Notice of extraordinary general meeting template
A notice of extraordinary general meeting, often called an EGM notice, is the formal document that convenes a general meeting of members other than the annual general meeting. Boards call an EGM when a matter needs member consideration before the next AGM, for example a special resolution to change the constitution or another decision that members must approve. The notice gives members the information they need to decide whether to attend and how to vote, and a defect in the notice can put the meeting's decisions at risk, so it should be prepared carefully.
What the notice is for
The notice serves two purposes: it formally calls the meeting and it tells members what will be decided. Members are entitled to enough information to make an informed decision, which is why the business must be described clearly and the precise wording of any special resolution must be set out. The notice also explains the mechanics of attending and voting, including how to appoint a proxy. Getting these elements right supports the validity of the resolutions passed.
What to include
A complete EGM notice generally includes:
- Name of the company and a statement that it is a notice of an extraordinary general meeting. - Date, time, and place of the meeting, and details of any technology for attending or voting where the meeting is held in more than one place or online. - The business of the meeting, with each item of business described clearly. - The exact wording of any special resolution, stated as the resolution members will vote on, with a note that it is proposed as a special resolution. - Explanatory notes giving members the information they reasonably need to decide how to vote on each item. - Entitlement to vote, including any record time set for determining who may vote. - Proxy information: a statement of the right to appoint a proxy, that a proxy need not be a member, and how and by when to lodge the proxy. - A proxy form, where one is provided. - Signature or authority by which the notice is given.
Special resolutions and notice periods
Where an item is to be passed as a special resolution, the notice must set out an intention to propose the special resolution and state it in full, because members vote on that exact wording. The Corporations Act sets minimum notice periods for calling meetings, and the constitution may add requirements, so confirm the applicable period before sending. Calculate the period carefully and allow for how notice is given and when it is taken to be received, so members receive the full notice they are entitled to.
Common mistakes
Frequent errors include describing the business too vaguely, paraphrasing rather than reproducing the exact special resolution wording, omitting the proxy statement or lodgement deadline, and miscalculating the notice period. Boards sometimes forget to set or state a record time for voting entitlement, or fail to include explanatory notes that members reasonably need. Sending the notice to an outdated member list is another avoidable problem. Each of these can give rise to a challenge to the meeting or its resolutions.
How Quorum helps
Cohiva Quorum helps you draft an EGM notice from a structured template, capture the exact special resolution wording, and keep the notice, proxies, and resulting resolutions together in the meeting record. It supports tracking notice dates and lodgement deadlines so members receive timely and complete notice. Quorum helps you comply and supports your obligations; the entity and its officers remain responsible for compliance.
Part of the Cohiva platform
Cohiva Quorum is part of the Cohiva platform at https://www.cohiva.com. Once a resolution from the meeting needs to be executed, you can send it through Cohiva Sign for e-signatures so the signed document flows back into the minute book with the meeting papers.