A question has been received about the minutes of an AGM.
The minutes of the AGM are approved as an accurate record at the next AGM and this causes some confusion because some minute takers think therefore, that they do not have to distribute the minutes until then – a year later! This is incorrect.
Even though the minutes don’t get approved until the next AGM, they should still be distributed within a few days of the AGM of which they are the record.
The reason is that the members of the organisation require the minutes to implement the decisions which were made and since decisions at AGM’s are nearly always major involving things like policy, fees, major projects etc, the minutes need to be in the hands of the members as quickly as possible.
There is another major reason and that is that the AGM minutes will contain (or should contain) the years financial report and all members have the right to have a copy of the financial status of the organisation.
It is the case that the AGM minutes will probably need to be distributed just before the next AGM so that people have a copy to approve at the next AGM.
The next ordinary meeting approves the minutes of the last ordinary meeting, not the AGM, even though it may have been the most recent meeting.
Exactly the same applies to SGM’s – Special General Meetings.
Please Note: The author accepts no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this blog. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement.
45 thoughts on “Annual General Meeting minutes”
Wht is the correct procedure for a rescision motion?
Hello Di,
Thanks for your question.
Rescission motions are always tricky – not in procedure but usually because of the “people aspect”.
I’ll try and give you a comprehensive answer.
Firstly, you need to check the constitution and by-laws of your organisation – they may have specific rules regarding rescission motions. If they do, you need to follow them of course.
If they don’t have specific rules for rescission, then the following applies.
1. If the action that the original motion required has already been taken, then it is pointless for the rescission motion to be moved or contemplated – basically the action is done, no motion will fix it.
2. If the action has been partially taken, then it is best to simply move that no further action be taken.
3. If no action has been taken, then anyone can move the rescission motion. The correct wording is: “That the motion to do XYZ, be rescinded”, or, “That the motion carried at the Marsh 24th meeting requiring XYZ, be rescinded.” or, if you give motions numbers or references, “That motion number F456, moved and carried on March 24th, be rescinded.
4. The motion can be moved and seconded by anyone.
5. If your rules do not state otherwise, it can be carried by a simple majority – 51%
Hi David
thank you very much for a very informative website.
I had a question re reading minutes at the AGM. Do you actually have to read the minutes from the previous year’s AGM at the next AGM so they can get approved?
Thank you very much for your answer.
What can you do if you are unable to locate the preceding AGM minutes due to poor record keeping and changeover of staff? The financial statements are available but the ensuing discussions are not recorded. Can we table a summary of items discussed at the preceeding AGM in place of the item, Minutes of the [year before] AGM?
Thanks for your question.
The reality is that if the minutes cannot be found, then they can’t be presented.
Your suggestion to present a summary of items is a good one.
If it is queried, what else can you do?
The document with the summary should of course then be included in the meetings of this AGM with statement as to why they have replaced the minutes.
Last year’s agm mintues have been sent out for a meeting later this month. My name has been used for proposing items when I did not. What can I do about it?
Thank you so much for taking the time and effort to provide this service,i have been looking all over for some basic info on the limitations on how long minutes need to be stored.
Kind Regards
Stella Hewat
We had to have a secret ballot for the position of President. How do I record this in the minutes? Do I need to keep a record of all those nominated, or just the person elected? Thanks in anticipation,
Sarah.
we recently had our AGM & during it one of our diretors resigned but there is no mention of this.I returned my copy with request minutes be returned corrected.executive director returned them uncorrected.A refusal. are minutes legal uncorrected???
kathleen
Hello David,
Our HOA Board insists that the minutes of their meetings cannot be distributed or revealed until they have been Approved.
This means 30 days (monhtly meetings)to next meeting and sometimes they do make changes and do not Approve them right away or they say they do not have a quorum to make an approval, etc. we believe, as delay tactics. We have gone as many as 4-5 months before Minutes finally are available. Often times long after an issue has past that general membership may would have liked to address at the following meeting of the meeting it came up, was written into the minutes and then not known or seen for the extended period of time.
In other Organizations I belong to, the minutes can be posted right away if we choose to. Is there something I can point to for the Board to see that they cannot and should not withhold Meeting Minutes from us for 30-90-120 days? Thank you for your assistance.
I hardly leave a response, but i did some searching
and wound up here Annual General Meeting minutes | Master
Of Meetings. And I do have 2 questions for you if you usually do not
mind. Could it be simply me or does it give the impression like some of these responses
look like coming from brain dead people? :
-P And, if you are writing at other online sites, I’d
like to follow anything fresh you have to post.
Could you make a list of the complete urls of your shared pages like your linkedin
profile, Facebook page or twitter feed?
I am a director of a small private company which owns the freehold to the flat I own. Following a request by one of the shareholders (flat owners) of the company, I posted a link to the minutes of our AGM on the flats’ own website. (Which, if they were interested to do so, could then be viewed by members of the general public.) I was told (by our managing agents, who wrote up the minutes) that I could not do that, as it was ‘against company rules’. My question is: whilst I would have thought that a shareholder could maybe object to the minutes being made public – doing so if (or until) there was no objection would not be against ‘company rules’? (There is nothing about it in our own articles of association.) When I phoned Companies’ House, they told me that (whilst there is no obligation on a private company to do so) if we were to send them a copy of our AGM minutes, they would place them as a ‘miscellaneous’ item – on their web site. Thereby making them entirely public?
My sports club had an agm where increased subscriptions were proposed. A vote was held and this was in favour. Subsequently, some members were unhappy about this and called an egm. This was fine but the committee have now said that the they will ignore what was voted for at the AGM but have put forward two new proposals in line with what the people wanted by calling the egm. My question therefore is if someting is voted for and passed at the agm, can this be totally ignored for the purposes of the egm with new resolutions being proposed?
No it cannot be ignored.
It an be changed but not ignored.
If you asked questions at an AGM meeting are you allowed to review the minutes prior to them being posted to ensure that your wording has not been changed? My concern is that the AGM minutes are not approved until the following year and that the error is posted. If you can answer that I would appreciate it.
Sure you can ask.
A good minute taker will allow you because it is their interests to be seen to get it right.
Who has to sign the minute of the meeting since the governing body stands dissolved after the General Meeting and new body is constituted after the election? Can the new committee sign the minutes of the meeting tone circulated?
Yes the new body can sign.
how long should a a g m run for is it against the law to cut the period short many thanks
Most AGM’s should be quick – 20 minutes unless there is something controversial.
An AGM should run for as long as the members want it to run.
A chair cutting an AGM short is very unwise and leaves him or herself open for suspicion – why would you cut it short?
Dear Sir,
Just one question please : who should sign the Minutes of an AGM ? The whole attendees ? Or just the Minute-taker and the Chairman ?
Thanks + Regards.
Carmen
Hi Carmen,
The AGM minutes only need to be signed by the chairman.
There is absolutely no harm in the minute taker signing too and that my be good practice.
Good morning, as secretary I have a dilema. The AGM template that I need to use requires signing by both the President and the Secretary. I have prepared the minutes but now I have the immediate past president in an argument with the new president as to who must sign the minutes. The new one says its the old one and visa versa. Which of the two should sign? Or can either?
Does the new president sign the minutes of the AGM or the past president?
An incorporated association to which I belong, has not sent out the Minutes of last year’s AGM. They have not circulated them either after the last year’s AGM or with the notice for the next AGM this year. I suspect they are planning just to table them at the new AGM and pass them there, using all the Proxy votes the Chair has made out in her name. As there were a number of controversial issues at that previous AGM, that members who were not present would not know about, I am wondering if the Board will just try and pretend they did not happen. Can the do this and what can I do?
can the minutes of a usual meeting be changed in the next meeting or it can be done at the agm or sgm?
Thanks for this advice, brilliant website, so appreciate this info being available!
Thank you.
I have a question to ask you. At our AGM last February, our Patron, the Duke of Westminster was alive but subsequently died later in the year. When I send out the minutes with the agenda for this year’s AGM, do I leave his name at the top of the heading paper because when the minutes were taken he was still alive and still patron. Or because he is no longer with us, is his name removed from the heading? The agenda for this year’s AGM his name will be removed.
The minutes are a reflection of what happened at that time. Since the Duke was in the role at that time, his name should remain.
Good morning! I’m looking for some advice please.
Who gets a copy of the minutes of a club’s AGM? Is it all fully paid up members or is it just attendees?
This is my first year as secretary and I’m still finding my feet with some things.
Thank yiu
Hello Lyrianne,
Minutes of the AGM should be available to every paid up member and smart organisations will make that as easy as possible.
They do not have to be sent to everyone but should be made available. That could mean you send a copy to people who ask, or more commonly in today’s digital world, make them available on the organization’s website. It could also be that the minutes are available to view at the registered office.
I hope that helps.
Please Note: The author is not a lawyer and accepts no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this blog. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement.
That’s great. Thank you very much for your help.
Thanks very much.
We have a small private property management company with the directors being some of the shareholders, like myself . I have requested copies of the last AGM but it has been refused and I understand they are in breach of the Company Act 358 section (5). What action can I take.
I am not a lawyer but I believe your only course of action if you have tried good sense and reason, is to seek legal advice.
As a general rule, and I emphasise that I am not a lawyer, the AGM minutes should be available to every person who was entitled to attend the meeting whether they actually attended or not.
I am a member of an Association Inc in WA and at the AGM of 2020 a by-law change was put forward and voted upon and passed. I subsequently find out that the by-law change submitted at the AGM 2020 had not been approved at the committee meeting until after the AGM 2020. Therefore to reiterate the committee submitted a by-law change to members to vote upon WITHOUT it been approved by the committee itself also reference was stated in the minutes of the AGM referring to the by-law change. Can this be done. Note the next AGM is to be held shortly in 2021.
Hello Gio,
If the AGM agreed then it does not really matter what the committee did or did not do.
The AGM is the ultimate decision maker.