Annual General Meetings and COVID-19
Due to COVID-19 restrictions currently in place for public gatherings, some associations may find it difficult to comply with the legislative requirements to hold an Annual General Meeting (AGM).
Many sporting organisations in Tasmania are incorporated and are required to comply with the Association’s Incorporation Act 1967 (the Act). This includes the conduct and timing of Annual General Meetings, and the submission of Annual Returns.
What does the organisation's constitution say about AGMs?
Sporting organisations should check whether their constitution allows alternate ways to meet legislative obligations regarding AGMs. Specifically, the constitution may allow:
- A virtual or remote AGM either online or via teleconferencing. This may include an AGM at a physical location where attendees have the option of attending either in person or online.
- Delaying the AGM to a later date.
What if the constitution does not detail alternative options?
If an organisation has drafted its own constitution, rather than adopting the Model Rules, and the constitution is silent on a topic, the constitution may adopt what the Model Rules state for that situation. The only exception is if the organisation’s constitution specifically excludes the Model Rules or if the provision within it is inconsistent with the Model Rules.
Section 13, Subsection 2 of the Model Rules outlines that an AGM is to be held on any day (being not later than three months after the end of the financial year of the Association) the committee determines.
The Model Rules do not include specific information on virtual or remote AGMs. The Model Rules include guidelines for holding an AGM in Sections 13 through 22. If an organisation can meet these guidelines in a virtual or remote format, the organisation may hold a virtual or remote AGM. Note that under the Model Rules organisations are unable to vote on special resolutions virtually.
How to hold a Virtual AGM
Virtual AGMs must be held in accordance with the Constitution and/or the Model Rules. This includes the provision of notice to members, calling for notices of motion, having a quorum and the procedures adopted at the AGM itself.
It is important that all attendees at your AGM can participate in real time, and that everyone can hear and participate in the conversation as it occurs. Ensure that participants are given plenty of opportunity to ask questions.
There are many tools available to hold virtual or hybrid meetings. Clubs should contact their State or National Sporting Organisation who may have tools and platforms available for conducting virtual meetings. Digital Ready Tasmania also provides information on various video conferencing tools.
If the organisation is using a new platform it should test the technology before the meeting to ensure it works as anticipated. Send all attendees a clear agenda and instructions on how to join the meeting online.
What happens if an organisation's constitution does not allow for a virtual AGM and there is no option for delay?
Consumer, Building and Occupational Services (CBOS) is responsible for regulating Incorporated Associations in Tasmania.
If the organisation is unable to hold an AGM due to COVID-19 restrictions, it should contact CBOS immediately to discuss its specific circumstances.
Contact CBOS by phone on 1300 65 44 99 or visit the CBOS website.
Will organisations be penalised for delayed lodgement of their annual return?
Under the Act, annual returns should be lodged within six months of the end of an organisation’s financial year, otherwise the organisation may receive a penalty.
If an organisation believes it may not be able to lodge its annual return in accordance with the Act, the organisation should contact CBOS prior to the reporting deadline.