Meeting Management
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In this section:
Meeting Preparation
Conducting Meetings
Documentations of Meetings
Procedures for Meetings
Parliamentary Procedures
Fundamentals of the Parliamentary Procedure
Worksheet
Effective meetings are essential for any organization. All participants should know the purpose of the meeting and their role. Well-managed meetings result in productive planning, problem solving, and exchange of ideas, while poorly managed meetings waste time, and can cause people to leave an organization.
The board, as the legal entity and authority for the agency, exists to provide guidance and direction to the agency at legally constituted meetings. Board meetings, therefore, should primarily consist of decision-making and policy establishment. If the majority of board meeting time is spent listening to reports requiring no decision-making, or fails to generate recommendations, then the board is not fulfilling its management and governance functions. As well, if the majority of meeting time is spent generating alternative courses of action, then the board is doing committee work.
At the end of each board meeting members should be able to state that the board has provided either staff or committees with the guidance to move the organization towards its mission.
Meeting Preparation
Board meeting preparation can take very little time, or several days, depending upon the complexity of the agency, the issues to be discussed at any one meeting, and the frequency of board meetings. Logic suggests that the board chairperson should do a large part of the work for board meetings as part of his or her leadership role; however, time constraints and other factors often intervene. In many cases, staff are expected to do most of the preparation for board meetings.
Many agencies may find it useful to take a critical look at how the tasks of meeting preparation are currently carried out. Are there tasks that could be done by board members rather than staff? In almost every organization, some improvements can be made to reduce or streamline the tasks. An advance calendar of meeting dates, a standard meeting place, and a regular time for calling the meeting to order and adjournment are examples of techniques used to save time.
Annual calendar of meeting dates
Board and committee meetings should be held at regular intervals in accordance with an agreed-upon annual schedule. Many tasks must be performed at approximately the same time, from one fiscal or calendar year to the next. Identifying these tasks, and then sequencing committee and board meetings accordingly, will ensure that committees are able to carry out their tasks and have the necessary reports and recommendations ready for board consideration at the required times. Experience has shown that an advance annual calendar of meeting dates, together with a regular time for the call to order and adjournment, better enables board members to fit meetings into their own schedules, and results in improved attendance.
Agendas
A carefully planned agenda is essential for guiding the meeting process. It provides an outline of what will be discussed, and what decisions need to be made, in what order. An agenda advises the participants of the date, time and location of the meeting, and serves the purpose of overviewing, in advance, the business of the meeting. The president or chairperson along with the assigned staff representative, are responsible for preparing the agenda. Each agenda item should state the expected time frame and person responsible for the discussion and should specify whether it is for information, decision, discussion or action purposes. Important items of business should be dealt with at the beginning of the meeting when the participants are most alert.
The agenda and all related documentation to be reviewed before the meeting should be received by all board members and meeting participants at least two weeks in advance.
Advance briefing sessions
It is a valuable exercise to check that committee chairpersons have clear and concise recommendations to bring to the board meeting and they have been notified of the time being allocated to their topic. Advance knowledge that a recommendation is likely to cause considerable discussion can assist the president and staff representative to better plan the agenda and allocate appropriate time.
Communication of this information, in advance of the board meeting, can greatly improve the quality of the board's decision-making and can reduce the amount of time spent due to inadequate preparation by members.
Conducting Meetings
Role of the board chairperson/president
The primary role of the board chairperson at board meetings is to facilitate the group decision-making process. This requires an impartial chair who generally refrains from taking an active lead in discussions and instead encourages the full participation of board members. If meetings use formal procedural rules of order (Robert's Rules of Order, for example), the chairperson is responsible for ensuring that the meeting adheres to these rules.
At board meetings the chairperson is responsible for the following:
- keeping the meeting focused on the matters to be covered on the approved agenda
- assisting a committee chairperson who is having difficulty presenting an agenda item
- maintaining an environment that is conducive to the expression of views. (This means trying to prevent heated, emotional arguments from erupting, or whispering amongst board members when someone is trying to present their recommendations)
- encouraging the presentation of all views and drawing out those who are not participating
- ensuring that discussions remain focused on the question under consideration and, when necessary, summarizing the debate. The summarizing role is often key to concluding discussion and keeping within the time allocated
- putting the matter to a vote when views have been aired sufficiently
Role of the board members
Members attending a meeting of the board or a standing committee are responsible for a variety of duties.
- Studying all materials distributed in advance of meetings so that they are prepared to contribute to the work of the meeting. It is often helpful to note questions before attending a meeting. If some aspects of the pre-circulated material are particularly troubling, members should attempt to make their concerns known to the responsible individual prior to the meeting so that his or her introduction can address such matters.
- Considering the different objectives behind agenda items and being prepared to respond accordingly. Some objectives to be accomplished through a board or committee meeting process may include:
- reporting or sharing information
- evaluating progress
- dealing with one aspect of problem solving
- making a policy or planning decision
- assigning responsibility for action
- accepting responsibility for taking action
Documentation of Meetings
Minutes
Minutes are important and should represent an accurate record of a meeting. Board minutes are the legal record of the decisions of an agency.
Good minutes should be concise and written for easy referral. They should summarize the main comments, ideas and suggestions that were discussed and indicate where there were conflicting viewpoints. It is important that minutes highlight any implementation decisions and they must record all motions - who made the motion, who seconded it and whether the motion was carried or defeated. Minutes record the role call of those in favour and those against, for controversial issues or close votes (any person can request that their vote or their abstention be recorded in the minutes).
Minutes act as a record of previous decisions and specify future action. Minutes should include:
- name of the group or agency
- whether the meeting was regular or special
- date, time and place of the meeting
- name of the presiding officer
- names of those present, absent and regrets
- whether minutes of previous meeting (identified by date) were approved or corrected
- a concise summary of all business conducted for each agenda item in order
- a full statement of all motions, including the mover and seconder and the result of the vote
- a clear indication of what follow-up action is to be taken, when it is needed, and who is responsible
- identification of reports and documents presented under each agenda item (copies of these should be attached to the official copy of board minutes)
- date, time and location of the next meeting
- time of adjournment
- secretary's name
After approval at the next meeting, an official copy of the minutes should be signed by the president and kept in the agency's minute book. This book is an important record for auditors to determine if the activities of the agency are in keeping with the decisions made.
Action Lists
To assist the implementation of actions approved at a meeting a list of these actions should be drawn up when the minutes are prepared. This list should include:
- the date of the board of committee meeting
- a brief description of each action required
- the name of the person or committee assigned responsibility for each action
- the date for completion of each action and reporting requirements
A copy of the action list should be appended to the official copy of the meeting minutes and distributed to all board or committee members.
Policy Decisions
Boards need to ensure that policy decisions made at meetings are recorded separately in a policy manual or handbook. The secretary should keep a separate record of all motions or decisions. This record acts as a reference if there is confusion about a previous decision. The record should show the date the motion passed, its content (including mover and seconder) and the resulting action. These items may then form part of the policy and procedures manual.
If policy decisions are not recorded through a policy manual, their value is limited since searching through minutes to find all policy decisions is time-consuming and almost impossible.
Procedures for Meetings
For a meeting to be effective it must run smoothly and in good order. Parliamentary procedures are rules of order that provide a basic tool for maintaining order and control in group discussions. Whether a meeting is formal and uses parliamentary procedure, or informal, a person's right to speak, ask questions, and to vote must be clear at the start of a meeting and followed throughout the meeting.
The following discussion on rules for meetings was adapted from the Ontario Ministry of Agriculture and Food Factsheet #89-095, Procedures for Meetings.
Every organization should examine standard parliamentary rules, interpret and then adapt them to their own use. If group members agree that the rules they have developed permit a majority to accomplish the organization's ultimate purpose within a reasonable period of time, allowing the minority a reasonable opportunity to express its views, then those rules are appropriate.
Meeting procedures for committees, executives and most boards can be much different than for larger gatherings. Certain formalities are unnecessary when the group size is small. For example:
- there is no limit to the number of times a member may speak to an issue
- it is not necessary to address the chair before speaking
- the chair need not leave that post in order to speak, make motions or vote
- motions need not be seconded
- action can be taken, at times, without the introduction of a motion
If, however, a small group using these "relaxed" rules discovers that a person's right to speak, ask questions or vote is being abused, then more formal procedures may be reintroduced to the meeting.
Parliamentary Procedure
Formal meetings using parliamentary procedure will allow only one item to be discussed at a time and allows fairness to every member. Parliamentary procedure is particularly effective in controlling large groups. It will allow for many quick decisions to be made and assist in accurate record keeping.
Meetings that follow parliamentary procedure are characterized by rules of order, motions and voting.
Rules of order
Rules of order ensure the fair and equitable management of a meeting and provide for effective decision-making. The most common rules of order are as follows.
- Quorum: The minimum number of members in attendance at a meeting to make the proceedings valid.
- Adoption of the minutes: Corrections, then a motion to adopt the minutes as corrected.
- Rules of the chair: A speaker must obtain permission from the chair before speaking. No one may interrupt a speaker, except on a point of order. A majority vote will decide all issues and the chairperson will vote only in case of a tie, unless specified otherwise in the by-laws. If the chairperson wishes to take part in the discussion the leadership of the meeting must be turned over to another person.
- Speaking: Participants may only speak once to any motion, except to provide an explanation or answer a question. The mover, however, can speak more than once to the motion. In some cases the chair will modify these rules to allow for wide ranging discussion with fewer restrictions.
From time to time, a comment or motion may not follow parliamentary procedure or the rules of order. This comment or motion will be ruled out of order and the chairperson will re-establish order.
Rules of order, and parliamentary procedures, can ease the management of a formal meeting. They should be used to simplify discussion but should not become more important than the work of the group. Leaders of meetings must understand the rules and apply them with discretion.
Motions
Motions are used as a vehicle to make decisions on issues within the organization. A motion requires a mover, a seconder and acceptance by the chair. Following these three steps, the motion becomes the property of the meeting and is discussed or debated. Once the motion is under discussion all comments should be directed toward that motion only.
The mover is the only one who can speak more than once to a motion. The only exception is in explanation or reply to a question. A motion is open to amendment until someone requests the vote be taken. This is referred to as "Calls for the Question". Amendments can change a motion in detail only, not in principle. When a motion is amended voting on the amendment takes place first, prior to voting on the amended motion. The mover may withdraw a motion or amendment with the consent of the seconder and unanimous approval of the meeting members.
Once a call for the question occurs there is no further discussion on the issue and participants vote on the motion. The chairperson votes only in the case of a tie, unless stated otherwise in the by-laws. The chairperson declares a motion "carried" or lost" (defeated).
Voting
Following discussion on a motion each member will indicate whether they support or oppose the motion, usually by a show of hands. The chairperson will ask those in favour to raise their hands. If there is an obvious majority the chair declares the motion carried. If it is not obvious that there is a majority the chair counts the hands, asks those opposed to raise their hands, counts the opposing votes, and declares the motion either carried or defeated.
A secret ballot is often used for the election of officers or when an issue is controversial.
Individuals may request a secret ballot on any decision. The procedures for requesting a secret ballot are generally included in the by-laws. In cases involving strong personal feelings or where the people passionately disagree, it may be best for individual opinionsto remain secret. This fosters the organization's health and provides protection for individuals.
The following subsection has been included here in the hopes of removing the mystery and intimidation that may surround a formal meeting for a new board member. The following is provided by the National Centre for Voluntary Action, Washington, D.C. (NCCVA-BSI-17-106-59) and is compatible with the Canadian reference, Robert's Rules of Order.
Fundamentals of the Parliamentary Procedure
Only the experts or parliamentarians must know all the rules and technicalities. The fundamentals listed below can help you participate in practically any meeting in an intelligent, decisive way. It is important to keep in mind that every meeting should have an order of business or agenda which usually include the following.
1. Call to order
By the Presiding Officer.
Be on time. Check Quorum.
2. Opening exercise, if desired
Welcome, etc.
Role call, if customary
3. Reading of minutes
Approved as read or as corrected. Reading of minutes can be dispensed with by majority vote without debate. This means they are not read at the regular time. If dispensed with, reading can be ordered by a majority vote, without debate, any time later during the meeting when no other business is pending. If minutes are not read before adjournment they must be read at the following meeting before reading any later minutes.
4. Reports of officers
a) Corresponding secretary
b) Treasurer's financial report
c) Other officers: call on only if they have a report
5. Reports of standing committees and/or special committees
Standing committees listed in by-laws are usually called on in the order in which they are listed. A motion arising out of an officer's report or committee's report is taken up immediately.
Only those special committees that are prepared or were instructed to report should be called on. Those that are to report should be called in the order in which they were appointed.
6. Unfinished business
a) A question postponed from the last meeting.
b) Any other unfinished business; secretary should inform president.
7. New business
a) Correspondence that needs action
b) Bills
c) Further new business. Members can introduce new items, or can move to discuss any matter which is on the table
8. Announcements
The chair may make, or may call on other officers or members to make, any necessary announcements. Members may also obtain the floor for such purposes.
9. Program
Although the program is usually placed at the end of the order of business, it can, by special rule, be received before the minutes are read or, by suspending the rules, can be received any time. Often in courtesy to a guest speaker the chair may ask for suspension of the business portion of the meeting. Usually this is done by unanimous consent. The chair announces: "if there is no objection, we will hear our program at this time."
10. Further business
Chair asks if there is further business before adjournment.
11. Adjournment
May be done by general consent or by vote.
Putting Ideas Before the Group
1. Obtaining the floor
Addressing the presiding officer by his or her official title. Wait for recognition. Once you have the floor, you may speak and, with exceptions, no one may interrupt you.
2. Making a motion
All proposals for action by the group must be presented by a "motion." Begin by saying: "I move that ...." Make your motion brief and concise. If possible, have it written out ahead of time. The secretary may request a written copy of any motion.
3. Seconding a motion
Before an idea may be discussed, it must be seconded. You need not agree with a motion in order to second it. If the chair overlooks the absence of a second and debate or voting has begun, the second becomes immaterial. An absence of a second does not affect the validity of the motion's adoption.
4. Amending the motion
To add to, substitute, or subtract from a motion that someone else has made, submit your idea to the group by "amending the motion."
5. Amend the amendment
Altering the motion can be carried one step further by an "amendment to the amendment." You now have a primary amendment and a secondary amendment to the main motion. You may not have more than these two.
6. Point of information or clarification
If the issues become confusing, you may ask for clarification by asking for a"point of clarification / information" from the chair.
7. Divide the question
It is often possible that a motion may contain two or more parts that you wish to be considered separately. You may ask that each part be considered separately. This often helps clarify the entire motion and keeps only those parts that most benefit the group. This is usually done by general consent as it only requires a majority vote.
Let's Stick to the Facts
8. Point of order
If you feel a violation in parliamentary procedure exists, call for a "point of order" to enforce the rules. The chair rules, but is obliged to recognize you and pass on your inquiry to the group.
9. Appeal from decision of the chair
If you disagree with the decision of the chair you can appeal (it must be done immediately following the ruling). It does require a second, then the chair must state the question and the whole group votes on whether to overrule or sustain the chair. Either a majority vote or a tie sustain the chair.
10. Orders of the day
If the meeting goes off on a tangent and does not follow the agenda or the order of business, you may remind the chair by calling for "orders of the day." This requires a two-thirds vote and is put to the vote at the discretion of the chair.
11. Motion to limit debate
To prevent a discussion from dragging on endlessly, you can:
a) move to limit each speaker's time
b) move to limit the number of speakers
c) move to limit the overall time of debates
d) move to close debate at a set time and vote
Each of these require a two-thirds vote. This is an important safeguard as it proves that twice as many voted for an issue as against it.
12. Motion to refer
When it is advisable to give further study to a proposal, move that the matter be referred to committee.
Note: Kind of committee, size and power should be included in the motion.
13. How to end debate
"Call for the Previous Question" - This will close debate on a pending question and require immediate vote by the group on whether to close debate. Two- thirds of the vote is required.
Postponing Consideration
14. Motion to table
A move to "lay on the table" means to temporarily put aside one motion to consider another. It is not debatable, and after a matter has been tabled it may be taken from the table at the same meeting (if other business has intervened) or at the next regular meeting. After that it would be "dead", and the matter would have to be reintroduced.
15. Postpone to a certain time
"I move that action on this matter be postponed until " (state time). If carried, the matter is postponed to the time specified and comes up as "unfinished business."
16. Postpone indefinitely
Primarily a strategic motion used to reject the main question without incurring a direct vote on it.
Voting and Adjourning
17. Division of the house
To get a more accurate count than a voice vote, call for a "division of the house." The demand of a single member compels the division. This is really a request for a re-vote. If no request for a division is made when the vote is announced, the only motions that can change a vote are to reconsider or to rescind.
18. Motion to adjourn
May be made any time and requires a majority.
Nice to Know
19. What is the quorum in a committee?
A majority of its members unless otherwise stated in the by-laws.
20. Does a committee have a secretary?
The chair may act as secretary, but in a large committee it is advisable to have someone else keep records for the committee's use.
21. Can debate be limited in committee?
No.
22. What rights do ex-officio members have?
All of the rights of any other member but none of the obligations. They are not counted in quorum but must be notified of all meetings.
23. May a motion be withdrawn?
Yes. If it has not been stated by the chair, the maker of a motion may withdraw his motion. (A withdrawn motion DOES NOT appear in the minutes). Once a motion has been stated by the chair, it can be withdrawn only by general consent or a majority vote.
24. How can action already voted on be reconsidered?
By a move to reconsider the vote. This must be done on the same day the vote was taken and motion to reconsider may only be made by a member who voted on the prevailing side.
25. In a standing committee or special committee
A motion to reconsider a vote may be made any time, regardless of the time that has elapsed. It may be made by anyone who voted with the prevailing side or did not vote at all.
26. Can a motion be rescinded? When?
Any member can move to rescind a motion. The motion is in order at any time, until action has been taken on the matter. The motion to rescind requires a majority vote with previous notice, or a two-thirds vote without notice. The motion and the action to rescind appear in the minutes of the respective meetings where the actions were taken.
Note: The motion to rescind (repeal, annul) reopens the whole question for discussion.
27. What is a substitute motion?
A motion of similar, but different, intent than the pending motion. If a substitute motion carries by majority vote, the second motion becomes the pending question for consideration, and the first motion is discarded and is no longer before the assembly.
28. Can the president introduce new business?
Yes, but the motion to act must come from the floor.
29. Need motions be in writing?
If possible, write out your motion. The president and/or secretary may request your motion in writing.
Worksheet
Board Meeting Review (PDF)
