Model rules and maximum drama at our AGM

Agony Uncle's answer

First, nothing I say constitutes actual legal advice, which if you want you’ll have to go to a lawyer and pay for.

The next thing to note is that the AGM is over, so your choices are to

(a) declare it void and hold another one, or

(b) muddle through.

The difficulties that either of those may involve can be dealt with later. The first thing to ask is “What would be substantively different between those two options?”

What decisions would be taken differently? What actions by the group’s management would be taken and not taken?

All the things you list are technicalities. If, after I look at them, they are breaches, that’s not optimum, but it’s also not something that’s likely to make anybody mad enough to take you to court.

So, is this member trying to get another bite at the cherry for a decision they want taken or reversed, or is this just put forward as a learning experience? The weight you need place on all this really does depend on the answer. For one thing, the courts get grumpy when they’re asked to spend public time and money on churning up associations on technical issues when the only result is that exactly the same decisions will be taken legally as were previously taken illegally.

What, in the end, is riding on this?

That said, let’s turn to the specifics. If, as you say, there’s nothing in the constitution (you’re sure? You have a copy in front of you?), then the only guide is the Queensland Associations Act.

This says:

1. on financial statements

59B Presenting documents to annual general meeting

(1)The members of the management committee of an incorporated association must ensure the association, within 6 months after the end date of each financial year for the association, presents each of the following documents to the association’s annual general meeting for adoption—

So nothing about emailing in advance. If you have copies at the meeting, that’s okay. It’s probably a good idea to send the stuff out early so people can be informed, but it’s not mandatory.

1. on nominations

62 Election of management committee

The members of the management committee shall be elected at the annual general meeting or any general meeting of the incorporated association in accordance with its rules.

So nothing about emailing in advance. It’s probably a good idea, again, to send the stuff out early so people can be informed (though even then I wouldn’t bother with the signed forms), but it’s not mandatory. Actually, on executive positions, the Act doesn’t say anything whatsoever about executive positions. It’s not clear that you absolutely must have any except the secretary.

1. I’m not at all sure what the issue is here. An AGM is a general meeting. Anyway, the treasurer is giving their report, and can say what they want, and there’s absolutely nothing in any Act that could forbid them to say (or distribute) anything. It’s not the case that everything that’s not compulsory is forbidden.

1. on auditors, even medium associations don’t have to be audited unless another Act says so – the Associations Act itself doesn’t require it. It’s unlikely that any other Acts bear on you, so you don’t have to have an auditor at all, and a fortiori you don’t have to appoint them in any particular fashion.

The Queensland Act is a fairly old-fashioned (1981) version, and doesn’t get particularly specific about anything.

However, this all depends on you being correct about there being nothing in your constitution/rules. If you’re a Model Rules association, for example, then the answers to the issues above would be

1. A list of the candidates’ names in alphabetical order, with the names of the members who nominated each candidate, must be posted in a conspicuous place in the office or usual place of meeting of the association for at least seven days immediately preceding the annual general meeting (how antediluvian!).
2. The management committee of the association consists of a president, treasurer, and any other members the association members elect at a general meeting (so you have to have those positions, but no extra rules on methods of election to the executive).
3. As before.
4. As before.

Anyway, my reaction would be

1. to ask the complaining member to specify the grounds for their assertions, and to take prompt action only if they can specify a binding clause somewhere
2. to consider changing your procedures to give more notice next time.

Best of luck.