1. Meeting Procedures
Developed by Narelle Stoll
May 2013

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

8. Board Structure
President
Treasurer/
Public Officer
Secretary Directors
Committee
Coordinators
(non board members)

9. Board Responsibilities –General Overview

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

33. References
 1996)Chapter management training; Junior
Chamber International: Florida Parliamentary
Procedures: Junior Chamber International:
Florida.