Extraordinary general meetings: when, who can call one, and how

Most associations meet once a year, and most years that is enough. Then a board member resigns mid-term, a roof has to be replaced before winter, a proposal missed the deadline for the annual meeting, or a group of members has lost confidence in the board. That is what an extraordinary general meeting is for: a general meeting with the full authority of the annual one, held at another time, about a defined list of items.

It is worth stressing the first half of that. An extraordinary general meeting is not a lesser meeting. It can amend the bylaws, remove and elect board members and commit the association's money, subject to exactly the same majorities and attendance requirements as the annual meeting. What it cannot do is decide anything that was not in the notice.

When you need one

• Something cannot wait until the annual meeting: an unbudgeted repair, a loan, a sale, a contract that needs members' approval.
• The board is short-handed and the bylaws do not allow it to co-opt, or too many members have resigned for the board to be quorate.
• A bylaw amendment failed on attendance at the annual meeting and the bylaws provide for a second meeting that can decide regardless of turnout; see quorum at general meetings.
• A conflict: a motion of no confidence, a demand for an explanation of the accounts, a proposal to reverse a board decision.
• Dissolution, merger or the sale of the association's property, which many bylaws require to be put to a dedicated meeting.

What it is not for is business the board can decide by itself. Calling a general meeting to cover a decision that is properly the board's does not add legitimacy; it invites members to think the board is unwilling to decide.

Who can call one

The bylaws are the answer, and nearly all of them name two routes. The first is the board, which may convene a meeting whenever it thinks it necessary. The second is a minority of members who can demand one, and the board must then convene it whether it agrees or not.

The minority thresholds in the surrounding law give a sense of the range. German association law lets a tenth of the members demand a meeting, unless the statutes set a different proportion, and if the board does not act the members can apply to be authorised by a court to convene it themselves. In a German owners' association, more than a quarter of the owners can require the manager to call a meeting. In French co-ownership, owners representing at least a quarter of the votes can require the managing agent to convene one, unless the co-ownership rules set a lower share.

Company law works to a similar pattern, and is worth mentioning only as an illustration, since it does not apply to an association. Danish company law lets shareholders holding 5% of the share capital require an extraordinary general meeting, which the management must then convene within two weeks of the request. Under the UK Companies Act 2006, members holding at least 5% of the voting rights can require the directors to call a general meeting. Back in the association, your own bylaws set the bar, which may be lower, and many small associations use a fixed number such as twenty-five members instead of a fraction.

Some bylaws also give the auditor, or a specified number of board members, the right to demand a meeting. Read the whole clause, including any requirement that the demand be in writing, signed, and state the items to be decided.

Handling a demand from members

When a valid demand arrives, the board's job is administrative, not political. Check that the demand meets the bylaws on number, form and content, and if it does, convene the meeting within the period the bylaws set, commonly two to six weeks from the demand, with the items as the members formulated them.

The board may not reword a proposal to make it easier to defeat, drop an item it dislikes, or bury the meeting in July. It may add its own items to the same notice, and it may and usually should attach its recommendation to each proposal, clearly marked as the board's view. If the demand is defective, say so in writing, promptly, and say exactly what is missing so it can be corrected; sitting on it is what turns a disagreement into a dispute.

Notice

The notice period for an extraordinary meeting is often shorter than for the annual meeting, and it comes from the bylaws: two weeks is a common figure. It must go to every member, by whatever method the bylaws prescribe, and email counts only if the bylaws or a previous general meeting made it the channel.

The notice must contain the agenda in full, with the text of every proposal to be voted on, and the full new wording of any bylaw clause being changed. This is where extraordinary meetings most often go wrong, because they are called in a hurry. If a proposal is not in the notice, it cannot be decided, and no amount of agreement in the room repairs that. Members who could not attend relied on the agenda when they decided to stay away or to give a proxy.

Say in the notice whether the meeting is in person, online or hybrid, how to attend remotely, how proxies are to be given and by when, and where the material can be found. See proxy voting online for the proxy mechanics.

Running it online

An extraordinary meeting is the easiest case to hold online: one or two items, a short agenda, and often a subject urgent enough that a full evening in a hall is hard to organise. The conditions are the same as for the annual meeting, and start with whether the bylaws or the governing law permit remote participation at all; the guide on whether an online general meeting is valid goes through that.

Practically: send the personal voting links with or shortly after the notice, run a short test vote at the start so nobody discovers a problem when the real item opens, keep one attendance list covering the room and the remote participants, and set the majority rule and any weights per item before the meeting rather than during it. Because extraordinary meetings tend to be the contested ones, the value of a system record is at its highest here. The step-by-step guide covers the sequence.

Afterwards

Minutes are written and signed exactly as for the annual meeting: the notice and how it was given, the attendance and the finding on competence, each item with the numbers and the chair's finding, and the voting record as an appendix. Circulate them to all members, including those who did not attend, and file any decision that has to go to a register. See minutes of a general meeting for the structure.