ALIA meeting guidelines

General meetings

General meetings give members the opportunity to participate in decision-making through the passing of resolutions or informal unanimous consent. Corporations Law, especially Corporations Law Ch 2 B, common law and the ALIA Constitution, notably clauses 10 and 11, govern the conduct of meetings.

A general meeting has the power to:

• appoint and remove directors, subject to Corporations Law and the Constitution;
• confirm/overturn decisions of the directors;
• receive and approve the financial statements and accounts;
• appoint/elect the auditor; and
• amend the Constitution.

A quorum of twenty-one members present is required. Resolutions are carried by a majority of valid votes of members present and proxies.

Annual general meeting

Corporations Law requires that the Association hold at least one general meeting a year which is the annual general meeting. The annual general meeting must be held at least once every calendar year and not later than five months after the end of the Association's financial year, also a calendar year.

Agenda of the annual general meeting

Corporations Law provides that the business of an annual general meeting may include:

• consideration of the annual financial report, directors' report and auditor's report;
• election of directors;
• appointment of the auditor and the fixing of the auditor's remuneration; and
• special business and other matters.

The chair of the meeting must allow a reasonable opportunity for members as a whole to ask questions or make comments on the management of the company, the conduct of the audit and the audit report. Members may question the auditor or the auditor's representative directly if either is present.

Board meetings

Board meetings may be less formal. Directors must have the intention that their resolutions will be valid decisions of the Board affecting the affairs of the Association.

Any director may call a meeting by giving reasonable notice to every other director. The day, time and place of meetings must be clearly set out. The quorum specified in the Constitution is four, unless otherwise specified by the Board.

Agenda of Board meetings

The agenda will normally include:

• apologies;
• minutes of the previous meeting;
• business arising from the minutes;
• reports including finance reports;
• any special business; and
• date of the next meeting.

Minutes

Minutes of Board meetings follow the same rules as minutes for general meetings. They should clearly record any resolution, what action is to be taken by whom and any declaration of interests by a director. If a resolution is passed, the minutes must record:

• the name of any director who was absent from the meeting when the resolution was passed;
• the name of any director who voted against the resolution; and
• the name of any director who abstained from voting.

A minute book for the directors' minutes must be kept and is available to any director. Resolutions are passed by a majority vote. In accordance with Corporations Law, Board meeting minutes are not provided to members. The president and executive director have the authority to allow members to inspect the Board of Directors' minutes where appropriate.

Reports

As part of the accountability and transparency process which underlies Corporations Law, a report on the outcomes of board meetings will be published in inCite and aliaNEWS.