What is an AGM?

An AGM is a meeting of the members of an incorporated association. A “member” is defined in a Club’s Constitution. For junior football Clubs, a member will usually extend to a junior player’s parent / guardian.

AGMs are convened to conduct business required under the relevant Act. This includes presenting the annual financial statements and other regular annual business, including electing committee members as may be required by the Club’s Constitution.

When must an AGM be held?

It is a requirement of the Act that an incorporated association holds an AGM within a specified timeframe.

For a newly incorporated Club, the first AGM must be held within 18 months after registration as an incorporated association.

For all other incorporated Clubs, the AGM must be held within 6 months after the close of the Club’s financial year. This is the maximum timeframe within which the AGM must be held. A Club’s Constitution may specify a shorter period than this (e.g. 28 days after the close of the financial year), so it’s important to check this for your Club.

If a Club fails to hold an AGM, or to submit financial statements at the AGM, then the Club will be guilty of an offence under the Act and will liable to a penalty.

How to call an AGM?

A Club’s Constitution must specify the manner of calling an AGM and the way notice of the AGM is to be given.

Your club’s constitution will specify:

  • The timeframe for giving notice (e.g. 21 days prior to the scheduled AGM)
  • The manner in which notice is to be given (e.g. letter or email or newsletter etc);
  • To whom the notice is to be given (e.g. all current members);
  • What needs to be included with the notice (e.g. Agenda, Financial Statement etc)

The Notice of Meeting must specify:

  • That the meeting is the Club’s AGM;
  • The place, date and time of the meeting;
  • The nature of the business to be transacted at the meeting; and
  • If a special resolution is to be proposed, the notice must set out terms of the resolution and a statement to the effect the resolution is intended to be passed as a special resolution.

What business is conducted at an AGM?

At an AGM, the Club can deal with ordinary business, plus any other business (‘special business’) listed in the notice to members.

A Club’s Constitution may specify the ordinary business to be conducted at the AGM and may also specify rules for the ‘special business’ to be conducted at the end of the AGM.

The business of an AGM is normally to:

  • Confirm the minutes of the last AGM and of any special general meeting held since that meeting
  • Receive from the committee, reports on the activities of the Club during the last financial year
  • Elect or appoint office bearers and ordinary members of the committee (as determined by the association’s constitution)
  • Receive the Club’s financial statements or reports (this must be done at the AGM), and
  • Conduct any other business of which notice has been given to the members

What to Prepare for an AGM?

Documents need to be prepared before an AGM is to take place. 

The following should be prepared for the club’s AGM:

  • AGM Agenda
  • Minutes of the previous AGM
  • Annual Financial Report
  • President’s / Chair’s Annual Report
  • Any special resolutions proposed
AGM AGENDA

Establishing an Agenda for the AGM provides a structure for the meeting and ensures that members are aware of the matters to be covered at the meeting. It also helps the AGM stay on track and run to time. 

MINUTES OF PREVIOUS MEETING

The minutes of the previous AGM are required to be presented to members to be confirmed and to address any business arising from them. It is essential to locate this document prior to the AGM and circulate to all members and office bearers as pre-reading.

ANNUAL FINANCIAL REPORT

The principle components of the annual financial report to be submitted at the AGM are:

  • A statement of income and expenditure
  • A statement of assets and liabilities

These statements must be accurate and are usually prepared by the Club’s Treasurer. They show the profitability and financial position, as well as the net worth, of the club after the year’s activities and should include comparisons to the previous year’s figures to assist the members in determining any area of significant change between periods.

The annual statement of income and expenditure shows how much money the club has made or lost over the year.

The annual statement of assets and liabilities shows what the club owns and what it owes, the difference between the two being the net worth or accumulated funds of the club.

There may be additional requirements for the preparation and submission of financial statements depending on the size of the Club and the state/territory legislation. For further information please visit your relevant state/territory government website.

NSW - Department of Fair Trading

ACT - Access Canberra

WA – Government of Western Australia

NT – NT.GOV.AU

SA – SA.GOV.AU

QLD – Queensland Government

Vic – Consumer Affairs Victoria

Tas – Tasmanian Government

PRESIDENT’S / CHAIR’S ANNUAL REPORT

There is no specific format that the President’s / Chair’s Annual Report must follow, however at minimum it should include:

  • A statement of the Club’s vision
  • A summary of the club membership
  • A summary of the year’s activities
  • A record of the year’s achievements
  • A statement regarding the Club’s financial position
  • A preview of what is planned for the next year and the Club’s goals

An Annual Report is often prefaced with a brief Club history which can be carried over and edited each year. The report may also extend to identifying and thanking key sponsors, volunteers and other key contributors, as well as any other matters the Club thinks relevant to include.

SPECIAL RESOLUTIONS 

Special Resolutions may be tabled at a Club’s AGM. Such resolutions can include:

  • Amendments to the Club’s Constitution
  • A change in the Club’s name
  • A change to the legal or ownership structure of the Club
  • The winding up of the Club

The details of any proposed special resolution must be included, in full, in the notice to members that must be given at least 21 days prior to the AGM. Details for Special Resolutions should be defined in your Club’s Constitution.

For a special resolution to pass must be supported a certain percentage of votes cast by members as outlined in the Club’s Constitution.

Conducting the AGM

An AGM is a legal requirement for a Club under the Act and, as such, is to be conducted as a formal meeting.

The meeting should:

  • Be conducted by the Club President or Chairperson;
  • Start on time;
  • Commence with an introductory statement and a declaration that the meeting is open;
  • Follow the Agenda;
  • Be minuted;
    Be formally closed at the at end.

The Secretary, or other nominated person, is to take detailed minutes of the AGM. The minutes should:

  • Follow the order of the Agenda;
  • State the main issues, points of view and decisions made;
  • Be accurate and not include matters not raised at the AGM;
  • Be written up as soon as possible following the meeting and circulated to the Club’s newly elected Committee. 

Electing the Office Bearers and Committee

During an AGM, it is required to elect or appoint office bearers and ordinary members of the committee (as determined by the Club’s Constitution).

A club’s office bearers will usually be:

  • President / Chairperson
  • Vice-President / Vice Chair
  • Secretary
  • Treasurer

The Club’s Constitution will establish the eligibility of a person to stand for an Office Bearer position. For example, it may say that a person should have held a general committee position for a defined period before being eligible to stand for Club President.

Prior to the AGM, it is relevant to:

  • Determine which Office Bearers and other committee members intend to re-nominate for positions next year;
  • Encourage appropriately qualified club members to nominate for specific vacant positions.

In the course of the AGM, nominations for office bearers must be called for. 

If, after calling for nominations, there is only one person nominating for a role, that person can be immediately confirmed as the relevant Office Bearer. However, an election for Office Bearers must be held if:

  • More than one person nominates for any Office Bearer position; or
  • There are more nominations than there are places on the Board / Committee.

An election can take place through a show of hands or by secret ballot depending on how many are in attendance.

If the position of Chair is being contested, the Chair should stand down during the election and be replaced by an acting Chair (someone who is not standing for any position) specially elected just for the period of the election.

What to do after an AGM:

Requirements vary depending on state / territory of operation and the annual turnover of the club.

Lodge annual summary:

An incorporated Club is required to lodge an annual return with the appropriate state/territory authority within the required timeframe. Failure to do so is a penalty under the Act and the Club is liable to penalty. For more information on these requirements please visit the relevant state/territory government website.

NSW - Department of Fair Trading

ACT - Access Canberra

WA – Government of Western Australia

NT – NT.GOV.AU

SA – SA.GOV.AU

QLD – Queensland Government

Vic – Consumer Affairs Victoria

Tas – Tasmanian Government

Circulate minutes:

Following the AGM, the Club will need to:

  • Write up the minutes from the AGM;
  • Circulate the minutes to current Office Bearers and Club Committee at the earliest possible time; and
  • File a copy of the minutes as they will be needed for the next AGM.

Outgoing office bearers:

Any outgoing Office Bearers are to hand over all relevant documents, banking details, passwords, keys etc to the incoming person. Outgoing officers should also give their successors briefings describing key processes and current priorities and challenges.

If any outgoing Office Bearers are signatories to the Club’s bank account, it is advisable to have the necessary forms on hand at the AGM so that the new signatories can be authorised after the meeting. Alternatively, attend to this as quickly as possible following the AGM.