How Prescribed Body Corporates can prepare for the AGM season
When is the AGM Season?
Ordinarily, a Prescribed Body Corporate’s (PBC) Annual General Meeting (AGM) must be held within five months of the end of its financial year. This usually falls between 1 July to 30 November. With COVID-19 still causing challenges for some PBCs, it’s important to factor in COVID safe practices and limitations when scheduling your AGM.
There are other parameters that should be considered as far in advance as possible to ensure your PBC is truly prepared for its 2022 AGM.
Here are five crucial tasks to complete:
Administration
Administration errors can cause hiccups for an AGM. Therefore, it’s important that the PBC accepts any outstanding memberships before setting a date for the AGM. Once a date has been set for the AGM, you are NOT allowed to accept new membership applications until after the AGM.
If an audit report is required for the AGM, speak to the auditor in advance to ensure they can have the report completed in time. The PBC’s auditor is also required to attend the AGM, so it’s important to check their availability.
Give at least 21-days notice of the AGM
You must comply with your PBC rule book and follow its steps about how to call an AGM. Generally, it’s best to ensure that you set a date that allows enough time for notices to reach members. If you live in a remote location, please keep in mind that there may be postage delays.
The CATSI ACT stipulates that A notice of meeting sent by post is to be given 3 days after it is posted. A notice of meeting sent by other electronic means, is taken to be given on the business day after it is sent. If you plan to send your notice on Friday remember that it won’t be considered to be delivered until the Monday. This means the 21 days would start on the Monday.
While giving enough time is important, the AGM notice itself must clearly state the time, date, place of the meeting and the business of the meeting. Include if there is a special resolution the members are being asked to consider and disclose if and how members can appoint proxies.
It’s important to give a deadline as to when proxy nominations need to be received by the PBC.
Virtual or Physical Venue Preparations
Booking a venue includes arranging technology services for video or telephone conferencing (if required), ordering any catering, and attending to other logistics such as travel and accommodation for members (if your PBC helps members get to AGMs).
Ensure COVID safe practices are in place at the venue and that the room is large enough to adhere to social distancing requirements. You may be required to facilitate a sanitising station and provide masks for attendees.
If your AGM will be hosted virtually, ensuring the technology works is crucial. Consider how members will attend the virtual AGM and pre-plan how you’ll manage discussions and count votes.
Identify a facilitator
Check your PBC rule book to identify who MUST facilitate the AGM. For some PBC’s the Chair or another director will need to facilitate the AGM. However, if the rule book allows for the directors to nominate someone independent, you will need to confirm the availability of the nominated independent facilitator.
The facilitator must understand their role and be impartial to voting. It’s also a courtesy to inform members, directors, and other attendees that the AGM will be facilitated by an independent facilitator.
Set & Follow Rules
In addition to ensuring the quorum requirement in your rule book is met, there are a few other rules that need to be set to ensure a successful and proper AGM is hosted.
Generally, agendas and a copy of the rule book are printed or shared electronically with AGM attendees. It’s best practice to prepare and keep an attendance sheet for records and provide a copy of the members register so that members can update their details.
The PBC administration team must be responsible for ensuring proper minutes are being taken of the AGM.
The AGM must run in accordance with the rule book. This includes voting and proxy voting.
How do I get a copy of the Comprehensive Checklist?
By completing the above tasks and adhering to your rule book, PBC’s will have a smooth AGM. However, there are other tasks - just as important as these - that must be performed during and after an AGM.
At Parallax Legal we provide our PBC clients with a comprehensive checklist that helps them to easily prepare for their AGM, run their AGM and identify what needs to be done after the AGM. If you would like a copy, please get in touch with us via our Contact page on our website or via email info@parallaxlegal.com.au.