Checklists - Before, during and after your AGM

Use this detailed checklist to make sure your AGM is organised, and follows the requirements of the CATSI Act and your corporation's rule book. 

Know your AGM rules

  • When do you have to hold it by? Consider the timeframe set in the CATSI Act – within 5 months of the end of the financial year – and take care to consider other seasonal and cultural factors.
  • How much notice do you need to give? Remember, the notice period needs to include an extra 3 days for service by post or 1 day by email.
  • Who do you need to give notice to?
  • What are the ways you need to give notice?
  • Can people participate in the meeting via technology?
  • What are the rules for proxies?
  • How many people do you need to make the meeting official (the quorum)?
  • What business must you cover at the meeting?
  • Who can vote and what is the process for deciding elections and resolutions?
  • What are the rules for director eligibility?
  • What is the process for appointing directors? Do nominations for new director appointments need to be taken in advance of the meeting?
  • Do your rules allow for directors to be paid remuneration or sitting fees?
  • When were your rules last revised?

Before your AGM

Plan meeting logistics

  • decide the date, time and length of the AGM – plan around known weather conditions and cultural events
  • decide if you will hold other activities alongside your AGM e.g. a meeting for common law holders of native title, a community celebration, training or information sessions
  • choose and book a suitable place where you will hold the meeting
  • consider if you need to hire gazebos or marquees to provide shade or weather protection for an outdoor meeting
  • confirm arrangements for virtual participation e.g. live streaming, questions and answers, electronic voting tools
  • hire audio visual equipment (if needed)
  • decide and book catering (if your corporation can afford it)
  • decide whether to provide travel support and what types (if your corporation can afford it)

Gather documents you will need

  • your corporation's rule book
  • register of members
  • minutes of the last general meeting including any actions or follow up
  • forms for nominee directors to give their consent to become a director
  • forms for members to appoint a proxy (if proxies are allowed)

Prepare reports for presentation to members

The board of directors must report to members on the corporation's work over the past year towards achieving the corporation's purpose and objectives.

  • report on closure or progress of action items and follow-up from the last general meeting
  • report on what has happened over the past year at the corporation (its performance)
  • report on the corporation's finances for the year and its current position (consider a friendlier version of the financial report)
  • any annual reports the corporation is required to prepare under the CATSI Act:
    • financial report
    • auditor's report
    • directors' report.

If the signed financial, auditor's or directors' reports (under the CATSI Act) are not available to give to members at the AGM, the board needs to explain to members why not and let members know how and when the reports will be provided to them.

Work out director appointments and re-appointments

  • Work out which directors retire at the AGM (all directors with appointment terms ending, directors who are resigning, or vacancies for other reasons).
  • if relevant, prepare a resolution for members to approve any casual vacancy appointments that are continuing – where the board has appointed a director in the past year to fill a casual vacancy where the term extends beyond this AGM.

Check your rules for the process for nominating directors. Here's a suggested process to reduce risks associated with nominations from the floor of the meeting:

  • Call for nominations to stand for election or re-election – consider a cut-off date that allows time for the corporation to do background checks on the person's eligibility, qualifications and experience, and conflict of interest declarations
  • get written consent and a declaration of eligibility from people nominating to become a director
  • anyone wanting to become a director also needs to apply for a director ID if they haven't already got one

Other business for member decision

  • check your rule book to see if members need to review and vote on specific matters. For example, payments to directors for sitting fees or other remuneration, and the amount of those payments
  • proposed special resolutions. For example, for changes to the corporation's rule book.
  • the appointment of auditor and approval of their fee (if the corporation is required to have its financial report audited)
  • any proposed members' resolutions received by the corporation
  • any proposed resolutions to give a financial benefit to a related party of the corporation

Prepare meeting papers

  • agenda
  • minutes of the last general meeting
  • reports for members (see above)
  • proposals, ideas or plans for the year ahead
  • materials for appointing directors e.g. forms for giving consent to become a director, statements from candidates, voting papers (depending on your voting or election process for directors)
  • any proposed special resolutions
  • any proposed resolutions for the corporation to give a financial benefit to a related party, and explanatory statement
  • any proposed members' resolutions
  • any members' statements

Give notice and supporting material to people entitled to receive it

Organise travel for attendees

  • accommodation
  • travel e.g. bus, train or ferry fares, car pooling, fuel reimbursement

Set up the meeting room (in person and virtual)

  • chairs and tables – for sign in, attendees, presenters
  • microphones, speakers, projector – and test these
  • tables for food and drinks (if being provided)
  • organise cups, kettles or any other equipment for refreshments
  • test any technology you’re planning to use for the meeting

Assign meeting roles

Accepting proxy votes (if proxies are allowed)

  • Collect and count all proxy appointments received by the deadline. Check each member's appointment of a proxy is given to an eligible person and that no one person holds more votes than permitted under the corporation rules. Check for any voting instructions provided by the member nominating a proxy.
  • Collect apologies received.

At the meeting

Record attendees

  • Check people attending the meeting are eligible to attend i.e. they are a member, director, contact person or secretary, or the auditor of the corporation.
  • If you are allowing observers at the meeting, provide a way to distinguish people with voting rights and people without voting rights.
  • Anyone who is a member, provide a way for them to check if their details in the register of members are correct or make changes if needed. The corporation should ensure access to a member’s personal information is limited to that member to protect their personal privacy.  
  • Make sure attendees sign the attendance register for the meeting.

Confirm proxy appointments

  • Check that all appointed proxies are present – if a member who has nominated a proxy also attends the meeting, either withdraw the proxy vote or provide a way to ensure the member does not participate in voting as well as their proxy.

Check for quorum

  • Check that a quorum is present to be able to start the meeting.

Start and run the meeting

  • the chair of the meeting opens the meeting and guides attendees through the agenda to complete the business of the meeting
  • table your corporation's annual reports (financial report, auditor's report and directors' report)
  • follow your rule book processes for voting
  • ensure the minute taker notes decisions and actions
  • close the meeting

After the meeting

  • pack up and clean the room
  • pay invoices for venue hire, equipment hire and catering

Finalise minutes of the meeting

  • finalise the minutes, note the date they were prepared, and have the chair of the meeting sign them within one month of the meeting
  • file the minutes of the AGM in the corporation’s record-keeping system within one month of the meeting

Finalise director appointments

  • collect from all newly appointed or re-appointed directors their consent to act and declaration of eligibility form
  • file them in the corporation’s record-keeping system
  • all new and re-appointed directors must give their personal information including director IDs to the corporation within 14 days of their appointment
  • the corporation must update its directors on the Register of Aboriginal and Torres Strait Islander Corporations within 28 days of appointing or re-appointing directors by lodging a change of officer forms with ORIC (lodge this via myCorp)

Action other resolutions

  • If members passed a special resolution to change rules, within 28 days of the meeting you must lodge a request to change corporation rule book with ORIC (lodge this via myCorp)
  • If members passed a resolution to appoint an auditor, within 14 days of the meeting you must notify ORIC of the appointment or resignation of auditor (lodge this via myCorp)
  • If members passed a resolution to give a financial benefit to a related party, the corporation can proceed to give that benefit

Update the register of members

  • Update the corporation's register of members to reflect changes notified by members at the AGM sign-in
  • It's optional to provide an updated list of members (copy of your register of members) to ORIC via myCorp

Assign and complete action items

  • Record all action items from the meeting
  • Make sure each action item has a deadline and is assigned to someone responsible for ensuring it is done

 

 

 

 

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