Meeting ProceduresDeveloped by Narelle StollMay 2013
Purpose of the presentationTo provide an overview of how to run a meeting. This presentation covers thefollowing topics Board Governance and Structure Meeting Preparation Chairmanship Minute writing Motions and Amendments Delivering a Report Holding a AGMNote: this presentation is intended as a general guide and legal advice must besought for specific issues
Board Member Responsibilities Individual Responsibilities Act with care and due diligence Act in good faith in the best interests of the company Avoid conflict of interest Avoid using their position or information they receive for personal gain or tothe detriment of the company Takes reasonable steps to ensure the company complies with itsresponsibilities in respect to financial records and financial reporting andother reporting requirements Disclose matters relating to affairs of the company in which he/she has apersonal interest Hand over any documents of the association within 14 days ceasing to holdoffice source: NSW Department of Fair Trading Corporate and Associations Rules.
Board Responsibilities Conduct an Annual General Meeting. Submit an annual financial statement to members Submit a annual financial statement (signed by 2members) to the appropriate association Communicate decisions made to the rest of theorganisation Submit any resolutions passed at the meetingconcerning the financial statement Appoint a Public Officer Remain solvent Have a current constitution Keep meeting and financial records Maintain a list of committee members Maintain a list of members Notifies the relevant Government Department ofthe change in address of the Public Officer Ensures holds relevant current Licences, Insurance
Board Responsibilities (cont) If a Not for Profit Organisation does not distribute any profits orassets to members or engage in trade prohibited in the Act Full name of the organisation appears on all official documentation Not to incur debts if there is reasonable ground the organisation willnot be able to pay them Does not act with the intent to defraud creditors Any letter addressed to the Public Officer or Organisation is broughtto the attention of the committee Accurate records are kept and are produced as directed Records kept are not false or misleading
Constitution All incorporated not for profit organisations must have a constitution. While content of a constitution can vary according to legal requirements a basic overview is providedbelow. It is recommended that a Board seeks legal advice in developing or reviewing their constitution. Once a constitution is developed it must be followed by the organisation when discharging duties andconducting meetings. If any changes are required to a constitution it must be passed by a 2/3 majority. Any changes to a constitution must be reported to the relevant organisation Content of a constitution Membership qualifications Fees and subscriptions Members liabilities Disciplining of members Internal disputes Appointment of office bearers Management of general meetings Management of funds Winding up and disposal of assets source: NSW Department of Fair Trading. www.fairtrading.nsw.gov.au
Board StructureThe Board of a Not for Profit organisation is generally comprised of the following positions President Secretary Treasurer Directors General Legal Counsel or Public Officer (Role usually combined with Tresurer in smaller organisations) Of these positions the 4 top positions are elected with the General Legal Counsel usually a appointed position.Depending on the size of the organisation Vice Presidents may also be appointed to oversee the roles of DirectorsThe responsibilities and activities of each Director should be identified through the Club planning process. Committee MembersCommittee Members are non board positions that serve under and are appointed by the President or Director Position Position DescriptionsAll positions should have a position description. The purpose of the position descriptions are Identify key responsibilities Identify activities Identify reporting structure Generally position descriptions should also contain the activity or program the role is responsible for
Meeting Purpose and Objectives Purpose and objectives of meetings Purpose To gather and communicate information To share ideas, views and opinions To meet governance and legal requirements Encourage participation of individuals To solve problems and make decisions Objectives of meeting Well planned Meet objectives Run on time People have the opportunity to raise issues of concern Good attendance Culture of respect and cooperation
Meeting Preparation –Questions to askWhy are you holding the meeting?Meetings are required when group decision is required Information must be transmitted to the group understanding of information must be obtained short term where human interaction is beneficialWhat other alternatives are there to the meeting ? Conference Call Cancel Postpone Telephone Memorandum Individual contact Who will benefit from the meeting?Each meeting should Have a specific objective Meet the needs of the organisation, members, community
Meeting Preparation –Questions to ask Where the meeting should be held ? Consider Contact person Features of location Size Seating Sound Lighting Noise Accessibility Layout Who should be in attendance? When should members be in attendance? When the agendas are to be sent?
Meeting Preparation –Questions to ask What should be prepared beforehand? Gavel Timer Agenda Notepaper Constitution/ Standing orders Agenda Changes Reports nomination forms pieces of equipment required by those to attend the meeting
Meeting Agenda PurposeAgenda The purpose of the Agenda is to provide a structure to the meeting and provide informationto the board as to what issues are to be discussed. It is recommended that the request for Agenda items is circulated one week prior to themeeting All committee members should submit Agenda items at least 4 days prior to the meeting toallow the Agenda to be circulated prior to the meetingPurpose of the Agenda Items of Importance are brought forward before the meeting No items are missed out at the meeting Members and guests know what will be dealt with at the meeting Constitution and standing Orders are complied with Members and guests know of their direct involvement participation and responsibilitiesin the meeting
Agenda Format Name and purpose of the meeting Start and Finish times for the meeting Venue of the meeting Date Member and guest involvement Time limit on each agenda item Name of person leading discussion on particular agenda items Other Business
Agenda-Contents Name of Meeting Date time location Attendees Name Apologies Past minutes Correspondence Directors Reports New Business Motions on notice
Meeting Management During the meeting Start on time so that those who arrive on time are notpenalised Assign time keeping and minuting responsibilities Start with and stick to the Agenda Prevent interruptions Accomplish purpose Ensure people presenting reports keep to time frame
Chairing a MeetingHere are some tips for how to chair a meeting Be prepared Be punctual ( start and finish things on time) Be prompt in response to discussion Be strict Be impartial Be honest Be rational Be friendly Be current Be knowledgeable
Chairman-skills Goal orientated Clear thinking Calm Strong interest in working of the meeting Able to rescues problems Develop new ideas and procedures Good knowledge of meeting procedures Enforce standing orders Cast vote to maintain status quo Committed to Starting and finishing the meeting on time Impartial and unbiased Diplomatic and tactful Flexible Empathetic
Guide to note taking Use a scribble book Tune into discussion Analyse the discussions as they occur Summarise what has been said and focus on the task athand Note key words and phrases in any important speeches ordiscussions and check spelling of peoples names. Write down motions and amendments in full If in doubt seek help
MinutesPurpose of minutes Record of actions taken for legal purposes Record of decisions made Record of who is responsible for actions Historical record for organisational memory Keeps people informed of decisions who could not attend the meetingMinutes must contain The name, time , place and those who attended Precise wording of all motions Details of any discussions relating to contracts, leases If people leave the meeting write simply the persons name and time they left the meeting. Do not record any personal attacks or name calling Keep all writing objective rather than subjective. Avoid large black text appearing in bold italic or upper case All items are numbered Number pages, tables graphs, charts Do a final check of; layout, grammar, punctuation, spelling and peoples names. In the body of the minutes record a persons name It is recommended an Action list is also generated and sent with the minutes. This allows for each boardmember to quickly identify action items they need to address prior to the next meeting.
Report FormatFormat of a report Key Performance Indicators Actions completed to date Further actions Other Business Assistance required
Delivering a ReportWhere possible reports should be submitted to the Secretary at least 4 days prior to the meeting toallow them to be circulated to other board members. Ensure that you bring sufficient copies of your report to the meeting When invited to speak stand and speak through the chairman Remember Conciseness, Clear, Clarity Repeat simple messages If you dont know the answer to something say so Avoid using complicated words and buzz words when delivering your reports Use non discriminatory language and avoid using language that may offend A report can be closed by the following meansMr/Madam Chairman I move that the report be received and filed". No action is required bythe group other than acknowledgment.
Motions and Resolutions Motion and resolutions form an important part of a meeting. They enable business decisions to be reached and actions to progress. While asummary of the motion and resolution process is provided below it isrecommended either Roberts Rule of Order or Joske Rules of Order referred tofor further guidance A motion can be Procedural - Relating to the conduct of the meeting "That the question benow put" Substantive - Ordering something to be done‘ Wording the motion All motions start with That Normal indicatives" is" and "are" replaced by "be" For other verbs a form not ending is s is used eg write rather than writes In the case of negative expressions in the passive voice the not shouldfollow the auxiliary verb "That the draft letter be not sent" If an explanation to the motion is required, this is known as " Preamble"
Motions and Resolutions A motion can be rejected if Against the organisations constitution Outside the rules relating to normal conduct of ameeting( Ultra vires) irrelevant Redundant to the issue discussed Inconsistent Not being available early enough for proper consultation Includes offensive language Ambiguous or imprecise
Steps for moving an amendment Mover puts amendment inwriting and submits amendmentto General Legal Counsel During debate a new moverattracts the chairman attention Once recognised by the chairnew mover then proceeds todescribe the amendment Chairman then calls for newseconder (note original moverand seconder cannot move andsecond amendment) Chairman calls for opposition Debate occurs Chairman then occurs formotion to vote on theamendment (Note the moverof the amendment does nothave a right of reply) Vote taken. If amendmentlost debate continues onexisting motion. If passedamendment becomes motionand proceeds to final vote Note an amendment may berejected if The same as a previousamendment rejected Reverses an amendmentagreed earlier
AGM and Elections All Clubs are required to hold elections each year to elect new OfficeBearers. Procedure for holding elections should be conducted according to theChapter / Club Constitution Ideally the date for the Elections should be at least two months beforecurrent board term expires Steps for hosting an election-Before the event 30 Days prior to Annual General meeting the Returning Officer(Normally Secretary) send out notice of meeting and details ofpositions vacant 15 days prior to the meeting nominations for positions must besubmitted from current financial members If there are more nominations than for positions the Returning Officerprepares and sends out Ballot papers to all members within 7 days ofnominations closing with instructions on how to vote either byAbsentee or at the meeting
AGM –During the event During the event A chairman is appointed to chair the meeting (not the current President) Roll call is taken for all members eligible to vote and voting strength Returning Office also indicates the members who have voted absentee Scrutineers are appointed to oversee the counting of votes Returning Officer then circulates ballot papers for first position (ChapterPresident) with their signature on it Members then vote by either placing a tick or writing the name on the paper Ballot papers are collected Returning Officer counts votes away from meeting in presence of scrutineers Returning Officer then provides result to chairman Chairman then declares successful candidate Motion is then called to destroy papers Process is then repeated for other positions
AGM and Elections-Vacant PositionsVacant positions Once the elections for positions have occurrednominations are then called by the Chairman for theremaining vacant positions If there is more than one candidate, elections then occur Any vacant positions remaining from AGM should bepromoted to the general membership Positions can also be filled by unsuccessful candidates
Meeting evaluation Chairman should evaluate the meeting afterwards . Was advance information adequate? Did the meeting start on time? Was the agenda followed? Was the purpose achieved within the time allocated? Was the right people in attendance? Was time wasted? After the meeting Send out the minutes as soon as possible( No more than a week later) Follow up on progress reports and execution of decisions Those participants required to take action before the next meeting should becontacted by the secretary or chairman. Take a record of those who attended at the meeting
ResourcesClick here for the followingScript for motionsMotions Template for a meetingChart on Parliamentary MotionAGM templateMeeting preparation checklistAgenda templatePosition Descriptions
VideosClick to watch the followingThe most outrageous government meetingHow to chair a meetingThe corporate monkeys – a meeting gonehorribly wrong