Meetings

Disclaimer

The commentary contained in this section is general. All native title claim groups or PBCs should seek legal advice that considers their specific circumstances.

Meetings

Meetings are how PBCs are able to make decisions. Provided here is an overview of meeting requirements for PBCs and a guide to running effective meetings, as well as links to existing sources.

PBC’s rule book is required by Corporations (Aboriginal and Torres Strait Islander) Act 2006 (CATSI Act) to contain rules about meetings, as well as rules about decision making. These rules can include information about:

  • when to hold these meetings
  • how to give notice to the members and the native title holders
  • business for the meetings (the agenda)
  • how resolutions are made
  • who chairs the meeting
  • what is needed to reach Act ‘quorum’ (quorum is the smallest number of people needed to be present for a meeting to go ahead).

Chapter 5 of the CATSI Act sets out the requirements for meetings and rules a PBC must follow.

This overview on board meetings explains some of the terms used during meetings, gives tips on chairing a board meeting and help with running better meetings. A meeting checklist as well as meeting terms and etiquette can also be helpful and should become part of a board induction package. Recording minutes of meetings is often a task for the PBC secretary.

Types of Meetings

Annual General Meeting (AGM)

AGMs are held once a year, as typically all PBCs are required to hold an AGM within five months of the end of their financial year. A PBC must otherwise apply for an extension with the Registrar. AGMs are open for all to attend, but generally only members can vote. AGMs provide an opportunity for people to hear about what the PBC has been doing over the past 12 months and ask any questions.

Decisions made at AGMs are called ordinary resolutions. These usually involve approving the previous AGM’s minutes, electing directors and auditors and approving financial requests.

  • confirming the minutes from the previous AGM
  • electing directors
  • selecting auditors
  • approving any requests for financial benefit

(Special) General Meeting

For other issues, a general meeting may be called at any time throughout the year. They can be called by any director. Members cannot call general meetings, but they can write to the directors to do so. When a PBC starts up, a general meeting must be held within the first three months.

The decisions made at a general meeting can either be an ordinary or special resolution (see below). The decisions deal with any particular issues drawn to their attention by members (e.g. matters concerning land and resources, large projects or plans, or rule book changes).

Holding Virtual Meetings

In light of covid-19, the Registrar introduced special rules to accommodate holding meetings during a pandemic. These allow PBCs to postpone or cancel a meeting after it has been called, more easily pass resolutions and meet virtually. Meetings can be held using any suitable technology, including via social media, online, or mobile. Also, resolutions could be passed even if not in-person. This means directors and members may vote using text, social media or other applications, as long as an electronic record is created and retained (e.g. compiling screenshots of messages). However, it is important to note that these special rules expire in November 2020.

Where it is infeasible to host an in-person meeting, a virtual AGM may be possible. This guidance on AGMs impacted by covid-19 offers options for general corporations in Australia, and there is also practical help for how to host an AGM online. There is also a free webinar you can view for how to hold AGMs during social isolation.

Types of Decisions

Decisions are made by members and are termed ‘members resolutions’ as, under the CATSI Act, only members can vote on decisions. Members resolutions can be ordinary or special, each with a different voting process.

 

 

Ordinary Resolutions

Special Resolutions

Type Of Meeting

General meeting,

AGMs

General meetings only

Voting Process Required

 

50% or more of total votes in favour of the decision (majority)

75% or more of total votes in favour of the decision (more than majority)

Subject Of Decisions

  • confirming the minutes from the previous AGM
  • electing directors
  • selecting auditors
  • approving any requests for financial benefit
  • 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).

 

CATSI Updates

The CATSI Act is currently under review. As at July 2020, a draft report of the CATSI Act review has been released. The recommendations from this report are important to consider as they may impact lead to different requirements if implemented, and also are generally helpful as the recommendations are based on what has or hasn’t worked for PBCs in the past.

Recommendations about meetings include:

  • streamline governance processes
  • incorporate traditional practices into the governance
  • simplify the process in meetings for the appointment, management and removal of directors
  • mandate transparency
  • allow PBCs to pass a special resolution to not hold AGMs for up to 3 years, given the difficulty faced by PBCs which lack resources and operate across vast areas
  • give the Registrar power to call general meetings 
  • allow 30 day extensions for holding a meeting (if the Registrar is notified)
  • allow notice of a meeting to be updated within 30 days of its scheduled time (e.g. with a new time, date, place)
  • enable the Registrar to cancel meetings once it has been called (currently, unless this is provided in the rule book, only a court can cancel a meeting)
  • allow increased use of technological platforms to hold meetings
  • provide greater clarification about the conduct and cancellation of general meetings
  • ensure independent voting (e.g. an non-involved party counts votes)
  • remove the requirement that mandates a first meeting within three months of incorporation

Further resources

Reading

Practical Resources