Master Of Meetings

Which minutes are approved at a Special General Meeting or an AGM when there has previously been an SGM?

walktall — Mon, 08 Mar 2010 01:55:09 +0000

Sounds like a tricky question doesn’t it? The issue is easy to understand when you understand the meaning of a “general” meeting.

There are really only two types of “general meeting” – the Annual General Meeting and the Special General Meeting (SGM) which is sometimes called an Extraordinary General Meeting (EGM).

If the meeting is a “general meeting” as opposed to an ordinary or regular meeting, then the minutes which are approved are those of the last general meeting.

So if you have an AGM, and no other general meeting is held until the next AGM, then the minutes which are approved are those of the last AGM.

If you have an AGM, and then during the year you have an SGM or EGM, then the minutes that are approved at the SGM are those of the AGM – the last general meeting. Then, at the next AGM, the minutes which are approved are those of the SGM since it was the most recent general meeting.

Please Note: The author accepts no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this blog. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement.

What is the difference between an ordinary meeting and a special meeting?

walktall — Sat, 06 Mar 2010 04:59:45 +0000

There are several types of meetings. Most are called ordinary or regular meetings. Some are special meetings. Sometime the term extraordinary meeting is used. Then there are Annual General Meetings and Special General Meetings.

Ordinary Meeting or Regular Meeting

Most meetings are ordinary or regular meetings. These are meetings which are held usually on a regular basis and conduct business for which no special notice needs to be given (according to the organisation’s rules or constitution). The monthly meeting of a sports club or a parents’ group is are examples of regular meetings.

Special or extraordinary Meetings

A special meeting (sometimes called an extraordinary meeting) can have two meanings. The first meaning is simply a meeting that is outside the regular timetable. This meaning tends to be simply a colloquial term that is used for something out of the ordinary.

It is usually called to discuss something important or unusual. This type of meeting usually requires no special notice but it is good governance to advise everyone who is eligible to attend, that the meeting is being held, and the purpose for it being held outside of the normal timetable – that is the topic of discussion.

The second type of special meeting is one that is defined in your organisation’s rules or constitution and has special requirements. These requirements may be length of notice for the meeting, it may be a special quorum (the number of people required for the meeting to transact business) or there may be other requirements written into your rules or constitution.

A special meeting may also have special voting requirements – for instance it may allow proxy votes.

The Annual General Meeting

This is the meeting which most organisation have once each year and the retirements are usually found in the rules or constitution, and also often in the legislation under which the organisation is constituted.

An Annual General Meeting (usually referred to as an AGM) will often have the reports of the major office bearers, consideration of the annual financial report, election of officers, adopting the budget for the next 12 months (which should include the membership fee if there is one) and also changes to the constitution.

AGM’s have special requirements in terms of the period of time for which notice of the meeting has to be given and often also, the nature on information that must be provided in advance – financial reports for instance.

The word “general” in the AGM means that anybody who is a member of the organisation is entitled to attend and vote in most cases.

The Special General Meeting

The Special General Meeting (SGM) is sometimes called an Extraordinary General Meeting (EGM). This meeting has exactly the same powers as an AGM and must meet all the same requirements such as a minimum period for notice of meeting.

Special General Meetings must have a specific purpose. The most common is to consider changes to the constitution. Another is consideration of the budget for larger organisations.

Rule of Thumb to Maintain Good Governance?

The rule of thumb is to know your constitution or rules. These should clearly describe when a special meeting can and should be held and the rules under which it must be held.

Books on Meeting Procedure for Australia and New Zealand

walktall — Tue, 02 Mar 2010 17:49:25 +0000

Here is a list of books on meeting procedure for Australia and New Zealand.

General books on meeting procedure

Meeting Procedure Made Easy

By David Julian Price

Published by Cascade Publishing

Available at www.meetingsinstitute.com

Guide for Meetings and Organisations

By N.E. Renton

Published by the Law Book Company

Available at bookshops

Take the Chair

By David Price, Harold Luxton and Bill Smith

Published by Australian Rostrum

Available from Rostrum Western Australia

Books for Company Meetings

Company Meetings, What you need to know

By Greg Bateman

Published by Butterworths

Available at bookshops

Books for more legal and technical information

Joske’s Law and Procedure at Meetings in Australia

By Eilis S Magner

Published by The Law Book Company

Available in bookshops

Horsley’s Meetings. Procedure, Law and Practice

By A.D. Lang

Published by Butterworths

Available in bookshops

Vacating the chair to make a presentation

walktall — Mon, 01 Mar 2010 02:39:56 +0000

Karen from Doubleview in Western Australia has asked about the protocol when vacating the chair to make a presentation.

Presiding over a meeting as the chair or chairman or chairperson is a role not a physical position. So if in your role of chairing the meeting, you physically move in order to carry out a duty or function, then you do not cease to be the chair of that meeting.

Even though you may be a member of an organisation which actually has a gavel which is used by the chair, if the chair moves away from the gavel, it does not mean that they do not take with them the authority of the chair.

In Karen’s case, she is a member of an organisation where a different member chairs each meeting, but there is an elected president who sits next to the person chairing the meeting. (This is unusual but not unheard of.) In this case, Karen would have the option of temporarily handing the meeting over to the president while she performed her other duty from another place in the meeting room, or simply stating when she moved that she was maintaining her role of chairing the meeting but she would be conducting her next function from the front of the room. My suggestion is the latter course of action – maintain the role and make a statement to that effect.

The words the person could use could be as follows:

“In my role as chairman of this meeting I am now going to go to the front of the room to make a presentation.”

You do not have to appoint a temporary chair when you physically leave the position from which you are chairing the meeting – your role continues where ever you are in the meeting room.

Caution: The term vacating the chair does not mean that you are physically vacating the chair, it means that you are vacating the role of chairing the meeting, which means that another person must assume the role of chair. Moving away from the position of the chair is not the same as vacating the chair.

Some legislatures and parliaments have a custom where the “chair” of the parliament – often called the Speaker or the President, must always sit in the designated position. Do not confuse this with everyday meetings which are usually not subject to such strict customs.

Taking minutes of a meeting on a laptop computer

walktall — Sat, 27 Feb 2010 01:01:24 +0000

Ann from Presque Isle, Maine in the United States has asked for tips about taking minutes on a laptop computer.

The trick here is to prepare in advance. If you prepare the agenda and make it very detailed, then when the meeting is running, all you have to do is fill in the gaps on the agenda document and it becomes the minutes.

Most minute takers I know who move to taking minutes on a laptop, never go back to doing it manually.

Remember the key understanding you must have about minutes is that minutes are a record of what is decided and what is done, NOT what is said. Once you have that understanding then taking minutes on a computer is a breeze because you simply capture main points during discussion and then the final decision and then the action that is required.

People who have the most difficulty with minutes whether they are manual or on a computer are those who try to capture what people say – and this is not what minutes should be.

A great advantage of taking minutes on a laptop is that there is no transcribing later – a huge time saver!. You may need to edit slightly but it’s a much easier task than trying to transcribe handwritten notes.

I have been training in minute taking for over 25 years and now, about 70% of the minute takers I meet take their minutes directly onto a laptop and would never go back to handwriting.

It may take a person not used to a laptop a couple of meetings to get used to the idea of taking minutes directly onto the laptop but it is worth persevering.

There are other hidden advantages also. People who take minutes on a laptop are generally more highly regarded by the other people in a meeting than those who hand write minutes – it sounds crazy I know, but it’s true.

Also, if you do the minutes on a laptop, you can distribute them very soon after the meeting and that goes down very well indeed. It is ridiculous, but true, that minute takers are judged by the time it takes the minutes to be distributed far more than they are judged by the content of the minutes! The reason is that almost no-one reads the minutes, but they know when they receive them!

Can the president (or chair) move a motion at a meeting?

walktall — Fri, 26 Feb 2010 01:36:07 +0000

Andrea from Koroop in Victoria, Australia has asked: ”Can the president move a motion at a meeting? What law is this held under?”

The short answer is yes. The longer answer is that a wise chair will only move certain motions from the chair.

The only motions a president or person in the chair should move are motions of congratulations or motions of condolence or motions of thanks. These are nearly always “carried by acclamation” with the obvious exception of the motion of condolence. These are often carried without a seconder.

Inexperienced or “power chairs” sometimes move all sorts of motions and in so doing demonstrate their lack of understanding of their role.

Procedural motions should never be moved from the chair. For instance, a motion seeking to close debate, when moved from the chair, takes away all impartiality – the cornerstone of the chair’s authority.

Substantive or main motions can be moved from the chair technically, but a wise chair will not – they will invite a members to move the motion.

A chair may suggest that it would be appropriate for a particular motion (procedural or substantive) to be moved but encourage someone else to move it. They may even suggest the wording.

The minute a chair moves a motion from the chair, they have “declared their hand” and their impartiality goes out the window. They therefore cannot, with integrity, preside over the discussion which follows and their major role is to fairly and impartially preside.

Andrea also asks – What law this is held under?

There is no law as such, it is custom and good governance. Most meeting procedure authorities agree that the presiding person should not move motions from the chair.

How long should minutes be kept in the archives?

walktall — Thu, 25 Feb 2010 01:24:14 +0000

Terri of Cupertino in California, USA has asked this question.

The answer is in two parts.

The first is to do with legislation or laws of the state you are in. Check with a local accountant as to how long financial records need to be kept – usually seven years in most jurisdictions, five in others, some have ten years – but check the law where you live.

Even though minutes are not necessarily subject to the same laws as financial records, this is a really good guide and it is smart to adhere to the same time frame as financial records.

Although it is rare, the rules or constitution of your organisation may dictate the time that minutes need to be kept also.

You must however check the laws in your state or country.

The second part of the answer is to do with the historical record.

It can be really great reading to read through minutes of 10, 15, or 30 years ago. The problem is that at the time they are recorded, people often do not see the historical value and so they dispose of the minutes.

My advice is to keep them for as long as possible if you can store them conveniently. You may like to keep a sample of minutes – say every 3rd or 4th set beyond 10 years. One thing is certain – historians find them fascinating and the more you can keep for as long as possible, future historians will thank you for it.

Can you use Robert’s Rules for meetings in Australia

walktall — Wed, 24 Feb 2010 04:23:47 +0000

Alan of New South Wales has asked this question and mentioned that a member of his group has pointed out that Robert’s Rules may not be legal in Australia.

The legality is not the issue so much as the appropriateness of Robert’s Rules for Australia and New Zealand.

Robert’s Rules are in a book whose full title is “Robert’s Rules of Order Newly Revised – 10th Edition”. It is often referred to as “RONR”. It is a 700 page book and covers aspects of meetings in minute detail. The level of detail covered is such that in 30 years of consulting in Australia and New Zealand and Singapore, I have very rarely come across meetings that require the level of procedural detail which Robert’s uses.

I am conversant with the content of Robert’s Rules as a member of the American Institute of Parliamentarians (AIP) which teaches Robert’s Rules together with other American authorities. I attend workshops in the United States every couple of years to update my knowledge.

Robert’s is a great book for North American meetings. The terminology used is in many cases specifically North American and is never used in Australia, or more problematic, has a different meaning in Australia.

So while it is not illegal to use Robert’s Rules for meetings in Australia, it is inappropriate. There are much more appropriate books for Australia available such as the following:

General books on meeting procedure

Meeting Procedure Made Easy

By David Julian Price

Published by Cascade Publishing

Available at www.meetingsinstitute.com

Guide for Meetings and Organisations

By N.E. Renton

Published by the Law Book Company

Available at bookshops

Take the Chair

By David Price, Harold Luxton and Bill Smith

Published by Australian Rostrum

Available from Rostrum Western Australia

Books for Company Meetings

Company Meetings, What you need to know

By Greg Bateman

Published by Butterworths

Available at bookshops

Books for more legal and technical information

Joske’s Law and Procedure at Meetings in Australia

By Eilis S Magner

Published by The Law Book Company

Available in bookshops

Horsley’s Meetings. Procedure, Law and Practice

By A.D. Lang

Published by Butterworths

Available in bookshops

What should be in a treasurer’s report

walktall — Tue, 23 Feb 2010 12:13:37 +0000

Terry from Morley has asked about Treasurer’s reports. He is in a not for profit association and he serves on the executive committee. Their treasurer is a qualified (and working) accountant but the reports he brings to the executive committee meetings are sparse or sometimes non existent.

In my experience with hundreds of associations, accountants do not always make the best treasurers. I’ll explain why in a moment. Book-keepers however, usually make excellent association treasurers.

There are 2 types of accountants broadly speaking – management accountants (often called financial accountants) and the ones that you and I come across in our daily lives helping with taxation and small business accounting. Management accountants are really good at looking at the big picture and have little interest in keeping the books. They are great at their job and they are great if your association has hundreds of thousands of dollars to manage.

For the small association, the large majority of the treasurer’s role is to “keep the books” and in my experience, management accountants don’t like doing that very much.

So having said all that, what should a treasurer’s report to an executive committee of an association contain?

1. There must be a budget. The best way is to divide your operation into portfolios, and make one person responsible for each portfolio. They draw up a proposed budget for the year and it, together with the other portfolio budgets are discussed at a budget meeting before the Annual General Meeting, where the budget should be approved by the membership.

Once the budget is in place, then each portfolio “leader’ operates within it and only goes outside it with the approval of the executive committee.

The first thing the treasurer should do at every meeting therefore, is to report on every budget item so that each leader knows where they stand, and the executive committee knows the overall situation.

2. There should be a report on money that has come in since the last meeting and how that compares with expected income – the budget again!

3. There should be a report on money which has been paid out since the last meeting.

4. There should be a report on funds held in the bank or investments.

Some organisations pass accounts for payment before the treasurer reports so that these payments can be included in Part 3 (above) of the report. In this way the report is up to date to the hour – a good place to be!

If an account is submitted for payment, it should have a “Requisition for Payment” form attached which indicates which budget item the payment falls under. I’ll send you an example Requisition for Payment form if you email me at david@davidprice.com

The finances of any organisation are important. The executive committee is entrusted with the responsibility to manage the finances prudently. Without proper and regular treasurer’s reports you are simply not doing your job and leave yourself open to criticism – criticism you really cannot ignore.

All of this is just good governance.

What do you do if your treasurer cannot or will not provide reports with this information – get a new one. It’s your head on the chopping block as well as theirs if questions are asked.

Please Note: The author accepts no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this blog. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement.

Does a motion need to be seconded?

walktall — Thu, 18 Feb 2010 02:11:01 +0000

This question is common and the answer is fairly simple.

In Australia and New Zealand it is custom to have every motion seconded. Whether it is a requirement however depends on your constitution or governing rules.

If your governing rules say that every motion requires a seconder, then that’s it – every motion (and amendment) requires a seconder. You cannot get around it.

If however your governing rules say nothing, then unless the act of parliament under which you operate says you need a seconder (and I know of none that do), then you do not need to call for a seconder.

If your custom is to have a seconder, but your rules do not require it, then it is wise to follow the custom but it is technically at the discretion of the chair to require or not require a seconder.

The smartest thing to do is always have a seconder – it demonstrates that there is some support for the motion. A motion (or amendment) which cannot attract a seconder is unlikely to succeed anyway.

If your organisation is outside Australia or New Zealand and uses Robert’s Rules of Order then the situation is slightly different.

Robert’s Rules do require a seconder in all circumstances (RONR [10th ed], p. 34-36) except two.

The two exceptions are:

1. Small boards. When a board has less than 12 members, motions do not require a seconder. (RONR [10th ed], p. 470)

2. When a committee report is given and a motion is moved to implement the report’s recommendations. (RONR [10th ed], p. 489)

Please Note: The author accepts no responsibility for anything which occurs directly or indirectly as a result of using any of the suggestions or procedures detailed in this blog. All suggestions and procedures are provided in good faith as general guidelines only and should be used in conjunction with relevant legislation, constitutions, rules, laws, by-laws, and with reasonable judgement.