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Incorporated associations 

What is a resolution? 

A resolution is a formal decision passed by the association in accordance with its constitution, usually made at a general meeting or in a postal or electronic ballot. 

There are two types of resolutions, ordinary and special. 

An ordinary resolution is passed if more than half of the formal votes cast support it. Most decisions at a general meeting are made by ordinary resolution. 

A special resolution is passed if at least three-quarters of the votes cast support it.

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Special resolutions 

When is a special resolution required?

A special resolution is required for:

  • changing the association's name
  • changing the association's objects
  • changing the association's constitution
  • applying for registration by an unincorporated group
  • amalgamating with another registered association
  • an existing corporation seeking to register as an association
  • an existing registered association applying to transfer incorporation
  • voluntarily winding up or cancelling the registered association and distributing property. 

The association's constitution may indicate other situations that require a special resolution. 

An application to register a change of name, objects or constitution must be lodged with NSW Fair Trading within 28 days of the special resolution being passed. 

How is a special resolution passed?

A special resolution may be passed:

  • at a general meeting of the association
  • in a postal or electronic ballot
  • in another manner as directed by NSW Fair Trading

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
  • intention to propose the resolution as a special resolution
  • proposed resolution in full 

A special resolution will be passed if:

  • the conditions imposed by Fair Trading, if any, are met
  • a quorum of members required by the constitution is present at the meeting, and
  • it is supported by at least three-quarters of the valid votes cast in person or by proxy, if proxy votes are allowed by the constitution. 

The results of the vote can be announced by the chairperson of the meeting and entered into the minute book of the association. 

If a postal or electronic ballot has been used, members must be notified of the results as soon as practicable. For information on how to conduct a special resolution through a postal or electronic ballot, visit the Postal or electronic ballot page on the Fair Trading website. 

A quorum is the minimum number of members who are required for the meeting to proceed.

Who can vote? 

An association's constitution must specify who is eligible to vote.

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What is a poll? 

A poll is a method of voting on a motion where votes are cast in writing. This allows proxy votes to be counted. 

The association's constitution may state the procedure for demanding and conducting a poll.

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What is a proxy? 

A proxy is a person authorised to vote on behalf of another person. 

The constitution must specify if members are entitled to vote by proxy at a general meeting and if there are any restrictions or procedures for proxy voting. 

Generally, proxy votes should only be used with a poll as this allows all of the proxies to be counted.

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Need more information? 

Contact Registry Services
PO Box 22
Bathurst NSW 2795
Tel: 02 6333 1400
FreeCall: 1800 502 042

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