组织化概念普及(十二)：普通会议

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General meetings
普通会议

What are general meetings?
什么是普通会议？

There are two kinds of general meetings that are usually held by associations. These are:
有两种普通会议：

Annual general meetings (AGMs)
年会

These are convened to conduct business stipulated under the Act, such as presenting the annual statement of accounts and other regular annual business including electing committee members as may be required by the association’s constitution. The Act specifies that the association’s committee must ensure that an annual general meeting is held within six months after the close of the association’s financial year.
合法从事业务活动，比如：提交年度帐务和其他年度业务，包括根据章程选举委员。法律规定组织委员会必需确保年会在财年结束后6个月内举办

Other general meetings
其他普通会议

These are variously referred to as special, ordinary, or extraordinary meetings. They are any general meeting, where all members attend that is not an AGM.
他们包括各种，特别的，常规的，非常规的会议。所有成员参与的非年会会议。

These are convened, in accordance with the association’s constitution to deal with any other matters that may arise requiring a decision of the general membership.
根据组织章程任意成员需要一般成员进行决议来处理问题的会议

Usually, the manner of calling, the quorum and procedure of a special general meeting are the same as for an annual general meeting, although the business to be conducted will be different.
特别会议的召集，法定会议人数和流程和年会一样，虽然事务内容不能

The information set out below applies to both annual general meetings and special general meetings.
以下信息适用于年会和特别会议

How are meetings called and conducted?
会议如何召集和进行？

The constitution for each association is required to specify:
每个组织的章程要求指定：

•the intervals between general meetings of the association's members
•the manner of calling general meetings
•the quorum for general meetings
•the procedure at general meetings
•whether members are entitled to vote by proxy at general meetings
•the kinds of resolution that may be voted on by means of a postal ballot, and
•the time within and the manner in which, notices of general meetings and notices of motion are to be given, published or circulated.
普通会议的间隔
如何召集
法定人数
流程
成员是否允许代理投票
允许邮寄投票的决议类型
会议通知的方法，发布，流通方式

If the model constitution applies, the secretary must give a notice to each member specifying the place, date and time of the meeting and the nature of the business to be transacted at the meeting. The notice must be given at least 14 days before the date fixed for the holding of the meeting.
如果采纳示例章程，秘书必须通知所有成员年会召开的地点，日期，时间，会议性质和会议内容。通知必须在会议日期定下后14天内发出。

If the nature of the business proposed to be dealt with requires a special resolution, then the notice specifying the place, date and time of the meeting and the intention to propose the special resolution must be given at least 21 days before the date fixed for the holding of the general meeting.
任何特殊决议的通知必须在年会前21天内给出。

If the model constitution applies, the committee may convene a special general meeting whenever it thinks fit.
如果采纳示例章程，委员会可以在需要的时候举办特别会议

The Act makes provision for associations to include in their constitutions the flexibility to hold meetings (both committee meetings and general meetings) at two or more venues using any technology that gives each of the association’s members a reasonable opportunity to participate.
如果章程有规定，年会可以在多处同时召开，运用任何技术使得成员可以合理的参与

Can members request a general meeting?
成员可以召集普通会议吗？

The association's constitution may provide for the requisition of meetings by members.
组织章程可以指定成员召开会议的条件

If the constitution (adopted after 1 July 2010) does not deal with this matter, then the relevant clause in the model constitution may be deemed to be included in the association's constitution. The model constitution provides that a committee must, on the requisition in writing of at least 5% of the total number of members, convene a special general meeting of the association. The requisition of members:
如果章程(在2010年7月1日之后采纳)没有相关内容，示例章程中的条例被认为自动包含在组织章程中。示例章程要求委员必须在得到5%成员的书面要求下召开特别会议。

成员需要提供的召开条件：
•must state the purpose or purposes of the meeting
•must be signed by the members making the requisition
•must be lodged with the secretary, and
•may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
必须指定会议目的
必须签字
必须由秘书登记每一个书面会议提议

The committee must convene the special general meeting to be held within one month after the requisition is lodged with the secretary. The model constitution sets out the procedures allowing the members who made the requisition to convene a special general meeting if the committee fails to do so.
委员会必须在秘书登记完会议的一个月内举办特别会议。示例章程允许成员自行举办会议，如果委员会不能按时举办的话

How can a member raise a matter at a general meeting?
成员如何在普通会议中提出问题？

The constitution for an association should set out the manner in which a notice of motion is to be given. A member who wishes to bring any business before a general meeting should give notice to the association in accordance with the association's constitution.
章程需要规定成员如何提出动议。成员在普通会议上提出动议之前需要根据章程通知组织

If the constitution (adopted after 1 July 2010) does not deal with this matter, then the relevant clause of the model constitution will apply. This clause provides that the member should provide the secretary with written notice of the matter to be raised at a general meeting. The secretary must include that matter in the next notice calling a general meeting.
如果章程(2010年7月1日之后采纳)没有相关内容，示例章程相关条款将自动适用。它规定成员必须以书面形式提交动议同志给秘书在普通会议之前。秘书必须在下次召集普通会议时包含此动议。

Members should ensure that the notice is given to the association in sufficient time to allow the business to be included in the notice calling the next general meeting.
成员必须确保通知时效充足，以保证可以在下次普通会议中讨论。

What happens if a quorum is not present?
法定会议人数不足怎么办？

The quorum is the number of members required to be present in order to conduct a meeting. No business is to be transacted at any meeting unless a quorum of members entitled to vote is present during the time the meeting is considering that item.
法定会议人数是开会时需要参与的人数。任何事务在法定人数不足的会议上都不能通过

Under the model constitution, five members are required to be present in person to constitute a quorum for the transaction of business at a general meeting. These members should be entitled under the association’s constitution to vote at a general meeting.
示例章程要求在普通会议上决定事务的法定人数是5人。这5人需要在章程授权下在普通会议有投票权

The association's constitution should specify the procedure if a quorum is not present at a meeting. Under the model constitution, if, within half an hour of the time appointed for the general meeting, a quorum is not present:
组织章程需要规定法定人数不足是的处理办法。示例章程规定，如果在会议开始半小时内法定人数不足：

•if convened on the requisition of members, the meeting is to be dissolved, and
•in any other case, the meeting is to stand adjourned to the same day and time in the following week and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members before the day to which the meeting is adjourned) at the same place. If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the members present (being at least three) will constitute a quorum.
如果被召集的成员提出会议解散，会议将被解散且
在任何情况下，会议被推迟到下一周同一天的同一时间，同一地点(除非在下次会议之前会议主持人提出新的地点并且通知所有成员)。延期会议半小时内法定人数仍然不足，至少3个成员代表将补足法定人数。

Who can vote at general meetings?
谁可以在普通会议上投票？

The association's constitution will specify the eligibility of members in relation to voting.
组织章程会规定投票资格
The model constitution specifies that a member is not entitled to vote at any general meeting of the association unless all money due and payable by the member to the association has been paid and any member under the age of 18 years is not entitled to vote.
示例章程规定未清算与组织财务关系的成员以及18岁以下的成员不能投票

The constitution must specify whether proxy voting is allowed and, where appropriate, any requirements, restrictions and procedures relating to proxy voting.
组织章程必须规定是否允许代理投票，以及代理投票的要求，限制和过程

The model constitution does not allow proxy voting.
示例章程不允许代理投票

How are decisions at general meetings made?
普通会议上的决定如何作出？

In general, questions for decision by an association at a general meeting are to be determined by ordinary resolution. An ordinary resolution is passed by a simple majority of members. That is it is supported by more than half of the votes cast by members of the association.
一般来说如何作出决定取决于半数决议。半数决议是指需要主要成员，半数以上成员投票通过的决议

The Act requires that certain questions be determined by special resolution. Special resolutions are required to be passed by at least three-quarters of the votes cast by members of the association.
法律要求特定的问题通过特别决议。特别决议要求四分之三的成员通过

A resolution is passed by the required majority of members at a meeting if that majority of members, who being entitled under the association's constitution to do so, vote in favour of the resolution. The votes may be by postal ballot, in person at the general meeting or by proxy, if allowed under the constitution. This does not mean it is the required majority of all members. For example, if an association has 100 members entitled to vote and only 50 members attend the meeting or give a proxy, then an ordinary resolution will be passed if 26 members vote in favour of it. A special resolution would be passed if 38 members vote in favour of it.
一个决议由决议所需，组织章程授权的人投票决定。投票可以使邮政的，个体的或者章程允许代理的。这并不是说全体成员需要投票。例如，组织有100人可以投票，会议中实到50人，那么普通决议26人可以通过，特殊决议38人可以通过。

Unless the constitution provides otherwise, a resolution put to the vote of the meeting will be decided by a show of hands. If participation in the meeting by a member does not allow for visual counting, then another form of acknowledging voting intention should be determined.
除非章程规定，投票决意采用举手表决。如果会议形式不能通过视觉计票，则需要确定其他投票形式

The constitution may provide that a poll may be requested by a specified number of members. A poll is a method of voting where votes are cast in writing rather than by a show of hands.
章程可以规定达到一定数量的成员可以要求投票，投票是指书面投票相对于举手

If the constitution allows, the chairperson may have a second vote at a general meeting if there is an equality of votes.
如果章程允许，主席可以拥有2票

Please note that the Act allows associations to make provisions in their constitutions for conducting postal ballots and must specify the kinds of resolutions that may be voted on by means of a postal ballot.
请注意，法律允许组织章程规定邮政投票的形式以及可以邮政投票的决议

Is it necessary to take minutes at a general meeting?
必须有会议记录？

The minutes of meetings provide a permanent official record of the business transacted. They should form a clear and concise summary of the proceedings of the meeting. The minutes would normally include the following:
会议记录提供官方的已处理事务列表。它们需要清晰和明确的会议流程概要。会议记录通常包括：

•details of the day, date and place of the meeting and the time of commencement
•the names of those present and details of any apologies
•that the chair announced a quorum was present and that the meeting was duly constituted (if this announcement was made)
•a reference to minutes of the previous general meeting and the signing of them as a correct record
•details of every resolution put to members and whether it was passed with the requisite majority
•details of persons voting against a motion or abstaining from voting if those persons request that this be recorded
•details of any appointments made, persons elected to office and any leave of absence granted to a member
•overview of discussions concerning decisions made at the meeting
•the date and time for the next meeting, if this is determined during the meeting, and
•the time that the meeting closed.
日期，时间，地点和开始时间
出席人员名单和解释
主持人宣布法定人数足够且会议开始（如果有的话）
之前会议的记录和正确的归类它们
每个决议的细节以及是否通过的结果
投票动机或者弃权原因，如果投票人要求这些被记录
任命，被选举为官员的人以及授予成员的休假

In accordance with the model constitution, the minutes of each meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting. If the minutes are in whole or part, in a language other than English, then a copy of the minutes wholly in the English language must be kept with the minutes. The Act prescribes significant penalties for failure to comply with this requirement.
示例章程要求，会议记录必须有主持人签名或者会议的下一任主持人。非英语记录需要有英语翻译。法律规定了如不合法将受到严肃惩罚

Are members allowed to inspect the minutes?
成员能检查会议记录吗？

The association's constitution is required to include provisions regarding inspection of books and documents of the association.
组织章程要求规定如何检查组织文档

The model constitution provides that the records, books and other documents (ie. including the minutes of committee and general meetings) must be open to inspection, free of charge, by a member of the association at any reasonable hour.
示例章程要求，成员可以在任意合理时间，免费查阅所有组织记录，文档包括会议记录

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