2. Purpose of the presentation
To provide an overview of how to run a meeting. This presentation covers the
following topics
Board Governance and Structure
Meeting Preparation
Chairmanship
Minute writing
Motions and Amendments
Delivering a Report
Holding a AGM
Note: this presentation is intended as a general guide and legal advice must be
sought for specific issues
3. 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 to
the detriment of the company
Takes reasonable steps to ensure the company complies with its
responsibilities in respect to financial records and financial reporting and
other reporting requirements
Disclose matters relating to affairs of the company in which he/she has a
personal interest
Hand over any documents of the association within 14 days ceasing to hold
office
source: NSW Department of Fair Trading Corporate and Associations Rules.
4. Board Responsibilities
Conduct an Annual General Meeting.
Submit an annual financial statement to members
Submit a annual financial statement (signed by 2
members) to the appropriate association
Communicate decisions made to the rest of the
organisation
Submit any resolutions passed at the meeting
concerning 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 of
the change in address of the Public Officer
Ensures holds relevant current Licences, Insurance
5. Board Responsibilities (cont)
If a Not for Profit Organisation does not distribute any profits or
assets 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 will
not be able to pay them
Does not act with the intent to defraud creditors
Any letter addressed to the Public Officer or Organisation is brought
to the attention of the committee
Accurate records are kept and are produced as directed
Records kept are not false or misleading
6. 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 provided
below.
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 and
conducting 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
7. Board Structure
The 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 Directors
The responsibilities and activities of each Director should be identified through the Club planning process.
Committee Members
Committee Members are non board positions that serve under and are appointed by the President or Director Position
Position Descriptions
All 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
10. 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
11. Meeting Preparation –Questions to ask
Why 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 beneficial
What 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
12. 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?
13. 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
14. Meeting Agenda Purpose
Agenda
The purpose of the Agenda is to provide a structure to the meeting and provide information
to 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 the
meeting
All committee members should submit Agenda items at least 4 days prior to the meeting to
allow the Agenda to be circulated prior to the meeting
Purpose 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 responsibilities
in the meeting
15. 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
16. Agenda-Contents
Name of Meeting
Date time location
Attendees Name
Apologies
Past minutes
Correspondence
Directors Reports
New Business
Motions on notice
17. Meeting Management
During the meeting
Start on time so that those who arrive on time are not
penalised
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
18. Chairing a Meeting
Here 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
19. 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
20. 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 at
hand
Note key words and phrases in any important speeches or
discussions and check spelling of peoples names.
Write down motions and amendments in full
If in doubt seek help
21. Minutes
Purpose 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 meeting
Minutes 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 person's name
It is recommended an Action list is also generated and sent with the minutes. This allows for each board
member to quickly identify action items they need to address prior to the next meeting.
22. Report Format
Format of a report
Key Performance Indicators
Actions completed to date
Further actions
Other Business
Assistance required
23. Delivering a Report
Where possible reports should be submitted to the Secretary at least 4 days prior to the meeting to
allow 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 don't 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 means
Mr/Madam Chairman I move that the report be received and filed". No action is required by
the group other than acknowledgment.
24. 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 a
summary of the motion and resolution process is provided below it is
recommended either Roberts Rule of Order or Joske Rules of Order referred to
for further guidance
A motion can be
Procedural - Relating to the conduct of the meeting "That the question be
now 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 should
follow the auxiliary verb "That the draft letter be not sent"
If an explanation to the motion is required, this is known as " Preamble"
25. Motions and Resolutions
A motion can be rejected if
Against the organisations constitution
Outside the rules relating to normal conduct of a
meeting( Ultra vires)
irrelevant
Redundant to the issue discussed
Inconsistent
Not being available early enough for proper consultation
Includes offensive language
Ambiguous or imprecise
26. Steps for moving an amendment
Mover puts amendment in
writing and submits amendment
to General Legal Counsel
During debate a new mover
attracts the chairman attention
Once recognised by the chair
new mover then proceeds to
describe the amendment
Chairman then calls for new
seconder (note original mover
and seconder cannot move and
second amendment)
Chairman calls for opposition
Debate occurs
Chairman then occurs for
motion to vote on the
amendment (Note the mover
of the amendment does not
have a right of reply)
Vote taken. If amendment
lost debate continues on
existing motion. If passed
amendment becomes motion
and proceeds to final vote
Note an amendment may be
rejected if
The same as a previous
amendment rejected
Reverses an amendment
agreed earlier
27. AGM and Elections
All Clubs are required to hold elections each year to elect new Office
Bearers.
Procedure for holding elections should be conducted according to the
Chapter / Club Constitution
Ideally the date for the Elections should be at least two months before
current 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 of
positions vacant
15 days prior to the meeting nominations for positions must be
submitted from current financial members
If there are more nominations than for positions the Returning Officer
prepares and sends out Ballot papers to all members within 7 days of
nominations closing with instructions on how to vote either by
Absentee or at the meeting
28. 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 (Chapter
President) 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
29. AGM and Elections-Vacant Positions
Vacant positions
Once the elections for positions have occurred
nominations are then called by the Chairman for the
remaining vacant positions
If there is more than one candidate, elections then occur
Any vacant positions remaining from AGM should be
promoted to the general membership
Positions can also be filled by unsuccessful candidates
30. 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 be
contacted by the secretary or chairman.
Take a record of those who attended at the meeting
31. Resources
Click here for the following
Script for motions
Motions Template for a meeting
Chart on Parliamentary Motion
AGM template
Meeting preparation checklist
Agenda template
Position Descriptions
32. Videos
Click to watch the following
The most outrageous government meeting
How to chair a meeting
The corporate monkeys – a meeting gone
horribly wrong