# Annual General Meeting: [Organisation name], YYYY-MM-DD

> Notice, agenda, resolutions, proxy arrangements and minutes for the annual general meeting (AGM)
> of a company, co-operative, association or charity with members or shareholders. The rules for
> AGMs come from your governing document (articles, bylaws or constitution) and the law where the
> organisation is registered; this template cites UK, US (Delaware) and EU law as dated examples
> only. Replace every `[bracketed]` value and every row marked *Example*. Worked examples use
> Kestrel Lane Community Sports Association, a fictional company limited by guarantee with 480
> members. This is a documentation format, not legal advice: check your governing document, the
> current official law and a qualified professional.

<!--
Guidance: How to use this template
- Build the rules table (section 1) from your own governing document first. Notice period,
  quorum, who may vote, proxy rules and voting thresholds differ between organisations and
  countries, and the governing document often adds to the law.
- Work backwards from the meeting date (section 2). Missing a notice deadline can make the
  meeting or its resolutions invalid.
- Use one numbered list of resolutions across the notice, the proxy form and the minutes, so
  every vote can be traced.
- Record vote counts, not just "carried", whenever a vote is counted, and say how proxies and
  abstentions were treated.
- Common pitfall: approving the minutes of the AGM at the next board meeting as if it were a
  board meeting. Follow your governing document on who approves and signs AGM minutes.
- Related templates: Board meeting minutes (`nonprofit/board-minutes`), Board pack
  (`business/board-pack`), Board governance calendar (`nonprofit/board-governance-calendar`),
  Conflict of interest policy (`nonprofit/conflict-of-interest-policy`).
-->

## Document control

<!-- Guidance: Keep the notice, proxy register and minutes in one file per AGM, or link each from here. Minutes stay Draft until approved under your rules. -->

| Field | Value |
|---|---|
| Organisation and registered number | [Name], [number] |
| Legal form | [Company limited by shares / by guarantee / co-operative / charity / nonprofit corporation] |
| Financial year reviewed | YYYY-MM-DD to YYYY-MM-DD |
| Meeting date, time and place | YYYY-MM-DD [hh:mm], [venue and, if allowed, online link] |
| Secretary | [@secretary] |
| Chair | [@chair] |
| Minutes status | [Draft / Approved on YYYY-MM-DD] |

### Revision history

| Version | Date | Author | Change |
|---|---|---|---|
| 0.1 | YYYY-MM-DD | [@secretary] | Rules checked, timetable and draft notice prepared |
| 0.2 | YYYY-MM-DD | [@secretary] | Notice and proxy form issued |
| 1.0 | YYYY-MM-DD | [@secretary] | Minutes drafted after the meeting |

## Contents

1. Rules that apply
2. Timetable
3. Notice of meeting
4. Agenda
5. Resolutions
6. Proxies
7. Attendance and quorum
8. Minutes
9. After the meeting
10. Glossary and references

## 1. Rules that apply

<!-- Guidance: Fill the "Our rule" column from your governing document and the law. Where the two differ, the stricter or the legally required rule usually applies; ask a professional if unsure. -->

| Topic | Our rule | Source (clause or section) |
|---|---|---|
| Is an AGM required? | [Yes / No, held by choice] | [Article NN / statute] |
| Deadline for holding the AGM | [Within N months of year end] | [ ] |
| Notice period and method | [N clear days, by email and website] | [ ] |
| Who receives notice | [Members, directors, auditor] | [ ] |
| Quorum | [N members or N%] | [ ] |
| Who may vote, and record date | [Members on the register at YYYY-MM-DD] | [ ] |
| Proxy rules and deadline | [Form, deadline in hours before meeting] | [ ] |
| Ordinary resolution threshold | [Simple majority of votes cast] | [ ] |
| Special resolution threshold | [For example 75% of votes cast] | [ ] |
| Online or hybrid participation | [Allowed / Not allowed] | [ ] |
| Who signs the minutes | [Chair of the meeting or of the next meeting] | [ ] |

**Dated examples of legal sources (check the current consolidated text):**

- **UK companies.** The Companies Act 2006 sets general meeting rules in Part 13. A public company
  must hold an AGM within six months of its financial year end (section 336); a private company
  generally need not, unless its articles require one. Notice periods (section 307), proxies
  (section 324), ordinary and special resolutions (sections 282 and 283) and the duty to keep
  minutes of general meetings (section 355) are also set out there:
  https://www.legislation.gov.uk/ukpga/2006/46/part/13. Charities follow their governing document
  and Charity Commission guidance as well as company law where they are incorporated.
- **US (Delaware corporations, Title 8 of the Delaware Code, checked 2026-10-30).** Section 211:
  if the annual meeting to elect directors is not held within 30 days of the designated date, or
  for 13 months where no date was designated, the Court of Chancery may order one. Section 222:
  notice not less than 10 nor more than 60 days before the meeting. Section 212: a proxy cannot be
  voted after three years from its date unless it says otherwise. Section 216: quorum may not be
  set below one third of the shares entitled to vote. Other states and nonprofit corporations
  have their own statutes: https://delcode.delaware.gov/title8/c001/sc07/index.html
- **EU listed companies.** The Shareholder Rights Directive, Directive 2007/36/EC as amended, sets
  minimum rules on notice, information and proxy voting for general meetings of listed companies,
  applied through each Member State's national law:
  https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX:32007L0036

## 2. Timetable

<!-- Guidance: Count notice in the way your rules require. "Clear days" usually excludes both the day notice is given and the day of the meeting. Add time for postage if members receive notice by post. -->

```mermaid
flowchart LR
  A["Year end"] --> B["Accounts approved by the board"]
  B --> C["Notice, accounts and proxy form sent"]
  C --> D["Record date for voting"]
  D --> E["Proxy deadline"]
  E --> F["AGM"]
  F --> G["Minutes drafted and filings made"]
```

| Step | Rule | Date | Owner | Done |
|---|---|---|---|---|
| Board approves accounts and notice | [ ] | YYYY-MM-DD | [@chair] | [ ] |
| Notice, accounts and proxy form sent | [N clear days before AGM] | YYYY-MM-DD | [@secretary] | [ ] |
| Deadline for member proposals, if any | [ ] | YYYY-MM-DD | [@secretary] | [ ] |
| Record date for voting | [ ] | YYYY-MM-DD | [@secretary] | [ ] |
| Proxy deadline | [N hours before AGM] | YYYY-MM-DD hh:mm | [@secretary] | [ ] |
| AGM | | YYYY-MM-DD | [@chair] | [ ] |
| Resolutions filed with the registrar where required | [ ] | YYYY-MM-DD | [@secretary] | [ ] |

## 3. Notice of meeting

<!-- Guidance: Keep the notice plain. It must say where and when, state the business, set out the text of any special resolution in full, and tell members about their right to appoint a proxy where they have one. -->

**NOTICE OF ANNUAL GENERAL MEETING**

Notice is given that the Annual General Meeting of [Organisation name] will be held at [venue
and address] [and online at [link]] on [day] YYYY-MM-DD at [hh:mm] to consider the business set
out in the agenda below, and to vote on the resolutions listed in section 5.

A member entitled to attend and vote may appoint a proxy to attend, speak and vote instead of
them. A proxy need not be a member. Proxy forms must reach the Secretary by [hh:mm] on
YYYY-MM-DD at [address or email].

The annual report and accounts are available at [link] and from the Secretary on request.

By order of the board, [Name], Secretary, YYYY-MM-DD

## 4. Agenda

<!-- Guidance: Business not on the notice usually cannot be decided at the meeting. "Any other business" is for announcements and questions, not for new resolutions. -->

1. Welcome, apologies and confirmation of quorum
2. Minutes of the previous AGM held on YYYY-MM-DD
3. Chair's report
4. Annual report and accounts for the year ended YYYY-MM-DD (resolution 1)
5. Appointment of auditor or independent examiner (resolution 2)
6. Election and re-election of directors or trustees (resolutions 3 to [n])
7. Special business (resolution [n])
8. Members' questions
9. Close

## 5. Resolutions

<!-- Guidance: Give the full text of each resolution and its type. Special resolutions often need the exact wording in the notice and cannot be amended in substance at the meeting. -->

| No. | Resolution text | Type | Threshold |
|---|---|---|---|
| 1 *(Example)* | To receive the annual report and accounts for the year ended YYYY-MM-DD | Ordinary | Simple majority of votes cast |
| 2 *(Example)* | To appoint [firm] as independent examiner for the coming year | Ordinary | Simple majority of votes cast |
| 3 *(Example)* | To re-elect [Name] as a director | Ordinary | Simple majority of votes cast |
| 4 *(Example)* | To adopt the new articles of association in the form presented to the meeting | Special | 75% of votes cast |
| [n] | [text] | [type] | [threshold] |

## 6. Proxies

<!-- Guidance: Log every proxy as it arrives, check it against the register of members, and keep the forms with the minutes for the period your rules require. -->

**Proxy form (summary of fields):** member name and membership number; proxy's name, or "the
chair of the meeting"; for each resolution, For, Against or Vote withheld, or "at the proxy's
discretion"; signature and date.

| Ref | Member | Proxy appointed | Instructions | Received | Valid |
|---|---|---|---|---|---|
| PX-001 *(Example)* | [Member name, no.] | Chair of the meeting | For on all resolutions | YYYY-MM-DD hh:mm | Yes |
| PX-002 *(Example)* | [Member name, no.] | [Name] | Discretionary | YYYY-MM-DD hh:mm | Yes |
| [PX-NNN] | [ ] | [ ] | [ ] | [ ] | [ ] |

Totals *(Example)*: 22 valid proxies received by the deadline, 1 rejected as late.

## 7. Attendance and quorum

<!-- Guidance: Record how quorum was counted under your rules (members present only, or present plus proxies) and check it again before each vote if people leave. -->

| Item | Count |
|---|---|
| Members on the register at the record date *(Example)* | 480 |
| Quorum required by the articles *(Example)* | 48 members (10%), present in person |
| Members present in person *(Example)* | 64 |
| Members represented by proxy *(Example)* | 22 |
| Total votes available *(Example)* | 86 |
| Quorum met | Yes, 64 present against 48 required |

## 8. Minutes

<!-- Guidance: Record decisions and vote counts, not a transcript. Summarise questions and answers in one or two neutral sentences. Use the same item and resolution numbers as the notice. -->

**Minutes of the Annual General Meeting of [Organisation name] held at [venue] on YYYY-MM-DD at
[hh:mm].**

**Present:** [Chair], [directors or trustees present], [number] members in person.
**In attendance:** [Secretary, auditor, staff, guests].
**Apologies:** [names or number].

1. **Welcome and quorum.** The chair opened the meeting at [hh:mm] and confirmed that notice had
   been given on YYYY-MM-DD and that a quorum was present ([64] members against [48] required).
2. **Previous minutes.** The minutes of the AGM held on YYYY-MM-DD were [approved as a correct
   record / approved with the amendment that ...].
3. **Chair's report.** The chair presented the report. [Summary of questions and answers.]
4. **Resolutions.** Votes were counted on a [show of hands / poll]. [Under the articles, votes
   withheld are not counted in the proportion of votes cast.]

| No. | For | Against | Withheld | For as % of votes cast | Result |
|---|---|---|---|---|---|
| 1 *(Example)* | 79 | 4 | 3 | 95.2% | Carried |
| 2 *(Example)* | 81 | 2 | 3 | 97.6% | Carried |
| 3 *(Example)* | 80 | 2 | 4 | 97.6% | Carried |
| 4 *(Example, special)* | 68 | 15 | 3 | 81.9% | Carried (75% required) |
| [n] | [ ] | [ ] | [ ] | [ ] | [ ] |

5. **Members' questions.** [Summary of each question and answer, with any action noted.]
6. **Close.** There being no further business, the chair closed the meeting at [hh:mm].

Signed: ______________________ Chair    Date: YYYY-MM-DD

**Actions arising**

| ID | Action | Owner | Due |
|---|---|---|---|
| AGM-A-01 *(Example)* | File the special resolution and new articles with the registrar | [@secretary] | YYYY-MM-DD |
| AGM-A-02 *(Example)* | Publish the results of the vote to members | [@secretary] | YYYY-MM-DD |
| [AGM-A-NN] | [action] | [@owner] | YYYY-MM-DD |

## 9. After the meeting

<!-- Guidance: Filing duties and deadlines depend on the resolution and the jurisdiction. List the ones that apply to you with their source and check them each year. -->

- [ ] Draft minutes circulated to the chair within [N] days.
- [ ] Minutes signed and stored in the minute book with the proxy forms and attendance list.
- [ ] Resolutions that must be filed with the company registrar or regulator filed by the
  deadline in [source]; in the UK, check the Companies Act 2006 for which resolutions must be
  filed and when.
- [ ] Register of directors or trustees updated and changes notified where required.
- [ ] Results published to members, where your rules or practice require it.
- [ ] Next AGM date added to the governance calendar.

## 10. Glossary and references

<!-- Guidance: Keep definitions short and in line with your governing document. -->

| Term | Meaning in this template |
|---|---|
| Clear days | Days of notice not counting the day notice is given or the day of the meeting, where the rules use this term |
| Ordinary resolution | A decision passed by a simple majority of votes cast, unless your rules say otherwise |
| Special resolution | A decision that needs a higher majority, such as 75% of votes cast under UK company law |
| Proxy | A person appointed by a member to attend and vote for them |
| Poll | A counted vote, usually one vote per share or per member, as opposed to a show of hands |
| Record date | The date on which the register is fixed to decide who may vote |

References: your governing document; the statutes listed in section 1; Board meeting minutes
(`nonprofit/board-minutes`) for the record of the board meeting that approves the accounts and
calls the AGM.

## Standard and licence note

Based on general meeting practice and on public law cited as dated examples: the UK Companies Act
2006, Part 13 (legislation.gov.uk); the Delaware General Corporation Law, Title 8, sections 211,
212, 216 and 222 (delcode.delaware.gov, checked 2026-10-30); and Directive 2007/36/EC on
shareholders' rights as amended (EUR-Lex). The template text is original and paraphrases these
sources. Law, thresholds and deadlines change and differ by country, legal form and governing
document; check the current official texts and a qualified professional. This is a documentation
format, not legal advice. Template licence: MIT.