2. Meeting procedures

2.1 General requirements for a meeting

All formal meetings of the association must be properly convened in accordance with the association’s rules. All members must be notified of:

1. what type of meeting is being held;
2. the place, date and time of the meeting; and
3. the business to be considered at the meeting, including the full text of all motions that will be put to members at the meeting.

When the meeting has commenced, it is important to firstly establish that there is a quorum. If there are not enough members present at the meeting to satisfy the quorum requirements in the association's rules, the meeting will be invalid and any motions passed at the meeting will not be effective. If there is a quorum, then all voting and passing of resolutions must be carried out in accordance with the rules and recorded accurately in the minutes.

Incorporated associations are intended to be run in a democratic manner. The way in which meetings are conducted can have a major effect on members’ perceptions of whether their association is democratic. The following suggestions can assist in this regard:

• Correspondence to and from the association should be tabled at the meeting. Members in attendance should be given the opportunity to read the documents, or, if agreed, to obtain copies;
• Make sure that everyone at the meeting gets a say. This can mean that some people who tend to dominate should be stopped and quieter people should be encouraged to say what they think;
• At the same time, no one wants to spend hours and hours at meetings. If there are a lot of people who want to speak in relation to the matters under discussion, it might be useful to limit the amount of time each member can have to speak on a matter; and
• Make sure that there are clear decisions on the matters being discussed, which everyone understands. It is especially important that the person taking the minutes has the opportunity to write down what is agreed and it can sometimes be a good idea to stop and check that everyone is happy with what has been recorded as the resolution passed. (For further information, see Minutes).

Implementing these suggestions is properly the role of the chairperson.

2.2 Notice and agenda of meeting

The purpose of a notice of meeting is to inform the members of when and where the meeting will be. The agenda informs the members of what is to be discussed and done at the meeting so that the members can decide:

• whether or not they want to attend the meeting; and
• if proxy or postal voting is allowed and they do not propose to attend in person, how to cast their proxy or postal vote.

Usually, the agenda is attached to, or combined with, the notice so that the members are informed of all the necessary details at once. Agendas, along with confirmation of meeting details and any reports for consideration, should be sent out far enough in advance for people to read the documents. Where proxy or postal voting is allowed, proxy forms or voting slips should also be sent at this time.

The minimum time that a notice may be sent before the meeting is set out in the rules of the association, and must be strictly adhered to. Inadequate notice of meetings may result in a meeting being invalid. Notice periods usually vary in accordance with the type of meeting to be held. For example, a committee meeting may require only five days notice, whereas the notice period for the AGM could be as long as three weeks.

It is particularly important to make sure that all of members who are entitled to attend a meeting are given proper notice in accordance with the rules. In particular, note that all members are entitled to be invited to attend a special general meeting.

A typical agenda briefly sets out what matters will be covered and in what order. If members are notified of the business to be conducted at the meeting, then the meeting must be confined to dealing with those particular matters. The chairperson needs to ensure that any new agenda items raised during the meeting are put on the agenda for the next meeting and are not discussed at the current meeting. This allows members time to consider matters properly, and avoids disadvantaging members who have already voted by proxy or postal vote (where these methods of voting are allowed).

Below is an example of a simple agenda.

* Refer to the Meeting Procedures section for a discussion of this item under ‘Conflicts of Interest’.

2.3 Chairperson

A proper meeting must have a chairperson to chair the proceedings. The chairperson is required to control the meeting procedures and has the task of:

• making sure proper notice is given and that there is an agenda, listing all items that need to be covered;
• checking (and, usually, signing) the minutes of previous meetings;
• keeping time (this is important, to ensure the meeting gets through its business in the allocated time);
• dealing with the order of business;
• facilitating discussion;
• keeping order;
• ensuring everyone has an opportunity to speak;
• receiving motions and putting them to the vote;
• declaring the result of any motions (ie what has been resolved);
• making sure that decisions are reached on issues that are discussed and that everyone understands what the decisions are; and
• declaring the meeting closed.

The chairperson does not usually vote on a motion, but is normally entitled to so long as he or she is a member with voting rights. This ‘deliberative’ vote must be made at the same time as all other members vote. The rules may provide that the chairperson has an additional ‘casting’ vote if there is a tie in the vote.

2.4 Quorum

A quorum is the minimum number of people required for the meeting to be valid. The Act requires that a quorum be stated in the rules of the association for both general meetings and committee meetings. In the case of sub-committees, the management committee may set the quorum.

The quorum is usually over half (51%) of members in the association who have a vote. It could be more complex than that if the association wished, for example, more than 75%, or 51% plus at least one office bearer. However, the more complex the quorum requirements are, the greater the chance of the meeting not being valid. The quorum is usually set as a percentage of the membership rather than a set number, to allow for changing membership numbers.

If a quorum is not present, the meeting may:

• be reconvened to another date; or
• continue, but the chairperson declares (and the minutes show) that a quorum is not present. The decisions made at the meeting then carry the weight of recommendations to be ratified:
  • later during the course of the meeting (eg if another member arrives and quorum is achieved); or
  • at the next convened meeting where a quorum is present.

Please note that the second option may not be allowed by some rules of association.

2.5 Motions and resolutions

A motion is a proposal that is put before a meeting for discussion and a decision. If a motion is passed, it becomes a resolution. Resolutions are binding and should be recorded in the minutes.

Motions are frequently placed on the agenda so that members have adequate time to consider them before the meeting, but they may also be proposed “from the floor” (ie during the course of the meeting and without prior notice).

2.5.1 Putting forward and voting on a motion

• A member of the meeting puts forward a clear and concise proposal for a decision or action to the meeting via the chairperson. This is called a motion.
  
  

  For example, 'I move that the Association donate $500.00 to Harmony Frail Care Centre for additional winter blankets'.

  
  
• A second person agrees to 'second' the motion. This person is referred to as the seconder. This is not a vote in favour of the motion, but a vote to have the motion put before the meeting. If a motion is not seconded, it lapses.
• The Chairperson then opens up debate on the motion, often by saying 'does anyone wish to support/speak against the motion?' The mover of the motion can speak to the motion – outlining why he or she thinks the motion should be passed.
• Discussion follows, generally in the format of alternating speakers for and against the motion.
• After adequate debate, the person who originally moved the motion has a right of reply.
• The motion is read aloud and voted on.
• If the motion is passed, it becomes a resolution. A resolution passed by a simple majority of votes (ie more than half of the members who cast a vote) is known as an ordinary resolution. Most resolutions in the life of an association will be of this type. See also Special resolutions.
• The resolution is formally documented in the minutes, along with the name of mover and seconder.

  For example, 'The meeting resolved to allocate $500.00 to Harmony Frail Care Centre. Moved: B White; seconded: C Green’

Resolutions become binding on the association that makes them, as long as the people who made the decision have the authority to pass them. It is a good idea to always follow up a resolution with a clear understanding of how the resolution will be implemented, by whom and by which date.

Generally, the chairperson does not put forward motions, because he or she is primarily the facilitator of the meeting. However, they may put forward procedural motions that relate to the conduct, rather than content of a meeting. For example, moving acceptance of the minutes.

2.5.2 Amending a motion or resolution

The mover, with the agreement of the meeting, can usually amend a motion. Alternatively, someone may wish to move an amendment to the original motion, which, if successful, creates a second motion.

Motions to amend motions can create confusing discussion if everyone is not clear on exactly which motion is being debated – the original motion, the amended motion, a motion to amend, or a motion to amend an amendment. It is important that the chairperson keeps proceedings as simple as possible. If a motion does not fully express the view of the meeting, it is sometimes easier to simply vote on it and let it be defeated.

Resolutions can be withdrawn or cancelled at the same meeting by following the same procedure that applies for moving and adopting a resolution.

2.5.3 Special resolutions

There are two occasions when the Act requires something more than a simple majority vote to pass a resolution. These occasions are a vote to amend the rules (or to change the name or objects) of the association, and a vote to wind it up. Either of these requires what is termed a special resolution, which needs a majority of 75% to pass. To clarify, this means 75% of the members who are eligible to vote and actually do so in person (or by proxy or postal vote) at the meeting. It does not mean 75% of the total membership of the association.

There are several important requirements that need to be addressed in order for a special resolution to be lawfully binding on the association, and these are discussed in detail in the Altering the rules section.

In the context of the present topic, it should be noted that 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, and 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, and who therefore have no opportunity to consider the amendment. According to some authorities, the law at present in Australia as to whether special resolutions may be amended is confused, and it may be best to exercise caution and not allow any amendments.

In that case, if new motions or amendments can't be taken from the floor, it may be necessary to provide notice of 2-3 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.

2.5.4 Points of order

Generally, the rules of debate are that someone should not be interrupted while they are speaking for or against a motion, unless:

• there is a procedural motion passed to stop debate or ‘that the speaker no longer be heard’; or
• the chairperson interrupts in the interest of orderly conduct; or
• there is a point of order.

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.

Examples where a point of order may be called are where:

• the speaker is addressing issues outside the subject matter of the motion;
• fair rules of debate are not being followed;
• time limits have been reached;
• a quorum is not present; or
• the language is offensive or abusive.

2.6 Voting methods

When a meeting wants to decide on a matter, it does so by voting. Each member is usually entitled to one vote to indicate whether they are in favour of, or against, a motion. There are various voting methods that can be used:

• Show of hands: members vote by raising their hand. The chairperson calls for those in favour of the motion to raise their hand and a count is taken. The process is repeated for those voting against. The method is suitable for small meetings, as counting can become difficult with large groups;
• Voice vote: this is a simple method by which members indicate their vote by saying 'yes' or 'no' (historically, ‘aye’ or ‘nay’.) The decision is based on the volume of sound. A disadvantage of this method is that there is no clear count of those in favour and those against;
• Rising method: members exercise their vote by standing up. The chairperson calls for those in favour of the motion to stand and a count is taken. The process is repeated for those voting against. For large groups, this method can make counting easier than a show of hands;
• Ballot: members indicate their vote in writing. This is generally used for very important matters (eg it is commonly used for the election of committee members), and when secrecy or confidentiality is required. (The ballot is of course, familiar to us as the means of electing our parliamentarians to office; the process of distributing parliamentary ballot papers is indicative of the care required to ensure that only eligible members get to cast a vote);
• 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;
• Poll: similar to a ballot in that the vote is written, but is technically the only form of voting that allows all proxy votes to be counted. Under common law, a poll is usually “demanded”. Many rules of association don’t deal with polls, but the Act provides that in the case of a special resolution, a poll may be demanded by at least 3 members, present either in person or by proxy;
• Proxy and/or postal votes: the rules of association may make provision for proxy and/or postal votes. A proxy vote is where someone else votes on behalf of another member who is unable to attend the meeting; or
• Chairperson's casting vote: if the votes are equal or tied the chairperson may often be able to exercise a second or casting vote to decide on a motion, but the rules need to provide for this. Although the chairperson may use the vote to decide either for or against a motion, it is generally regarded as preferable to give it against the motion.

The above comments apply primarily to general meetings of members. Management committee decisions will often be made by consensus, but where voting is required, it will usually be by voices or show of hands.

2.6.1 Proxy and postal voting

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 at general meetings for members who cannot attend, but they change the decision making process because they mean that members cannot participate in the discussion and exchange of views at the meeting. Effectively, 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 the arguments put forward in debate.

There is also no doubt that these voting methods involve additional work to implement, but this has to 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 by the rules of the association, a written proxy form must be completed giving the proxy authority to vote. Proxy voting can essentially take two forms; the member can give the proxy authority to vote as he or she (ie the proxy) sees fit, or can provide specific authority for the proxy to vote only in a certain way.

An example of a simple proxy format:

Proxy forms are usually sent out with the notice of meeting and agenda papers, and ideally with the requirement to be returned to the secretary well before the start of the meeting. Proxies have enough potential to complicate the voting process without the need to check their legitimacy during the course of the meeting.

Proxy votes can start to 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 since this method allows all of the proxies to be tabled and accounted for in the vote. [If you’ve ever received meeting papers for a listed company you’ll note that the Chairperson is often given a huge number of proxy votes. The only way that these proxies can be used to influence the outcome of a vote is through a poll. And frequently, it will be a proxy holder who will call for (or demand) a poll in order to ensure that those proxy votes can take part.

A way to simplify proxy voting may be to provide in the rules that a member can only hold one proxy vote at any particular meeting. It shouldn’t then be too difficult to include proxies in the vote (eg on a show of hands) without the complication of holding a poll. But this won’t satisfactorily handle the situation of a vote by ballot, which is where postal voting can be useful.

Postal voting is different to proxy voting because the member is actually casting his or her own vote, rather than relying on a proxy. It also means that 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, it has the advantage of potentially enticing more members to cast their vote than might be the case if the vote were restricted to those who actually attend the AGM.

If postal votes or votes via email are allowed, the process for casting such a vote needs to be considered. For example, use of a formal ballot paper or simply a clear written indication of the voter’s intent. It is also important to set a clear deadline for when these votes must be received. You should also consider safeguards to prevent fraud, e.g. one person casting more than one postal vote.

2.7 Minutes

Although not a specific requirement under the Act, it is generally considered essential to keep accurate minutes of all association meetings, whether general, committee or sub-committee meetings. Apart from providing a record of what transpired, these minutes can provide protection for individuals who act on the decisions of the association by providing evidence that they acted on the association’s directions.

A good process for making sure that the minutes are accurate is to:

• Make sure that someone is nominated to take the minutes. Generally, this will be the association’s secretary and that responsibility will be allocated in the association’s rules;
• Keep a record of proceedings during the meeting. It is important that the minutes record any resolutions or decisions made at a meeting. Minutes should be as brief as possible without jeopardising accuracy and credibility of the record. It is up to the association whether it also wants minutes kept of any discussion. Some associations like to have detailed minutes that show the main points of discussion before a decision is made, while others prefer brief minutes that record only the decisions and actions.
• Make sure that attendances and any apologies are noted. This is usually done at the beginning of a meeting, although if people leave early or arrive late it is a good idea to also keep a note of this in the minutes.
• Present previous minutes for approval. Often, draft minutes for the previous meeting will be circulated in advance of the next meeting, giving people time to consider whether the minutes accurately reflect their recollection of the meeting. The minutes should be presented for approval at the next meeting of a similar kind, for example, minutes of a special general meeting should not be approved by the committee, but at the next general meeting. AGM minutes are usually tabled at the next AGM for approval. Members should be given the opportunity to propose corrections to the minutes or to seek to have additional details of what occurred recorded, and these can be allowed or disallowed on the vote of people who attended the previous meeting. Minutes should be approved on the basis that they are a correct record of the meeting.
• Identifying the approved minutes. After any approved changes to the minutes have been noted, it is a good idea to have an office-bearer for the association sign that the minutes are the approved minutes of the meeting. If the rules of the association don’t allocate this responsibility, it is generally the chairperson of the meeting at which the minutes are approved who would sign and date the minutes. The chairperson should also initial any amendments and state that the minutes have been approved as a correct record of the meeting.
• Keeping the approved minutes. It is useful to keep the approved minutes in one place so that they can be easily accessed. Some associations keep the original copy pasted into a numbered ledger (book). Others use a ring binder. This may be dealt with in the association’s rules. It might be useful for your records if originals or copies of any correspondence or other documents tabled at the meeting also are kept as attachments to the official minutes.

2.8 Reports

Tabling reports at a meeting can be an effective and efficient way to facilitate discussion and decision-making. Even the smallest of associations can effectively make use of reports. For example, as a minimum, most will usually want a Chairperson’s and Treasurer’s Report to be presented at each AGM.

Reports will probably be more frequently submitted to management committee meetings by sub-committees or individuals to provide, for example:

• Information (eg demographical composition of local area);
• Research (eg legal needs of newly arrived migrants);
• Analysis (eg cost benefits of contracting out bookkeeping); or
• Recommendations (eg recommendation on insurance cover).

Reports should:

• be clearly addressed, for example, “To: From: Date: Title”;
• provide an introduction to the report (eg who wrote it, what the terms of reference were, membership of the sub-committee);
• be written in clear, simple language;
• have a logical sequence to make it easy to follow;
• use bullet/numbered points where possible to assist with quick comprehension and reference; and
• have clear and unambiguous recommendations, if recommendations are being made.

If at all possible, the written reports should be circulated in advance of the meeting. This will usually shorten the meeting and permit more informed discussion.

When there is no universal support in a committee meeting for the majority position, it is possible to produce a minority report, which states the different or opposing views of the minority. This ensures that the minority voice is not silenced by the majority and allows the association to hear different perspectives.

Reports from committees and individuals that are 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 or needs more information or time for further decision-making at a later point, the meeting can receive the report; again via a formal motion, for example, 'That the report be received'. Motions dealing with specific recommendations can be dealt with at a later meeting.

2.9 Committees and sub-committees

Some management committees set up permanent or occasional sub committees to assist them with their work. Permanent (standing) committees are set up for the long term. Examples might include finance, fundraising, or public relations committees. Occasional committees are set up for short-term purposes and might include a strategic plan development committee, remuneration review committee, or a policy specific committee.

The management committee may choose to have a report back from sub-committees as a permanent item on the agenda for their management committee meetings.

The general meeting procedures governing sub-committees would normally be the same as those governing the management committee.

Please note that, while subcommittees can be given delegated authority by management committees, ultimate responsibility lies with the management committee.