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Holding a general assembly

What are the competences of the GA?

The General Meeting has the broadest powers to carry out or ratify acts affecting the Association. It alone is competent to take the following decisions, in particular, by a majority of the votes of the members present or represented:

  • the appointment and dismissal of directors, and the determination of their number
  • approval of the annual accounts for the previous year, 
  • approval of the provisional budget for the following financial year on the basis of an action plan,
  • the submission of an application for recognition as a charitable organisation, by a majority of votes of the members present or represented, and
  • all other cases where required by the Articles of Association.

The General Meeting alone is competent to take the following decisions by a qualified majority:

 •  the exclusion of a member, by a 2/3 majority of the votes of the members present or represented,

•  to amend the Articles of Association, by a 2/3 majority of the votes of the members present or represented, and these members must themselves represent at least 2/3 of all the full members of the Association,

•  the dissolution of the Association by a 2/3 majority vote of at least 2/3 of the members present or represented.

Who is involved?

It is compulsory to invite members who have paid their annual subscription. They do not have to be present at the meeting, but they can be absent or give a proxy to another member or a third party if this is provided for in your articles of association. You may invite other people, such as donors, volunteers or interested third parties, but they must not take part in the voting.

How many members should be present?

General Meetings called to consider amendments to the Articles of Association and the dissolution of the Association must be attended by 2/3 of the members present or represented. Decisions are taken by a qualified 2/3 majority.

All other General Meetings are decided by a majority of votes of the members present or represented, irrespective of the number of members present.

Votes by show of hands or secret ballot? 

In principle, votes of a personal nature, such as the election of directors or the exclusion of a member, are carried out by secret ballot to preserve the anonymity of the votes cast. Other votes are by show of hands. The Articles of Association may specify the type of vote to be adopted and the General Meeting may decide, on the spot, whether votes are to be taken by show of hands or anonymously.

Can a meeting be held by videoconference?

Yes, but the Articles of Association must provide for this and specify that members who take part in the meeting by videoconference or by telecommunication means that enable them to be identified are deemed to be present. The technical characteristics of these means must be such as to guarantee effective participation in the meeting, the proceedings of which are broadcast continuously.

When should a general meeting be held?

One general meeting a year is essential to approve the annual accounts for the past financial year and adopt the provisional budget for the following financial year. One or more additional general meetings may be necessary, for example, to make up for the absence of directors, approve additional budgetary resources or authorise new developments.

Minutes?

Yes, the decisions of the General Meeting must be recorded in minutes, and any member may request a copy or consult them at the association's head office.

Your questions have answers
Organising a board meeting

Questions / Answers

  • The method of convening general meetings must be provided for in your articles of association. Convene general meetings by electronic means only if this method is provided for in the articles of association.

  • It may be useful to appoint two tellers from among the members present. Their task is to count the votes cast by show of hands and to count the votes in the case of a secret ballot. Their task is also to ensure that the voting process runs smoothly. 

  • The appointment of one or more cash auditors is not mandatory. Even if the principle of such an appointment is not provided for in the articles of association, the general meeting is entitled to appoint one or two auditors. They are called upon to audit the annual accounts and to make a corresponding report to the General Assembly. The mandate of the cash auditor is not compatible with that of a director.

  • General meetings called to decide on amendments to the statutes or on the dissolution of the association are commonly referred to as "extraordinary general meetings" insofar as a quorum of 2/3 of the members is required by law to deliberate validly and decisions are taken by a qualified majority of 2/3.