As featured in the latest edition of Bowler Magazine
I recently had a few questions from a Bowls Club about some members wanting to call a meeting to challenge a decision made by the Board. It is important to first distinguish the different types of general meetings that can be held by a Bowls Club, and secondly to consider whether a proposed motion is valid.
Types of Meetings
The Annual General Meeting (AGM) holds significant importance for all Clubs, especially those that are incorporated. It provides members with a comprehensive insight into the Club’s present course and financial well-being, and reaffirms its mission. It also serves as an opportunity to reinvigorate the Club by formally involving members in crucial elected roles. Above all, the Club should strive to transform the AGM into a constructive and engaging event, leaving attendees with a strong commitment to the Club and its objectives.
An Extraordinary General Meeting (EGM) (also known as a Special General Meeting or SGM) is a gathering of members distinct from the Club’s regularly scheduled AGM. The purpose of an EGM is to address issues necessitating decisions from the broader membership and is convened in strict accordance with the Club’s governing constitution. The requirements for members to call an EGM may vary depending on whether your Club is a company limited by guarantee or an incorporated association, and on the specific requirements of the Club’s constitution.
Meetings for Companies limited by guarantee
Section 249F of the Corporations Act stipulates that members possessing a minimum of 5% of the total voting power at a general meeting have the authority to call for an EGM. Those initiating the EGM are responsible for covering the associated costs.
It is also important to consider the Club’s constitution, as this might include provisions that outline alternative methods for members to convene an EGM. It’s worth noting that these constitutionally prescribed methods must be less burdensome than those specified in the Corporations Act. For example, they may allow for a lower threshold of requisitioning members to initiate an EGM.
Meetings for Incorporated Associations
An EGM for an incorporated association is typically called in accordance with the Club’s constitution or rules. The specific procedures will vary depending on the Club’s rules.
It is important that the incorporated association complies with all applicable rules and procedures when holding a meeting. If a meeting is not called or held in accordance with the rules, any resolutions made at the meeting may not be valid.
Subject matter for motions put to EGMs
Lastly it is important to consider that not all motions are valid or will be binding on the Club if passed. The Board or Management Committee are elected and empowered to make decisions on behalf of the Club. Members may gain enough support to call for an EGM and pass a motion, but that motion may not be valid.
For example, there are many decisions about how a club operates which are not appropriate for the members to comment or make decisions on. Essentially, the matters on which members can pass a valid resolution are limited to those set out in the Constitution, such as amending the Constitution, removing Board members, or other specific reserve powers.
If you have any questions about the requirements for your Club to call an EGM, then please feel free to contact me on 07 3224 0353.
