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This was in the case of a ambiguous resignation statement that was later rescinded by that member.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

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

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.

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.

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.

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.

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.