3.2.5 Conduct of meetings
All societies are required by law to hold general meetings of their members on at least an annual basis to oversee the affairs of the society. The rules of a society set out how these meetings should be conducted. Most societies adopt rules that provide for an annual general meeting, where the annual report and accounts are considered, auditors are appointed, directors are elected, and decisions are taken on the use of profits and any resolutions to change the rules of the society.
The rules will normally set a quorum for general meetings, usually expressed either as a minimum proportion of the total membership, typically 10%, or as a minimum number of members. Some societies have rules that set the quorum as an either/or option, whichever is the lower. Rules may also be adopted to allow for proxy votes, and postal or electronic ballots.
The rules must describe how votes will be conducted in meetings, and the arrangements for deciding between a simple show of hands or a secret ballot. Nearly all societies work to the principle of one-member-one-vote (there are some secondary and federal co-operative societies with corporate membership rules where there is proportionate voting). There is no provision in society legislation for allocating voting rights to shares. The rules must also set the majority required to amend, rescind or add new rules. The 2014 Act requires special resolutions with specified minimum majorities for decisions to amalgamate with, or transfer engagements to, another society or company (see Section 2.7), or to convert a society into a company (see Section 2.6.4).
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