Running your association's general meeting

The general meeting is when the association accounts to its members: the accounts are approved, the major decisions are voted on, and the board is often elected. Badly prepared, it can be challenged, and its decisions with it. Well prepared, it lasts an hour and leaves a clear record.

What the law requires… and what it leaves to the bylaws

The French law of 1 July 1901 on associations says almost nothing about the general meeting. It does not oblige an association to hold one, and it sets no notice period, no quorum and no majority. All of that is a matter for the bylaws and, where they exist, the internal rules.

So that is where to start: reread the articles of the bylaws on the general meeting before setting the date. They say who calls the meeting, how, how far in advance, who can vote, and by what majority. A meeting held outside these rules is fragile, even if everyone agreed on the day.

Founding, ordinary, extraordinary: three different meetings

The term "general meeting" covers three situations.

An association's founding meeting is the meeting of the founders. It adopts the bylaws and appoints the first officers. It takes place only once, before the declaration, and its minutes are among the documents requested for that declaration. No formal notice is required at this stage: the bylaws do not exist yet. The full process is described in setting up a student association.

The ordinary general meeting is the regular meeting, most often annual, provided for in the bylaws: the rapport moral (the president's report on the year's activity), the financial report, approval of the accounts, the budget, elections.

The extraordinary general meeting is called for serious decisions: amending the bylaws, a merger, dissolution. The bylaws usually set a stricter quorum and majority for it.

These last two names are a matter of custom, not a legal requirement: if your bylaws make no distinction, there is only one general meeting, and its rules apply to every decision.

Calling the meeting: notice periods, recipients, agenda

A sound notice of meeting contains:

• the date, time and place (or the link, if the meeting is held remotely and the bylaws allow it);
• the agenda, item by item: a valid vote can only be taken on what is listed there;
• the relevant documents: the president's report, the accounts for the financial year, the forecast budget, and the list of candidates if an election is planned;
• the arrangements for proxy voting, if the bylaws allow it.

Send it to every member who has the right to vote, within the period set by the bylaws, and keep proof that it was sent. A member who was left out can challenge the meeting.

A standard agenda

For an annual ordinary general meeting, this outline covers the essentials:

1. Opening of the meeting, checking the quorum, appointing the chair and the secretary of the meeting.
2. President's report on the year's activity — vote.
3. Treasurer's financial report and presentation of the accounts for the financial year — vote to approve.
4. Forecast budget for the following financial year — vote.
5. Amount of the membership fee, if the bylaws give this decision to the general meeting — vote.
6. Election of the members of the board or of the conseil d'administration (governing council) — vote.
7. Any other business (discussion without a vote).

Avoid slipping an important decision into "any other business": absent members were not told about it, and the decision could be challenged.

Quorum and majorities: check before opening the meeting

If the bylaws set a quorum, count the members present and represented before opening the meeting, using an attendance sheet. Without a quorum, the meeting cannot deliberate: the bylaws generally provide for a second notice of meeting, often with no quorum requirement.

Also check the majority required for each vote: most often a simple majority to approve the accounts, and a larger one to amend the bylaws or dissolve the association.

Which voting system for an association?

The voting method, again, depends on the bylaws. Two simple practices:

• a show of hands for routine decisions (approving the accounts or the budget);
• a secret ballot for electing people, where it protects each person's freedom of choice.

Remote voting is only possible if the bylaws provide for it. If they do not and you want to use it, that is an amendment to the bylaws to put to a vote first.

That leaves the question people forget until the day of the vote: what is the majority calculated on? Bylaws use one of these wordings, and they do not give the same result.

Wording in the bylaws	What counts
Majority of votes cast	Only the votes for and against; abstentions are left out
Majority of members present or represented	Everyone voting in the room; an abstention weighs the same as a vote against
Majority of the association's members	All members, even those absent; the hardest to reach

If the bylaws are silent or ambiguous, announce the rule you are applying before the vote and record it in the minutes.

A worked example

An association has 120 members whose membership fees are up to date. Its bylaws set a quorum of one quarter of the members, and a two-thirds majority to amend the bylaws.

• Quorum: 30 members must be present or represented. The attendance sheet shows 34 members present and 9 proxies, making 43: the meeting can open.
• Vote on an amendment to the bylaws: 28 for, 9 against, 6 abstentions.
• If the bylaws refer to votes cast: 37 votes, 25 are needed. The amendment is adopted.
• If the bylaws refer to members present or represented: 43 voters, 29 are needed. The amendment is rejected.

The same vote, two opposite results. That is why you reread the article of the bylaws before the meeting, not during it.

The minutes

The minutes are the meeting's memory. They state the date, the number of members present and represented, the quorum reached, each resolution with the result of the vote, and the people elected. They are signed by the chair and the secretary of the meeting.

Keep them with the bylaws and the accounts: they are what the bank, the school or a future board will ask you for.

After the meeting: the declarations

If the meeting elected new officers or amended the bylaws, these changes must be declared within three months (article 5 of the law of 1 July 1901), online or at the greffe des associations (the associations registry office). Without this declaration, the former officers remain the association's official representatives. Remember to update the signatories on the bank account as well.

For what comes next, see how to get the board handover right.

The general meeting checklist

Before

• the articles of the bylaws on the general meeting have been reread: who calls it, notice period, quorum, majorities, proxies;
• the list of members with the right to vote is finalised;
• the notice of meeting, the agenda and the documents are sent within the notice period, and proof of sending is kept;
• the room is booked; the attendance sheet and the ballot papers are printed.

During

• each member signs the attendance sheet, and the proxies are attached to it;
• the quorum is confirmed out loud before the first vote;
• each vote is counted: for, against, abstentions;
• the secretary of the meeting notes the results as they come.

After

• the minutes are written within the week and signed;
• changes of officers or to the bylaws are declared within three months;
• the bank, the school and the insurer are told about the new board;
• the minutes, the attendance sheet and the proxies are archived together.

Frequently asked questions

Is a general meeting compulsory every year?

The 1901 law does not require it. The bylaws set the frequency, and most provide for an annual meeting. If yours do, holding it is an obligation towards your members. The school, the bank or a funder may also ask for the minutes of the last general meeting.

Who can vote at the general meeting?

The members named by the bylaws: most often, the members whose membership fees are up to date on the date of the meeting. Some bylaws reserve the vote for certain categories of members or require a minimum length of membership. Finalise the list before sending the notices.

How many proxies can one member hold?

The law sets no limit: only the bylaws or the internal rules can set one. Without a limit, a single person can arrive with a large number of proxies and decide alone. If your bylaws are silent, this is a point to correct at the next revision.

What if the quorum is not reached?

The meeting cannot vote. This is recorded in writing, the meeting is closed, and a new one is called as the bylaws provide. Many allow the second meeting to deliberate whatever the number of members present.

With toGaether

In toGaether, the list of members and their membership fees is kept up to date throughout the year: you know at any time who can be called to the meeting and who can vote. The minutes and the bylaws are kept in the association's documents, and the new board's roles are assigned without losing the history of the previous one.

This article gives general guidance; the exact rules for your general meeting are those in your bylaws.

Official sources (in French)

• Légifrance — Loi du 1er juillet 1901 relative au contrat d'association
• Service-Public.fr — Modification des statuts et changement de dirigeants
• Service-Public.fr — Associations : démarches et obligations