Master Of Meetings » Governance

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

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.

Deliberative votes

walktall — Wed, 20 May 2009 03:21:53 +0000

A deliberative vote is a vote given to a person because they are a member of the group. The term is usually applied to people who chair the meeting to draw a distinction between the vote they get as a member, and the casting vote they may get as the presiding person.

That means that, if your constitution allows the chair to have a casting vote, they will also have a deliberative vote because they are a member. They therefore get a “second vote” the term often used for the casting vote.

The deliberative vote Must be taken at the same time that everyone else votes. You cannot put an issue to the vote, wait to see the result and then exercise your vote – that is not seen as fair or reasonable.

However, many people choose not to use their deliberative vote at all, preferring to remain impartial and only use it when the issue is tight and their vote will make a difference.

In this case, if there is a tie, and the chair has not yet exercised the deliberative vote, then the vote they then cast is their deliberative vote, not their casting vote.

A casting vote is only used once the deliberative vote has been exercised.

Also see the post on casting votes

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.

Casting Votes – when and how to use them

walktall — Wed, 20 May 2009 03:15:34 +0000

Casting votes is an issue that has come up recently with a client. They sound simple but there is a little bit behind them.

Firstly, casting votes are sometimes called second votes. They occur when a vote is taken in a meeting and there is an equal number of votes in favour as there is against.

Does you constitution allow a casting vote?

The first thing you must know is whether your constitution allows a casting vote to be exercised by the person in the chair. You MUST find that out before anything.

Many organisations allow their chairman, president, presiding officer to have a deliberative vote – that’s the vote they get because they are a member, as well as a casting vote to be used when there is “an equality of votes” or a tie.

Here are the important issues.

1. The casting vote can only be used if the person presiding has already cast their deliberative vote. So if the chair puts the issue to the vote, but does not vote him or herself and there is a tie, then the casting vote does not apply because they have not yet exercised their deliberative vote. (The deliberative vote should be used at the same time as everyone else votes – see the post on deliberative voting)

If, after they have exercise their deliberative vote there is a tie, then the casting vote can be exercised.

2. This is the really tricky bit for some people. A wise chair will nearly always exercise their casting vote to “preserve the status quo“. That means they will vote so the situation does NOT change. In most circumstances, that means that they will vote against the proposal although some proposals are worded so that a vote in favour preserves the status quo.

I can almost hear some people saying WHY????

The answer is that by preserving the status quo, the issue is free to be raised again at a later meeting when there is more support. But the reason wise people vote this way is that if the casting vote is used to change something, then the decision has in reality been made by one person – the person in the chair. As many people are in favour as are against and it is not a sound decision.

I have read research that shows that decisions that are made upon a casting vote nearly always get reversed at a following meeting and the people who regularly use their casting votes to make changes, are often challenged for their position when they come up for election.

Now there will be times when the chair will use their casting vote to make a change. These are things where there has been considerable debate over many meetings and a decision simply has to be made. These situations are rare but they do occur.

Bottom line is – use casting votes with great care.

Rescission of motions

walktall — Thu, 30 Apr 2009 03:38:36 +0000

Di from country New South Wales, Australia has asked a question about rescission of motions.

Rescission motions are always tricky – not in procedure but usually because of the “people aspect”.

Firstly, you need to check the constitution and by-laws of your organisation – they may have specific rules regarding rescission motions. If they do, you need to follow them of course.

If they don’t have specific rules for rescission, then the following applies.

1. If the action that the original motion required has already been taken, then it is pointless for the rescission motion to be moved or contemplated – basically the action is done, no motion will fix it.

2. If the action has been partially taken, then it is best to simply move that no further action be taken.

3. If no action has been taken, then anyone can move the rescission motion. The correct wording is: “That the motion to do XYZ, be rescinded”, or, “That the motion carried at the Marsh 24th meeting requiring XYZ, be rescinded.” or, if you give motions numbers or references, “That motion number F456, moved and carried on March 24th, be rescinded.

4. The motion can be moved and seconded by anyone.

5. If your rules do not state otherwise, it can be carried by a simple majority – 51%

Here’s an extract from my book Meeting Procedure Made Easy which goes into a little more detail:

Rescission

A rescission motion is a motion to reverse a previous decision. There are lots of weird and wonderful rules that organisations have written into their by-laws about rescission. There is more “meeting folklore” about rescission than any other aspect of meeting procedure.

Some organisations’ rules say that the only way a motion can be rescinded is that if everyone who was present at the original meeting is present when it is rescinded. This is clearly ridiculous for if a meeting has become aware of certain information which makes it unwise for them to proceed in a particular course of action.

If everyone at the original meeting is not present at the meeting where the motion is to be rescinded, then the meeting in fact is bound to go on with some action which they agree is unwise.

Some organisations have rules which say that a rescission motion cannot be moved at the same meeting at which the original decision was made. This is also ridiculous because a meeting may become aware of information which makes a course of action decided upon earlier in the meeting, unwise to take. It is silly to go ahead with that action just because rules say that you cannot rescind at the same meeting.

Some organisations say that a rescission motion can only be moved by the person who moved the original motion and even that it must be seconded by the person who seconded the original motion. This clearly is ridiculous. The original motion, once carried is the property of the meeting, not the person who moved it and any member has the right to move the rescission motion.

Some organisations also say that rescission motions cannot be dealt with within a certain time period such as three months or three meetings of the original motion. By now you will have realised that this is also totally ridiculous. There is no intelligent reason for this.

So how have these silly rules been written into organisations’, bylaws and standing orders? They usually come about when someone has moved a motion which has been carried and did not want it to be changed and they had enough power in the organisation to be able to change the rules of rescission to make change difficult or impossible. Then the normal course of action for a new organisation is that they copy another organisation’s rules which then become the draft of the new one. In this way these strange and unusual practices about rescission have been written into rules and by-laws of organisations everywhere.

So what do you do? You need to understand what rescission is all about. Rescission is simply reversing a decision which has previously been made. The first test is if action resulting from the decision which has already occurred then there is no point in rescinding it. It doesn’t matter whether the meeting wants to rescind, if the action has already been taken it is pointless to rescind the motion.

For instance, I have been involved with an organisation who chose to write to a particular person expressing their displeasure about a particular course of action which that person had taken in the community. The letter was written, sent and delivered but at the next meeting, it was announced that the person who had received the letter was in fact not responsible for the course of action for which he had been accused so the meeting then thought the way to deal with this was to rescind the motion. This was the incorrect way to deal with it because the motion had already been carried and the action had been carried out.

Rescission was not the tool to draw out of the tool box in this case. The tool to draw out was in fact not a procedural motion but a substantive motion which would have been along the lines “that a letter of apology be written to the individual concerned”.

You cannot rescind a motion where the action resulting from it has already occurred. It makes no sense!

Rescission is about changing courses of action. Let’s look at that in logical terms and commonsense. Providing that the majority of people agree that a decision should be changed then it is reasonable that is should be done. However it depends on the definition of the term majority in this instance.

If we have a simple majority, that is one more than half, it is possible that certain groups can manipulate the meeting and wait for certain people not to be present and then move rescission motions so that courses of action that may have been won narrowly can be changed later.

The way around this is to build into your rules a sensible majority. That may be an absolute majority, that is one more than half of the total number who could be present regardless of the number who actually are present. It could be a 60% majority of the people present before a decision can be carried. Doing away with all the other silly rules. Anyone can move rescission at any time but for it to be carried it must achieve a 60% majority or it must receive an absolute majority. It will depend on your organisation as to which of these is the best course of action.

How long after a meeting should minutes be sent out?

walktall — Fri, 10 Apr 2009 11:39:51 +0000

This is one of the most common questions I receive. The answer is simple and clear – as soon as possible after the meeting.

Business Meeting Minutes – minutes for meetings in the workplace

The trend in business meetings is for minutes to be available within literally minutes of the meeting or, if not, hours. Same day is the general rule. The reason this is possible is that modern minute takers take the minutes directly onto a laptop computer and just email them as soon as the meeting closes.

The best minute takes have almost no editing to do after the meeting so this is perfectly possible. (For training in minute taking visit http://www.minutetaking.com)

Meetings in Volunteer Groups

As soon as you are dealing with volunteers it becomes more tricky because of the mere fact that they are volunteering their time. That said, the minutes are still one of the important working documents for any club or association.

For a normal or general meeting, (as opposed to an annual general meeting or special general meeting – see below) the minutes should be out within a week of the meeting, ideally within 48 hours. Because many volunteers take the minutes longhand, it often takes them a long time to have the minutes ready for distribution. This is basically unacceptable in today’s world of computers. The research shows that in Europe, USA, Australia and New Zealand and most of Asia, 98% of homes have a computer and so I believe that it should not take more than a few days for the minutes to be prepared and emailed to everyone who should receive them.

Action

If the minutes contain action then they MUST be distributed within a few days of the meeting so that the action can begin. Some minute takers keep a separate document listing the action and this is a good practice. In this case the action list should be distributed immediately after the meeting, but smart minute takers send it with the minutes.

Minutes given out at the next meeting

Sometimes the minutes are given out at the next meeting. This means one of two things.

1. The minute taker has absolutely no understanding of the reason for minutes or,

2. The meetings are just “talk-fests” and nothing is ever decided or done.

So what do you do if you are in a group where the minutes are not sent out in time?

Try asking for them directly from the minute taker. If that does not work, ask the chair or the president if they can “hurry them up”. Thirdly, try moving at the next meeting that the minutes be distributed within 3 days of the meeting. If none of that works, get a new minute taker.

Minute takers sometimes use the delay in order to get some imaginary power. The best way to handle this is to change minute takers quickly.

AGM – Annual General Minutes. – see the blog post called Annual General Minutes under Minute Taking.