Chris Riches:

Hi there. Welcome to today’s Webinar. And our session today is a timeline during what is traditionally annual general meeting season for charities. Today we’ll be providing tips and guidance on how to help charities run great annual general meetings. My name’s Chris Riches, I’m from the ACNCs education team. Joining me today is my colleague from the education team as well, Matt Crichton. Hi, Matt.

Matt Crichton:

Hello, Chris. Hello everyone.

Chris:

Firstly, as we usually do, we’ll whip through a couple of housekeeping items. So if you’ve got any troubles with the audio for the Webinar, you can try listening through your phone. You can call the number listed in the email you will have received when you signed up. And you can put in the access code and listen to the Webinar that way. You can also ask a question at any time through the Webinar by using the tools in the go-to Webinar panel on your screen. Feel free to ask questions during the Webinar by typing them into the go-to Webinar interface. We’ve got our colleagues Amanda and Heath on-hand to respond to your questions. We’ll try and get to as many of the questions as possible. But if your queries isn’t answered, feel free to send us an email afterwards and we’ll get back in touch with you as well.

Now, a recording of this Webinar as well as the presentation slides, they’ll be published on the ACNC website in the next couple of days. We’ll also send out at email with all the links and all the bits and pieces featured in this Webinar so you don’t have to madly jot everything down as we go through. Last thing, as we always say, we do value your feedback. If you’ve got any suggestions for ways we can improve our Webinars, please let us know in the short survey at the end of proceedings today. So let’s get into things.

Now, as we go through the Webinar today, you’ll probably hear us shorten the term A… sorry, annual general meeting, I’m shortening it already, down to AGM. Now, we’re talking about the same thing no matter whether we use the shortened version or not. So as you can see on the side there, this is what we’ll cover today. We’ll cover the basics and explain what an AGM is to those who are new to the situation, we’ll look at some of the main aims of an AGM, those that are required or expected by law, as well as some of the aims or components of an AGM that might constitute some I guess added value for your charity and the sorts of things that you should consider. We’ll cover the important points your charity should think about in the lead-up and in the organisation of your AGM. And then look at the staging of the meeting itself. Some of the things that you should think about, what you should do to get everything covered, and to run your meeting in a smooth and effective way. We’ll round things out with a look at the, well I guess we’ll say the aftermath of your AGM. What your charity needs to do to follow up its meeting. Then we’ll get into some questions if we’ve got some time.

Matt:

OK, but just before we do get into the content today, we’ve got a few handouts for you that you should be able to download from the go-to Webinar control panel. There’s a couple of templates and… well, one’s a notice. A few templates covering a few things that are important for your AGM. Depending on what device you’re using, whether you’re on an iPad or some sort of tablet or laptop, the download spot may be slightly different. But have a look on the go-to Webinar control panel, you should have an option to download the three templates that we have available for you to download there in handouts. They are three Word documents. OK, so if you download these templates, that will be useful for you later on. Of course you can get them on the website as well. So if you can’t find them it’s not a huge issue. But we can jump into the Webinar content proper now. Chris, do you want to give us an overview of what an annual general meeting is?

Chris:

Alright. Yeah, what is an annual general meeting? Now, most of us here today will have some level of idea about what an AGM is. But for anyone that might be new to the world of charities, especially incorporated associations and AGMs, we’ll offer you a bit of an intro. As you probably deduced from the name, the annual general meeting is the big meeting that is staged once a year and that members are invited to attend. We’ve all probably seen footage of, you know, big business AGMs on the news, sometimes shareholders getting a bit shirty, getting a bit annoyed and grilling company leaders or CEOs. If you’re a paid-up member of a sporting club, as many of us are, be it maybe Aussie Rules, netball, rugby, soccer, you might even get a letter in the mail each year with an invitation to your club’s AGM and information on what will be discussed or voted on. Now, for charities, AGMs, well they might be sort of far less grand, but they are no less important.

Matt:

Yes, they are extremely important for the effective running of an organisation. And generally they have, they have what we have distilled down to three main aims. We’ve got them up here on the slide. Not all charities will cover off all three of these aims, but as a rule, these are the sort of things that will generally be covered off.

So the first aim, just to provide members with a report on charity activities and finances and an overview of what happened in the previous 12 months in the lead-up to the AGM. And sort of a formal show and tell session, I suppose. The second of the main aims is to allow the members of the charity, well the ones that are present, or the ones that are at the AGM, to ask questions of the charity’s governing body. And for many organisations that will be called the board or some may call it the committee, board of directors maybe. Some AGMs for small charities may not see questions asked, others might have a few. But the important thing here is to at least offer the opportunity for members of the charity and people present at the AGM to ask questions of those in charge. The third of the main aim, the third point is to elect members to the charity’s board or committee. So if a board member is leaving, stepping down, an AGM is the chance to have a new board member elected. And usually that would be following some sort of nomination process. But at the base level, that’s generally the main aim of an AGM, those three features.

Chris:

Now, why do charities stage AGMs, apart from the three features that Matt just spoke about? What do those three main aims set out to fulfil or achieve? From a legal perspective, those charities that are incorporated associations are compelled by the relevant Incorporated Association Act that’s enforced in their state or in their territory to stage an AGM within a certain number of months from the start of their financial year. Now the number of months varies. For some incorporated associations it might be three months, for others it’s six, for others it’s four or five. So if your financial year starts on July one, you will probably have to stage your AGM before the end of the year at a minimum, and most likely before the start of October/November, around about that time.

Now, to clarify what the specific requirements of your… I’ll try again. Your charity has to adhere to, you can go to your state or territory regulator. That might be a consumer affairs organisation or a fair-trading body. And they’d be overseen by a state or territory government. They’re listed at acnc.gov.au/regulatorlist, as you can see on the screen there.

Matt:

OK, and just once again that these links will be included in the follow up email we send to everyone after the Webinar. So you will get them later, you can click on that. But [indistinct 8.00] if you’ve got time to have a read through it. But your charity, just on the regulation, the charity may or may not have a state or territory based regulatory responsibility to have an AGM. But even if it doesn’t, you should consider the responsibilities that every registered charity has to the ACNC and in particular to the ACNCs governance standards. As you can see on the screen there, probably the most notable when speaking in the context of AGMs is governance standard two, which is about accountability. And it requires registered charities to take reasonable steps to be accountable to their members and to allow their members to… sorry, to allow their members adequate opportunities to raise concerns about how the charity is run.

OK, being accountable includes letting the numbers, sorry, letting the members know about the charity’s activities and what the results of those activities are, as the man on the screen is telling you now. It also includes allowing members to raise concerns and ask questions about how a charity is run. And it’s really important to bear this in mind when you’re setting up your AGM, the AGM is the perfect place to allow these, to allow members and people interested in the running of the charity the opportunity to do this. An AGM, it might also offer at your charity an opportunity to present the widest possible audience any noted changes to the rules or its constitution, its governing document, and that type of thing. So it’s a really great chance to, I suppose, live the principle of transparency.

So the charity might not be absolutely compelled under particular laws of the state or territory level to stage an AGM, but registered charities are compelled to abide by the ACNC governance standards and as you saw on the previous slide, governance standard two is particular about being accountable and accountable to the members of a charity. So with this in mind, the ACNC does recommend that charities stage some sort of AGM, even if other regulations don’t compel them legally to. And again, it comes back to transparency, accountability, and your organisation’s reputation. It’s also stops any complaints may have that your charity’s trying to hide something because it hasn’t staged an AGM. So having the AGM annually, as the name suggests, is a really important feature in maintaining that openness, that transparency, and fending off those sorts of complaints.

Chris:

So we’ve had a look at the three main aims of the AGM. There’s some key words there for us. There we go. And as well as some of the regulatory and ACNC governance standard context for AGMs. But the smart charity should also take time to consider how their staging of an AGM can add value to their organisation. Now, when we say add value, what do we mean? We know that AGMs form a very important transparency and openness component of any charity’s operations. But some charity’s do go the extra mile. Some stage their AGMs on the same day as a charity event, or just before that as a bit of a lead-in. I know, personally speaking, I’m involved with a junior sporting club as a volunteer, and I know that the AGM, which is currently being planned, is staged on the same day as a presentation day where we gather all the players together, all the teams together, present some medals, present some awards, spend some time together. We also use that day as a bit of a fundraiser as well. So this sort of thing makes it easier for members to attend an AGM as they might be, say, attending the presentation day. That in turn improves the group’s transparency, its openness, and its availability. So that’s a bit of a win-win. Plus, there’s sausages and bread and anyone likes sausages and bread and those getting to the AGM early can get in before the rush, which is very important.

Now, another idea, has your charity undertaken a big project in the past 12 months? Is it working on something that is going to get really sort of going on ground in the coming 12 months? Why not organise a special presentation at your AGM designed to perhaps inform or raise awareness and maybe even recruit volunteers and members. It could be a multimedia presentation, it could be something involving a speaker, even just something simple, a display with some information. A charity could organise for a guest speaker to present on a topic which might interest members. Again, this sort of thing attracts people to your AGM, promotes your organisation more out there in the community, and in turn raises your profile, you might see you attract more members, supporters, even donations. So have a bit of a think well in advance about what your charity can do to add this type of value to its AGM. And if you’re running out of time for it this time around and you may not be able to organise something for the AGM that you’ve got coming up, maybe think about it well in advance for next time around.

Matt:

OK, yeah, some really good points that are worth considering. And I think it’s one of those things that people don’t really think too much when they plan their AGM, they’re trying so hard to get all the things they need to get ready for an AGM and they’re concentrating so much on the meeting aspect of it that they don’t think that there are probably some other things they could tie into that meeting and coax more members to show up.

OK, now, this is getting to some of the nitty gritty of actually organising and setting up and AGM for your charity. Now, the first thing, this may seem pretty obvious, but a charity needs to settle on a date for its AGM and then advertise it or give notice of the intention to hold it. Once upon a time this might have been publishing it in a certain spot in the local newspaper, but these days with so much more access to greater means of communication, there are probably several ways you could do this. But the point of this is the public notification of the AGM, the date, and giving people advance notice that it’s going to happen. It can be staged at whatever time and date best suits your organisation and the board and committee. Otherwise… unless there’s some specific requirement in your organisation’s rules and its constitution that stipulates it must be at a particular time. But of course, if your organisation is tied to other regulations, so, for example, if it’s an incorporated association that has to follow some of the laws set out by a state regulator, then in that case the AGM might have to fall within specific timelines as stipulated in that legislation. So that’s worth keeping in mind, too.

But of course, it’s unlikely that an organisation’s rules are going to stipulate something as precise as it must be staged at 7:07 PM on the first day in September. So you I guess get the point that suiting the attendance of most people is a really important thing to keep in mind, yeah.

Chris:

Now, that sort of holds true as well that if you’re holding your AGM in conjunction with another event or if you’re inviting a guest speaker, again, these are factors that will play a part. So if you’re staging an AGM where attendees have day jobs or have school-aged children, there’s a bit of consideration I guess to play a role there… in the newspaper. You know, we, X charity, hereby notify that we’ll be holding our AGM on X date, 21 days after this ad in the newspaper and it was all really nice and formal and lovely and all that sort of stuff. But we’re beyond that a little bit now. There might be some charities, especially again incorporated associations, which have guidelines governing the notice they need to give to people about their AGM. Again, back to the sporting group that I’m volunteering, while I volunteer as a part of, we’re compelled as an incorporated association in Victoria to give notice a specific number of days in advance. I think it’s 30, if I remember correctly. And to do so via a website overseen by our state regulator, which in Victoria is Consumer Affairs Victoria.

But for many charities what constitutes proper notice is dictated by their governing documents. And if their governing documents still have you giving notice via a newspaper ad, perhaps it might be time to update those documents. So, you know, feel free. Use email, use social media. Get on your charity’s website. Get something up on the charity’s pinboard or its front desk if you’re lucky enough to have one. But be reasonable and provide proper, reasonable notice to members and the public. Not doing so, you know, trying to, as we say on the slide here, sneak things through, sneak a meeting through, that’s poor transparency. That can really damage your charity’s reputation and public standing. And look, it might even put you into sort of conflict with governance standard two, which we mentioned earlier on.

There was a case a few years back, a well-known case, where a large, we won’t mention their name, but they were an environmental charity. They were experiencing some internal ructions, some infighting within their organisation. They decided to advertise their AGM. It was going to be staged in one part of the country, but the advertisement appeared in a minor newspaper which circulated in an entirely another part of the country. Thousands of kilometres away in another state. Now, this was within the organisation’s rules, but of course it was also pretty poor behaviour from a transparency and accountability perspective. And if I recall correctly, a court eventually declared that the meeting and the election staged at that meeting was not valid. So that’s a big ouch and it’s a double ouch when you’re thinking about the damage that that sort of thing does to an organisation’s reputation. So advertise the AGM properly and within a spirit of transparency and accountability.

Matt:

There are other things to organise also, excuse me, for an AGM. Sort of admin things. But the meeting agenda is really important. And it’s an easy one, really. As there’s no real day-to-day business being discussed at the AGM. So it will be shorter than say a normal or a regular meeting agenda. As I mentioned at the beginning, we’ve got a template agenda as a hand-out. So have a look at that one, that Word document, to help you, to help you set out your agenda for your upcoming AGM. But also, the Institute of Community Directors website which is part of the… Our Community Group has a link to similar materials. And we’ve got a link to that on the slide there, too. So that will be in the follow up email, too.

And of course the agenda should run through everything that needs to be covered in a meeting. So the presentation of reports, annual reports or financial reports. It needs to cover elections, question time, any presentations you’ve got lined up, that sort of thing. And also, with the agenda, make sure that the people need to get it do so in advance, too. People like to be able to have a look at the agenda, know what they’re going to be discussing at the AGM. And well the point being that they can come prepared with questions or prepared for whatever it may be, for suggestions or whatnot, to the AGM, which makes it a more effective use of everyone’s time.

Excuse me. And just two quick notes on the agenda. So just remember that while the agenda might be slightly different to that of a normal meeting, the procedure should be the same when it comes to moving motions and seconding and debating and that sort of thing. And also, an AGM motions must be moved to accept the minutes of the last AGM, to approve the chair’s report or the annual report, to approve the treasurer’s report or the financial statements. And motions must be seconded and a vote, generally via a show of hands, must be taken as well. And of course the annual report and financial statements must be prepared beforehand. So if your charity’s financial statements need to be reviewed or audited before the AGM, that will need to be considered as well. Allow enough time for all this to occur before the AGM begins.

Chris:

Now, a couple of other things that you need to sort of have prepared or have ready for your AGM. A quorum. Now, you need to ensure that you’re going to have enough people at your meeting, and that’s a quorum, to make any decisions that your charity agrees and ensure that they’re valid, sorry. Now, this is likely to be spelled out, again, in your charity’s governing documents. It’s more of a rules, that sort of thing. Also be clear on who will run or chair the AGM. Usually it’s your charity’s board chair or deputy chair. Now, when it comes to minute-taking, good minute taking is a vital part of any meeting. AGM, no different. Ensure you have someone who knows what they’re doing and who can keep up with proceedings. Someone has the ancient art of shorthand in their kit bag, that’s pretty good.

Now, if elections are going to be held, it’s probably a good idea to appoint someone as responsible for the running of the election. Now, they can be… they’re commonly called a returning officer or a returns officer. Any election should of course be staged in accordance with your charity’s governing documents and in a fair manner. Election material, nominations, all that sort of stuff must comply with any rules that are in place. When it comes to elections, ensure there is clarity on who is eligible to vote, who is eligible to stand or nominate for positions on the board, and whether people who can vote but who can’t attend your AGM can delegate their voting power to another person. This is called a proxy. Not all of these things might be relevant for charity’s, especially small ones. But it’s good to check on them, refer to your governing documents, again, and be assured on what is and isn’t allowed. And if your governing documents aren’t clear on these things, it might be time to draft some amendments to address these grey areas. Amendments can be approved or debated in an appropriate meeting in advance of your AGM if you wish to have them in place in time to guide your next AGM.

Now, final point on elections. Nominations must, generally, anyway, nominations must be called for from the floor for officer bearers. Officer bearers being chair, deputy chair, secretary treasurer, and committee members. If more than one person nominates for any office, or if there are more nominations than there are committee places, there must be an election. An election can be through a show of hands, as we mentioned before, or if we really need to, a secret ballot. But usually a show of hands does the job. If there’s going to be an election for your charity’s chair, your current chair, if they are looking after the meeting, should step aside from being chair during the election and be replaced by an acting chair. There’s a lot of chairs here. Acting chair who is specifically appointed for the duration of the election. A returns officer can help coordinate all this and ensure an election is staged in line with the requirements set out in your charity’s governing documents.

Now, anything else, last things, guest speaker, obviously needs to be an organised venue, material, technology, presentations, displays, have this organised, have it under control. Now, just a quick note on technology here. We often get a question or two through to us posed by charity’s contemplating their AGMs, it’s about the use of technology, and more specifically about the use of technology to attend meetings. A lot of charities ask about whether a board member can say Skype in and attend a meeting remotely or via teleconference. And this query also goes for annual general meetings as well. The good news is that generally the answer is yes. State and territory regulators don’t speak in prohibition of the teleconference type communication or attendance of meetings and AGMs. In fact, some states specifically approve of their use as long as the telecommunication occurs in a way which allows the board or committee member using it to communicate clearly and simultaneously with colleagues. There needs to be the ability for a bit of to and fro. They need to be active, they need to be in the meeting even if they’re not physically in the meeting.

From an ACNC perspective, the use of technology can be a convenient and practical way to get everyone in the same room. If your charity’s constitution doesn’t expressly forbid its use, you should consider it. And if your charity’s constitution doesn’t mention the use of technology, again, it might be a good time to amend it or update your governing documents.

Matt:

Yeah, that’s a good one to bear in mind. Some people think that their AGM has to be delayed or it can make organising the date really tricky because they can’t get all the board or committee in a single place at the one time. So technology can solve that problem for a lot of people. OK. And actually just while we’re on committees and whatnot, we are referring to I suppose board, committee, director, committee members, chairs, that sort of thing sort of interchangeably. They are going to be, they are going to have specific names that mean something more to you within your charity. But when we say something like the committee or the chair needs to do this, it’s speaking in general terms and you could probably, you would probably know yourself which role that refers to in your organisation if you don’t use exactly the same terms.

OK, so if you have prepared properly and organised things well in advance, as we would expect you to have done, you’ve pretty much laid the foundations for a pretty good AGM. So we’ll just go over some just general pointers of… good tips when you’re staging your AGM. Now, you want to keep things moving at a good pace. So you don’t necessarily have to rush through the agenda or prevent proper scrutiny of ideas and suggestions or cutback on time for questions, but it just helps to keep the meeting on track, prevent it going off on tangents, and keeps you sticking to the agenda. Having a good chair, or whatever role that is for your charity, is one way of ensuring that things do keep moving at a good pace.

Chris did mention before about minutes, this is something that’s really useful, particularly hits home later on when you’re trying to put the minutes together and send them out. Having someone that was good at taking minutes, clear, concise and to the point is really important. And accuracy of course. So if the notes are inadequate or misplaced, then the record of the AGM and the decisions made at the AGM will be lost. And of course it’s better to be too detailed compared to not detailed enough. So use someone who is… you’ve got the person looking after minutes that you know will do a good job and is capable of, capable of taking accurate and quality minutes.

Chris:

Alright. Now, obviously another thing that occurs during AGMs is question time. Not parliamentary question time. It’s important for charities to allow time for questions in AGMs. And it’s important for them to allow time to properly answer questions as well. Allowing time for charity members to ask questions is vital. Now, they can ask questions, what about providing answers? If you’re able, as a charity, to provide answers to questions straight away, maybe by referring them to the annual report, financial report, other information, documents, that sort of stuff, do so. Definitely do so. But if you’re unable to properly sort of answer a question or answer it in a level of detail that perhaps you know you could or should, or you believe that you could, you know, take a little bit of extra time to put together a proper response, consider taking the question on notice and then supplying a proper comprehensive response as soon after the meeting as possible.

This type of response could also be included in the minutes of the meeting, as long as it’s correctly noted as being provided after the AGM concluded. This shows your charity is demonstrating good behaviours, honesty, accountability, transparency. Taking a question on notice as a way of avoiding answering it is not good practice. Charity members are allowed and even duty-bound to ask tough questions where required and seek answers if they have queries or concerns. Again, transparency, honesty, and accountability are the keys for your charity’s reputation and to ensure it adheres to ACNC governance standards and other regulations that might be in place.

Charities are also within their rights to say politely but firmly, ask anyone putting a question to them to make it clear and direct and not beat around the bush. Sometimes you might want to do this at the start of your AGM. Question time shouldn’t be used as a platform for the generally airing of grievances. It should instead be used as a way for anyone with genuine concerns or genuine queries to seek clarity by asking considered questions of a charity’s governing body. That’s what it’s all about.If someone wants to get on the soapbox, then you may need to interrupt and we’re going to… with, in the advertising or in the lead-up to this Webinar we’ve been asked a little bit more about nominations and that sort of thing, so we’ll go through that a little bit later on when we answer a couple of questions as well.

Now, if there’s a vote, you need to ensure it’s conducted in a transparent way. And that it is seen to be conducted in a transparent way. Your charity’s approach to everything at its AGM must be transparent and beyond reproach. Having a dedicated returning officer for any AGM related election process is a key. Last thing, too, we’ve got it right here, say thanks. Thank board members, thank charity members who attend, thank outgoing board member, definitely thank outgoing board members, goodness me. Thank incoming board members. Presenters, supporters, volunteers. Everyone, anyone. The people who have provided the venue. Anyone that you should think deserves a thumbs up, give it to them. It’s a small thing but it’s a valuable thing to take that sort of time to officially thank people at your charity’s AGM.

Matt:

Yeah, it’s important to remember that most people most of the time are volunteers. So all the time that they put in over the previous 12 months has been out of sheer love for the organisation. So just saying thank you is a good way of returning some gratitude. Just also, after an AGM, it’s not quite the end yet. So you’ve put in all the effort to set it up, give notice, have everything go according to plan, but there’s still some work to do. Not quite time to relax and there’s a few loose ends that you need to tie up. Minutes, we mentioned the importance of minutes. Minutes will have to be properly transcribed and as soon as possible after the meeting of course so they can be reviewed and distributed. Don’t lose the notes because they will be really important to getting this step done. As Chris just mentioned, taking the questions on notice will leave you with some work to do after the AGM because you promised to get back in touch with everyone with an answer. So you need to follow up on the queries asked during the AGM and to do so quickly and thoroughly. And you could also consider putting answers to questions that you took on notice in the documented minutes that go out to all the members.

Publicly announce the election results or any decisions made, too. And once again, thank any guest presenters that you may have had or anyone else who needs thanking.

Chris:

Alright. Now, as we’ve got here, we’ve got some key points to remember. So we’ll distil down all the bits and pieces. We’ve got about, we’ve got eight, there you go. Eight key points to remember. So I’ll duck through the first couple. Now, the first one is that, as it says there, staging an AGM might not be absolutely compulsory for registered charities, but in reality it is good practice and it does help you comply with ACNC governance standards. The second point to remember is that how your charity runs and gives notice of its AGM will be dictated by any requirements of your state or territory regulator as well as what is set out in your charity’s governing documents. So pay attention to both, be knowledgeable of both, be aware of what they require of you.

Matt:

Yeah, and consider using your AGM as a way of doing some of the other important things that you wanted to get done during the year. So consider the extras. That can be having a guest presenter or using the AGM as a way to run other events like a fundraiser or other promotional events to let people know about your good work or even to try and recruit new members and supporters. And make sure you’re having the AGM at a date and time that best suits your organisation and of course complies with the rules, whether they are your own internal rules or rules as laid out by some other state or territory regulator. For example, the one to, you must hold it within a certain amount of months after the end of your financial year, that sort of thing. And this last sentence, just give proper public notice of your AGM. As we mentioned, it doesn’t have to be a notice in the classifieds in the newspaper anymore. There are plenty of ways you can do it, but the important thing is letting the people know that you’re going to have one.

Chris:

Fifth point, and it’s about preparing, clearly. Good preparation leads to probably a better AGM, better chance of a successful AGM. Prepare a solid agenda, have a meeting chair who will keep things moving, keep them on the rails. Have all your documents and all your reports ready. If they’re financial reports, you’ll need to get them signed off, audited, reviewed, all of that sort of stuff. Have everything that you need ready. And again, we’ll say it again, take good minutes. The sixth point to remember, remember that your charity can use technology to allow people to attend. If this option provides a benefit, consider it. Definitely consider it. May as well use the technology or the resources that are available to ensure that your annual general meeting is the best it can be.

Matt:

And let’s acknowledge it, just, sorry to ring (?)-up on number six, but that technology one, it can actually make setting up the AGM that much easier. Particularly the planning of it. So don’t discount that immediately. It can… suddenly you make what was once upon a time an arduous task of trying to find a date for the AGM that much easier if you have technology at the forefront of your mind.

Chris:

And if you’re not 100% sure about the technology, you know, plugging X socket into X wall or anything like that, if you’ve got someone who’s relatively savvy with that sort of thing, which most groups do, and I mean things like Skype are pretty easy to use, you know, get them involved. If you’re going and you’re, you know, holding it down the local hall or, you know, a venue that you know, ask one of the staff there, ask one of the people there. Hey, we might need this bit of technology to get everyone in the same room virtually, can you just, you know, help us set it up, just a little bit before the meeting. Again, get yourself prepared, getting things laid out beforehand helps a lot.

Matt:

And the last couple of points to bear in mind, if you’re planning an election, and in many cases an organisation will at the AGM, have a returning officer or someone who’s responsible for overseeing it and running it properly. You don’t have to call it a returning officer, it’s a common thing, you can call it whatever you like. But the point being that someone is responsible for overseeing the process and making sure that it’s done properly. And make sure the questions from the public or members are received and properly answered. And after the meeting, tie up the loose ends. And do it quickly. Don’t let it drag on. It might feel like homework sometimes, but don’t leave it to the last minute. Just get it done quickly, get everything associated with the AGM all wrapped up neatly as soon as you can is the best way to finish it up.

Chris:

Now, we’ve got some slides here, well one slide here with some of resources that we’ve mentioned. There’s quite a few of them from the ACNC site. A couple of them have come across as hand-outs, again. So if you can access them as hand-outs, great. If not, there’s some links there. We will obviously go through an put those links in the email that we’ll get out to you in the next couple of days alongside the, you know, the presentation and the recording of the Webinar. All of those things will be up and going relatively soon.

Now, before we go any further, we do have a couple of questions.

Matt:

Yeah, we’ve got a few come through as we’ve been talking.

Chris:

We’ll just have a quick look now. We’ve got one about proxies, proxy votes which is, again, a relatively common one that comes to, comes to AGMs. Do you want me to…?

Matt:

Yeah, it’s a general one. So how should proxy votes be handled at an AGM? We mentioned that briefly, a few slides back, but yeah, Chris, just want to give a quick overview of this one?

Chris:

Yeah. Now, proxies, I mean everyone just sort of mentions them as proxies without a great level of explanation. Most people familiar with the topic will know what proxies are. What they are is the votes from people that can vote, that are eligible to vote, but they might not be able to attend the AGM. So what they do is these people, they delegate their voting power or their vote to another person who is actually going to be in a position to be in the room or at the meeting. Now, what we say or what should be done, there needs to be clarity on proxy votes. Obviously there needs to be clarity to start with on who can vote, but also who can proxy vote, in what circumstances, what situations. Your charity’s approach to proxies, it needs to be clear. It needs to be clearly understood. But most importantly, where the proxies can actually be used or are valid is usually, well it is, a matter that your charity’s governing document should spell out. Pretty simply put, it’s advisable to refer to your governing document and be assured on what is and isn’t allowed. The governing, your governing document, again, your lot of rules, your constitution, whatever you might call it, it should provide a pretty clear sort of light which your charity can follow on this type of thing.

Now, as a side note, that governing document that we talk about, that document, again it might be laying forgotten somewhere in a filing cabinet, filed away on your computer in some obscure folder somewhere, that governing document as you’ve heard throughout this Webinar, that remains the real key to a lot of the things that your organisation can and even perhaps can’t do when it comes to the AGM in this context. If you want to clarify your position on proxies, put it in your governing document. Be clear, you know, if you need to be or want to be clear on whether your AGM can use technology, put it in your governing document. Staging of meetings, running your organisation, governing document. It might be a good idea for your charity to set aside some time and review its governing document and discuss possible changes or updates.

If your charity’s governing documents aren’t clear on valid sort of relevant things, it’s probably time to draft some amendments to address these areas. Of course, then your board or committee will have to consider and vote on these changes, and notify members as well. These amendments could be approved or debated at an appropriate meeting well in advance of your AGM, or you may have to hold off until your next AGM. Debate it after this one, get those changes in place so that they can be put into place at your next AGM. But a governing document shouldn’t be seen as an unaltering, set in stone tablet, 10 commandments type thing. It’s a vital document but it’s one that should be your given (?) document and should move with the times and with the changes that your organisation experiences.

Now, there’s a second question we’ve received. And we also received it from some people in the lead-up to this Webinar as well. Generally it’s… I guess surrounds a charity who might get someone nominating for a spot on the board or might get someone who they know is going to ask some questions but they don’t want them to do it at the AGM. Where do we, where do we stand? Where does proper behaviour I guess stand on this sort of thing, Matt?

Matt:

Yeah, I suppose many organisations will have some competing voices or even some fractions and the desire to not want certain representatives from certain groups to nominate for board, but the reality is that if it’s allowed within the governing document and nominations for board positions and voting I mean generally is, then it’s something that an organisation would have to deal with and deal with in a transparent way. Look, if your charity is well-run, well-administered and has a board or committee that’s doing its job properly and transparently then it really shouldn’t have anything to hide. And look, it generally follows from a vote. So if the vote goes the way of the person going on the board then so be it and a responsible, mature group of adults running an organisation of course should be able to deal with that.

Look, basically a charity should, and this is not necessarily always about nominating for a board, maybe they’re a group of people that are planning to go to the AGM and ask some tough questions or rile some people up with some comments or discussion that you know about that you prefer to prevent to even attending the AGM. Again, it’s not really the behaviour of a well-run, transparent organisation to try and prevent people from coming to, members in particular, from coming to the AGM and raising questions that they think should be answered. The charity, the people running the charity, should be able to answer any reasonable and legitimate questions upfront and in a way which helps provide proper answers. And again, we mentioned taking questions on notice, that is one way of dealing with some tricky questions. But the important thing about that is that everyone involved in the organisation knows the rules and that taking questions on notice is in fact a reasonable thing to do. And the people asking question know that that might be the response they get. And if they do, that’s a perfectly reasonable response. So that’s one way of dealing with it.

If the questions sort of morph into what Chris described earlier as in general airing of grievances or someone, the desire to jump on a soapbox and rant and rave with an audience at an AGM, there’s probably a couple of other things you can do. We mentioned the importance of the person running the AGM, in most cases the chair or whatever role your charity has for an AGM, it’s really important that you’ve got a culture that respects open debate but also is pretty firm about keeping an AGM on tracks and following the agenda and not shy about letting people know that their question has sort of morphed from a question to just a general rant and rave. So having someone I suppose prepared to crack the whip in a fair way is an important thing to do.

And look, if there’s been a contentious decision made or something that’s been the subject of debate within the organisation during the past 12 months and you know it’s going to come up at the AGM, and the key there is what I just said, if you know it’s going to come up in the AGM, then it’s up to the people involved that may be the people that want to defend the decision or whatever happened to be prepared for these questions, you know. They’re going to come and be prepared to have the debate and present the side of the story that you want in answer to any of the questions and comments. Again, just, I was just going to wrap that up by saying that we don’t recommending underhanded tactics to try and prevent people from attending an AGM if they have every right to attend an AGM. Similarly, as far as asking questions and discussions at the AGM goes, an organisation that is well-run, responsible, and sort of proud of its transparency and accountability should be able to confidently deal with tough questions and use even the difficult questions and the soapbox rants as a way to improve their decision-making processes and just general accountability in the eyes of the members.

Chris:

With similar sort of vain I guess, if you know that perhaps there’s going to be someone looking to join the board as, you know, try and be elected to your board or committee and you know there’s maybe some question marks above them or not 100% confident about whether they could or should be there, again, that’s a charity perspective, a charity issue. One way of perhaps being a little bit forewarned is to ask formal nominations before the AGM. Again, similar to asking for, you know, or preparing a little bit of a response to contentious issues. Ask for formal nominations. Maybe these nominations can be in writing, maybe they can be, you know, advertised in advance beforehand. Again, the returning officer would be responsible for this sort of thing.

Anyone who wishes to contest a spot on the board can do so but your charity will know what might be coming around the pipeline and then cater for it. People can nominate for election as long as they meet the requirements your charity has spelled out. That’s just how it is, that’s how things work. Any person seeking to become a responsible person or I use the term responsible person in the ACNC context here, if they want to become a responsible person at your charity, you’re going to have to adhere and comply to the ACNCs governance standards. And they’re pretty clear on what is acceptable and what is not. So that helps you out in terms of context as well.

Final point, your state or territory regulator, they might have something to say on these types of matters as well. Especially if they turn into disputes. Unfortunately disputes happen. Just to note, the ACNC does not mediate not in or on internal disputes at charities unless there’s a threat to the charity not complying with governance standards, not following the law, that sort of thing. State and territory regulators might be the way to go when it comes to any disputes or any issues like that. They may even be keen to put you in touch with people who might be able to mediate on such grievances.

Last thing, if you don’t want someone to run as a, you know, as for an election, maybe you as a charity need to have a look at yourselves and ask why. Are there deep problems in your charity that you’re trying to shy away from? Are there questions that you don’t want answered or asked? Have a bit of a think as well because it might not be on the person who’s asking the question or nominating for a spot, it might actually be on you as a charity, too. So make sure that you’re doing the right thing.

Matt:

Yeah, some self-reflection is good for everyone. OK, that’s it for our Webinar today. We had quite a few questions come through and we tried our best to answer all of them. Heath and Amanda were typing away frantically to make sure we covered all your questions.

If you did have anything more that pops up that you’d like us to get back to you about, the email address on your screen is the best method for that. So advice@acnc.gov.au, and we’ll be able to provide you with a response.

Or you can gives us a call, 13ACNC, which is 132262.

And one of our friendly and knowledgeable advice services staff members will be able to answer your call and take your through or talk to you about the issues for your organisation.

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