Fall is a busy season for membership organizations and many of our clients are preparing for their annual general meeting (“AGM”). The three key functions of the AGM are:
- To allow the board to meet its legal obligation to report to the membership annually
- To elect directors and officers
- To vote on any changes to bylaws
There are some things that must be done at your AGM to meet minimum requirements. Your bylaws and local legislation may also set additional requirements – so make sure to check your bylaws and the legislation that governs your organization.
Here is a checklist to help you plan and execute your AGM.
Before the AGM
- Fix date and venue
- Inform members of date, time, location and key agenda items. Your bylaws may prescribe a minimum notice period and they may also prescribe advertisement of the GAM in local media. Send proxies if your bylaws provide for them.
- Prepare the AGM agenda. At a minimum this must include a vote to confirm the minutes of the last AGM and a vote to approve the financial statements. It may also include the following:
- Chair’s Report
- Treasurer’s Report
- Nomination of new directors, officers, re-nomination of expiring directors, officers – if they have not been nominated in advance.
- Vote on new directors, officers, and re-election of eligible existing directors. If there are any new directors or officers, or expiring directors who seek re-election, this vote must take place.
- Appointment of the auditor. If the bylaws or legislation require an audit then the auditor must be approved each year for the following year.
- Vote on changes to the bylaws. Any bylaw changes must be ratified by the membership.
- Vote on membership rate for the upcoming year.
- Questions from the floor after each report and before each vote.
- Prepare the AGM briefing package. At a minimum this should include:
- Minutes from last AGM
- Chair’s report and/or Annual Report
- Treasurer’s Report
- Slate of nominees for directors and officers – this will require a vote
- Ballots, if required
- Roster of existing directors and officers
- Briefing materials on any other matters that require a vote
- Other business – this typically includes items set by the board and an open-ended offer to the members to raise additional business
- Organize submitted proxies, if used
- Consider adding a speaker, dinner or cocktails to the AGM to encourage a good turnout. The AGM alone rarely attracts a crowd J
At the AGM
The AGM is typically facilitated by the Chair.
- Register attendance so you have documented the members that actually attended the meeting
- President’s/Chair’s Report. This typically includes a review of the past year and plan for the next year
- Treasurer’s Report. This typically includes a review of the major budget outflows and inflows. At a minimum it must include the organization’s financial statements. If legislation or bylaws require an annual audit then these should be the audited financial statements.
- Voting. The attendees must vote and the results announced. If proxies have been issued then the proxies must be counted.
- Minutes. Any decisions made at the AGM must be recorded.