Meetings

Board Meetings

Board meetings form a legal and constitutional requirement for organisations and incorporated companies. Regular meetings ensure that the organisation is successfully planning, communicating, monitoring and reviewing progress. In larger organisations, it's particularly important to distinguish the strategic and governance role of the main board /committee from the operational and management roles of the various officers, task groups and sub-committees. Without a clear distinction, the main board or committee becomes overwhelmed in the management of the day-to-day details. Equally, a risk could exist that unfounded assumptions could be made regarding the discharge of all capabilities.

Running Effective Board Meetings

A board meeting is fundamentally like any other type of meeting, so the basic principles of running effective meetings apply. The board meeting needs:

• An agenda - comprising a mix of long-term strategy and short-term performance issues.
• Relevant papers - concise, and well-written, salient points highlighted and distributed in good time( no less than 48 hours before the meeting), using the most appropriate method of communication - email or hard copy.
• Appropriate information - financial and non-financial reports should be available.
• To be held regularly - research shows the boards of the large listed companies meet between eight and ten times a year. Convening of meetings must meet with the requirements of the constitution M&A of the organisation.
• To be well attended - attendance should be expected - the Combined Code specifically states that attendance details of board meetings should be disclosed.
• Attendees who are prepared - papers circulated have been read and considered, and attendees arrive ready to contribute.
• Leadership - the chair introduces items and facilitates discussions, encouraging contributions from all.
• Financial and human resources - the board must ensure that these are available to meet the long term strategies and short term performance issues.
• And values and standards - the board should set these to ensure every member of the board knows the main objective and that the interests of the company are considered at all times.
• Consistency

Minutes of the board meetings should be kept, especially recording any concerns which cannot be resolved. Minutes should also clearly identify any actions required and who responsibility has been assigned to on each action. Subsequent minutes should feed bank on progress. All previous minutes must be readily accessible.

The Annual General Meeting

All organisations should have an Annual General Meeting (AGM), where the members and management committee come together. The AGM should be referred to in the Constitution.

The main reasons for holding an AGM are:

• To consider and/or present the organisation's annual report
• To elect officers and management committee members
• To discuss and vote on amendments to the constitution or organisation rules
• To produce the annual accounts
• To produce the chairman's annual report and any other reports.

It is important to make sure that the AGM is well publicised and welcoming to ALL members entitled to attend. The members need to be involved in the AGM to ensure that the organisation's decision making process is fair and representative of the organization and inclusive. It is also an opportunity to recruit 'new blood' onto the committee.

The secretary is normally responsible for making all of the arrangements for the meeting. Usually notice for an AGM is a minimum of 21 days, therefore the venue, date and time should be arranged well in advance. The members should be notified and invited to make nominations for the election of officers.

The AGM Agenda

The following is an example of the standard Agenda for an AGM. Your organisation may wish to change it if needed, but this is how a typical AGM Agenda appears.

1. Apologies for absences
2. Minutes of the last AGM
3. Matters arising
4. Presentation of the annual report
5. Presentation of the annual accounts
6. Election of the new committee / Rotation of the Board
7. Proposed motions (if any)*
8. Election / Re-election of auditors
9. Guest speakers

Any Other Business (AOB)

* A 'motion' is a proposal for discussion and decision at the AGM.

Election of Officers

The election of officers can occur in two ways. You can either decide to ask at the AGM or you can send out written nominations and voting papers in advance. Individuals are nominated for the position of officer by other members. It may be useful to request that nominations are submitted to the secretary no later than 24 hours before the AGM is due to be convened.

The Annual Report

As mentioned earlier, one of the main purposes of the AGM is to consider or present (depending on the status of its completion) the annual report. The annual report is a review of the organisations activities throughout the year including a financial report.

The annual report can be used for internal purposes (e.g. informing members, users and funders what has happened in the last year), for public relations purposes (e.g. encourage and impress funders or potential funders) or for legal requirements.

The actual content of what you include in your annual report is up to your organisation, but below are a few things that a typical annual report might include:

• Who your organization is
• What your organization does
• What you have achieved over the last year (including sporting achievements)
• Who is on the committee
• Financial report from the Treasurer
• Acknowledgement of funders and funding
• Acknowledgement of people who gave their time and premises
• Organisations should be mindful of any legal disclosure requirements.

Extraordinary General Meetings are called upon if not less than one tenth of total voting rights (or some other proportion specified in the constitution) wish to amend a rule, amend the constitution or discuss any other important, urgent matters which cannot wait until the AGM. EGMs can be convened at shorter notice than AGMs.