Annual Meeting Governance: Special Resolutions

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What are Special Resolutions?
A special resolution is an approved motion for a significant proposal to effect major change raised at an Annual General Meeting (AGM) or Special General Meeting (SGM). It needs at least 75 per cent of members voting in favour for it to pass. For Incorporated Association clubs regulations concerning special resolutions are governed by the Association Incorporation Reform Act 2012. Common examples include:

A proposal to undertake substantial expenditure of capital
Changing the club’s name or rules
Amalgamation with another club/association
Voluntary winding up of the club

Democracy in Action – Why Transparency is Key
Special resolutions can spark emotional and philosophical debate, as members may question the club’s direction or the impact on their social and behavioural environment. For example, a special resolution proposing to spend a large amount of capital on a development at the club premises may have members questioning the necessity of the change or the motive behind it.

For this reason, transparency is extremely important. Members will likely feel more comfortable with significant changes when they understand the scope and intentions. One practical way to ensure the AGM/SGM where the special resolution is voted on runs smoothly is for committee members to organise an information evening beforehand to introduce the proposed change and field questions from members. Providing a ‘business case’ and ensuring that members understand the ‘What, Where, How and Why’ elements of the decisionmaking can ease anxiety and reservations concerning change, and allow them to be addressed in a productive and positive manner.

Raising Issues Within a Club
Another critical and often contentious issue that causes conflict in clubs is the manner and way in which to raise issues. Many clubs have implemented a board charter and code of conduct that serve them well in setting the culture and processes in how to manage and step through issues to seek mutually agreeable resolutions.

The focus should always be on creating an environment of respect, fun, friendship and ‘best practice’ management. Everyone should look forward to joining their club to enjoy common interests and a cohesive and friendly environment.

Pre-Director Training
In New South Wales pre-director training has been a mandatory pre-requisite to sit on a club committee/board for many years and this program has served their industry well.

In recent years CCV has focused more comprehensively on providing board governance seminars and training to assist directors in a proactive and educative way to appreciate their duties and legal obligations from a regulatory perspective.

It is a great idea to have a pre-director information session and information evening for your club’s members contemplating joining a committee; this can help them understand the important aspects of the roles and responsibilities and business operations of your club.

Implementing Special Resolutions
In relation to introducing special resolutions, the following information will assist in implementing and managing the procedural aspects of this discreet part of the club’s AGM or SGM.

Because special resolutions are used to make important decisions, it’s vital to give members more time and information about the matter so that they can consider it carefully before the meeting. The following framework must be followed carefullybefore the meeting. The following framework must be followed carefully before the meeting. The following framework must be followed carefully, otherwise, the resolution can’t be passed. All voting members must be given at least 21 days’ notice of the proposed special resolution. The notice must state the:

Time, date and place where the meeting to vote on the special resolution will be held
Proposed resolution in full
Intention to propose the resolution as a special resolution.

A special resolution will be passed if:

At least 75 per cent of members voting at the meeting (either in person or, if the rules of the association allow, by proxy) vote in its favour, and
Any further relevant requirements from the rules have been met.

Additionally, the below guidelines must be followed in relation to the rules and minutes from the AGM/SGM where the Special Resolution was raised:

If a member asks, the association must, at a reasonable time, let them inspect its rules and the minutes of general meetings.
If a member makes a written request for a copy of the rules or minutes, the association must give them a copy within 14 days.
Your association may also let a member inspect the minutes of committee meetings, but only if its rules allow it. A member does not have a general legal right to inspect minutes of committee meetings.

Amalgamation as a Special Resolution
If the special resolution is in relation to amalgamating clubs, the notice should:

Nominate the first secretary of the amalgamated organisation
Include the terms of the amalgamation, and
Attach a copy of the proposed rules of the amalgamated organisation
 
An application to amalgamate can only be approved by Consumer Association Victoria if the application includes the relevant details above and is accompanied by evidence of the passing of the special resolution approving the amalgamation’s proposed terms and the amalgamated organisation’s rules.

If you would like to see view previous articles use the search function below

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In FY25, Victorian Keno players enjoyed almost 10 million wins worth more than $131.9 million.

For many club patrons across Victoria, FY25 was a year to remember – all thanks to a life-changing Keno win.

Victorian players had a standout year, tallying over 9.9 million Keno wins collectively worth than $131.9 million in prize money.

In FY25, Keno players across the eastern states of mainland Australia celebrated more than 76 million wins collectively worth more than $1.2 billion.

During this time, Keno crowned 20 millionaires and multi-millionaires who together took home more than $57.9 million. Two of these major jackpot winners were from Victoria.

Laverton woman thanks ‘manifestation magic’ for Keno win

A Laverton woman shared she was left thanking the universe after she scored a $60,000 Keno Classic 8 Spot prize at Club Laverton in the weeks leading up to last Christmas.

“It was a big surprise! Especially coming up to Christmas, it’s perfect!” she cheered.

“Do you want to hear something really funny? I just wrote in my diary the day before winning, ‘Thank you, universe, for my Keno 8 Spot win’. Then it really came true!

“I’m a firm believer in the law of attraction and manifestation, and I love affirmations!

“It was awesome seeing all eight numbers pop up on the screen.

“I’ve had a few wins in Keno over the years. It’s like the stars align for me when I play - it’s my thing!”

Club Laverton manager Gus Alimovski said the team happily shared in the excitement with their major Keno winner.

“What an incredible win for our patron! It’s always great hearing these winning stories, and now we have another one to share with our patrons,” he said.

“We’re thrilled for our customer, and we hope to see more Keno winners in our venue soon.”

All eyes on a winning FY26

Keno’s National Partner Manager Luke Harrison said he couldn’t wait to see which Victorian clubs welcomed the next big Keno winners.

“Last financial year, players at Victorian clubs celebrated some impressive victories,” he said.

“A key highlight has been the growing popularity of Keno’s Bonus and Replay features among club patrons. This trend reflects how venues are successfully connecting with their customers, sharing updates on jackpot increases, promotional offers, and game enhancements.

“When players opt into Keno Bonus, they unlock the chance to multiply their winnings by up to ten times, while the Replay option adds another layer of excitement.

“Many players are still unaware of these features, making it vital for staff to start conversations and educate them on the full range of Keno possibilities!”

Mr Harrison said the solid Keno performance at Victorian clubs last financial year laid a strong foundation for continued success in FY26. 

“Clubs across Victoria are embracing fresh approaches to elevate the customer experience, and Keno’s rising popularity is playing a key role in that journey,” he said.

“There’s also a wide array of Keno resources available to clubs, from eye-catching point-of-sale materials to engaging promotions, all designed to keep the game front and centre.

“As the new financial year unfolds, Keno is looking forward to celebrating more big wins for Victorian club patrons, and more success stories for the clubs that host them.”

Contact your Business Development Manager to find out how Keno can best support your club in FY26. 

Visit Keno Connect for more information on maximising Keno in your club - www.kenoconnect.com.au

Latest News

Annual Meeting Governance: Special Resolutions

Publications

← back to ClubHub

What are Special Resolutions?
A special resolution is an approved motion for a significant proposal to effect major change raised at an Annual General Meeting (AGM) or Special General Meeting (SGM). It needs at least 75 per cent of members voting in favour for it to pass. For Incorporated Association clubs regulations concerning special resolutions are governed by the Association Incorporation Reform Act 2012. Common examples include:

A proposal to undertake substantial expenditure of capital
Changing the club’s name or rules
Amalgamation with another club/association
Voluntary winding up of the club

Democracy in Action – Why Transparency is Key
Special resolutions can spark emotional and philosophical debate, as members may question the club’s direction or the impact on their social and behavioural environment. For example, a special resolution proposing to spend a large amount of capital on a development at the club premises may have members questioning the necessity of the change or the motive behind it.

For this reason, transparency is extremely important. Members will likely feel more comfortable with significant changes when they understand the scope and intentions. One practical way to ensure the AGM/SGM where the special resolution is voted on runs smoothly is for committee members to organise an information evening beforehand to introduce the proposed change and field questions from members. Providing a ‘business case’ and ensuring that members understand the ‘What, Where, How and Why’ elements of the decisionmaking can ease anxiety and reservations concerning change, and allow them to be addressed in a productive and positive manner.

Raising Issues Within a Club
Another critical and often contentious issue that causes conflict in clubs is the manner and way in which to raise issues. Many clubs have implemented a board charter and code of conduct that serve them well in setting the culture and processes in how to manage and step through issues to seek mutually agreeable resolutions.

The focus should always be on creating an environment of respect, fun, friendship and ‘best practice’ management. Everyone should look forward to joining their club to enjoy common interests and a cohesive and friendly environment.

Pre-Director Training
In New South Wales pre-director training has been a mandatory pre-requisite to sit on a club committee/board for many years and this program has served their industry well.

In recent years CCV has focused more comprehensively on providing board governance seminars and training to assist directors in a proactive and educative way to appreciate their duties and legal obligations from a regulatory perspective.

It is a great idea to have a pre-director information session and information evening for your club’s members contemplating joining a committee; this can help them understand the important aspects of the roles and responsibilities and business operations of your club.

Implementing Special Resolutions
In relation to introducing special resolutions, the following information will assist in implementing and managing the procedural aspects of this discreet part of the club’s AGM or SGM.

Because special resolutions are used to make important decisions, it’s vital to give members more time and information about the matter so that they can consider it carefully before the meeting. The following framework must be followed carefullybefore the meeting. The following framework must be followed carefully before the meeting. The following framework must be followed carefully, otherwise, the resolution can’t be passed. All voting members must be given at least 21 days’ notice of the proposed special resolution. The notice must state the:

Time, date and place where the meeting to vote on the special resolution will be held
Proposed resolution in full
Intention to propose the resolution as a special resolution.

A special resolution will be passed if:

At least 75 per cent of members voting at the meeting (either in person or, if the rules of the association allow, by proxy) vote in its favour, and
Any further relevant requirements from the rules have been met.

Additionally, the below guidelines must be followed in relation to the rules and minutes from the AGM/SGM where the Special Resolution was raised:

If a member asks, the association must, at a reasonable time, let them inspect its rules and the minutes of general meetings.
If a member makes a written request for a copy of the rules or minutes, the association must give them a copy within 14 days.
Your association may also let a member inspect the minutes of committee meetings, but only if its rules allow it. A member does not have a general legal right to inspect minutes of committee meetings.

Amalgamation as a Special Resolution
If the special resolution is in relation to amalgamating clubs, the notice should:

Nominate the first secretary of the amalgamated organisation
Include the terms of the amalgamation, and
Attach a copy of the proposed rules of the amalgamated organisation
 
An application to amalgamate can only be approved by Consumer Association Victoria if the application includes the relevant details above and is accompanied by evidence of the passing of the special resolution approving the amalgamation’s proposed terms and the amalgamated organisation’s rules.

If you would like to see view previous articles use the search function below

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