The AGM: Your Organisation’s Annual Performance Review

If your company or NPC were a person, the AGM would be its annual check-up — the one where you find out whether all that “she’ll be right” optimism throughout the year actually holds up when someone looks at the numbers properly.

What is an AGM, really?

The Annual General Meeting is the one formal, recurring opportunity each year for shareholders (Pty Ltd) or members (NPC) to review how the organisation has performed, ask questions, and make key decisions about its future — including, often, who gets to keep steering the ship.

Do you actually have to hold one?

For Pty Ltds, the Companies Act does not require an AGM unless your MOI specifically says so. Plenty of small, closely-held Pty Ltds never hold one, and that’s perfectly legal — provided their MOI doesn’t override this.

For NPCs, the picture is a little more nuanced. The Act doesn’t leave this purely up to your MOI: it explicitly groups “a non-profit company that has voting members” alongside public companies for meeting requirements — they share the same 15-business-day notice period, for example. That’s a strong signal that NPCs with voting members are expected to hold an AGM as a matter of course, not merely when their founding documents happen to say so. Most NPC constitutions do spell it out anyway, since members need a formal, regular chance to hold the board accountable, review finances, and elect directors. Either way, the golden rule remains: read your MOI, and if it’s silent on the point, don’t assume that means you’re off the hook.

What’s supposed to happen at an AGM?

A well-run AGM typically works through a fairly predictable agenda:

1. Welcome and confirmation of quorum — you can’t proceed without the minimum number of members present, as set out in your MOI.
2. Approval of the previous AGM’s minutes — confirming the record from last time is accurate.
3. Presentation of the annual financial statements — this is the big one. Directors present the numbers, and members get to ask the questions they’ve been saving up all year.
4. Directors’ or chairperson’s report — a summary of the year: what happened, what was achieved, what didn’t go to plan (yes, this part matters too — transparency builds trust).
5. Election or re-election of directors — particularly important for NPCs, where board terms often rotate and volunteer burnout is real.
6. Appointment of the auditor or independent reviewer, if applicable — this needs to be confirmed annually.
7. Any special resolutions — if there’s a bigger decision requiring the 75% threshold, the AGM is often used as the venue to deal with it, provided proper notice was given.
8. General matters and questions from members — the “anything else?” catch-all, which is often where the most useful conversations happen.

Why AGMs matter more than they get credit for

It’s easy to see an AGM as a box-ticking exercise, especially for a small Pty Ltd with two shareholders who talk daily anyway. But the discipline of the AGM process — proper notice, a formal agenda, documented minutes, and a resolution trail — is exactly what protects the organisation when things get complicated later: a dispute between shareholders, a funder audit, or a director stepping down under a cloud.

For NPCs specifically, a properly run AGM is often the single biggest piece of evidence you can show a funder, SARS, or CIPC that your governance is sound. It’s the one moment a year where accountability isn’t optional — and skipping it, or running it informally, is an entirely avoidable governance red flag.

The bottom line

An AGM doesn’t need to be a three-hour ordeal with a PowerPoint nobody reads. Done well, it’s a focused, once-a-year moment of honesty: here’s what happened, here’s the money, here’s what’s next. Give proper notice, follow your MOI, keep good minutes, and you’ll walk out with a governance record that works quietly in your favour for years to come.

Meetings, Meetings, Meetings: Which Ones Are Actually Compulsory?

Nobody went into business — or started a non-profit — because they dreamed of sitting in meetings. And yet, here we are. The good news is that South African company law doesn’t actually require you to meet nearly as often as most directors fear. The bad news is that when you are required to meet, doing it properly really matters.

The main types of meetings

Board meetings — these are for directors only, and they deal with the day-to-day running and strategic direction of the company: approving budgets, signing off major decisions, reviewing performance. There’s no fixed legal requirement on how often a Pty Ltd board must meet, unless your MOI says otherwise — but “never” is not a governance strategy, however tempting it looks in a busy quarter.

General meetings — these bring in shareholders (Pty Ltd) or members (NPC), not just directors. They’re called when a decision needs the wider ownership or membership’s approval — think special resolutions, or anything the MOI specifically reserves for shareholders/members.

Annual General Meetings (AGMs) — the big annual event, covered properly in its own post, but in short: this is where the year gets reviewed, financials are presented, and (for NPCs especially) new board members are often elected.

Who actually has to hold an AGM?

Here’s a detail that trips people up: under the Companies Act, private companies (Pty Ltds) are not legally required to hold an AGM unless their MOI says they must. Public and state-owned companies, on the other hand, are required to hold one every year.

NPCs sit in between, and this is where it gets confusing. The Act treats a “non-profit company that has voting members” much like a public company for meeting purposes — the same notice period applies to both, for instance. In practice, this means NPCs with voting members are generally expected to hold an AGM, not just when their MOI happens to say so. Most NPC constitutions spell this out explicitly anyway, which removes any doubt — but even where a founding document is silent or vague, don’t assume that lets you off the hook. Either way, your MOI is the rulebook: check it before assuming anything.

Notice periods — don’t get caught out

Meetings need proper notice, and the required period depends on the meeting type and what your MOI specifies. As a general rule:

• Ordinary business at a private Pty Ltd: at least 10 business days
• Public companies and NPCs with voting members (including their AGMs): at least 15 business days
• Meetings involving a special resolution: also typically at least 15 business days

Your MOI can set a longer or shorter period than these defaults, so it always has the final say. Sending a WhatsApp message the night before saying “meeting tomorrow, don’t forget” is not proper notice — no matter how many exclamation marks you use.

Quorum: the meeting’s minimum viable audience

A meeting isn’t valid unless quorum is met — the minimum number of directors or members required to be present for decisions to count. Your MOI sets this out. If quorum isn’t met, technically nothing decided at that meeting is valid, which is an awkward thing to discover three months later when someone challenges a decision.

The NPC volunteer-board reality check

Non-profit boards are often made up of busy volunteers, which makes formal meeting attendance genuinely hard to pin down. It’s tempting to let things slide informally — but this is exactly where proper process protects everyone. A clear meeting calendar, sent well in advance, with realistic timing around people’s day jobs, will get you far better attendance (and far fewer governance headaches) than trying to wing it meeting to meeting.

The bottom line

You don’t need to meet constantly to be a well-governed organisation — you need to meet properly when it counts. Check your MOI, give proper notice, confirm quorum, and record what happens. That’s 90% of the battle won before anyone’s even opened their laptop.

Conflicts of Interest: When a Board Member’s Cousin Gets the Catering Contract

Every grassroots NPO eventually runs into this moment: the board is choosing a supplier, a venue, or a service provider, and it turns out one of the board members happens to be related to — or business partners with — one of the people bidding. Nobody did anything wrong yet. But if the board doesn’t handle this properly, they’re about to.

What actually counts as a conflict of interest?

A conflict of interest arises whenever a board member’s personal interests — financial or otherwise — could reasonably influence, or appear to influence, a decision they’re involved in making on behalf of the organisation. It doesn’t require bad intent. The cousin’s catering business might genuinely be the best and cheapest option in town. The conflict exists regardless, because from the outside, nobody can tell the difference between “we chose the best option” and “we looked after family” unless the process was transparent.

Under the Companies Act, directors have a formal duty to disclose any personal financial interest — theirs or a related person’s — in a matter before the board, and to step back from the decision once they have. This applies to NPC boards just as much as any other company; the fact that nobody’s getting rich off an NPO doesn’t remove the duty.

The three-step process: disclose, record, recuse

1. Disclose. As soon as a board member becomes aware of a personal interest in a matter, they need to say so — out loud, to the board, before the discussion gets underway. Waiting until after the decision is made is not disclosure, it’s damage control.
2. Record. The disclosure goes in the minutes: who declared what interest, and in relation to which item. This is the paper trail that protects both the board member and the organisation later.
3. Recuse. The conflicted board member then leaves the discussion and doesn’t vote on the matter. They’re still counted for quorum purposes, but they don’t get a say in the outcome.

Skip any of these three steps and you risk more than an awkward moment — a decision made without proper disclosure can be challenged, and in some cases even declared invalid unless it’s later ratified by the other members.

A simple tool: the conflicts register

Most well-run boards keep a standing conflicts register — a running document where board members declare, at the start of each year (and whenever something changes), any relationships, businesses, or financial interests that could plausibly come up. This isn’t about assuming the worst of anyone; it’s about making disclosure a routine habit rather than an awkward one-off confession. A board member who’s already declared “my cousin runs a catering business” at the start of the year has a much easier time recusing themselves when the moment actually arrives.

It’s not just about money

Conflicts aren’t only financial. A board member sitting on the selection panel for a beneficiary programme their own family member is applying to is a conflict. A board member who also chairs a rival organisation competing for the same grant funding is a conflict. If in doubt, the test is simple: would a reasonable outsider, looking at this decision, wonder whether it was made fairly? If yes, declare it.

Why grassroots NPOs are especially exposed here

Small, close-knit communities are exactly where conflicts of interest are most likely to occur — and also where they’re most likely to go undeclared, simply because everyone already knows everyone. That familiarity is often the organisation’s greatest strength. It’s also precisely why a formal process matters more here, not less: informal trust between board members doesn’t reassure a funder or an auditor who’s never met any of them.

The bottom line

Conflicts of interest aren’t a scandal waiting to happen — they’re a normal, everyday feature of small organisations, especially in tight-knit communities. What matters is whether your board has a habit of naming them, recording them, and stepping back from the decision when they arise. Handled properly, a conflict of interest is a Tuesday. Handled badly, it’s the story that ends up in front of a funder, a journalist, or a court.

Resolutions 101: The Difference Between “We Chatted About It” and “We Actually Decided It”

If minutes are the record of what happened at a meeting, resolutions are the record of what the board or members actually decided. Mixing the two up is one of the most common governance mistakes directors make — and it’s an easy one to fix once you know the difference.

What is a resolution, exactly?

A resolution is a formal decision, recorded and — depending on the type — voted on according to specific rules. Think of it as the difference between “we think we should probably open a new bank account at some point” and “resolved: the company shall open a new bank account with XYZ Bank, and directors A and B are authorised as signatories.” One is a conversation. The other is an instruction the world can act on.

Banks, SARS, CIPC, and pretty much any third party dealing with your organisation will want to see a resolution — not a vague reference in the minutes — before they’ll act on major changes.

Ordinary vs special resolutions

This is where a lot of directors get tripped up, so here’s the plain-English version:

Ordinary resolutions need a simple majority (more than 50% of votes). These cover the everyday stuff — appointing directors, approving financial statements, routine business decisions.

Special resolutions need a higher threshold, typically 75%, as set out in the Companies Act or your Memorandum of Incorporation (MOI). These are reserved for the big-ticket items: amending the MOI, changing the company name, approving a merger, or authorising financial assistance to a director. The higher bar exists precisely because these decisions are harder to undo.

Your MOI can actually change these percentages within limits — which is exactly why every director should read their MOI at least once, ideally before there’s a crisis, not during one.

When do you actually need a written resolution?

Not every decision needs a formal resolution — but these definitely do:

• Opening or closing bank accounts, or changing signatories
• Appointing or removing directors
• Approving loans, guarantees, or financial assistance
• Approving major contracts or capital expenditure above a set threshold
• Declaring dividends (Pty Ltd) or approving major expenditure (NPC)
• Any change requiring a special resolution under the Companies Act (name change, MOI amendment, etc.)

If a bank, auditor, or SARS is ever going to ask “can you prove the board approved this?” — that’s your cue that you need a resolution, not just a mention in the minutes.

Round-robin resolutions (the “we can’t all get in one room” option)

Both Pty Ltds and NPCs can pass resolutions without holding a physical meeting, provided the Companies Act and your MOI allow it — usually via a written resolution circulated to and signed by the required majority of directors or members. This is a lifesaver for smaller boards and volunteer-run NPCs where getting everyone in a room on the same evening is basically a logistical miracle. Just make sure it’s properly documented and signed; a WhatsApp thread saying “yes fine by me ????” does not count as a resolution, however tempting that shortcut looks at 9pm on a Tuesday.

The NPC angle

For non-profits, resolutions matter just as much — sometimes more, because NPC boards often have less institutional memory (volunteer turnover is real) and more scrutiny from funders. A resolution approving a major donor agreement or a change in project direction gives your board a clear, defensible paper trail showing the decision was made properly, by the right people, with the right authority.

The bottom line

Minutes tell the story. Resolutions are the legally binding punchline. If money, authority, or the company’s structure is changing, don’t just talk about it — resolve it, record it, and get it signed.

Policies Every NPO Board Should Have (and Probably Doesn’t)

Nobody starts a grassroots NPO because they dreamed of writing policy documents. You start it because you saw a problem and wanted to fix it. But a handful of unglamorous documents, written once and revisited occasionally, quietly protect the organisation, its board, and the people it serves — far more than most founders realise until something goes wrong.

Financial management policy

This is the document that answers the boring-but-critical questions before a crisis forces you to answer them under pressure: who can approve an expense, and up to what amount? Who has signing authority on the bank account, and does it require two signatures? How are petty cash and reimbursements handled? Without this written down, financial decisions default to “whoever’s around at the time” — which is exactly how small, well-meaning organisations end up with disputes, or worse, exposure to fraud.

Conflict of interest policy

Beyond the legal disclosure requirements for directors, a clear policy sets expectations for the whole organisation — staff, volunteers, and board alike — about declaring relationships or interests that could influence decisions. It should also explain, in plain language, what happens once a conflict is declared: recusal, documentation, and sometimes independent review of the decision.

HR basics (even for volunteers)

If you have any paid staff at all, you need at minimum a basic employment policy covering hours, leave, disciplinary process, and grievance handling — South African labour law applies to non-profits just as it does to any other employer. Even for a purely volunteer organisation, a simple volunteer agreement covering expectations, code of conduct, and how the relationship can end protects both the organisation and the volunteer from misunderstandings down the line.

Whistleblowing / reporting policy

This is the one grassroots boards skip most often, usually because “we’re all friends here, surely we don’t need this.” But a clear, safe channel for someone — staff, volunteer, or beneficiary — to raise a concern about financial misconduct, abuse, or mismanagement, without fear of retaliation, is exactly what prevents small problems from festering into scandals. It doesn’t need to be complicated: even a simple “here’s who to contact, and here’s what happens next” document is far better than nothing.

Beneficiary protection and safeguarding policy

Especially critical for any organisation working with children, the elderly, or other vulnerable groups: a clear policy on how beneficiaries are treated, protected from harm, and given a way to raise concerns of their own. Funders increasingly ask for this specifically, and for good reason — it’s one of the areas where reputational damage from a failure can be catastrophic and near-impossible to recover from.

Document retention and data protection policy

South Africa’s Protection of Personal Information Act (POPIA) applies to NPOs too, particularly if you’re holding beneficiary records, donor details, or staff information. A simple policy on what personal information you collect, how long you keep it, and who can access it isn’t just good practice — it’s a legal obligation, and one that’s easy to overlook when the organisation’s focus is entirely on delivery.

Getting started without drowning in paperwork

You don’t need to write all of these in a weekend, and you definitely don’t need twenty-page legal documents. Start with the two or three that address your organisation’s biggest actual risk right now — usually financial management and conflicts of interest for most grassroots NPOs — and build from there. A one-page policy that’s actually read and followed beats a comprehensive one that lives in a folder nobody’s opened since it was written.

The bottom line

Policies aren’t bureaucracy for its own sake — they’re the organisation’s memory of “how we agreed to do this,” so decisions don’t have to be reinvented, and relitigated, every single time. Write them once, review them yearly, and treat them as a living part of how the organisation actually runs, not a compliance exercise to file away and forget.

Minutes That Matter: When (and Why) You Actually Need to Write Them Down

Let’s start with a confession every director has made at least once: “We’ll remember what we decided, we don’t need to write it down.”

Six months later, nobody remembers. Two directors remember it differently. And the auditor, SARS, or an unhappy member is asking for proof that a decision was ever made properly. This is the moment minutes stop being admin and start being your best friend.

So what actually are minutes?

Minutes are simply the official written record of what happened at a meeting: who was there, what was discussed, and — most importantly — what was decided. They are not a transcript. Nobody needs to know that Dave went off on a five-minute tangent about load shedding before getting to the point. Minutes capture the outcome, not the scenic route.

When do you need them?

Here’s the rule of thumb: if a meeting happened where a decision was made, it needs minutes. That includes:

• Board meetings (Pty Ltd or NPC)
• General meetings and AGMs
• Committee meetings where the committee has decision-making power (finance committee, exec committee, etc.)
• Any meeting where money, contracts, appointments, or policy changes were discussed

Casual catch-ups where nothing was decided? You don’t need minutes for that — you need a to-do list, which is a different animal entirely.

Why bother, really?

Three reasons, in order of how much they’ll hurt you if you skip this:

1. Legal protection. Under the Companies Act 71 of 2008, companies must keep minutes of shareholder or member meetings, as well as minutes and resolutions of board meetings — and retain them for at least seven years. No minutes means no proof the company acted properly, which matters enormously if a decision is ever challenged.
2. Institutional memory. Boards change. Directors move on. Minutes are the only reliable way for a new director to understand why the organisation does things the way it does, instead of relying on office folklore.
3. Funder and donor confidence. For NPCs especially, funders increasingly want to see evidence of proper governance before they’ll release the next tranche of funding. A tidy minute book says “we take this seriously” far more convincingly than a verbal assurance.

What good minutes actually look like

Good minutes are boring, and that’s the point. They should include:

• Date, time, and place of the meeting
• Who attended (and who sent apologies)
• Confirmation that quorum was met
• A record of each item discussed, in brief
• The actual decision or resolution reached
• Who is responsible for follow-up action, and by when
• Signature of the chairperson, once approved at the next meeting

Nobody needs your board’s opinions on whether the tea was too weak. Keep it factual, keep it short, and resist the urge to narrate.

The NPC twist

For non-profits, minutes carry a bit of extra weight because you’re often accountable to three masters at once: CIPC (as an NPC), SARS (as a PBO, if you’ve got that status), and your funders. Sloppy minutes — or worse, no minutes — can put your PBO status at risk during a compliance review, which is a genuinely painful thing to sort out after the fact.

The bottom line

If in doubt, write it down. A five-minute habit of proper minute-taking after every meeting will save you hours of reconstructive guesswork — and possibly your organisation’s reputation — down the line. Your future self (and your auditor) will thank you.