Meetings are how PBCs make decisons about the present and future. This section of the website provides an overview of meeting requirements for PBCs and a guide to running effective meetings. It will also provide links to existing sources about running meetings such as those provided by ORIC.

Decision-making at meetings

Decisions made by the members occur at two kinds of PBCs meetings: the Annual General Meeting (AGM) and the Special General Meeting (referred to commonly as ‘General Meeting’). Decisions by members are called ‘members resolutions’. They can be ordinary or special resolutions. These require two different voting processes.

Special resolutions are made at General Meetings. They are ‘special’ because majority rules which apply to the ordinary process are not enough – they require 75% of total votes in favour of the decision.

Annual General Meeting (AGM)

AGMs typically:

  • Happens once a year;
  • Is open for all members of the group;
  • Is an opportunity for people to hear about what the PBC has been doing over the past 12 months; and
  • Provides a chance to ask any questions that may come up.

Anyone can attend an AGM, but typically only members have the right to vote at an AGM.

What decisions are made at an AGM?

  • Confirmation of minutes from previous AGM;
  • Election of directors;
  • Choosing an auditor; and
  • Approval to give financial benefit to a related party.

(Special) General Meeting

For other issues, a General Meeting may be called. Members cannot call general meetings, but they can request the Directors to call general meetings.

General Meetings:

  • May occur throughout the year; and
  • Can be called by any Director to deal with particular issues which are drawn to their attention by members in writing: such as about things like land and resources, large projects or plans, or rule book changes, for example.

What decisions are made by members at a general meeting?

There are two types of decisions that can be made at a general meeting: ordinary and special resolutions (outlined above). Ordinary decisions include those decisions specifically whatever the meeting was called for. They made include:

Special resolutions include members making decisions at General Meetings about:

  • Changing the corporation name;
  • Amending the Rule Book;
  • Cancelling a member’s membership;
  • Removing a director;
  • Transferring the PBCs registration to another law;
  • Winding up the PBC and subsequent asset distribution (see ORIC Oracle, August 2017).