Calling a General Meeting of a Society

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The public notices column of a daily newspaper is not the usual place from which to draw inspiration, but a newspaper some years ago provided food for thought about calling general meetings of members of societies.

Examples of general meeting notices

There were seven such notices in that newspaper – can you spot any problems (identification details have been altered)?

  • Annual General Meeting of “A,” a Māori trust, with the place (but not the address), date, and time of meeting given, with business described as:
    • Renewal of lease
    • Treasurers Report
    • Partition of Urupa Easement
  • Annual General Meeting of “B,” a sports club, with the place, date, and time of meeting given, with the note:
    • See details www.“abc”.co.nz/“xyz”
  • Annual General Meeting of “C,” a licensed club, with the place, date, and time of meeting given, followed by the advice that:
    • Financial members only able to attend this meeting
  • Annual General Meeting of “D,” a sports club, with the only the place, date, and time of meeting given.
  • Annual General Meeting of “E,” a Māori trust, with the place, date, and time of meeting given, with business described as:
    • Karakia
    • Apologies
    • To receive the Minutes from the last Annual General Meeting
    • To receive and consider the Balance sheet, Profit and Loss Statement, Audit and Chairman’s Report for the year ended 30 June 2011-11-13 
    • To appoint an Auditor
    • To appoint a Share valuer
    • To authorise such distributions as the Committee may recommend and other payments pursuant to section 259 1(d) of the Te Turi Whenua Maori Act 1993. …
    • Election of the Committee of Management …
    • General business
  • Annual General Meeting of “F,” a sports club, with the place (but not the address), date, and time of meeting given, with business described as:
    • Minutes
    • Annual Accounts
    • Charter Review
    • Board Members
  • Special General Meeting of “G,” a licensed club, with the place, date, and time of meeting given, with business described as:
    • Members update
    • General business

Did the notices of general meetings convey adequate information to members?

  • All notices conveyed accurate information about the place, date, and time of meeting, but in two cases the address of the place of the meeting was not given and in neither of those cases was the place directly associated with the society whose meeting was being advertised.  That could be ascertained from a telephone book, but legally the notices were defective.
  • While one would need to check the constitution of the various societies to know whether adequate information was given as required, I suspect that the only fully compliant notice was number 5 on the list above as it gave detailed information about what was to be discussed at the Annual General Meeting.  In contrast:
    • Notices 1, 2, 3, 4, and 6 failed to give detailed information.
    • Notice 2 could only be compliant if the constitution allowed the public notice to cross-reference to the club’s website (with not all people having access to, or knowing how to access, the Internet this would surprise me).
    • Notice 7 was curiously worded as the club concerned was in trouble with the liquor licensing authorities, which the “members update” may or may not have been intended to indicate.

What should be in notices of general meetings

A notice of meeting should normally include an agenda:

  • Defining the reason for the meeting (its purpose), 
  • Including a list of the items (including the wording of any motions proposed to be put to the meeting of which notice has been given) to be discussed during the meeting, with background information so attendees can prepare in advance (Malayan Breweries Ltd v Lion Corporation Ltd (1988) 4 NZCLC 64,344), and
  • “A notice of general meeting must fairly disclose the purpose for which the meeting is convened.  It must not mislead members in fact or in law as to matters which are to be called and voted upon in the meeting” (Reeves v Pauanui Sports and Recreational Club Inc, CIV-2010-419-1599, Hamilton, 16 December 2010 (HC), at [45]).

Examples of meetings held to be invalid because of inadequate or inappropriate notice

  • The proceedings of general (members’) or committee meetings have been declared invalid by courts where members have been given inadequate or inappropriate notice of the meetings, where:
  • The notice of meeting was issued by someone without proper authority (Re State of Wyoming Syndicate [1901] 2 Ch 431),
  • The notice of meeting was ambiguous or misleading (Kaye v Croydon Tramways Company [1898] 1 Ch 358 (CA)),
  • The objects (scope) of the meeting was not clearly specified, for instance, saying that the purpose of a meeting is to consider “to report and discuss the matter” relating to X when the purpose was actually to consider X’s expulsion(Young v Imperial Club Ltd [1920] 2 KB 523 (CA)),
  • Where the business conducted was not within the substance of the notice of meeting (Henderson v Bank of Australasia (1890) 45 Ch D 330 (CA), John v Rees [1969] 2 All ER 274, and Malayan Breweries Ltd v Lion Corporation Ltd (1988) 4 NZCLC 64,344),
  • The meeting was deliberately held at a time or place to prevent some members from participating (Cannon v Trask (1875) LR 20 Eq 669), and even an adjournment to an inconvenient time and place results in invalidity (Byng v London Life Association [1989] 1 All ER 560 (CA)),
  • The notice of meeting did not adequately make fair and full disclosure to members of business proposed to be discussed at, and the time and place of, the meeting (Malayan Breweries Ltd v Lion Corporation Ltd (1988) 4 NZCLC 64,344, and Wishart v Foster (1961) 4 FLR 72),
  • The period of notice for the meeting was insufficient (Woolf v East Nigel Gold Mining Company Limited (1905) 21 TLR 660, and Reeves v Pauanui Sports and Recreational Club Inc, CIV-2010-419-1599, Hamilton, 16 December 2010 (HC), at [45]),
  • A member was not sent proper notice of the meeting (Hamilton Town Band v Browne [1920] GLR 431, Floral Holdings Limited v Rothmans Industries Limited (1986) 3 NZCLC 99,817 (HC) and 99,832 (CA), and John v Rees [1969] 2 All ER 274), and
  • Even where a member of a committee advised a society of that member’s intention not to attend meetings, the omission to give notice to that person was held to be fatal to the validity of a meeting (Young v Imperial Club Ltd [1920] 2 KB 523 (CA)).

In summary

The public notices columns of newspapers will continue to provide many examples potentially invalid notices of society general meetings.  Those lawyers desperate to create litigation opportunities may chase (or drive) ambulances to the wreckage, if they wish to risk incurring the potential wrath of the Law Society.  More sensibly, those who advise apparently offending societies might provide their clients with pro bono (desirable, but probably somewhat unwelcome) advice to sharpen up their acts. 

 See also the articles “Clear days – Trouble at the Courts – anyone for tennis?”LINK and “Adequate notice of meetings.”LINK

For specific advice about any of those issues, please contact Mark at mark@nfplaw.co.nz.

This is one of a series of articles on societies and charitable trusts by Mark von Dadelszen, a lawyer and author of Members’ Meetings, 3nd Edition, 2012, and Law of Societies, 3nd Edition, 2013 (both texts being in the course of editing for 4th editions to be published after the new Incorporated Societies Act is enacted).