Calling an annual general meeting: rules, deadlines and a template

The annual general meeting is the club's highest authority.¹ It's where members elect the board, approve the accounts and set the fee. An AGM that wasn't called the way the statutes say can't, in principle, go ahead,¹ so it pays to get the notice right.

The statutes decide

Denmark has no general law on associations.¹ The club's own statutes say when the AGM is held, how long before it has to be called, and how. So the first step is always to find the statutes.

If the club gets grants under the Danish act on non-formal education (folkeoplysningsloven), it has to have statutes and a democratic structure.² DIF and DGI publish model statutes³⁴ that clubs can build on, so the rules often look alike.

The usual deadlines

DIF's and DGI's model statutes say, for example:³⁴

• An ordinary AGM once a year, before the end of a month the statutes set.
• Notice several weeks before. DIF's model statutes say four weeks, DGI's template for multi-sport clubs at least six weeks.
• Members' proposals in good time, so they can go on the agenda. DIF says at least two weeks before, DGI four weeks.
• The notice is sent or published the way the statutes say, such as by email, on the website, on Facebook or on the noticeboard.

If your statutes say something else, they're what counts.

What the notice should say

A good notice has:

1. The date, time and place.
2. The agenda.
3. The deadline for proposals, and who they go to.
4. Who can vote, if the statutes say, such as an age or paid-up dues.³
5. Who it's from: the board.

The fixed agenda

Many statutes have a fixed agenda much like this:³⁴

1. Election of a chair and a secretary for the meeting
2. The board's report
3. The accounts, for approval
4. Proposals received
5. Setting the membership fee
6. The budget
7. Election of board members and substitutes
8. Election of an auditor and a substitute
9. Any other business

Under any other business anything can be discussed, but nothing can be decided. If something needs a decision, it has to be on the agenda as a proposal.⁴

Changing the statutes, and votes

• Changes to the statutes usually need a qualified majority, 2/3 of the votes cast in DIF's and DGI's model statutes,³⁴ and the proposal should be in the notice or the agenda.
• Ordinary decisions are made by a simple majority.³
• A tied election is, as a rule, settled by a new vote or by drawing lots, unless the statutes say otherwise.¹
• A written ballot follows the statutes. In DIF's model statutes it must be held if five members demand it, and for elections if a single member asks.³ In DGI's template the chair can decide.⁴

After the meeting

Write minutes that say what was decided under each item, who was elected, and how the votes went. The chair usually signs them.³⁴ You'll also need them when the bank or the municipality wants to know who can sign for the club.

Remember to tell the bank and the municipality's club portal if the chair or treasurer has changed.

Extraordinary general meetings

An extraordinary general meeting is held when the board decides, or when a certain share of members asks for one in writing. The statutes say how many and how soon. In DIF's and DGI's model statutes it's a fifth of the members who can vote, and the meeting must then be held within four weeks.³⁴

Free template

Use our free AGM notice. Fill in the date, time and place, and get a finished notice with the fixed agenda, the day it has to go out and the day proposals are due. Afterwards, write the minutes with the same tool.

If the fee is up for a vote, read What should your membership fee be?.

In Clubroom, the notice goes to every member by email, and you can see who it reached.

This is a general guide, not legal advice. When in doubt, your statutes are what count.