Running effective board and committee meetings

Introduction

Board and committee meetings can create a large impact on the success of an organization.

This resource was developed to help you create meeting plans that will not only assist your organization but help it to grow and prosper. It has been specifically developed for commissions, committees, societies and associations with boards that require training and support.

Setting agendas

An agenda is a list developed by the members at a regular meeting. The agenda keeps the members, particularly the chairperson, on track during the meeting. Since each member receives a copy of the agenda in advance, it also helps members prepare and participate fully in the meeting.

It is the responsibility of the chairperson, with the assistance of the secretary, to set the agenda for the meeting. Once the members have approved the format for the agenda, it is important that it remain consistent at subsequent meetings.

The secretary should attach all handouts, reports and other documents that support the agenda items at least 4 working days before the meeting so that the members may prepare for the upcoming meeting.

It is the members’ responsibility to read the proposed agenda and assess whether it needs modifications. The preferred time for making changes to the agenda is prior to the meeting. Members should submit changes to the agenda to the chairperson or secretary a minimum of two days prior to the meeting to allow for modifications to the agenda. The chairperson may call for changes to the agenda during the opening of the meeting, but prior to the meeting is preferred.

Recording meeting minutes

The minutes of a meeting act as the public record for all the interactions throughout the meeting. They are accurate records of the discussion and actions of the organization during regular meetings and committee meetings. The organization of minutes is important because attention must be given to all privacy laws that affect the organization.

A good secretary will assist the chairperson in planning, conducting and concluding a meeting. The secretary can be indispensable to the chairperson, allowing the chairperson to spend their time more effectively. Secretaries often take on many tasks. Their responsibilities start before meetings and continue during and beyond the meeting. Preparation, administrative, clerical and follow-up work are performed by the secretary.

In camera sessions

In camera sessions of the meeting are the portions that are not open to the public due to the sensitive nature of the information shared. Although in camera discussions are held in private, decisions or motions are made publicly in the regular portion of the meeting. No minutes or notes are taken during in camera portions of a meeting.

Making and recording motions

A motion is a proposal by a member that the group take certain action. Recording motions and who made them is also important for the history of an organization.

Key actions in the structure of a motion

• Move: A mover makes a formal motion that requires a seconder.
• Second: For a motion to move forward, it must have support. The seconder is one who agrees or is willing to support a motion. Following the second, the motion is open for debate and discussion.
• State: The chairperson reads out the motion that is now before the organization for discussion.
• Discuss: The motion is open for discussion. The mover has the first opportunity to speak about the motion set for discussion.
• Amend: As a result of discussion, a motion can be changed. This is done by using a motion to amend.
• Call: The chairperson calls for consensus as to whether a motion is ready for vote.
• Restate: The chairperson reads the motion with all agreed amendments.
• Vote: The members vote upon the motion.
• Declare: The motion declared as accepted or defeated and recorded as such.

For any motion to be valid, a quorum must be present as indicated in the bylaws. A quorum is the minimum number of members whose attendance is required to conduct business at the meeting. Quorum is often a minimum of 51% of the membership. Once quorum is established, the number of “yea” votes must exceed a certain number of “nay” votes as designated in the bylaws for the motion to pass. The chairperson must determine if a quorum is present. The only business that is not null and void without quorum is the motion to adjourn the meeting in the absence of quorum.

There are various types of motions, however, most can be classified as:

• main motion: a question posed by a member to bring business before the group
• subsidiary motion: affects the main motion that is already on the table
• privileged motion: introduces matters dealing with immediate actions and may interrupt the motion currently on the table
• incidental motion: affects rules and procedures of the discussion not tied to a main motion

The chairperson must also determine who of those present are eligible to vote, as it is a privilege of those with full membership in the organization.

Parliamentary motions guide

The parliamentary motions guide below gives you the details to create effective communication and motions throughout your meetings. The motions below are listed in order of precedence. Any motion can be introduced if it is higher on the chart than the pending motion.

Debate and discussion

Debating a motion

Decisions regarding motions are often just as important as the motions themselves. All members of an organization should have their opinions heard. However, it is important that all discussion and debate remain focused. Discussions need to be as professional and impersonal as possible. Speakers never attack or question the motives of another member.

Debate format

The chairperson asks the group whether they are ready to begin the debate or discussion of a motion once it has received a seconder. The chairperson restates the motion, providing clarification and ensuring members are focused. Members need adequate time to discuss the pending motion and a representative number of individuals must participate. Discussions cannot be cut short for an immediate vote.

The member who made the motion has the opportunity to speak first. The chairperson must acknowledge a member in order to speak. This can be as simple as eye contact and a nod from the chairperson or stating the member's name. Time limits for one person's discussion vary from group to group. Parliamentary procedure indicates that a member may only speak twice during the ensuing discussion.

Speakers, including the chairperson, are not addressed by first names during the discussion. As an alternate to a formal title, the member might refer to the "previous speaker." Parliamentary procedure calls for more formality recommending the use of the person's title (for example, councillor) or Mr./Ms. and the last name of the person.

It is rare that the chairperson participates in a discussion. If the chairperson wishes to participate in the discussion, the duties of the chairperson in running the meeting may be assigned to another member, usually the vice-chairperson. Without the views of the chairperson, the organization can be missing valuable experience as the chairperson often has a long history with the organization and its business.

CARE

The CARE model calls on participants in discussion to be clear, concise, adaptable, respectful and exact. As a participant, you can adhere to the following:

Clear and concise

During any discussion, carefully formulate your ideas before you speak so that you are clear and concise.

Adaptable

Be flexible and willing to adapt your view to the views of others.

Respectful

Always be respectful to others that are participating in a discussion.

Exact

When participating in a discussion, make comments that are exact and on topic.

Voting

A vote determines the direction that the members wish to take the organization. The closing of the vote commits members to that decision.

Once a motion is made, seconded, and sufficient debate has taken place, the chairperson calls for a vote. For any motion to be valid:

• a quorum must be present as indicated in the bylaws
• the number of yea votes must exceed a certain number of nay votes as designated in the bylaws for the motion to pass
• the only business that is not null and void without quorum is the motion to adjourn the meeting in the absence of quorum

The chairperson must also determine who of those present are eligible to vote, as it is a privilege of those with full membership in the organization. The chairperson is to be a neutral party regarding organizational business. Therefore, the chairperson does not usually vote and guests are not eligible to vote.

There are a variety of methods used for voting, including:

• email: can be used if permissible by bylaws
• mail: can be used, but is not used as often today
• voice or viva voce: the term given when the group says yea/nay simultaneously
• roll call: calling a member's name as they vote
• general consent: The chairperson asks if anyone objects. If there are no objections, the motion is accepted by general consent.
• division: a person stands or raises a hand to be counted
• ballot: Members anonymously place their vote on paper. 

Note that because a ballot method preserves anonymity, the chairperson could participate, as it respects the neutrality of the chairperson's position.

Proxy voting

Proxy voting means that if one member (the principal) will be absent during a vote, they can give another member (the proxy) the authorization to vote on his or her behalf. The proxy then has 2 votes. The bylaws must indicate if the organization allows voting by proxy. Voting by proxy would not be considered a best practice for most volunteer organizations.

Organizational bylaws

Organizational bylaws indicate whether the chairperson can routinely vote. The other exception to a chairperson voting is in the case of a tie. In the case of a tie, the chairperson must vote.

Proper conduct at a meeting

In a meeting, it is important for members to keep on track and stay focused. Rules for common courtesy should be laid our beforehand at any meeting. If any difficulties arise, the chairperson should use parliamentary procedure to ensure cooperation from all members and to resolve any conflict.

All members play an important role in the organization ensuring a positive working environment and ensuring the organization accomplishes its goals. Each member needs to approach the organization in a professional manner and display respect for all other members, those they represent and the public who interacts with the organization. However, it falls to the chairperson to demand a professional, respectful, equitable and orderly environment during a meeting.

Trust and respect is the base for effective meetings. If rights and regulations of anyone are violated, the chairperson may need to resort to disciplinary procedures to rectify the situation. The chairperson can:

• address the member during the meeting
• apply monetary fines
• suspend the member
• expel the member

Fines, suspension and expulsion occur following the guidelines of the bylaws.

Ensure you are prepared. Be early and bring the needed documentation. It is best to have only one person talking at a time. When you participate, be aware of your body language and silence any electronic devices. Remember to challenge the idea, not the person.

Board elections

Electing your members

Successful elections provide a positive light on a sometimes complicated but necessary process. The better organized your society or group, the more likely the members will consider candidacy.

The 2 approaches to holding elections for the positions in an organization are:

• elections from the floor
• slating

Elections from the floor are self-explanatory. If you don't have a nomination committee, members are nominated from the floor during a meeting. Slating is to have a written list of candidates to be considered for election or nomination. The frequency of elections is determined in the bylaws. The bylaws indicate who is eligible for an executive position in the organization. When there is a large membership or if the organization is concerned about bias in the nominating process, a nomination committee is formed to assist in generating nominations.

If ballots are used, election committee members are critical in making, distributing, sorting, validating and counting the ballots. While viva voce (voting vocally by yea/nay) can be used, ballots tend to be more reliable in larger settings or with multiple candidates. The duty of the committee and all members making nominations is to assess the weaknesses of the organization and recommend a slate (potential list of candidates) whose skills would strengthen the organization.

Nomination committee members should be representative of the overall membership in terms of traits such as gender, age and ethnicity. In larger organizations, the coordination of the elections may require the formation of an election committee and the designation of a particular day and meeting just for elections. Election committee members respond to questions and concerns of the membership as the election process and day unfolds.

Once the new executive has been announced, executive members need to formally accept their positions. If a member does not accept the position, a by-election needs to be called for that position. In some organizations, an oath of office, as indicated in the bylaws, is taken upon acceptance of the position.

It is essential to plan for the training of the new executive. Training can be formal, such as a review of duties and responsibilities led by a former chairperson, or informal, such as a recommended reading list.

Committees

Having an entire organization work on a project is not always efficient or effective. A smaller group of the organization, perhaps in the hands of public experts, is more effective at accomplishing the task.

Ad hoc or temporary committees

Ad hoc or temporary committees are set up for completing a specific task such as a conference or seminar and then they disband. The duties or terms of reference of an ad hoc committee are outlined when the committee is formed. This includes determining who makes the final report.

Standing committees

The duties of a standing committee are often outlined in the bylaws and standing rules of the organization because of its permanent nature. The term of a member on a standing committee is similar to that of an executive office. In general, the standing committee reports during regular meetings. The frequency and content of those reports is outlined in the bylaws.

Striking a committee identifies resource people who can dedicate the time and effort needed to complete the project. The committee can look outside of the organization for assistance, broadening the time and skill available for the project. As is the normal process with motions, the subsidiary motion to refer to a committee is seconded, discussed and voted upon. If passed, elections can be held to determine who of the members will head the committee.

Sometimes bylaws dictate ex-officio members of committees. For example, the bylaws might indicate that the person elected treasurer must be a member of the finance committee. By virtue of his or her position, the treasurer is ex-officio to the finance committee.