The power of a company is divided between the board of directors and the general meeting of members.

The Corporations Act 2001 (Cth) sets out many rules governing the conduct of meetings of both directors and members.

A company meeting is the forum for members to exercise the control rights they possess collectively. These meetings can address a wide range of issues, including constitutional and capital structure matters, composition of the board, and certain fundamental changes. Company meetings are governed by the provisions of Ch 2G of the Corporations Act 2001 (Cth) and the company's constitution.

A company meeting may be called by:

• an individual director;

• the directors at the request of members;

• the members; and

• court order.

A meeting can be convened by a single director whenever they think it is appropriate.

The directors must call and arrange to hold a general meeting on the requisition of members.

Members with at least 5% of the votes that may be cast at a general meeting of the company may call and arrange to hold a general meeting.

Previously 100 members who are entitled to vote at a general meeting were permitted to request that a company call a general meeting. The ability of 100 members to request a meeting was however abolished by the Corporations Legislation Amendment (Deregulatory and Other Measures) Bill 2014, which was passed by the parliament on 2 March 2015 and given royal assent on 19 March 2015.

A director or any member entitled to vote at a general meeting may make an application to the Federal Court or state Supreme Court for an order to call a meeting.

See Calling a meeting.

Except in the case of listed public companies, generally at least 21 days' notice of a general meeting must be given to members. Where a company is an ASX listed company then at least 28 days' notice must be given to members.

Written notice must be given to each individual member entitled to vote at the meeting and each director and every other person listed in the company’s books.

Service of notice may be effected by any method permitted by the company’s constitution.

There is certain information that is required to be included in the notice, for example place, date and time of the meeting.

Generally a notice of a meeting does not need to be lodged with ASIC. However notice to ASIC is required for particular resolutions.

See Notice of meetings.

Company meetings must be held for a proper purpose and must also be held at a reasonable time and place.

Generally the minimum number of members that must attend a company meeting is two, however this number can be amended by the company’s constitution.

It is a replaceable rule that the directors must elect an individual as chair at a meeting or part of a meeting if there is no chair.

A company’s auditor or their authorised representative is entitled to attend and be heard at any general meeting of the company in relation to matters that concern the auditor.

As with directors' minutes, the minutes of general meetings must be recorded in a minute book within 1 month of each meeting and signed by the chair of the meeting or of the next succeeding meeting of directors.

See Conduct of meetings.

Members entitled to attend and vote at a meeting may appoint another individual or corporation as their proxy to vote on some or all of their shares.

A company must send appointment forms or a list of proxies to all members who are entitled to appoint a proxy.

A member may specify the way the proxy is to vote on a particular resolution.

Unless a company has received written notice prior to the start or resumption of a meeting, a vote cast by a proxy will generally be valid.

See Proxies.

Before voting is conducted, the chair must inform the meeting whether proxy votes have been received and how proxy votes are to be cast.

All resolutions are decided on a show of hands unless a poll is demanded.

Certain persons may be restricted from voting on some matters. For example a related party or associate of the related party is prohibited from voting at a general meeting on a proposed resolution that the related party would benefit from.

See Voting by members.

Proprietary companies are not required to hold an annual general meeting (AGM) by the Corporations Act 2001 (Cth), however a proprietary company may still be required to do so by its constitution.

A public company must hold an AGM within 18 months after its registration and every calendar year within 5 months after the end of the financial year. A request for an extension of time to hold an AGM may be made with ASIC.

At the AGM the chair must allow a reasonable opportunity for members as a whole to ask question or make comments on the management of the company. Members of listed companies have additional rights to submit questions to an auditor of the company who must attend the AGM if the audit report is being considered at the meeting.

A listed company is required to put remuneration reports of the directors to the members at the AGM. A new “two strikes” rule has been introduced to increase members' ability to influence the remuneration of directors of listed companies.

See AGMs of public companies.

Members of a proprietary company may decide on matters by way of circular resolution instead of holding a general meeting.

See Resolutions passed without a meeting.