Jean Roberts

(Note: The term ‘Board’ includes Board of Directors and Committee or Board of Management)

Annual General Meeting Checklist

The annual general meeting (AGM) is the formal occasion at which the Board is legally required to report to the members of the legal entity, eg association. The AGM is the occasion at which the Board reports on the affairs and activities of the association – and on the manner in which the Board has acted on behalf, and in the interests, of the Association members. It is the occasion for formal election of new Board members, re-election of eligible existing Board members and for questioning of the retiring Board. The Board may recommend the appointment of an auditor through the AGM. This AGM checklist starts with the first meeting of a newly elected Board – please feel free to amend the suggested time-schedule to suit your own Board.

First Board meeting following the AGM

The Board to formally review, adopt and endorse this Checklist, with tasks allocated and scheduled. An AGM Action Plan can then be prepared by the Board Secretary and distributed to all who have been allocated specific tasks

Confirm appointment of the Auditor and forward the Board’s Letter of Agreement to the Auditor, confirming the audit schedule

Nine months prior to the next AGM

Fix date and finalise the venue

Invite a speaker who will be appreciated by your members and motivate them to attend

Invite any ‘special guests’ so they can put the date in their diaries

6 months prior to the next AGM

Make sure each Board member is familiar with the legislative and constitutional requirements of the AGM, and schedule dates through the year to ensure these are all met and complied with as they fall due

relevant documents are the Constitution and the State or Territory Associations Incorporation Act (Commonwealth Corporations Act for nonprofit Companies, and the State/Territory Co-operatives Act for Cooperatives)

Check the Constitution regarding terms of office of Board Office-bearers and Board Members. If necessary, discuss continuity to ascertain whether current officers and members are intending to re-nominate, or whether the Board needs to consider approaching others to fill vacant positions

Three months prior to the AGM

Widely publicise the AGM, the speaker, the organisation’s activities and achievements

Arrange for the individual reports that are to be included in the Annual Report to be prepared by relevant persons in time to be printed and ready for distribution at the AGM. The annual report is a document of accountability from Board members and the Board to the association members. As its name suggests, it is the formal report on the previous financial year’s performance from the governing body to the members who elected that body to act on their behalf and in their interest.

The annual report usually contains individual reports from the President/Chairperson, CEO (ie senior staff person), Treasurer, leaders of individual programs or services – together with the audited annual financial statements, complete with the Auditor’s statement.

Arrange for the annual audit to be undertaken by the Auditor, and ensure that the audit will be completed in time for the audited annual financial statements to be included in the printed Annual Report

One month prior to the AGM

Make sure your Registers of (a) Association, Company or Co-operative Members and (b) Board Members are up to date and have a supply of ‘Application for Membership’ forms to sign up new members or subscribers prior to and at the AGM – as directed by the Constitution

Prepare an article for inclusion in relevant publications, including the organisation’s newsletter: prepare a poster for the notice-board and officially inform each association member and service-user in detail of the coming AGM

Prepare the agenda for the AGM. A typical agenda would include:

• welcome and introductions
• minutes of previous AGM
• confirmation of the minutes by Association members who were present at the previous AGM reports:
  • President/Chairperson’s report
  • Senior Staff Person’s report
  • Treasurer’s report, introducing the audited annual financial statements
• open discussion, including questions, followed by acceptance (usually by vote) of each report
• expressions of thanks by the President/Chairperson to show appreciation or recognition of outstanding service by key people through the year
• election of Board members and office-bearers – which must be conducted in accordance with the rules laid down in the Constitution:
  • an independent chairperson should formally be introduced as the person ‘to conduct’ the election procedures and may open procedures with an acknowledgement of the effort and achievements of the outgoing Board
  • where the number of people nominated is equal to the number of vacancies, the independent chairperson may simply announce this fact and proclaim these people as the newly elected Board
• the Board Chairperson (either re-elected or newly elected) resumes the chair and, after making appropriate comments to the meeting, introduces the guest speaker

Further arrangements to be planned prior to the AGM include:

• it may be appropriate for a person who is conversant with AGM procedures to be seated next to the Chairperson through the AGM to guide the Chairperson through the meeting and any voting formalities and procedures
• approach a person to act as independent ‘chairperson’ to conduct the Board election/voting procedures
• approach a person to act as returning officer in the event of an election: this person would initial and distribute each ballot paper to persons who are eligible to vote, count the votes and announce the election result
• arrange the public AGM notice for daily or local press, if required
• identify key people to receive formal invitations to the AGM (these people having already been asked to put the date into their diaries)
• arrange for copies of the minutes of the previous AGM to be distributed at the AGM for confirmation

Prepare all paper-work to comply with the rules in the Constitution regarding nominations for Board membership or office-bearer positions, and invite nominations from association members

Arrange for the Board-endorsed Annual Report to be printed the AGM

Ensure a welcoming atmosphere and have comfortable seating arranged. If the weather is cold, make sure the venue is heated: if the weather is hot, make sure the venue is air-conditioned. A microphone or lapel mike will ensure that all people will be able to hear and take part in the proceedings.

Prepare a table near the meeting room entrance for people to register attendance, and for distribution of the Annual Reports and AGM agenda, have any brochures or other hand-outs available and accept completed membership nomination forms: have 2 people ready to greet people as they arrive

If appropriate, offer refreshments to people as they arrive: it may be decided to leave refreshments until after the meeting, in which case a welcoming ‘cuppa’ could be offered

Have your Association’s banner placed at the front of the room

The guest speaker should be met and welcomed informally by the Chairperson and introduced to the people who will be involved during the meeting: make sure any requirements listed by the guest speaker are in place

Most importantly, allow sufficient time for people to ask questions during the meeting, particularly after presentation of each formal report.

Immediately following the AGM

Forward all documents as required under incorporation legislation through the Public Officer or Company Secretary

Plan a time for the whole newly elected Board to meet informally to get to know each other and discuss the governance role and responsibilities, financial management and monitoring systems, etc

Hand-over by the previous year’s Board to the newly elected Board

The election or re-election of Board members at the AGM signals the commencement of a new ‘Board year’. This is now a new Board, whether or not there are continuing members of the previous Board. The affairs and activities of the Association, Company or Co-operative should continue unaffected by the hand-over to the newly elected Board. This means that all Board-endorsed plans, policies, procedures, practices and priorities continue unless or until the newly elected Board chooses to re-visit them in a formal manner.

It is therefore essential that the hand-over be managed as smoothly as possible and that people who are members of this Board for the first time are informed on the detail of their governance role and function as quickly as possible. It is also essential that all ongoing practices, procedures, projects and commitments continue as smoothly as possible through the hand-over period.

It is important to note that the skill base of the newly elected Board may be quite different to the previous Board, and it is the duty of the Board as a whole to ensure that it utilises the available skills of each Board member.

Strategies to do this include:

• in the month prior to the AGM, the retiring Board could update the Board’s basic hand-over manual which contains copies of all relevant documents to guide the newly elected Board in becoming effective, efficient and confident as quickly as possible
• the newly elected Chairperson could meet with the previous Chairperson in a semi-formal manner to be briefed on the substance of the Board’s role and function, and on the manner in which the previous Board carried out its duties and obligations. The newly elected Chairperson could then chair an information session for the entire newly elected Board to share this information, and the basic hand-over manual would play an important role in such an information session
• an information session could be convened by the newly elected Chairperson at which available office-bearers of the previous Board could brief the entire newly elected Board, again featuring the basic hand-over manual
• The newly elected Board could agree on the most convenient, effective and economical way for them to operate as a Board; eg meeting times and procedures, undertaking their responsibilities and fulfilling all legal, statutory and contractual requirements and obligations. Ethical responsibilities should also be discussed

At the first formal Board meeting, it is wise for the newly elected Board to establish 4 to 5 specific objectives and priorities for its own performance through the coming year

Planning and Writing a Dynamic Annual Report

The Annual Report is a document of accountability from Board members and the Board to Association members. As its name suggests, it is a formal report on the previous financial year’s performance from the governing body to the members who elected that body to act on their behalf and in their interest.

A dynamic annual report should:

• fulfil legal requirements
• promote your organisation’s capacity and capabilities
• feature the extent to which the lives or lifestyles of your valued service-users are improved or enhanced as a result of your services
• inspire and motivate your membership, staff, volunteers
• assure your funding and financial base of your wise governance, sound management and operational effectiveness
• educate your community and clientele
• recruit new Board, sub-committee or working group members
• attract quality staff
• attract support or sponsorship
• support collaborative alliances or networks that will strengthen or expand your influence

Annual General Meeting

The annual general meeting is the formal occasion at which the governing body is required to present its annual report on governance, management and operational activities, complete with an audited, accurate and up-to-date account of the financial status and activities of the organisation for the immediate past financial year. Projections are also required for the immediate future in both the operational and financial areas of the organisation’s activity.

The annual general meeting is the venue for formal election of new Board members, re-election of eligible existing Board members and for questioning the retiring Board. The Board recommends the appointment of an auditor through the AGM.

There are particular legal requirements leading up to, during and following the AGM that must be complied with – and the annual report is one of them.

Writing an annual report is a component of effective business writing

Effective business writing is a critical skill in the establishment, growth and survival of an organisation. Effective business writing means being able and confident to write the right message in the right way for the right person at the right time – and achieving the preferred response. Whether using technology or the pen, people at all levels of any organisation will benefit when they write appropriately, clearly, concisely, accurately – and approach the task with confidence.

Writing an annual report is a repetitive – and critical – function: therefore there should be Board-endorsed set of guidelines covering each task involved in this function.

Such guidelines should include:

• identification of segments
• allocation of responsibilities and timelines for each segment
• agreement on format, layout, typeface, graphics, etc., based on cost, clarity and readability for agreed audiences
• clarity regarding the use, abuse and misuse of language, statistics, figures, quotations, photographs, emotion and fact
• detailed instructions for each stage of preparation:
  • researching
  • planning
  • costing, budgeting and scheduling
  • structuring
  • drafting
  • editing
  • proof-reading
  • printing
  • distribution
  • archiving

Individual segments that need to be discussed, with suggestions for content:

Packaging

• appearance
• quality of paper
• size
• binding
• colour
• cover
• sequence of information
• balance of text, graphics, space, figures, etc
• selected extracts for specific audiences

Organisational overview, eg

• organisational structure/chart covering governance, management and operation
• vision, mission, strategic goals
• photograph of the building/s
• historyaddress, phone, fax, email, web-site

Board details

• office bearers, with length of office
• members, with length of service
• Board meeting attendance through the year by each Board member
• sub-committee/portfolio responsibilities
• disclosure of interest
• those who have retired through the year
• those who are nominating for re-election at this AGM

Service-user details

• service-user profile, respecting their privacy and dignity
• service-users are the reason for the organisation’s existence, therefore should be featured or represented as such

Overview of the year

• events
• activities
• celebrations

Board Chairperson’s report

• Board performance, activity, achievements and changes through the previous financial year and looking ahead into the next financial year
• organisational progress and direction
• organisational changes
• expressions of gratitude, pride, Board satisfaction
• lead into next report segment

Senior staff member’s report – as chief executive (salaried, professional) officer heading the management and operation of the legal entity’s affairs and activities

• management performance, activity and achievements, changes
• management progress and direction
• expressions of gratitude, pride, management satisfaction
• lead into the next report segment

Individual Program/Functional Managers (or equivalent title) reports – as leaders of individual business units of operation (both direct-service and support functions)

• business unit performance, activity, achievements and changes through the previous financial year and looking ahead into the next financial year
• impact, improvement and enhancement in the life or lifestyle of service-users
• expressions of gratitude, pride, business unit satisfaction
• lead into the next report segment

Acknowledgement of donors, sponsors, supporters, volunteers

• tangible and intangible effort and contribution through the previous financial year and looking ahead into the next financial year
• support offered
• value of these contributors
• lead into the next report segment

Treasurer’s report

• interpretation and commentary on the previous financial year’s financial performance, pointing out highlights of the audited financial statements