26 February 2021
Updated 26 February 2021
For co-operative and mutual companies
For co-operatives and mutuals that are registered as companies, regulatory relief for general meetings has been extended into 2021.
An announcement from the Treasurer has confirmed that companies will have regulatory relief extended to hold virtual meetings, distribute materials and execute documents electronically until 15 September 2021. Following 15 September, government will consider what changes should be made permanent.
Link Market Services provides a recap of the 2020 experience of moving AGMs, elections and ballots online.
ASIC information here.
All co-operatives registered under Co-operatives National Law must hold an Annual General Meeting within 5 months of the end of their financial year. If the financial year end for your co-operative is 31 December or soon after, the deadline to hold your AGM is fast approaching and may be impacted by restrictions on gatherings. You may already have a date scheduled and sent notices to members.
BCCM has written to all state and territory co-operative regulators asking for guidance for co-operatives that may be restricted from holding their AGM.
There are two options:
1. Extend the time to hold the AGM
In New South Wales co-operatives can delay their AGM and annual return without application. This arrangement is in place until 31 March 2021.
BCCM will update this fact sheet as advice changes.
2. Hold the AGM using online meeting technology
The Co-operatives National Law does not dictate the manner in which a co-operative must hold its AGM. The manner of conducting the AGM is set out in each co-operative’s rules. Many co-operatives that use the Model Rules will find that the AGM cannot proceed without a quorum of persons “present in person”. This rule will mean that the meeting must be a physical gathering of members.
Registrars cannot take action against a co-operative for a breach of its rules, they can only take action for a breach of the law. If a co-operative breaches its rules, then the members may take action against the co-operative.
Member meetings are important for the ongoing operation of a co-operative. If you are considering using online technology to conduct an AGM either because your co-operative’s rule permit online meetings, or because it is practical to do so in the circumstances then you must:
- Ensure that your meeting notice contains clear instructions for joining the online meeting
- Use technology that enables each member to ask questions, make comments and record their vote
- Where decisions need to be made at the meeting, consider using a postal ballot process so that members who wish to join the meeting online will have adequate opportunity to cast their vote.
Other options to consider
Co-operatives with can make member decisions by circulating resolution (s246 CNL) or postal ballot (s247).
If your members need to make a particular decision in the short term then the CNL allows smaller co-operatives do this by circulating a proposal and asking for a vote if there are fewer than 50 members. All co-operatives, regardless of size can use a postal ballot process to make a decision. Using these processes is not a substitute for holding the AGM, but it may help if there is a need to make a decision urgently.
Consider changing your co-operative’s rules to permit online meetings for members
Contact the BCCM for assistance in drafting a suitable rule for online meetings and guidance on how to make the change to your rules using a postal ballot.
If you are having difficulty getting your financial reports to members audited or reviewed then seek an extension of time for this.