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A question has been asked by Judith from Pomona in Queensland:

Can a motion passed at a general meeting of members of an incorporated club be overridden by the Board of Management of the same club?

There are only two circumstances I can think of where a Board of Management could override a motion passed at a general meeting – and they are a) when the motion either cannot be implemented or, b) it is illegal.

Otherwise, the Board of Management has no power to override a motion passed at a general meeting provided that when you say a general meeting, you mean either an Annual General Meeting or a Special General Meeting, sometimes called an Extraordinary General Meeting. If however, the motion was passed at an ordinary meeting, like a normal monthly meeting, then that may be a little different.

Let’s look at the general meeting – an AGM, EGM or SGM. For these meetings, notice needs to be given and the decisions made at these meetings provide the basis on which the Board of Management works – they are bound by those decisions unless, as I said above, it is not possible to implement or it is illegal. An example of being not possible to implement may be that the meeting moves that a donation of a certain amount be given to a certain cause, but if that were done, the organisation would be left unable to function. In this case, the Board should go back to the membership to have the motion rescinded or amended.

An example of a motion being illegal would be that a risk assessment for an event be carried out by a person who is not qualified. Illegal issues are usually relatively easy to identify.

If the motion Judith is referring to was passed at an “ordinary meeting”, not a “general meeting”, then it becomes more tricky. You may need to go back to your constitution to examine the powers of the Board of Management. If they are given powers to operate the organisation for the overall good of the members, then it can be argued that, as a board, they may be in possession of facts or information which would make it inappropriate to implement a decision made by an ordinary meeting. Of course, if this is the case, it should have been argued by the board members at the ordinary meeting. It is possible though, that the board becomes aware after the ordinary meeting.

Generally however, if the members, by way of a vote at any meeting, give direction to the board about anything, then unless the board has a very good reason, they should follow the direction of the membership.

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. This is not, and should not be taken as legal advice. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with appropriate advice relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement. If you are in any doubt, seek appropriate advice.
David Julian Price

 

 

 

2 Responses

  1. I am chair of a not for profit bowling club . I have 2 directors on the board who are also the contractors running our restaurant. I want to update our constitution at our agm in November 10 th 2021 with a notice of motion that’s says contractors to the club cannot run for board positions . Do I approve that motion at a board meeting on 18/10/21 at least 30 days before our AGM or can it be given to the secretary manager and signed by 2 club members on 19/10/21 . Nominations for the board will run from 16/9 until the 1/10/21 . This is necessary update .

    1. Thanks for your question.
      It depends on your constitution. I am unsure where the 19/10/21 date comes from.
      In general terms though, giving to the secretary, properly signed should achieve what you want.
      I think you need to go back to your constitution which should guide you.

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