Governance Excellence · Resource 029

Holding Elections Before the AGM: Why Sequencing Matters

Governance vs Management · Practical guidance for association boards, directors and CEOs.

Nexus Governance Excellence Series

The difference between an AGM that runs an election and one that simply declares one

Two different models exist for electing an association's board, and which one your organisation uses says a great deal about how seriously it takes the election itself. In the first, nominations are called from the floor at the AGM, a candidate says a few words, and a vote is taken there and then. In the second, nominations open weeks in advance, candidates are properly introduced to the membership, and voting closes before the meeting even begins, with the AGM simply declaring a result already reached through a process.

Which rules apply to your association?

The law depends on how your association is set up. A company limited by guarantee follows the Corporations Act 2001 (Cth) and its constitution. An incorporated association follows its state or territory associations Act and its rules. A registered charity also follows the ACNC Act and the ACNC Governance Standards, and some Corporations Act rules are replaced for charities that are companies. Check your own governing documents, and get advice before decisions with legal consequences.

In this resource

  1. Why The Floor Model Persists, And Where It Breaks Down
  2. What Properly Sequenced Elections Actually Look Like
  3. Building This Into Your Own Election Process

Why The Floor Model Persists, And Where It Breaks Down

Floor nominations remain common, particularly among smaller associations, and sector guidance from bodies like the Institute of Community Directors Australia describes it as standard practice for many committees: nominations called for from the floor, an election by show of hands or secret ballot if more than one person stands. For a small, tightly-knit organisation where every member knows every candidate already, this can function adequately. It breaks down where this series has focused, growing associations with a membership base too large for every voter to personally know every candidate, and too dispersed, geographically or across membership classes, for a floor nomination to give most members any opportunity to evaluate who they are voting for.

A floor-nomination approach produces a result, but for a larger membership it gives most voters little chance to assess candidates.

What Properly Sequenced Elections Actually Look Like

Larger, more mature membership organisations consistently run elections on a different timeline entirely, and the pattern is instructive. Screenrights calls for nominations ahead of its AGM and closes voting seven days before the meeting, with no voting taking place on the day. APRA AMCOS runs an equivalent process: in 2025, members received voting details about a month before the AGM and voting closed a week before, with results announced at the meeting. In both cases, the AGM itself is not where the election happens. It is where an election that has already properly occurred gets formally declared.

This sequencing does real work. It gives every member time to read candidate statements and reach an informed view, exactly the notice-and-consideration principle discussed in the previous article on general business. It allows a secret ballot by post or electronically where your Act and constitution permit it. New South Wales, for example, regulates postal and electronic ballots for incorporated associations under the Associations Incorporation Regulation 2022. Companies limited by guarantee need a constitutional basis for direct or pre-meeting voting, so check your own rules first. And it removes the pressure of an on-the-spot floor nomination, where a compelling speaker on the day can outperform a stronger candidate who simply presents less well in a live, time-pressured room.

An AGM that runs the actual election is testing which candidate performs best in a five-minute speech under time pressure. An AGM that declares an already-completed election is testing which candidate the membership actually wants governing the organisation.

Building This Into Your Own Election Process

  • Set a nomination period with real advance notice, connected to the nominations committee mandate discussed earlier in this series, rather than leaving nominations open until the meeting itself.
  • Require candidate statements or brief biographical material to be circulated to all eligible members ahead of voting, not just displayed on the day to whoever happens to attend.
  • Close voting before the AGM through a postal or electronic ballot, but only where your constitution and governing Act allow it, and appoint an independent returning officer to run the count, so the meeting itself declares a result rather than conducting the contest live. If your rules do not provide for this, the change will usually need a constitutional amendment and written election rules.
  • Reserve floor nominations for the exception, an unfilled vacancy after the formal process closes, rather than treating them as the default election method for a growing organisation.

None of this is about making elections harder to run. It is about making them reflect the considered judgement of the whole membership, rather than the enthusiasm of whoever happened to be in the room and ready to speak on the day.

This is one of the practical governance topics built into our Board Director course, alongside the papers, tools and frameworks that turn the principle into your board's actual practice. Explore the course →

Annie Gibbins

Boardroom action worksheet

Turn the article into evidence, a decision and an accountable next step.

  1. What is the issue or decision? State the governance question in one clear sentence.
  2. What evidence do we already have? Record the facts, source documents and stakeholder evidence available now.
  3. What evidence is still needed? Identify the legal, regulatory, financial, member or operational information still required.
  4. What is the agreed next action? Capture the owner, timeframe and how the matter will return to the board.

Record the owner, date and board decision. The editable worksheet is in the free PDF library.

General education, not legal, financial, tax, clinical or governance advice. Confirm specifics at the relevant primary source or with your own qualified adviser. Nexus Leadership is operated by Lipstick Consulting Pty Ltd · ABN 15 619 120 482.

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