We had a person who is unfinancial but used to be a member attend one of our meetings. The president let him speak but would not count his vote. What should the president have done? He has not been a member for a year and he acknowledged that he was no longer a member.

Since the person acknowledged that he was no longer a member, that clears up one issue – whether he was financial or not.

Technically, the president could have asked him to leave the meeting but in reality. most people would not do that, especially if it is the custom for the meetings to be “open” to visitors, members of the public, prospective members etc.

So having him there was probably not a problem.

The question is really twofold – should he have been allowed to speak, and should he be allowed to vote.

The second question is easy – he does not get a vote.

Whether he can speak is really up to the president, and ultimately the meeting. If he was constructive and courteous and reasonable when he spoke, most presidents would let him speak. If he was not, then the president can certainly deny him the right to speak.

If it is a controversial issue, then that potentially open the proverbial “can of worms”. It may be wise to let him speak, thereby dismissing the criticism that he was “silenced”. But, he may have views which are not held by the mainstream membership and letting him speak may inflame the situation.

It’s a judgement call and that’s why presidents and people who chair meetings need knowledge but much more important, wisdom.

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. This is not, and should be taken as legal advice. 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. If you are in any doubt, seek appropriate advice.

Traditionally it used to be one more than half of the possible membership but as organisations became bigger that became an unworkable number. For instance, if you had a sports club with 300 members, it meant you had to have 151 people at a meeting for it to be able to do anything. It is more common nowadays for a quorum to be a specific number.

One of the first things a person chairing a meeting should do is count to see if there is a quorum. Experienced people will often start their meetings by saying “We have a quorum and so I declare the meeting open”.

If you do not have a quorum there are several things you can do.

1. You can wait for 15 minutes to see if more people arrive.

2. You can just pack up and go home.

3. You can begin discussing things informally and you can even make informal decisions but they cannot be acted upon – yet. If you choose this option then someone should take informal notes of the decision so it can be brought forward at the next meeting when there is a quorum and then it is effectively decided.

The best option is number 3. Since you have some people there, you may as well begin your deliberations on the issues but you must understand that the meeting is not officially running, so you can take no action based on the decisions.

No minutes are kept of meetings which do not have a quorum.

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. This is not, and should be taken as legal advice. 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. If you are in any doubt, seek appropriate advice.

“We have a constitution for our organisation which says that a person can be appointed by the president to be the secretary. It also says in another clause the secretary is a director. In a third clause, it says that appointments made by the president can be removed by the president at any time.

My question is, if the secretary becomes a director, does he or she stay a director if the president appoints a new secretary?

We operate as a Company limited by guarantee”

This is not as complicated as it may sound. The person who is appointed secretary becomes an “ex-officio” director. That means that they are a director because they hold a particular position – in this case secretary.  If for whatever reason, (Resignation, new appointment of secretary) they cease to be secretary, then they also cease to be a director.

The confusion for some organisations that are a company limited by guarantee, is that the Australian corporations legislation states that in a public company (company limited by guarantee is a public company) directors can only be removed by the shareholders, not by the president or chairman, or the other directors.

In the case of an ex-officio director, this does not apply – the director ship is tied to a role or title - in the example in the question – the secretary role. Once the role is no longer held, neither is the directorship. Another way to look at it is that the directorship is given to the role, not to the person.

How do minutes become confirmed if the persons present at the meeting when a decision was adopted are no longer in attendance?

This is a really common question and the answer sounds weird, but it is nevertheless the answer!

The scenario is that at meeting1 certain people are in attendance and the minutes are written.

At meeting 2, some (or possibly all) of the people who were at meeting 1, are absent.

The minutes of meeting1 are to be confirmed at meeting 2. Anyone can in fact move or second the confirmation motion and everyone present at meeting 2 can vote.

The issue is this Does meeting 2 accept that the minutes as presented are an accurate record?

The key word is accept

The question is not – Does meeting 2 know with certainty that the minutes are an accurate record?

So the confirmation of the minutes is really saying that in the opinion of the people at meeting 2, the minutes of meeting 1 are accurate.

By the way, just because a set of minutes is confirmed, that does mean they are set in stone. If at a later point an error or inaccuracy comes to light you can go back and amend any set of minutes but only with the approval of a meeting.

It all really comes down the faith the people have in the minute taker so always choose a good one!

I know it sounds weird but that;’s the answer folks!

What happens when the ‘status quo’ is ambiguous? In this example half of a committee thinks a committee member is not eligible (to attend) while half think they are.

This is an interesting question. The issue is about what constitutes the status quo and the reason that is important is that it is always wise, when exercising a casting vote, to rule to preserve the status quo.

In this case, I would consider, if I were in the chair, that the status quo would be to not allow the person to participate. My reasoning (which I am certain some people will disagree with) is that it is far easier to add a person later than to ask them to leave.

The real issue here though, which I cannot answer for you, is where are the rules or bylaws that determine if the person is or is not eligible to attend? That is where the answer should be found and then a casting vote is not necessary.

Now let’s add the second part of Lee’s question:

This was in the case of a ambiguous resignation statement that was later rescinded by that member.

This is clearly a tricky “people issue”. A person has resigned and then later tries to withdraw their resignation. (The can’t rescind their resignation – they can only withdraw it).

This is more clear cut than it may appear. I’ll explain it in a timeline.

1. The person resigns.

2. Their resignation is received by the organisation.

3. They then withdraw their resignation.

4. The next meeting of the group from which they have resigned (in this case a committee) needs to decide whether they will accept the withdrawal and effectively have the person back. It is a straight motion before the meeting – “That the request to withdraw the resignation of Mr xzy, be granted”. (The person in question should NOT be in attendance while this is discussed.)

5. The result of that motion will determine if the person’s withdrawal is accepted or not.

6. If THAT vote is tied, and the chair wishes to exercise a casting vote to preserve the status quo, it is quite clearly to vote against the motion and not accept the withdrawal. The reason is that at the time of the motion being moved – the resignation was in place – that is the status quo in this instance.

Bottom line: Once a resignation has been received, the person giving their resignation cannot change their mind – it is up to the group to decide.

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

The best way to think of an ordinary meeting is one which you have regularly, like a monthly meeting held on the 2nd Monday of the month for instance. These meetings are where the general running of the organisation takes place.

A “Special Meeting” is usually one where there is an important issue to discuss which requires notice to be given to all the members. General  meetings are usually one of two types – an Annual General Meeting, or a Special General Meeting – here is where the term “Special meeting” comes from.

However, without wishing to rain on anyone’s parade, there is another possible interpretation. Some organisations may decide to hold a “special meeting” to discuss a particular issue, such as employing a staff member, or applying for a grant, or what to with some money the organisation has been given. They call this a special meeting simply because it outside the regular schedule. This type of meeting not a Special General Meeting.

The bottom line is, make sure you know whether it is just a special meeting or whether it is a Special General Meeting, because the latter is a “big deal!

Do you have to table minutes of an ordinary meeting at a special meeting?

I hate being pedantic, but it does depend on what you mean by a “special meeting”. I’ll explain what I mean.

If you have a meeting that is outside the regular timetable, for instance, on the 3rd Monday instead of  the 4th Monday, some people call that a “speacial meeting”. It’s not really a special meeting. it’s just that the day you meet has changed.

If you have an additional meeting, as well as your regular meetings, for instance to discuss a particular issue, then some people call that a “special meeting”. It’s not wrong to call it that, but it can be confusing if you ever have “Special General Meetings”.

So, if you have a special meeting like the last one I explained – a meeting to discuss something in particular, or at a different time or place, then the minutes you table at that “special meeting” are the ones from the last ordinary meeting because in meeting terms, this meeting is just a regular meeting – the only thing that makes it special is that it is called outside the normal timetable.

If however, Tepora is talking about a Special General Meeting, then that is whol;e new ball game.

A Special General Meeting is exactly the same as an Annual General Meeting, except that it is held between Annual General Meetings usually to make a decision on something important like a constitution change.

In this case, the minutes that are tabled at a Special General Meeting, are those of the last “General Meeting” which would probably have been the Annual General Meeting.

A “General Meeting” (whether is and AGM or an SGM) is one where every member has to receive a notice of the meeting in the prescribed format and time frame and also a notice of the business that is to be conducted at the meeting. No other substantial business should be conducted at that meeting.

“In the absence of a constitution, can a motion passed at an AGM be rescinded 18 years later by a committee meeting with a 100% vote?”

The absence of a constitution is not the issue. The time period and whether action has been taken are the issues.

To rescind anything after 18 years is a very odd thing to need to do. If there has been action taken as result of the decision 18 years ago, then it is illogical to rescind any motion – the action has been taken!

It is probably better to put a complete;y new motion with the outcome you want.

Here’s a scenarion that is commonly behind this type of question:

A committee or board or group in supposed good faith grant life membership to a member.

Years later that member brings the group into disrepute or “blots his copy book” in some way and so the powers at the time want to remove his life membership.

Rescinding the original motion may do it, but the reality is that the member was a life member for those years – you cannot undo history.

A better way to go would be to move a motion to revoke his life membership as at a particular date.

It is common for committees or boards to want to take what they think is the easy way out by rescinding a motion in these circumstances. It could be said  however that they are not acting with complete integrity in doing so and that they should simply place on the record their actual intention – to revoke a life membership (in this example).

Whichever way you choose, the motion needs to be recorded in the minutes.

Jason says: “in some cases, recission motions are not valid for a period of time after the substantive motion has passed (eg for the rest of the same meeting; for the remainder of the day; etc).
also, in some cases, a recission motion is not in order until a motion to reconsider the substantive motion has been proposed and carried.”

Jason is exactly correct, which highlights the need to know the legislation or constitution or by-laws under which you operate.

Jason does add a particularly interesting aspect – the need for a motion to reconsider before you can even think about putting a rescission motion. In this situation, if your rules dictate it, you would need to move that a particular substantive motion be reconsidered. This is put and debated and voted upon. (Your rules may or may not allow debate on this motion.) If the motion to reconsider is carried, then the substantive motion can be either debated again, voted on again, or a rescission motion can be moved – again, depending on your own rules.

The bottom line is – know your rules for your organisation.

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.

Do you actually have to read the minutes from the previous year’s AGM at the next AGM so they can get approved?

I assume you mean by read,  ”read aloud”.  If you do, then this is a practice that (thankfully) died decades ago. In today’s world of photocopying and email, the minutes can be sent to everyone or a copy can be given to everyone at the meeting.  Then the motion to approve the minutes can be moved and put to the vote.

The essential thing is that people have the opportunity to approve the minutes and to do that they need to know what is contained in them. Reading the minutes aloud is, as I have said, an ancient practice and does not really give people an understanding of what went on because it gets so boring listening  - people switch off.

A much better practice is to send a copy of the minutes to everyone or make them available and then the people at the meeting have a hard copy (or have had the opportunity to see a hard copy) and they can accept them or modify them based on that. Reading the minutes aloud is a very inefficient way to deal with the confirmation of the minutes.

If a well meaning , but “old fashioned” person does start to read the minutes aloud, then anyone can simply interrupt them and move that the minutes be taken as read – this is what a person who is savyy about meetings would do.

In regards to when the minutes should be sent out, you may like to read my previous post at  http://masterofmeetings.com/index2/annual-general-meeting-minutes

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.