Kate H: Imagine this. The AGM was held three weeks ago. A requisition arrives on the secretary's desk. 22 members, all financial, all signed as required by the constitution, and they're requesting a special general meeting.

Kate M: So the committee reads the requisition. The members want to discuss the organization's finances, the decision to cancel a long running program, and the future of the current committee.

Kate H: Well, the president's first instinct is to ignore it. The secretary's first instinct is to panic. Now neither is the right move.

Kate M: A special general meeting called by members is uncomfortable, but it's not the end of the world. How the committee responds in the next twenty one days will determine whether it stays uncomfortable or becomes something much worse. Welcome to The Committee Room.

Kate H: Welcome back to The Committee Room. I'm Kate Hartwig, Kate one.

Kate M: And I'm Kate McPhee, Kate two. We help volunteer board and committee members of small not for profit organizations who feel overwhelmed, frustrated, or just plain stuck to get their organisation back on track, meet their legal and compliance obligations, and work better together.

Kate H: Last episode was on the AGM, the general meeting that happens every year by design. Today, we're covering the other kind, the special general meeting. The one that happens when perhaps something has gone wrong or the members believe it has, what it is, when it can be called, what the rules are, and most importantly, what a committee should do when one lands on their desk.

Kate M: And a quick note before we start, this podcast is for general information on best practice governance for small to medium associations. It is not legal advice. Okay. Let's get stuck in.

A special general meeting, SGM, sometimes called an extraordinary general meeting or EGM, is any meeting of the full membership called to deal with specific business that either can't wait until the next annual general meeting or that requires member approval that the committee alone can't give?

Kate H: Committees can call SGMs themselves, and sometimes they should. Major decisions sometimes fall outside the committee's delegated authority. These might be constitutional changes, a decision to wind up the organization, or to amalgamate with another body. These all require a special resolution of members, and an SGM is how you get it.

Kate M: But the members can also call a special general meeting. So in most incorporated associations, a specified number of financial members, either, you know, a a number or a percentage, your constitution will say how many, or the act sets a default, can requisition the committee to call a special general meeting. The committee is then legally obliged to call it within a specified time frame. So this is a situation in our opening scenario, and it's a situation that most committees find the hardest to handle well.

Kate H: The rules around notice period, quorum, and voting at an SGM come from the same place the AGM rules do, your constitution and the act. The same principle applies. Check them before anything else.

Kate M: I'm gonna get that tattooed on my forehead. Check your constitution. It'll have to go in smaller writing under that other thing that I've got tattooed on my forehead that says no two organizations are the same. Anyway, let's look at how a special general meeting can go very badly wrong. So we've got an organization called The Widget Traders Federation, and they've had a difficult year. Big project ran significantly over budget. Two of their long standing programs were canceled with little member consultation. And at the annual general meeting, the committee's explanations for this were, I think we can say thin, Kate. Thin.

Kate H: Thin to nonexistent, perhaps?

Kate M: I'd I'd be definitely on the nonexistent end. We've seen it before.

Kate H: So three weeks later, a requisition arrives. 22 members, all financial, requesting an SGM to discuss financial management, the canceled programs, and to put a motion of no confidence in the committee.

Kate M: So the president's response was to ignore it. He tells the secretary to sit on it. Yes. That's a long pause because as much as I'd like to think we haven't met people like that, we have. So he tells the secretary to sit on it on the grounds that the AGM just happened, and there's no need for another meeting so soon.

Kate H: Well, problem number one, you can't ignore it. If a requisition or a petition meets the constitution's requirements, enough eligible signatures, a clear purpose, proper motions, launched the right way, the committee's role is simply administrative. It can't reject it because it disagrees with the members' concerns or believes the allegations are baseless or it thinks the members calling the meeting won't get the numbers to pass any motions, the constitution requires the committee to call an SGM within generally fourteen to twenty eight days of receiving a valid member requisition. So one day longer than the notice period required and no meeting has been called. The members who signed the requisition now have grounds to call the meeting themselves, and under the act, they can do exactly that.

Kate M: Which, of course, is what happens. The members call the meeting. They choose the venue. They draft the notice. They control the agenda. So the Widget Traders Federations Committee has gone from a situation where they had some control to one where they now have almost none.

Kate H: Problem number two, nobody had thought about what to say. The Committee arrived at the meeting with no prepared response to the financial questions, no documentation of the decision making process around the canceled programs, and no clear explanation about what they'd done and why. They were ambushed and not by the members, but by their own lack of preparation. The result, the vote of no confidence was carried. Two committee members resigned on the spot. The remaining committee now has to govern the organization through a deeply destabilized period with a membership that has fundamentally lost confidence in them.

Kate M: All of which might have been avoided or at least managed much better if the committee had done two things, acknowledge the requisition promptly and call the meeting in time and use the notice period constructively to prepare a proper response to the members' concerns.

Kate H: So let's look at what a good committee does instead. Going back to the opening scenario, the same situation handled differently. Requisition arrives, 22 members, all financial. The committee's response is to, within forty eight hours, acknowledge the requisition in writing, confirm it's valid, so it's been signed by enough eligible members, that it clearly states the purpose and any proposed motions and was lodged the way the constitution requires. Then it advises the members that the SGM will be called in accordance with the constitution.

Kate M: So that single act does several things. It demonstrates that the committee takes its legal obligations seriously. It removes the option for the members to call the meeting themselves, and it signals that the committee is not trying to avoid the conversation, but they're just trying to manage it properly. And part of that process is giving the members proper notice of the special general meeting.

Kate H: Then, and this is the part most committees don't do, use the notice period to get yourselves sorted. You have generally between fourteen and twenty eight days before the meeting. That is enough time response to the concerns raised in the requisition, perhaps even to meet informally with some of the members who signed it and understand what's really driving their concerns. It's an opportunity to address the underlying issues directly, not to make the SGM disappear, but to arrive at it having demonstrated good faith.

Kate M: So what goes on the agenda as the business of the special general meeting? Exactly what was in the requisition letter. No more. No less. The committee doesn't get to reframe the agenda to suit itself. The members ask for a discussion on specific matters and perhaps for specific motions. Those go on the agenda. Nothing else.

Kate H: At the meeting itself, the chair's job is the same as at any other meeting. Manage the process, not dominate the content. The chair should be someone who can hold the room calmly and impartially. Now if the president is the subject of the motions, then they should not be chairing that meeting. Bring in another committee member or have the committee appoint an independent chair if the situation is tricky.

Kate M: I'm a huge believer in independent chairs for special general meetings. I think they really change the whole tone of the room and can make the process much more constructive for everyone. And I think generally people will leave that meeting feeling much more confident in the outcomes, whichever way things go, Kate. It's just I've seen it happen time and time again. Strongly recommend it.

So, Kate, as you know, I'm sitting in France as we're recording, and, it's been it's raining for the first time in I don't know. I can't remember the last time I saw rain. I'm very excited.

Kate H: Yeah. Well, you wouldn't be excited if you were sitting here because it's been raining every day for about three weeks.

Kate M: Yeah. No. Okay. Okay. Well, I'm just having my little moment of of fresh rain. It's glorious. Everybody remember the smell of the sound of fresh rain.

Now back to serious stuff. Here's something that surprises people. A special general meeting called by members does not automatically mean the end of the committee. The members might call a special general meeting because they're genuinely concerned and they want answers. So a committee that engages honestly, provides clear information, and takes responsibility for its decisions, including the ones that weren't popular or didn't go well, they can come through an SGM with their mandate intact, sometimes even stronger. A special general meeting called by disgruntled members can become a meeting of members who aren't, well, aren't necessarily gruntled. Yes. That's a word, Kate. It means pleased or satisfied. Look it up. But either way, the members have had their say, and the committee has either justified itself or it's taken the messages on board, and it will make changes.

Kate H: The Special General Meeting is a formal accountability mechanism. A committee that respects it, prepares properly and engages in good faith is using it the way it was intended. One that tries to avoid it, delay it, or minimize it as the widget traders discovered makes things considerably worse.

Kate M: So let's recap. Special general meetings can be called by the committee for significant decisions or by the members when they have concerns. When the members call a special general meeting, you have legal obligations. Acknowledge it promptly. Call the meeting in time. Put exactly what was requested on the agenda. Use the notice period constructively. Prepare, communicate, and engage in good faith. The special general meeting is a formal accountability mechanism. A committee that respects that process handles it far better than one that fights it, because you wanna be turning those disgruntled people into gruntled people.

Kate H: One likes to keep everyone gruntled, Kate. It's a good state of mind. And check your constitution now before you need it for the rules that apply to committee or member called SGMs for your organization.

Kate M: So, listeners, we have two challenges for you this week. One is a quick check, and the second one is for something for you to consider. First of all, does your constitution specify how many members can requisition a special general meeting and how quickly the committee can call it? If you don't know the answer off the top of your head, look it up today, not when a requisition arrives.

Kate H: Second, if members called an SGM tomorrow, how prepared would your committee be to respond? If the answer is not very, that's useful information. An SGM checklist is in the show notes from the committee companion.

Kate M: It's always nice to have things like that in your emergency box, isn't it? So, listeners, if today's episode has been helpful and you'd like a little bit more support, we're here. Whether it's a governor's health check, help with a tricky committee issue, or simply working out where to start with something that you need to get sorted, you can find Kate and me through Kate Hartwig Consulting, Licorice Allsorts, or Fresh Allsorts. All the links are in the show notes. And if you're listening to this episode right now because your organization is facing a member requisitioned special general meeting, get advice. You can start with us, but if it's a really complex situation, we'd advise your committee to get legal advice sooner rather than later.

Kate H: Ring the lawyers yes. Absolutely. We don't often say that, but occasionally it is the best thing to do. Now if you've got a governance question you'd like us to tackle on the show, the contact form is at the committee room dot com dot a u, and get in quickly because our next episode will be your questions answered, and we've still got time to put your question on the list.

Kate M: So if you found today's episode interesting, please subscribe wherever you get your podcasts and share it with someone on your committee so we can continue to offer you tips and tricks to make your committee life easier. The show notes are at thecommitteeroom.com.au.

Kate H: We have our second Your Questions Answered episode next week, which should be great fun. Mhmm. After that, we're starting fresh with documents done right, beginning with the most important document your organisation has, the Constitution. What must be in it and how to make it readable.

Kate M: Until then, I'm Kate McPhee.

Kate H: And I'm Kate Hartwig.

Kate M: And this has been The Committee Room. Remember,

Kate H: you don't need good luck if you've got good governance.