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ANNUAL GENERAL MEETINGS

A guide for voluntary and community organisations

What is an Annual General Meeting?

The AGM and your Constitution

It is important that before planning any aspect of the AGM, you consult your constitution as this will contain details of when it should take place, what business should be included, how amendments to the constitution may be made etc. (See booklet on Constitutions)

What happens at an AGM?

An AGM provides an opportunity for members and others interested in an organization, to hear reports about the activities that the organisation has been involved in during the previous year, to assess its achievements and to ask questions of the organisation’s officers and the committee.

Elections for office bearers and committee members for the organization are held at AGMs.

Votes may be taken on amendments to the constitution, or on motions (see section on motions to be put at an AGM).

Although a formal event, an AGM provides an excellent opportunity for the office bearers of an organisation to publicly thank their committee, staff and volunteers.

When should the AGM be held?

Following the end of your financial year when accounts have been audited. This will usually be in March/April. Some organizations may choose other times of the year, for example following shortly after their major fundraising event that has a major impact on the organisation’s finances. Others may choose to hold their AGM during their annual conference. This option ensures that a larger number of people will attend than would be the case if the AGM was a ‘stand alone’ event.

Committee Nominations

If there are vacancies on your committee you will need nominations for the places. Each person nominated should have a proposer and a seconder. The person nominated has to agree to be nominated. Your Constitution should stipulate how long committee members stand for. It is best to have a rotational system, whereby all members are not retiring at the same time, in order to ensure that there are always people on the committee with previous experience.

Publicising the event

Some organisations choose to write into their constitutions, when and where the AGM should be publicised. For example a public notice of an AGM may require to be placed in the local newspaper 21 days prior to the event. This ensures that any member of the public may attend. 

You may wish to contact all your members to invite them to the AGM, or include details in your regular newsletter. A copy of the agenda (see section entitled Agenda) should be sent along with the invitation.

Sending out details of the AGM

Details of the AGM should be sent to all those you wish to invite. You should include:

• An invitation giving details of the time, place and location along with a reply slip.
• An agenda.
• Nomination forms for electing committee members. It is helpful to include brief biographical details of each nominee’s experience to help people decide whom to vote for.

Who should be invited?

Members of the committee should be urged to attend

• Staff and volunteers
• Clients
• Members of your organisation
• Local councilors, particularly those with an interest in your area of work
• Local MSPs (Members of the Scottish Parliament) may be interested to hear about your work and be given an opportunity to attend. You may consider asking you local MSP to give a short speech.
• Council Official
• Auditor

The number of people you invite may depend on the size of the venue. On the other hand, the choice of venue may depend on the number of people you are inviting.

Venue

The venue should be easily accessible, bearing in mind that many AGMs are held in the evening. It should have disabled access. If the acoustics are poor, try to arrange for a microphone. Taking the time to attend a meeting and then finding yourself unable to hear what is going on can be very frustration, and there may also be people in the audience who are hard of hearing.

Agenda

This should be sent out in advance. A typical agenda will take the form below:

• Opening remarks/Welcome
• Apologies
• Minutes of previous AGM
• Matters arising from previous Minutes
• Presentation of Annual Report (Chairperson/Secretary)
• Presentation of Accounts (Treasurer)
• Adoption of Accounts
• Appointment of Auditors/Independent Examiner
• Election of Management Committee/Office Bearers
• Motions to be put to the AGM
• Any Other Competent Business
• Closing Remarks

The AGM

The AGM is normally conducted by the Chairperson of the organisation. Minutes of the meeting should be taken by the Secretary.

Apologies

Apologies from individuals who have been unable to attend are often read out and recorded in the Minutes.

Matters Arising from the Minutes

It is usual to place copies of the minutes, the annual accounts and any other papers, on the seats of those attending, in order that they may study them for a few minutes prior to the start of the meeting. Matters arising from the minutes should be taken in the order they appear in the minutes, which should be numbered, or divided into headings, for ease of referral. In some cases the Chair may indicate that matters arising will be dealt with during the course of the meeting.

A proposer and a seconder, whose names should be recorded, should formally adopt the minutes.

Presentation of Annual Report

Either the Chair or the Manager/Co-ordinator presents this. The annual report should take the form of a description of the work undertaken by the organisation during the year. It can be quite difficult to look back over a year’s work and pick out what should be highlighted. You may wish to mention particular successes, frustrations, funding difficulties, volunteer contributions or staff changes. It is best not to go into too much detail. Those who are particularly interested will always approach you after the meeting for further details. If praising staff and volunteers it is tactful to mention everybody, unless there is an individual who merits a special mention.

It is usual to make the annual report fairly ‘upbeat’ unless this is totally inappropriate i.e. if you are going to announce the folding of your organisation.

Presentation of Accounts

The Treasurer should present the accounts, and copies of the accounts distributed to those attending the AGM. The Treasurer will highlight some of the figures in the accounts, explaining any that they feel may need explanation, and give a general overview of the financial position of the organisation. It is usual for them to thank the auditor/independent examiner.

The Treasurer should then invite comment or questions. It can be the case that the Treasurer may be asked some questions regarding the accounts. It is recommended that the Treasurer spend time prior to the AGM to re-acquaint themselves with the accounts in case they are asked questions.

Auditor or Independent Examiner

An audit by a registered auditor is required:

• If the organisations gross income, or expenditure in the current or preceding two years is in excess of £100,000
• If there is a requirement in the organisation’s constitution
• If the voluntary management committee elect one.

If the above do not apply the organisation need only submit accounts to an independent examination. This does not have to be carried out by a registered auditor and is not usually as expensive.

An audit must be undertaken by a registered auditor i.e. someone who is a member of a professional organisation that registers auditors, but only if required. An independent examiner is an independent person who the committee believes has the ability and experience to examine the accounts such as a banker, business person or accountant. A member of the committee should not carry out the audit.

Appointment of Auditors/Independent Examiners

If an organisation is happy with the performance of its auditors or independent examiners it is usual to move for adoption of the existing auditors. If for some reason there is to be a change of auditor, this can be arranged by the committee during the coming year.

Election of Management Committee/Office Bearers

The constitution will lay down the length of the term each member can hold a position on a Management Committee.

To ensure the smooth running of the elections at an AGM a lot is usually undertaken in advance of the AGM by the existing committee to gain nominations for the vacant posts. It is usual for nominations to have been canvassed for in advance of the AGM, though nominations particularly for ordinary committee members are often given at the AGM. Any nomination requires a proposer and a seconder. This degree of organisation is necessary to ensure that posts are filled. Otherwise the organisation can find itself without a Chair, or Secretary. It ensures a smooth transition from one committee to the next.

It may be the case that at some of the AGMs there will be no elections. At others there may be an election of some or all the office bearers. If there are to be elections, the highest office bearers are elected first i.e. Chair, then Vice Chair, then Secretary then Treasurer etc.

Once a new Chair has been elected they may take over the Chair immediately and conduct the remainder of the meeting. Ordinary members are then elected, followed by adopted members.

Voting Procedure

The constitution will lay down who is eligible to vote at an AGM. This should be explained to those present, as should the voting procedure. At a large AGM voting cards or ballot papers may be used. Some members may have sent in postal votes. Voting slips should be handed out, collected in and counted. Some organisations prefer to vote by a show of hands, but this is not a secret ballot and can be intimidating to those who feel they are in a minority, to the extent of swaying their vote.

If there is a dead heat (sometimes it does happen) there should be a pre-agreed method of deciding between two candidates. The Chair always has the casting vote. In any event, the Chair should be prepared for any eventuality and have a pre-arranged course of action. There is nothing worse at an AGM than a situation, which cannot be resolved quickly and efficiently.

Motions to be put to the AGM

Motions to be put to an AGM should usually be received by the organisation a stipulated time before the AGM, in order that it might be included with the papers sent out to those attending. Some organizations do not allow motions to be put at the AGM ‘on the spur of the moment’. If they are allowed it is usual for the proposer to have a seconder. Motions that are not seconded shall not be discussed by the meeting. A motion or amendment once made and seconded shall not be withdrawn without the consent of the proposer and seconder.

The person presenting a motion may stand up and put their case prior to a vote being taken.

Motions may take a number of forms. There may be a motion to petition the Scottish Parliament, or the Local Authority, in support or condemnation of the actions of another organisation, to change the direction of the organisation or increase/limit the extent of its work.

Amendments

Amendments to the constitution are also put to the AGM. The present committee has usually discussed these and the Chair may wish to take a few moments to explain why the committee believes that the change is necessary or beneficial. Amendments are often made to update the constitution in the light of new legislation or new circumstances.  When the motion or amendment has been presented a vote will take place.

It is important that an organisation decides on a definite procedure for voting on amendments. This should be stipulated in the constitution. There are a number of accepted procedures and it is vital that a particular one is agreed upon to avoid confusion at the AGM. It is usual to lay down in the constitution the percentage of votes needed to make a change to the constitution. Further motions or amendments may then be presented and voted upon. You may hold many AGMs before you receive either a motion or a proposed amendment to the constitution. (See Constitutions Booklet)

Any Other Competent Business

Some organisations choose not to include this on the agenda. As you will know from ordinary meetings, AOCB can double the length of a meeting and throw up many unexpected questions and comments. It can totally change the tone and course of a meeting. On the other hand, it is a rare opportunity for those who are involved with, or interested in your organisation to have their say - and they may just wish to complement you on your organisational success.

Conclusion of Business

The Chair can at this point formally concludes the business of the meeting.

Guest Speaker

At this stage the guest will speak. If you are expecting a contentious or overlong AGM it may not be appropriate to invite a guest speaker.                                      

How East Dunbartonshire CVS can help?

EDCVS have staff that can help your organisation to prepare a constitution, write an action plan and give advice on applying for charitable status.

• We have Grantfinder in the office. Contact us to make an appointment and you will receive help in using the database.
• We have a number of funding books that you may browse.
• We can give advice on capacity building i.e. strengthening your organisation to make you better placed to apply for funding e.g. procedures, administration and finance.
• We can suggest funders who are most likely to fund your type of organisation.
• We run seminars and training on various topics of interest to voluntary organisations.
• We may be able to help you find statistics to back up your funding application, or advice you where to obtain them.