General Rules
- The Executive Committee must determine the date, time, and place for any meetings giving members at least seven (7) days’ notice.
- The date, time, and place of these meetings must be provided to the members before the date of such meetings by the Secretary.
Annual General Meeting
- There must be one annual general meeting (AGM) and at least seven Executive Committee meetings in a financial year.
- The first AGM should be held within 18 months after the incorporation of the Association and within five months after the end of the first financial year of the Association. The list of members prepared by the convening committee (which was formed for registering the constitution), at the time of first AGM, shall elect the first Executive Committee of the Association.
- The AGM must be held before 30 November. However, the preferred date is 31 July.
- Notice for AGM is at least fourteen (14) days. Notice for special meetings is at least twenty-one (21) days.
- The outgoing Executive Committee will prepare the annual audited Financial Report and circulate it to general members at least two weeks before the AGM. The Report shall include the income, expenditure, total assets and liability positions of the Association.
- The AGM will agree on an auditor to conduct an annual audit for the organisation.
Special General Meeting
- A special general meeting (SGM) of the members of the Association, and is not an Annual General Meeting (AGM). SGMs can be convened to address one or more specific matters of significant or unusual nature, organisation’s rules or constitution. The SGM must have a specific purpose.
- All eligible voting members of the association must be provided with notice of SGM and can vote on any resolutions of SGM.
- If required, SGM can be convened by
- the Executive Committee
- initiatives of at least one third members of the Association, with clear written document containing the full names, membership numbers and signatures of initiating members. The collective names and signatures can be sent to the Secretary or an Executive Committee member by one or a group of members with a request to convene the SGM.
- The SGM request must include details of the specific matter or the issue that requires resolution at the SGM.
- The Executive Committee will undertake necessary steps to inform the members, arrange the SGM and discuss the matter.
- If necessary, the matter can be resolved by majority voting of the eligible voting members.
- Notice for SGM: A notice of the SGM must be a written notice stating that a meeting is to take place at a specified date, time and venue and also include a brief agenda. The written notice must be initiated at least twenty-one (21) before the date of the scheduled SGM. The notice should include information such as the date, time, place, and what is proposed for discussion. Email is the preferred method for communication with the eligible members.
- Only those attending the meeting are required to pass the resolution:
- An ordinary resolution is passed if more than half of the formal votes cast support it. Most decisions at a general meeting are made by ordinary resolution.
- A special resolution is passed if at least three-quarters (75%) of the members present at the meeting cast votes to support it. Special resolution covers changing the association’s name, association’s objects, changing the association’s constitution or dissolving the association.
Executive Committee Meetings
There shall be at least seven (7) Executive Committee meetings in a financial year. The date, time, and place of these meetings shall be provided to the membership of the Executive Committee by the Secretary before the date of such meeting. The Committee shall determine the date, time, and place for any special meetings.
Conflict of Interest in Executive Committee Meeting
a) An Executive Committee member who has a material financial interest in a matter being considered at an Executive Committee meeting must disclose the nature and extent of that interest to the Committee.
b) The Committee member –
i. must not be present while the matter is being considered at the meeting; and
ii. must not vote on the matter.
Quorum at Meetings
a) No business may be conducted at any meeting (AGM or SGM or Executive Committee) unless a quorum of members is present.
b) The quorum for AGM and SGM is the presence of at least 10 members (physical presence of members).
c) The quorum for an Executive Committee meeting is the presence of five Committee members in person.
Adjournment of General Meeting if Quorum is not Present
a) If a quorum is not present within 30 minutes after the notified commencement time of a general meeting (AGM or SGM) –
i. the meeting must be adjourned to a later date no more than 21 days after the
adjournment; and
ii. notice of the date, time and venue to which the meeting is adjourned must be given at
the meeting and also confirmed by written notice given to all eligible members as soon
as practicable after the adjournment.
b) If a quorum is not present within 30 minutes after the notified commencement time of the second general meeting (AGM or SGM) –
i. the meeting must be adjourned to a later date no more than two weeks after the
adjournment; and
ii. the notice of the date, time and venue to which the meeting is adjourned must be given
at the meeting and also confirmed by written notice given to all eligible members as
soon as practicable after the adjournment.
iii. At the third general meeting, the members present may proceed with the business of the
meeting as if a quorum was present, even if there less than 10 members present.
Adjournment of General Meeting (other than quorum)
a) The chairperson of a general meeting at which a quorum is present may, with the consent of a majority of members present at the meeting, adjourn the meeting to another time at the same place or at another place.
b) A general meeting may be adjourned –
i. if there is insufficient time to deal with the business at hand; or
ii. to give the members more time to consider an item of business Example: The members
may wish to have more time to examine the financial statements submitted by the
committee at an annual general meeting; or
iii. no business may be conducted on the resumption of an adjourned meeting other than
the business that remained unfinished when the meeting was adjourned.
Voting at General Meeting
On occasions, a question/matter or an issue may arise which may require a resolution through voting by members, at a general meeting (AGM or SGM). In such a situation –
a) All members present in the meeting may vote.
b) On any question/matter/issue arising at a general meeting –
i. each member has one vote only; and
ii. a member must vote in person (physical presence);
iii the question/matter/issue must be decided by a majority of votes present in the
meeting, except in the case of a special resolution, significant issue requiring a
resolution in SGM by voting, constitution change, dismissal of Executive Committee)
iv. in the case of a special resolution, significant issues requiring a resolution in SGM
such as, a change in the constitution or remove a committee member from office –
the issue must be decided by three quarter (75%) majority members, in favour of the
question, who are eligible to vote. In all other cases, a majority vote will suffice.
c) If votes are divided equally on a question, the Chairperson of the meeting has a second or casting vote.
Determining whether Resolution Carried
a) The Chairperson of a general meeting may, on the basis of a show of hands, declare that a resolution has been –
i. carried; or
ii. carried unanimously; or
iii. carried by a particular majority; or
iv. lost and include an entry to that effect in the minutes of the meeting.
b) If a vote is demanded by one or more members on any question:
i. a poll must be taken at the meeting in the manner determined by the chairperson of
the meeting (e.g., secret ballot, raising hands); and
ii. the Chairperson must declare the result of the resolution on the basis of the poll.
Minutes of Meeting
Minutes of Executive Committee Meetings
a) The Committee must ensure that minutes are taken and kept for each official Executive Committee meeting.
b) The minutes must accurately record and reflect the true business considered at the meeting (agenda), any decision, issue, how a decision is reached, etc.
c) The minutes must also include –
i. the date, time and place and purpose of the meeting.
ii. the names and signatures of the Executive Committee members who attended the
meeting; and
iii. any outstanding issue and so on.
Minutes of General Meetings
a) The Committee must ensure that minutes are taken and kept of each general meeting (AGM/SGM).
b) The minutes must accurately record and reflect the true business considered at the meeting, any decisions, motions, issues, and any resolution on which a vote is taken and the result of the vote.
c) The minutes of any general meeting must also include: –
i. the date, time, place and purpose of the meeting;
ii. the names and signatures of the members attending the meeting;
iii. the chairperson and Executive Committee members attending the meeting;
iv. any outstanding issue and so on;
v. the financial statements/reports with a certificate signed by at least two committee
members certifying that the financial statements give a true and fair view of the
financial position and performance of the association; and
vi. any audited accounts and auditor’s report or report of a review accompanying the
financial statements that are required under the Act.