Notice of Annual General Meeting

What is a members’ meeting notice?

A notice of a meeting is an official notification sent to the company’s members to notify them about the upcoming annual or extraordinary general meeting. This notice of meeting can be used for both public and proprietary companies registered in Australia.

A sample notice of a meeting defines the details of the upcoming meeting, agenda, participation of proxies and other additional information, such as location and supporting documents.

This document can be used by company secretaries, members, directors and lawyers to create a professional and compliant notice of general meeting of members in accordance with the Corporations Act 2001.

What should be included in a template for notice of meeting?

Australian law does not provide any specific format for notice of meeting of members. A good example of a meeting notice usually includes the following:

• Company Details. This section includes the company’s full legal name, ACN or ABN number, and the business registered address. Unlike the company’s official letters or notices, this notice shall not be printed on the company’s official letterhead.
• Meeting Details. A standard sample notice of a meeting must include the date, time and location of the upcoming meeting, as well as the detailed list of agenda items. The list of questions for the agenda differs for notice of an annual general meeting and for an extraordinary meeting. Therefore, the letter’s subject should also reflect the type of the meeting.
• Additional Information. The notice must also specify the period of time within which a member shall confirm or deny their attendance in the meeting. Apart from that, the sender may also attach the list of additional documents all members shall be familiar with or read before the date of the meeting. This is particularly important for the adoption of key financial or strategic decisions for the company.

Legal Requirements for a Notice of Meeting of Members under the Corporations Act 2001.

There is a number of important legal considerations members and company secretaries should take into accountant hile drafting a notice of annul general meeting or extraordinary meeting for Australian company:

Attendance by Proxy

A good example of notice of a meeting must outline if participation of proxies is allowed. In accordance with section 249L of the Corporations Act 2001, each member has the right to appoint a proxy to be able to participate in the general or extraordinary meeting. However, some companies may strictly prohibit voting by proxies in the company constitution. Other companies may establish certain limitations, for example:

• a proxy should be a company’s current member.
• a proxy could not act on behalf of several members simultaneously, or
• a proxy could not be appointed to vote for specific questions, including liquidation or bankruptcy, etc.

Notice Period

The notice period under the Corporations Act 2001 differs depending on the type of the company. If it is a public company, the notice period should be at least 21 days’, provided a longer period is not prescribed by the company constitution.

In the case of a proprietary company, the notice period should not be less than 14 days’ notice. However, the longer period can be prescribed in the company constitution.

Right to Call the Meeting

Unlike the meeting of the board of directors, the meeting of members can be called by either of the directors or by a member holding at least 5% of all votes in the company. If a member is calling the meeting, in that case a document confirming the member’s eligibility should be attached along with the notice.

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