Kate M: Imagine this. The curtain goes up. The hall is three quarters full.

Kate H: The Committee is at the front table looking slightly alarmed.

Kate M: A member asks where the quorum has been confirmed. The secretary pulls out the only known copy of the constitution and blows off the dust. There is a long pause, then a shoulder shrug.

Kate H: The annual report is half a page from the president and a one pager financial summary from the treasurer. He reads it out loud. All of it. Every single number.

Kate M: So when it's time for elections, nominations are taken from the floor. Twenty minutes later, they're still trying to find someone willing to be treasurer.

Kate H: And then the chair calls for other business, and the questions start and go on and on and on.

Kate M: Two and a half hours after the curtain went up, the audience files out quietly. Nobody's smiling. Nobody's clapping.

Kate H: Every organization gets one grand performance a year. This one bombed, but it didn't have to. Welcome to The Committee Room.

Welcome back to The Committee Room.

I'm Kate Hartwig.

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

Kate H: We're now on the home stretch of our first Smarter Meeting series, and today is the big one, the annual general meeting. Next episode, we're covering the other kind of general meeting, the one nobody wants to call, but that's next time.

Kate M: Today, we're gonna talk you through what it takes to make your annual general meeting a night worth showing up for. So think of the annual general meeting as putting on a show. There's a backstage crew. There's a script. There's a program, and there's a director keeping things on track. And there's the audience, your members, who've given up their Tuesday evening and deserve a performance that commands their attention and respects their time.

Kate H: 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. Let's get into it.

The show must go on.

Kate M: The show will go on. So let's think of the preparation for your AGM as a production schedule. You've got, at maximum, five months. Use them every single minute. Every incorporated association must hold an AGM within a set period after the end of its financial year. Now in South Australia, that's five months. But, of course, dear listeners, you need to check your own constitution, check the act if you live in another state or territory because it varies. But the principle is universal. You get a window, and you need to use all of it to prepare for your performance.

Kate H: Five months sounds generous, but ask any director whether five months is enough time to stage a fabulous production, and they'll look at you as if you were crazy, as if you've asked whether it's enough time to build the theater as well. Of course, it's not enough time. It's never enough time.

Kate M: Once you account for the audit turnaround time, the report writing, the notice periods, and all of the election administration and so on, and the fact that everyone involved has a day job and is doing this in their evenings, five months goes by very, very quickly. So the organizations that pull off a great AGM start planning the moment the financial year closes.

Kate H: Every great production has a backstage crew working long before anyone in the audience takes their seat, and your AGM is no different. Now there are three key roles, three people who need to have done their job properly before curtain up or the whole show is in trouble.

Kate M: So the first one, the production manager, your treasurer. So their job is to make sure the financial story of your year is accurate, complete, and professionally presented before it goes anywhere near an audience. So that means the end of year figures have to be in the books by June 30 or whenever your financial year closes. Check your constitution. So their first job is to get the financial records to the auditor. Right? And another part of their role is to check your prescribed association status. Now in South Australia, that means that if your gross receipts so not counting membership fees and requests and proceeds from the sale of assets. If your gross receipts go over $500,000 in a financial year, you are a prescribed association. So that triggers a mandatory independent audit, lodgement of your documents with consumer and business services, and a declaration that no committee member has received a material benefit or entered a contract with the association. Other states have slightly different thresholds, so check the act in your state. If you miss this, you're not just underprepared for show night. You're in breach of the legislation. Even if an independent audit isn't required by your constitution or the act, an independent financial review is still strongly recommended. It's worth being able to say to the audience, to your members, and anyone else who asks that your numbers have been independently checked.

Kate H: So there's quite a bit there to do for the production manager very early on. Okay. Next step, the treasurer drafts their report. What went well financially, what didn't, and why. Meanwhile, the auditor's report comes back, hopefully unqualified. The committee discusses it. Any issues get addressed in writing before anyone outside the committee sees the numbers. By the time the financial reports land in front of members at the AGM, the committee has already worked through the hard questions. You see, the AGM shouldn't be where those questions get asked for the first time. It's where the answers get presented. If your organization is facing difficulties and not just in financial struggles, this is where you tell the members that you're dealing with the situation and you tell them how.

Kate M: You don't wanna leave any opportunities for people to go off script, do you? So you need to be prepared, and the committee needs to be in control of the discussion, in control of the issues with their answers properly prepared.

Yep. You need to anticipate what questions might be asked and be ready for it. So the next key role, the stage manager, your secretary. If the treasurer is making sure the show is financially sound, the secretary is making sure the show can go on legally.

Kate H: And that means the constitution is the production bible, and the secretary needs to know it chapter and verse. What is the required notice period? What must be on the agenda? What are the quorum requirements? How does the election need to be run and so on?

Kate M: These aren't soft guidelines. They're hard rules, and getting them wrong can invalidate every decision made on the night. Just think about that. You go through all of that process. You go through the elections and everything else, and then you discover that none of those decisions can stick because they weren't made properly.

Kate H: That is where you go and cry in a corner softly for a very long time.

Kate M: That's a lot of you crying in the corner. I don't think it's gonna be soft. It's gonna be ghastly.

Kate H: There'll be a great wailing and gnashing of teeth. Yes. Don't let it happen.

Kate M: It also means nominations are open and closed well before the AGM with every nominee providing a candidate statement, what they bring to the table, why they want the role. Members read those statements before they vote, not while they're voting.

Kate H: Where possible, the election is conducted before the AGM and results are simply announced on the night. Smooth, professional. No ghastly twenty minute wait and scramble to see if you can find a treasurer who'll accept the position.

Kate M: That's the kind of tension nobody needs. And on the night itself, the stage manager, the secretary, has the sign in sheet ready at the door. The quorum is confirmed before a single item of business is touched. And, of course, the constitution is accessible to anyone who wants to see it. It's not locked away in the secretary's bag as if it were a state secret, so make sure you've got some copies available on the night.

Kate H: The third backstage role is shared. It belongs to the whole theater company, and that's your whole governance team. The show program is your annual report. This is the centerpiece of the evening, the thing the audience takes home. And it doesn't get written by one person the week before. It's carefully and strategically compiled by someone who understands the power of good storytelling.

Kate M: So the president writes their overview of the year. Portfolio leaders contribute their highlights. Subcommittee chairs report on their work. Staff contribute where it's relevant. The treasurer's report and the auditor's statement feature. They must, of course. But they're not the only star or flop of the show. The annual report tells the real story of what the organization did this year, what it set out to do, what it achieved, what got in the way, what's coming up. So include photos that help tell the story and diagrams that explain the numbers, not just brain numbing columns of figures. You want sentences that give genuine thanks to the volunteers and the sponsors who kept the show running.

Kate H: The annual report is one of the few documents every member is likely to read or at least skim through. That's your best chance all year to build your membership's confidence in the committee and the work it's doing or not. A couple of pages of text filled reports may tick the legal boxes, boxes, but they don't do anything for the relationship between the committee and the members who put them there.

Kate M: So, Kate, as I say in Just A Tick, you wanna create an appealing, well crafted report that helps people understand what you do, why you do it, and how well you've been doing it. So the annual report needs to look and feel the way you want your organization to look and feel. You want it to fulfill your legal obligations, yes, of course, but you also want it to strengthen your organization's reputation.

Kate H: Now, nominations from the floor. In our dreadful AGM in the opening, the room spent twenty minutes working out who even wanted to be treasurer on the night with no warning. Plenty of older constitutions allow exactly that. Now, thankfully, most don't anymore, and for good reason.

Kate M: I'm not sure that it was even about anybody wanting to be treasurer. It was more a case of can we try and wrangle someone into agreeing to it? That's a terrible scenario. They are dreadful AGMs, that type. You do not want that. So if you leave this stuff to the last minute, if you're taking nominations from the floor, the members can't make an informed choice about someone they're hearing about for the first time as they're being nominated. So the proper practice is nominations open well before the AGM, and every nominee completes a candidate statement. So what skills they'll bring, what they know, what they can bring to the role, what they want to achieve while they're in the role. Every candidate gets the same opportunity to make their case, and every member gets to read that before they vote, not while they're voting.

Kate H: Now we went into the full committee election process in episode five. If your constitution still technically allows nominations from the floor, at a minimum, please make sure that any person putting their hand up should stand and tell the room what they're offering before anyone votes. The better fix is closing the loophole in your constitution altogether.

Kate M: So if you can, have the stage manager, the secretary, or even better, a properly appointed returning officer run the election process before the annual general meeting. So then you can announce the results at the meeting. Don't conduct the election in the room on the night if you can possibly avoid it. That's a recipe for exactly the chaos and the frustration we opened with.

Kate H: So the back stage crew has done their job. Opening night has arrived. The president or whoever is chairing steps into the spotlight, and their job on the night is the same as any good director's. Make sure the performance runs as rehearsed, keep the pacing tight, Watch the room. And under no circumstances, the production to go off script.

Kate M: The pacing's really important because a well run AGM moves through the agenda with purpose. Attendance and apologies, quorum confirmed, previous minutes confirmed, and then the president's report. You know? Not a reading of the entire report. Please god, no. Just the highlights, preferably with some visuals. Financial reports are presented by the treasurer, and questions are taken. You can have other reports if that's what your organization needs, but just focus on the most important points, the highlights and the lowlights of each, not every action taken or every number crunched. And, of course, the election results are announced. So every cast member has a job to do, and a good chair, a good director knows when it's done and keeps the performance moving.

Kate H: Remember that before any business is conducted, you must confirm the minimum number of members required is actually present. Not assumed, confirmed, and recorded in the minutes. If the quorum isn't met, you don't have a meeting. You have a cocktail party.

Watching the room matters. The critics are always there. Every audience has them. Members with questions, concerns, points to make. A good chair creates space for questions on the various parts of the annual report. That's not a distraction from the program. That's that's the point of it. What a good chairperson doesn't allow is manufactured controversy, grandstanding, or the kind of speech that starts, well, while I have the floor.

Kate M: Please no. And the other please no is other business. Other business from the floor is the equivalent of a cast member going off script in the middle of the second act. A good director doesn't allow it. So other business, just not an agenda item, not a thing. A good chairperson doesn't put it on the agenda. They don't ask for it, and they don't allow it.

Kate H: The way to handle items of business that people want to raise is simple. Require that any other business be notified to the secretary at least fourteen days before the meeting. These items need to go on the agenda in advance. The committee can see what's coming, think about it, prepare a response, or decide the best way for the meeting to tackle it. If the item wasn't raised in advance, then it's not on the agenda. The chair politely, firmly declines to take it from the floor.

Kate M: So, Kate, none of this is complicated, not like actually really putting on a full Broadway musical. It's just work that has to happen before the meeting, not during it. It's your committee's once a year opportunity to put on a show, tell your members and your guests face to face about how the organization's hitting its targets and its goals, what's coming up, and how their contributions are important for your future plans. It's a great opportunity to blow your own trumpet, so don't waste it.

Kate H: Done right. The AGM wraps up in a reasonable time. The audience feels informed and respected. And if you've done the backstage work properly, there should even be some applause. So what does a five star review of a great AGM look like? Members leave feeling like they've understood where the organization has been and where it's going. They've seen evidence that the committee has been diligent with their money and their trust. Outgoing members are thanked, incoming people are welcomed, and everyone else gets the acknowledgment they're due. And the whole thing finishes before anyone starts sneakily looking at their phone. Now none of that happens by accident. It starts with your constitution, which sets your legal obligations for the AGM, and these are hard rules, not soft guidelines. Check the constitution before every AGM, notice period, quorum, what must be on the agenda. Like every great show, preparation starts many months out, not the week before.

Kate M: And what does a bad review look like? Well, we already know from our opening scenario, The two and a half hour marathon, the constitution produced from a dark dusty corner, the treasurer improvising without a script, the interminable forty minutes of off the cuff other business, members edging towards the exit while the meeting is still technically in progress.

Kate H: And we all know that bad reviews last. Members talk.

Kate M: The good news is is that every single element of a great AGM is within your control. It's not just about the budget or the venue or how many members turn up. It's about preparation backstage months before the curtain goes up.

Kate H: So to recap, your AGM is the biggest governance performance of your committee's year. The production manager, your treasurer make sure the financial story is accurate, complete, and independently checked before anyone sees it. The stage manager, your secretary, runs the legal logistics, constitution checked, notices issued, nominations properly handled, quorum confirmed. The program, your annual report, is the collaborative centerpiece that tells the real story of the year. And the director, your chair, runs the show on the night, keeps the pace, manages the critics, and doesn't allow adlipping.

Kate M: So you've got five months. Use every one of them because the curtain goes up whether you're ready or not.

Kate H: So your challenge this week, dear listener, pull out the minutes from your last AGM. Was the quorum confirmed and recorded before business started? Were nominations closed and candidate statements in members' hands before the night? Would a new member reading your annual report understand what your organization achieved this past year?

Kate M: So if the answer to any of those is no, you need to start work on your next production schedule now. To help that, of course, we're making your life a little bit easier. There is an AGM preparation checklist in the show notes taken from Kate's Committee Companion. So that's a production schedule you can use to work backwards from your AGM date.

Now if today's episode has got you thinking your AGM could use some backstage support, or if there are other kinds of governance challenges you'd like a fresh pair of eyes on, or two fresh pairs of eyes, that's exactly the kind of work Kate and I do through Kate Hartwig Consulting, Licorice Allsorts, and Fresh Allsorts. All the links are in the show notes.

Kate H: And 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. We love a curly question, and we've got another listeners questions episode coming up very soon. So please get in touch.

Kate M: If today's episode was useful, subscribe wherever you get your podcasts and share the committee love with a friend or family member on a committee. The show notes are at thecommitteeroom.com.au. Kate, we've said check your constitution a number of times today.

Kate H: Kate, we say check your constitution a number of times every episode.

Kate M: That is very true, Kate. We do. Tattooed on our forehead. Well, I've already got no two organizations are the same, but I think I'll see if I can squeeze check your constitution in under that. So next episode, the listeners will learn about exactly why this matters because we're looking at special general meetings.

Kate H: What they are, when and why they can be called, and how to call one properly, and what to do if disgruntled members call a special general meeting against the committee.

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

Kate H: And I'm Kate Hartwig, Kate one.

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

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