidates, then a new vote will be taken for those remaining candidates.

Minutes:

A written record of the business carried out at the meeting should be made, giving particular attention to:

(a) name of the association and committee;
(b) description of the meeting (AGM etc.)
(c) date and place of meeting;
(d) list of members present, or where there are large numbers it is sufficient to record the number of attendees;
(e) name of chairperson and person taking the minutes;
(f) apologises for absence;
(g) corrections, if any, of minutes for previous meeting;
(h) acceptance and signing of (corrected) minutes for previous meeting;
(i) matters arising from previous minutes;
(j) a separate minute for each item covered at the meeting
i. full text of every motion;
ii. names of proposer and seconder;
iii. full text of amendment to motion;
iv. result of vote;
v. important points arising in the discussion;
vi. details of any documents, reports of
advice referred to and relied upon in reaching a
decision;
vii. action required to implement decision, by whom
and by what date;
(k) date, time and place of next meeting.

Minutes should be written into a minute book and distributed to all members before they are accepted and signed at the next meeting. Once minutes are signed they are prima facie evidence of the proceedings at that meeting (meaning that they are accepted as accurate unless and until rebutted by better evidence). However, if an association or association's constitution provides that the signed minutes are conclusive proof of the proceedings, they then cannot be rebutted unless it can be proved that they were signed fraudulently or in bad faith. (Kerr v Mottram Ch 1940)

Legal challenges to General Meeting Decisions:

It occasionally happens that an aggrieved member or group of members feel that a meeting was not properly convened or conducted, and that a decision taken at that meeting was therefore invalid. The legal position is that any member may seek an injunction to prevent action being taken on an invalid decision, but until the court makes an order either declaring the decision to be invalid, or restraining the officers of the association from taking the action complained of, the decision will be regarded as valid. In other words the decision is not void, but voidable on the aggrieved member taking the necessary legal action.

If you require further assistance please do not hesitate to contact us.