Virtual AGM Best Practices for Associations and Companies

Virtual AGMs are no longer a temporary solution. For many Australian organisations, they have become a normal part of governance.

The challenge is that running an AGM online is not the same as moving a physical meeting onto Zoom or Microsoft Teams.

Boards often focus on the technology first. In practice, the real risks usually sit elsewhere: member participation, voting integrity, meeting procedure, constitutional compliance, and ensuring decisions remain defensible if challenged later.

A well-run virtual AGM should feel organised, accessible, and transparent. Members should be able to ask questions, vote confidently, and understand what is happening throughout the meeting.

When those elements are missing, frustration builds quickly.

Start with the Constitution

Before selecting a platform or sending notices, check what your constitution allows.

For companies regulated under the Corporations Act 2001, hybrid meetings are generally permitted. Virtual-only meetings, however, require the organisation’s constitution to expressly permit or require that meeting format. ASIC has repeatedly highlighted this requirement and has reviewed organisations that conducted virtual-only meetings without appropriate constitutional authority.

Many associations, clubs, unions, strata organisations, and not-for-profits operate under different legislation depending on their structure and state or territory. The governing rules still matter.

A surprising number of organisations assume that because they successfully held online meetings during the pandemic, they can continue doing so indefinitely.

That is not always the case.

Before scheduling a virtual AGM, confirm:

If there is uncertainty, obtain governance or legal advice early rather than trying to fix procedural issues after notices have already been issued.

Hybrid Meetings Often Provide the Best Balance

Many boards have settled on hybrid meetings rather than fully virtual AGMs.

There are good reasons for that.

Hybrid meetings provide flexibility for members who cannot travel while still preserving an in-person option for those who prefer traditional participation.

They can also reduce concerns from members who feel virtual-only meetings limit accountability or discourage open discussion.

ASIC’s position is clear that members participating virtually should have an equivalent opportunity to engage as members attending physically. The meeting format should not reduce member rights or participation opportunities.

For organisations with older membership bases, geographically dispersed members, or contentious agenda items, hybrid meetings often provide the most practical solution.

Member Participation Matters More Than the Platform

A technically successful meeting can still be a governance failure.

The real test is whether members can meaningfully participate.

Members should be able to:

One common mistake is treating the AGM as a webinar.

An AGM is not a broadcast.

Members are not merely viewers. They are participants with rights.

The chairperson should explain at the beginning of the meeting:

The clearer these procedures are upfront, the smoother the meeting usually runs.

Voting Needs to Be Transparent and Verifiable

Voting is often where virtual meetings succeed or fail.

Boards should be able to demonstrate:

For straightforward resolutions, this may be relatively simple.

For board elections, constitutional amendments, special resolutions, or disputed matters, independent vote management becomes increasingly valuable.

Electronic voting systems can provide secure audit trails, accurate vote calculations, and immediate reporting while reducing manual handling errors.

Where scrutiny is likely, independent vote administration can also help remove perceptions of bias or procedural influence.

That is particularly relevant for associations, unions, member-based organisations, and companies experiencing contested elections or significant governance change.

Do Not Leave Quorum to Chance

Quorum issues are common in virtual meetings.

In a physical meeting room, it is usually obvious when people arrive or leave.

Online, the situation can become more complicated.

Members may disconnect without notice. Internet connections fail. Devices freeze. Attendees accidentally log out.

The organisation should have a process for monitoring attendance throughout the meeting and confirming quorum requirements continue to be satisfied.

This is especially important where important resolutions are being considered later in the agenda.

Several governance disputes have started with simple procedural oversights that could have been avoided through better attendance monitoring.

Test Everything Before AGM Day

Every year, organisations spend weeks preparing AGM papers and reports, then leave technology testing until the day before the meeting.

That approach rarely ends well.

Conduct a full rehearsal.

Test:

Include directors, management, presenters, and meeting administrators in the rehearsal.

If external providers are involved, ensure responsibilities are clearly allocated.

Everyone should know who handles what when problems arise.

Think About Accessibility

Virtual meetings can improve participation significantly for many members.

They can also unintentionally exclude people.

Some members may have limited digital literacy. Others may have hearing, vision, language, or accessibility requirements.

Providing clear joining instructions, support contacts, telephone participation options where appropriate, and accessible meeting materials can make a substantial difference.

The goal is not simply legal compliance.

The goal is participation.

If members cannot realistically engage with the meeting, the technology has failed regardless of how sophisticated it may be.

Questions and Discussion Need Proper Management

One of the biggest criticisms of poorly run virtual AGMs is that members feel filtered out of the conversation.

Boards should expect questions.

That is part of the purpose of an AGM.

Questions should be managed fairly and consistently, with reasonable opportunities for members to raise matters relevant to the business of the meeting.

The chairperson plays a critical role here.

Strong chairing can keep discussions productive without creating the perception that difficult questions are being avoided.

Members are generally more accepting of decisions when they feel they have genuinely been heard, even if they disagree with the outcome.

Independent Support Can Reduce Risk

For many organisations, AGMs occur once a year.

The board, management team, and internal staff may not regularly deal with electronic voting, proxy validation, scrutineering, registration management, or contested elections.

That is where specialist support can help.

Independent meeting management providers can assist with:

The objective is not simply convenience.

It is confidence in the process.

When members trust the integrity of the meeting, governance outcomes are generally stronger.

Final Thoughts

Virtual AGMs are now a permanent part of the governance landscape across Australia. The organisations that run them well are not necessarily using the most sophisticated technology. They are the ones that focus on member participation, procedural integrity, and clear communication.

When the process is transparent and members can engage confidently, virtual meetings can be every bit as effective as traditional in-person AGMs.

If your organisation is planning an upcoming AGM and would like guidance on electronic voting, proxy management, scrutineering, or virtual meeting administration, Vero Voting can assist with practical support tailored to your governance requirements.

Sources

ASIC – FAQs: Virtual meetings for companies and registered schemes

ASIC – What companies and registered schemes should know about virtual-only meetings

ASIC – Further guidance on virtual meetings for companies and registered schemes

Office of the Registrar of Indigenous Corporations – Virtual meetings guidance