Members’ Rights
As a member of Wild Mountains you have certain rights. If you know what they are, it puts you in a better position to play an active part in the future of Wild Mountains.
Right to request to call a general meeting
Members have the right to ask their directors to call a general meeting. A good reason might be when, for example, you have a concern about the governance of WIld Mountains or you want to propose a change to the rule book (Memorandum of Association). The request must be in writing, and signed by 10 per cent of the membership.
The difference between an annual general meeting (AGM) and a general meeting
An annual general meeting (AGM) is normally held at a specific time of the year. It deals with specific matters, such as considering the audited financial statements.
A general meetings can be held at any time of the year. It is a good time to discuss specific resolutions and other business.
Right to vote at meetings
Members should try to attend all meetings because that’s the best way to find out what is going on. And, it’s also at these meetings that oyu can have your say — by voting!
Voting at a general meeting is powerful way of being involved in decisions at Wild Mountains. Directors manage Wild Mountins, but it is the members who can help decide the direction by voting at meetings.
Right to propose a resolution at a general meetings
If you have a good idea that you think will benefit Wild Mountains, you might want to share that a general meeting. This is called ‘proposing a resolution’. To do that you have to give notice to the secretary well beforehand and there must be support for your idea from 10 per cent of the membership.
Right to demand a poll at a general meeting
Members generally have the right to demand a poll on matters. You can, for example, demand a poll on a resolution that has been put to a general meeting if there are at least five members present who are entitled to vote on the resolution.
(A poll is a formal vote that is counted. Often it is carried out by marking a voting paper or placing marbles in a jar. It is not a ‘show of hands’, which is informal).
Right to remove directors
Members have the right to put forward a resolution at a general meeting to remove a director/s, depsite anything that might be in the:
Memorandum of Association
an agreement between WIld Mountains and the director
an agreement between any or all members and the director
There are rules about how to do this, for example you’ll need to notifiy the secretary of your intentions at least 21 days before the next general meeting.
DIrectors have the right of reply. DIrectors who face being removed have the right to defend their case to members by giving a written statement to be circulated to all members, or speaking to the motion at the general meeting.
Right to access information
Members have the right to ask questions baout the management of Wild Mountains at an AGM. They can also inspect certain documents or the Memorandum of Association.
Internal governance rules
Wild Mountains must provide a copy, free of charge, of the internal governance framework rules within seven days after a request is made by a member.
Normally a viewing is done at an agreed site, known as the document access address. Members have a right to view the documents at the access address wihin seven days of making a written request.
Financial report, directors’ report and audit reports
Members are within their rights to ask for a copy of the Wild Mountains financial report, directors’ report and the auditor’s report.
Financial report, directors’ report and audit reports
Members are within their rights to ask for a copy of the Wild Mountains financial report, directors’ report and the auditor’s report.
Ask the directors questions or make comments
Members have the right to ask questions about or comment on the management of the corporation at the AGM. It’s the chairperson’s responsiblity to ensure that members have a reasonable opportunity to ask questions and make comments.
Minute books for member’s meetings
Members have the right to inspect the minutes of members’ meetings, and any minutes of a resolution passed by members without a meeting. The request should be in writing, and the viewing is done at the document access address.
Ask the auditor questions
Members have the right to ask questions of the auditor or the auditor’s representative at the AGM. It’s the chairperson’s responsibility to ensure that members have a reasonable opportunity to question the auditor about:
how the audit was done
the content of the auditor’s report
accounting policies of Wild Mountains used in the preperation of the financial statements
the independence of the auditor in relation to the conduct of the audit
Information on expenses to directors
Members can request information about the expenses paid to individual directors by Wild Mountains, or by any entity controlled by Wild Mountains.
Right to make an application to a court
Members have the right to make an application to a court on various grounds. These grounds include:
invesitagating oppressive conduct by Wild Mountains
wanting to inspect the books of Wild Mountains
needing to wind up Wild Mountains
Right to amend the rule book
The rule book, or memorandum of association, governs how a WIld Mountains should be run. It sets out how to elect directors and hold valid meetings. Having a rule book that is carefully followed and works well is essential to maintaining good governance.
Most organisations set their rules then they first register. Over time, things change, and an organisation should update the rule book to deal with these changes.