An annual general meeting (AGM) is a meeting held once a year that all charity members are invited to attend.
The purpose of an AGM is to give members a report on the charity’s activities and finances for the previous year, to allow time for members to ask questions, and to elect members to the charity's governing body (the board or committee).
The ACNC does not specifically require charities to hold an AGM, but some may have an obligation to another regulator to do so. In addition, a charity's governing document may compel it to hold an AGM.
Making changes at your AGM
Charities commonly use their AGM to vote on changes to the way they operate, or to appoint people to designated positions within the organisation.
You must notify the ACNC if you make changes to your charity's:
- legal name
- Responsible People (members of your charity's governing body, for example, its directors, trustees, board or committee members) – you need to let us know if someone starts or finishes in their role as a Responsible Person
- governing document (for example, your charity's constitution, rules or trust deed).
Small charities must notify us of these changes no later than 60 days after becoming aware of the change. For medium and large charities, the requirement is no later than 28 days after becoming aware of the change.
For more information, see our guidance about notifying the ACNC of changes to your charity's details.
ACNC Governance Standards
To be and remain registered with the ACNC, all charities (except Basic Religious Charities) must meet the ACNC Governance Standards. These are a set of core, minimum requirements that deal with the way your charity is governed (managed).
Holding an AGM is a good way for a charity to demonstrate that it is meeting the ACNC Governance Standards. It is a common step that a charity can take to meet Governance Standard 2, which requires it to be accountable to its members.
The standards also require registered charities to take reasonable steps to ensure that their Responsible People are suitable, as required by Governance Standard 4, and that they understand and are carrying out their duties, as required by Governance Standard 5.
Other legal obligations
Your charity may have obligations to other Commonwealth, state or territory government agencies in relation to holding an AGM. These requirements may include:
- holding your AGM within a certain time period
- the matters you must discuss at the meeting
- whether you have to give notice of the meeting to your members and, if so, how much notice you must give
- where the meeting must be held
- whether the meeting must be held in person, or can be held online or through a hybrid arrangement
- who is eligible to attend and vote at the meeting.
You should check your charity’s rules and any legislation that applies to your charity to find out whether there are any requirements you need to follow.
AGM requirements based on charity legal structure
Based on their specific legal structure, many charities may have certain requirements relating to their AGM.
Companies limited by guarantee
For companies limited by guarantee that are also registered charities, the requirement to hold an AGM as previously outlined in the Corporations Act no longer applies.
Charities need to comply with Governance Standard 2, which requires them to be accountable to their members. This is a flexible, principle-based standard that allows charities to consider how best to be accountable to their members in their own particular circumstances.
Holding an AGM is one step that charities can take to meet this standard.
See our guidance about the obligations companies limited by guarantee have to the ACNC for more information.
Indigenous corporations
Charities that are Indigenous corporations registered with the Office of the Registrar of Indigenous Corporations (ORIC) are required to hold an AGM.
See our guidance about the obligations of Indigenous corporations to the ACNC and to ORIC for more information.
Incorporated associations
Incorporated associations are required by their state or territory regulator to hold an AGM. The AGM requirements can differ depending on the state or territory in which they are incorporated.
To understand the AGM obligations for your charity, check with your state or territory regulator.
Unincorporated associations
The ACNC does not require unincorporated associations to hold AGMs. However, some unincorporated associations may have a requirement in their governing document to hold an AGM.
Whether or not they are specifically required to hold an AGM, unincorporated associations must still meet the ACNC Governance Standards.
Governance Standard 2 requires charities to be accountable to their members. This is a flexible, principle-based standard that allows charities to consider how best to be accountable to their members in their own particular circumstances.
Holding an AGM is one step that charities can take to meet this standard.
Planning and holding your AGM
You can use our templates to help prepare your AGM notice, agenda and minutes.
Some things your charity should consider when planning and holding your AGM are:
- Check you governing document and any relevant legislation or obligations to other regulators to understand the requirements for your AGM.
- Have an agenda that covers all of your AGM requirements. This may include confirming the minutes of your previous AGM, presenting your charity’s annual report and financial statement (for some charities, financial accounts will need to be reviewed or audited before the AGM), electing members of your board, and setting aside time for questions.
- Plan an interesting AGM – in addition to the formal requirements that must be met, AGMs can also be a great way to celebrate your charity’s successes, acknowledge the contribution of volunteers, and inform and engage your members.
- Ensure you have enough eligible and suitable people who are ready to nominate for any vacancies on the board.
- Arrange for someone to be responsible for the election of new board members. This person is sometimes called a returning officer, and their role is to ensure a fair election is held, and rules are followed.
- Write up the minutes as soon as possible after the meeting to ensure proceedings are accurately recorded.
- If your charity makes changes during the AGM, remember to notify the ACNC and other regulators, where required.
- Don’t miss the deadline for holding your AGM. If your charity is incorporated and cannot hold the AGM within the time required, contact your incorporating regulator to request an extension.