Resolutions can be withdrawn or cancelled at the same meeting by following the same procedure that applies for moving and adopting a resolution. There are three occasions when the Act requires something more than a simple majority vote to pass a resolution. In the context of the present topic, please note it is generally not advisable to seek to amend a special resolution unless the amendment is so minor that it does not change the nature of the original.
The motion proposing a special resolution is subject to specific notice requirements. A major change would potentially disadvantage those members not present at the meeting who may have made their decision not to attend on the basis of the advertised motion. Thus they have no opportunity to consider the amendment.
Some authorities consider the present law in Australia as to whether special resolutions may be amended is confusing. It may be best to exercise caution and not allow any amendments. If new motions or amendments cannot be taken from the floor, it may be necessary to provide notice of different motions so that if one fails another may be looked at. This gives people time to consider alternative motions. If a motion is not moved it lapses. In general, the rules of debate are that someone should not be interrupted while they are speaking for or against a motion, unless:.
A point of order is addressed to the chairperson by someone standing up and saying 'point of order' or 'I wish to raise a point of order'. This means that the person making the challenge is saying the speaker should stop because he or she has breached a principle of ordered debate. The chairperson takes the point of order, listens to the reasons why the point of order has been raised and can ask for discussion on the order for and against.
Previous debate is stopped while the point of order is discussed. It is the task of the chairperson to rule on the point of order and his or her decision is final. When a meeting wants to decide on a matter, it does so by voting. Each member is entitled to one vote to indicate whether they are in favour of or against a motion. Various voting methods can be used such as a:. Once the vote has been taken, the chairperson or returning officer an independent person collects and counts the papers.
The meeting may be adjourned while the counting is taking place;. Management committee decisions are often made by consensus. Where voting is required it is usually by voices or show of hands. Proxy and postal voting can be used only if these forms of voting are specifically provided for in the rules of the association. An association should carefully consider whether to allow proxy or postal voting in its rules.
These are convenient methods of voting for members who cannot attend general meetings. The decision-making process is changed as members are not able to participate in the discussion and exchange of views at the meeting. Members voting by directed proxy or postal vote must make their voting decision in advance of the meeting, based on the material that has been circulated rather than arguments put forward in the debate.
There is no doubt these voting methods involve additional work to implement. This must be weighed against extending the democratic process of the association to as many members as possible. There are many associations with members living all over the State for whom attending meetings on even an irregular basis is very difficult. If proxy votes are allowed, a written proxy form must be completed giving the proxy authority to vote.
Proxy voting can take two forms — the member can give the proxy authority to vote as he or she ie the proxy sees fit or provide specific authority for the proxy to vote only in a certain way. An example of a simple proxy format follows:. I, Sally Smith, being a member of the association, hereby appoint Peter Piper to vote as my proxy at the general meeting to be held on 4 July An example of a proxy form that allows for both a general authority to vote, as well as a directed or specific authority to vote has been included at the end of this chapter.
Proxy forms are usually sent out with the notice of meeting and agenda papers, with the condition to be returned to the secretary well before the start of the meeting. This ensures their legitimacy for inclusion in the voting process during the course of the meeting. Proxy votes can become problematic if one member holds proxies from two or more other members.
As a general rule, proxy votes should only be used with a poll as this method allows all of the proxies to be tabled and accounted for in the vote. A way to simplify proxy voting is to specify in the rules that a member can only hold one proxy vote at any particular meeting. This makes it easy to include proxies in the vote eg on a show of hands without the complication of holding a poll. This situation does not account for voting by ballot where postal voting can be useful. Postal voting is where a member casts their own vote, rather than relying on a proxy. The vote must generally be directed to one or more specific resolutions such as a proposed change of the rules.
It is frequently used to good effect in the election of committee members and office bearers. In this context, more members may be enticed to cast their vote than might be the case if the vote were restricted to those who actually attend the AGM. It is important to set a due date deadline for when these votes must be received. You should also consider safeguards to prevent fraud for instance a person casting more than one postal vote. Although not a specific requirement under the Act, it is considered essential to keep accurate minutes of all association meetings, whether general, committee or sub-committee meetings.
Apart from being a record of what transpired, the minutes are also evidence and can provide protection for individuals who act on the decisions of the association. Tabling reports at a meeting are an efficient of facilitating discussion and decision-making. Even the smallest of associations can effectively make use of reports. Reports are more frequently submitted to management committee meetings by sub-committees or individuals to provide:.
If possible written reports should be circulated in advance of the meeting. This shortens the meeting and permits more informed discussion. When there is no universal support in a committee meeting for the majority position, a minority report can be provided stating the different or opposing views of the minority. This means the minority voice is not silenced by the majority and allows the association to hear different perspectives. Reports from committees and individuals tabled at a meeting can be either adopted or received. A meeting adopts the report when it accepts the report's findings or recommendations.
A motion as such should be moved for example, 'That the report of the fundraising committee be adopted'. If the management committee does not agree with the report, needs more information or time for further decision-making. The meeting can receive the report again via a formal motion eg 'That the report be received' and motions dealing with specific recommendations can be dealt with at a later meeting. Some management committees set up permanent or occasional sub-committees to assist them with their work. This resolution is for the appointment of a member of a committee to fill the vacancy created by the resignation of another member.
Board governance for early stage technology companies
This resolution assumes the Corporation has a stock option plan and that all options are granted in compliance with the terms of the plan. The terms of the plan should be reviewed prior to any stock option grant to ensure that a sufficient number of options are available for grant and that the price, expiry date, and vesting terms are consistent with the plan. If the Corporation does not have a stock option plan, legal counsel should be consulted prior to the grant of any stock options. The options shall vest with the Option Holders as follows: Vesting terms should be described in the resolution approving the stock option grant.
Vesting terms should also be included in the schedule to the stock option. Additional option terms should also be described in the resolution. Any one or more directors or officers of the Corporation are authorized and directed to perform all such acts, deeds, things and execute under the seal of the Corporation or otherwise such documents and other writings, including treasury orders, as may be required to give effect to the true intent of this resolution. The audit committee has responsibility for reviewing the year end financial statements with the auditors and recommending to the board that the statements be approved.
A separate meeting of the Audit Committee should to approve the financial statements and submission of the statements to the board for approval. The introduction assumes that a representative of the auditors is present at the board meeting to answer additional questions. For more common, informal meetings departmental, sales teams, projects, ad-hoc issues, etc , try to avoid the formality and concentrate on practicality. For each item, explain the purpose, and if a decision is required, say so.
If it's a creative item, say so. If it's for information, say so.
Sample Board Meetings Minutes | Early Stage Tech Boards
Put timings, or time-per-item, or both having both is helpful for you as the chairman. If you have guest speakers or presenters for items, name them. Plan coffee breaks and a lunch break if relevant, and ensure the caterers are informed. Aside from these formal breaks you should allow natural 'comfort' breaks every minutes, or people lose concentration and the meeting becomes less productive. New starters Sue Smith and Ken Brown. The new Digi-range is launched in month five.
Product demonstrations and presentation of performance data, USP's, benefits for key sectors, and details of launch promotion. Brainstorm session - How can we accelerate major accounts development in offshore sector? The key to success is keeping control.
- Meeting procedures | Department of Mines, Industry Regulation and Safety!
- Kräuter für Pferde (German Edition).
You do this by sticking to the agenda, managing the relationships and personalities, and concentrating on outcomes. Meetings must have a purpose. Every item must have a purpose. Remind yourself and the group of the required outcomes and steer the proceedings towards making progress, not hot air. Politely suppress the over-zealous, and encourage the nervous. Take notes as you go, recording the salient points and the agreed actions, with names, measurable outcomes and deadlines. Do not record everything word-for-word, and if you find yourself taking over the chairmanship of a particularly stuffy group which produces reams of notes and very little else, then change things.
Concentrate on achieving the outcomes you set the meeting when you drew up the agenda. Avoid racing away with decisions if your aim was simply discussion and involving people. Avoid hours of discussion if you simply need a decision. Avoid debate if you simply need to convey a policy issue. Policy is policy and that is that.
Defer new issues to another time. Practice and use the phrase 'You may have a point, but it's not for this meeting - we'll discuss it another time. If you don't know the answer say so - be honest - don't waffle - say that you'll get back to everyone with the answer, or append it to the meeting notes. If someone persistently moans on about a specific issue that is not on the agenda, quickly translate it into a simple exploratory or investigative project, and bounce it back to them, with a deadline to report back their findings and recommendations to you.
Always look at how people are behaving in meetings - look for signs of tiredness, exasperation, and confusion, and take necessary action. As a general rule, don't deviate from the agenda, but if things get very heavy, and the next item is very heavy too, swap it around for something participative coming later on the agenda - a syndicate exercise, or a team game, a quiz, etc. Who takes the meeting notes or minutes, keeps command minutes is a more traditional term, and today describes more formal meetings notes.
You must take the notes yourself, unless the meeting format dictates a formal secretary, in which case ensure the secretary is on your side. Normally you'll be able to take the notes. They are your instrument of control, so don't shirk it or give them to someone else as the 'short straw'. Meeting notes are essential for managing meeting actions and outcomes.
They also cement agreements and clarify confusions. They also prevent old chestnuts reappearing. A meeting without notes is mostly pointless. Actions go unrecorded and therefore forgotten. Attendees feel that the meeting was largely pointless because there's no published record. After the meeting, type the notes it's usually quicker for you to do it , and circulate them straight away, copy to all attendees, including date of next meeting if applicable, and copy to anyone else who should see the notes.
The notes should be brief or people won't read them, but they must still be precise and clear. Include relevant facts, figures, accountabilities, actions and timescales. Any agreed actions must be clearly described, with person or persons named responsible, with a deadline.
The final crucial element is following up the agreed actions your own included. If you run a great meeting, issue great notes, and then fail to ensure the actions are completed, all is lost, not least your credibility. You must follow up agreed actions and hold people to them. If you don't they will very soon learn that they can ignore these agreements every time - negative conditioning - it's the death of managing teams and results.
By following up agreed actions, at future meetings particularly, when there is an eager audience waiting to see who's delivered and who hasn't , you will positively condition your people to respond and perform, and you will make meetings work for you and your team. Here is a simple structure for formal meeting notes involving a group of people within an organisation:. And then other items as per agenda, for example these are some of the many possible typical reports and meeting items discussed within a business or board meeting; other types of meetings would have different item headings:.
Normally the items and points within each item are numbered 1. Importantly, all actions agreed in the meeting need to be allocated to persons present at the meeting.
4.6.1 Sample Board Meetings Minutes
It is not normally appropriate or good practice to allocate an action to someone who is not present at the meeting. Actions that are agreed but not allocated to anyone will rarely be implemented. Action points and persons responsible can be highlighted or detailed in a right-margin column if helpful. These days verbatim minutes precise word-for-word records are only used in the most formal situations.
Modern meeting notes should ideally concentrate on actions and agreements. Reports should if possible be circulated in advance of meetings giving delegates adequate time to read and formulate reactions and answers to any queries raised. It is not good practice to table a report at a meeting if opportunity exists to circulate the report beforehand. Ensure you have a clear agenda - ensure both sides submit items for inclusion - the agenda is the method by which you control the meeting timings, items being discussed, staying on track, realistically intended outcomes from agenda items.
Keep insisting that each side really truly tries to learn and understand the other side's aims, objectives, feelings, background etc. Understanding is different to agreeing - very important to keep explaining this - by understanding each other there can be constructive debate towards agreement, without understanding, any agreement is impossible, so too is sensible adult discussion. Try to agree the meeting aims with the attendees before the start - important to keep this realistic - don't try to reach agreement too early - concentrate on developing mutual understanding and to diffuse conflict and emotional issues which make it impossible to move on any further.
If the gulf is too big to make any progress at all, suggest a job swap or shadow for a week - the chief of each side should experience the other side's challenges and day-to-day difficulties. This will certainly improve mutual understanding and can accelerate improvement in cooperation and agreement. Follow the rules of running meetings where helpful so that you plan the meeting and keep control. When you seat people at the meeting mix them up to avoid adversarial one-side-facing-the-other situation, which will happen unless you split them up.
This assumes that necessary market research and consultation with staff, customers and suppliers has already taken place. Start with the vision - what do we want this business to be in two years time? If delegate numbers permit, allocate syndicates a number of aspects each. Change groups as appropriate, move between whole group brainstorms to small group syndicates sessions. Then work on the necessary enablers, obstacles, cause-and-effect steps along the way for each aspect aim. This will result in the basic timescale and strategic plan.
And to add an extra dimension to the meeting and planning process - and too reinforce relationships with your most important customers, suppliers and partners - invite some of them along to the meeting to contribute, validate ideas and collaborate.
It's a particularly useful way to make the the session more dynamic and meaningful, as well as keeping the focus on the real world. Log in using your account on. Back to course 0. How to Chair a Meeting Meetings - how to plan and run meetings Wiki 2. Interpersonal Skills Clean Language: David Grove Questioning Method Wiki. Back to Communication Skills. Other Resources in this section. Meetings - how to plan and run meetings.
Meetings - how to plan and run meetings Here are some basic rules, tips and techniques for planning and running a business or corporate meeting. Table of contents 1. Planning and running effective meetings for business, corporate, sales, managing, mediation, strategic planning and team-building 1.