Show of Hands – Voting at General Meetings of Members
Written by Victor Hamit

Whether an incorporated association (see Associations Incorporation Reform Act 2012 Vic) or a company limited by guarantee (see Corporations Act 2001 Cwth) the vast majority of Club Constitutions empower the Chair to determine a vote on a resolution in a general meeting of members by a show of hands. Generally such Constitutions will then go on to provide the Chair or at least 5 members may demand a poll be taken rather than a show of hands. Further, on a show of hands generally the Chair’s determination is final in resolving whether the resolution is carried or not.

Accordingly the determination of a resolution and the calling for a poll will be determined principally by the Club’s Constitution.

If a poll is demanded in accordance with the terms of the Club’s Constitution the Chair nor the meeting itself can refuse.

If the Club is an incorporated association and its rules provide that the Chair’s declaration is final then the matter is complete (unless the subject of court proceedings for fraud or manifest error).

If the Club is a company limited by guarantee then Sec 250 L will permit a poll to be demanded before the vote is taken or before or after the result is declared on a show of hands.

Therefore if a proper demand for a poll is made the result of the poll will supersede the result on the show of hands.

Subject to a contrary provision in the Club’s Constitution the poll may be taken in the manner and at the time determined by the Chair. Although a poll demanded for the election of the meeting Chair or the adjournment of the meeting obviously needs to be taken immediately. In our experience any poll should be undertaken immediately and the questions resolved. The better organised Clubs have Returning Officers formally appointed and election rules adopted and displayed on the Club’s noticeboard. The better prepared Returning Officers have ballot papers available for such circumstances. If the ballot papers are not required they are simply not used and destroyed following the meeting but always in control of the Returning Officer. However if the ballot papers are required then they are available and more likely to ensure a smooth running meeting with reduced risk of controversy. The Returning Officer should, as a matter of practice seek a resolution of the Board to destroy poll ballot papers following the general meeting.

In the majority of Club Constitutions in our experience the Chair has the power to determine the manner in which the poll is to be conducted. Accordingly proper prior planning, particularly where issues may be thought to be controversial, will engender a sense of efficiency and confidence in the conduct and outcomes of the Meeting.

 

 

Date Published: 6 November 2014

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Victor Hamit
Wentworth Lawyers
Level 40,
140 William Street
MELBOURNE VIC 3000

Email: vhamit@wentworthlawyers.com.au
Website: www.wentworthlawyers.com.au

Tel: +61 3 9607 8380
Mobile: +61 408 590 706

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These materials are provided as a general guide on the subject only, not as specific advice on any particular matter or to any particular person. Please seek specific advice on your own particular circumstances as situations and facts vary.
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