Updated 5 June 2020
All co-operatives 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
Victoria, South Australia, Western Australia and Queensland have advised that co-operatives can seek an extension of time to hold their AGM and the fee for that application will be waived.
In New South Wales co-operatives can delay their AGM and annual return without application. This arrangement is in place for 6 months from 30 April.
BCCM will update this fact sheet as advice is received from more states and territories on their position on fee waivers.
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.
South Australia has advised it will publish a ‘no-action’ policy for co-ops holding online meetings where this breaches the co-op’s rules, similar to its policy for incorporated associations.
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.
How can BCCM help?
- Supply chain and business continuity issues – email email@example.com Attn: Anthony Taylor
- Government assistance for coronavirus impacted businesses – email firstname.lastname@example.org Attn: Anthony Taylor
- Free coronavirus updates and information. Sign up to our eNews – email email@example.com Attn: Steph Newman
- Follow us on LinkedIn, Twitter, Facebook
- Go to our COVID-19 page
- Join the coronavirus member group – email firstname.lastname@example.org Attn: Steph Newman
Information about becoming a member:
- Email email@example.com
This information was prepared by the BCCM. It does not constitute legal or other professional advice and should not be relied on as such. You should obtain legal or other professional advice in relation to any particular matters or concerns that you have. The BCCM does not make any claim or representation or give any warranty in relation to the document, and is not responsible for the accuracy, currency or suitability of the information in the document.