Are you sending meeting related documents to members in the correct way?
13 December 2022
As a result of recent amendments to the Corporations Act 2001 (Cth), the way companies can send meeting related documents to members has changed. This change also impacts Companies Limited by Guarantee (CLGs), including those registered as charities with the Australian Charities and Not-for-profits Commission (ACNC).
Earlier this year, the Corporations Amendment (Meetings and Documents) Act 2021 (Cth) amended the Corporations Act 2001 (Cth) so that:
- CLGs may send meeting related documents (such as a notice of a general meeting) to members in physical form, electronic form or by providing a link to where the documents can be accessed electronically (in addition to any other methods of providing notice in the constitution).
- Members of CLGs have a right to elect to receive meeting related documents in a physical or electronic form, and CLGs have an obligation to follow the wishes of members.
- CLGs must tell members of their right to elect to receive meeting related documents in their preferred format at least once per financial year or by notifying them on the website.
- CLGs can send notice in physical or electronic form in accordance with the member’s election, regardless of the requirements in the organisation’s constitution.
There are penalties associated with failing to comply with these provisions.
If you are a CLG, what do you need to do?
1. You must let your members know about their right to elect to receive meeting related documents in their preferred format.
The best way to do this would be to give notice in the way that you would usually notify members - for example, if your usual practice is to use the postal service, send them notice of this right by post.
Once you have given this initial notice to members, your organisation could post an ongoing notice about the right of election on its website.
2. Put thought into how your organisation is going to manage compliance with this provision.
For example, do you need to add information to the organisation’s members register, such as a column indicating whether a member has expressed a preferred method of communication and the date that this election was made?
What is the best method to notify members of their right to elect to receive meeting related documents in their preferred format? For example, do you have a website? Do members use the organisation’s website? If not, you may need to consider providing notice every financial year as part of your regular communication with members.
3. Review your organisation’s constitution to ensure that the notice provisions are in line with the legislative amendments.
Review the notice provisions in your organisation’s constitution to make sure they reflect these changes to the Corporations Act 2001 (Cth). For example, if your constitution only allows notice to be provided by post, update the constitution to reflect that notice can be provided through technology.