Special General Body Meeting (SGBM): Rules, Requisition and Resolutions

The special general body meeting

An AGM happens once a year and covers the year's routine business. When something cannot wait — a major repair, a redevelopment proposal, a bye-law amendment, the removal of an office-bearer — the society calls a special general body meeting.

The SGBM is also the members' main structural check on a committee. Members who believe the committee is not acting can requisition a meeting whether or not the committee wants one, and a committee that obstructs it usually makes its own position worse.

Notice periods, requisition thresholds and majorities come from your state's co-operative act and your registered bye-laws, and vary. Confirm yours before serving anything.

Who can call one

The managing committee, by resolution, whenever it considers a matter needs the general body.

Members, by requisition. The bye-laws specify the threshold — commonly expressed as a fraction of total members, or a minimum number, whichever is applicable. The requisition must state the business proposed, and be signed by the requisite members.

The registrar, in some circumstances, may direct that a meeting be called.

Requisitioning a meeting

This is the part members most often get wrong procedurally, which then lets a committee reject it on a technicality.

1. Check the threshold in your bye-laws, and gather signatures with flat numbers from members on the current roll. Signatures from associate members or from people not on the roll are challengeable.
2. State the business precisely. "To discuss committee functioning" is weak. "To consider and resolve on the removal of the treasurer" is a proposition the meeting can actually resolve on. If you want a resolution passed, draft its exact text in the requisition.
3. Submit it in writing to the secretary, and get an acknowledgement — dated. Where the secretary refuses to acknowledge, send it by registered post and keep the receipt.
4. Note the deadline. The bye-laws give the committee a period within which it must convene the meeting, typically counted from receipt of the requisition.

If the committee does not convene it within the period, the bye-laws generally allow the requisitionists themselves to call the meeting, or permit an approach to the registrar. Follow the route your bye-laws specify exactly — a meeting called by members without following it can be declared invalid, which hands the committee a win on procedure.

Notice

The notice period for an SGBM is set by the bye-laws and is often shorter than for an AGM, but it is still mandatory and still counted in clear days, excluding the day of service and the day of the meeting.

The notice must carry the exact agenda, and for a special resolution the exact text of the resolution. This is stricter than for an AGM's routine business, and for a good reason: members decide whether to attend based on what is proposed.

Nothing outside the notified agenda may be resolved at an SGBM. Unlike an AGM, there is generally no "any other business" at all — the meeting exists for the notified purpose.

Quorum

Same requirement as any general body meeting, per your bye-laws, verified at the time of the vote rather than only at the start.

Where quorum fails, most bye-laws provide for adjournment — sometimes to a later time the same day, sometimes to another date, occasionally with a reduced requirement for the adjourned meeting. Follow the stated procedure rather than proceeding regardless; a resolution passed without quorum is void whatever its merits.

What an SGBM typically decides

• Major repairs, redevelopment and structural works
• Special levies to fund them
• Bye-law amendments
• Removal of an office-bearer or a committee member
• Filling casual vacancies where the bye-laws require general body approval
• Expulsion of a member, where provided for
• Large contracts above the committee's authority
• Sale, lease or grant of rights over society property
• Any matter the registrar directs

The majority required varies with the business. Ordinary matters go by simple majority of members present and voting; bye-law amendments, redevelopment and expulsion typically need a higher majority, and some require registrar approval afterwards.

Get the required majority right before the meeting. Passing a redevelopment resolution by simple majority when the bye-laws demand three-fourths produces a decision that unravels later, usually after money has been spent.

Removal of an office-bearer

The most contentious SGBM business, and the one most likely to be challenged.

Points that decide whether it holds: the requisition and notice must state the removal as the business; the member concerned must be given an opportunity to be heard — natural justice applies and its absence is the commonest ground for setting removal aside; the majority must be what the bye-laws require; and the vote should be by secret ballot.

Removal from an office does not automatically remove someone from the committee unless the bye-laws so provide. Be clear which you are resolving on.

Redevelopment

Redevelopment SGBMs have their own layer of regulation in several states, with directives covering the consent threshold, the appointment of a project management consultant, tender procedure, and the registrar's or an authorised officer's presence at the meeting.

If your society is considering redevelopment, do not treat it as an ordinary SGBM. Get advice specific to your state's directive before the first meeting, because procedural defects at the outset are extremely expensive to cure later.

After the meeting

Write the minutes promptly, recording the requisition or committee resolution that led to the meeting, attendance and quorum, each resolution as put, the voting method and counts, and the result.

File with the registrar anything your state requires — bye-law amendments in particular usually need registration to take effect. Then implement, and report progress at the next meeting.

How this works on Plinth

A special meeting is created against the society's membership roll with its notified agenda, and the resolution text is circulated as it will be put rather than drafted on the day.

Notice goes out with delivery tracked per member, so the society can show service rather than assert it, and attendance is captured with join and leave times so quorum is evidenced at the moment each resolution is voted. Voting runs through the same structured, one-flat-one-vote mechanism used for any society decision, with secret ballot where the business calls for it — as removal of an office-bearer does.

The requisition, notice, attendance, votes and minutes stay attached to the meeting and write to the append-only audit log, which is what makes a contested SGBM defensible afterwards.

Frequently asked questions

How many members are needed to requisition a special general body meeting? The threshold is in your bye-laws, commonly a fraction of total members or a stated minimum. Gather signatures only from members on the current roll.

What if the committee refuses to call the meeting? Where the committee does not convene within the period the bye-laws allow, the requisitionists may generally call it themselves or approach the registrar. Follow your bye-laws exactly.

What notice period applies to an SGBM? Set by your bye-laws — often shorter than an AGM's, counted in clear days, and requiring the exact agenda and resolution text.

Can an SGBM decide something not in the notice? No. The meeting exists for the notified purpose; there is generally no other business.

What majority is needed to remove a secretary? Whatever the bye-laws prescribe, and the person must be given an opportunity to be heard. Absence of a hearing is the commonest reason removals are set aside.

Does an SGBM resolution need registrar approval? Some do — bye-law amendments in particular usually require registration to take effect.

Related: AGM quorum and notice period rules · online AGM for housing societies · online voting for housing societies · housing society rules and regulations