Meetings are part of everyday life, whether in Government, Company Board Rooms, Local Authorities, Community Organisations , the Sports Club, and so on.
In New Zealand, we have generally followed the rules and procedures relating to meetings established by the English Parliament, and which New Zealand reported court decisions have given legal effect to. Formal meetings, correctly run, are fundamental to the way government, businesses, and organisations make decisions. If certain rules are breached then decisions made may be legally invalid.
So why have meetings? The answer – to make decisions and get things done. If that’s not the aim then perhaps it’s better to have a seminar or a social gathering.
General Formalities for Meetings
Before a meeting is held those calling it need to know and follow the correct procedure:
- Calling a meeting: You need to know who has the power to call a meeting. What form of notice and time period must be given? Can the notice be emailed, mailed, faxed or by advertisement?
- Agenda: The notice should include the agenda and supporting information to assist in the decision making.
- Who may attend: The rules of the organisation normally govern this, such as shareholders or the financial members .There are specific rules relating to members of the public attending Parliament and local authorities (allowing the public to attend some meetings for transparency or open government, while not being able to participate), community boards, or school board of trustees, rules pursuant to the Companies Act. Otherwise attendance by non-members is discretionary.
- Right to participate: Shareholders, members, trustees are entitled to attend and have a fundamental right to participate in the debate by speaking and voting. Such a person can only be prevented from participating if the rules of the organisation provide or the person has been disciplined. People who are not allowed to participate in private meetings may sometime be allowed to attend and observe the meeting such as minute takers or professional advisors and sometimes such a person may be invited to speak.
- Conflicts of interest: Conflicts need to be taken seriously, disclosed, and generally a conflicted person should not participate as any decision made where a conflict exists as this may invalidate the decision or the meeting as a whole.
- Proxies: Unless the rules allow, members must be present to vote and their votes cannot be by proxy. If the rules do not provide for a quorum then at common law the quorum is a majority of the membership or committee. If a subcommittee is appointed then the quorum of that subcommittee will be all that subcommittee unless a different quorum is provided for. A meeting cannot commence unless the quorum is present and nor can the meeting continue if the quorum is lost during the meeting. However if anyone deliberately leaves a meeting to remove the quorum will not be entitled to challenge the resulting lack of a quorum.
- Role of the chairman: To serve the interests of all those who attend and not seek to advance his/her own interests. Therefore the chairman should not participate in a contentious debate otherwise the chair’s impartiality may be called in to question. If the chairman does wish to debate such an issue then he /she should give up the chair during the period the issue is in debate and resolved. The chairman has the responsibility for the proper conduct of and the maintenance of order at the meeting. The chairman has the power to adjourn the meeting in situations involving safety.
- Decisions: Unless the rules state otherwise decisions are made by resolution of a majority. A resolution requires a motion put forward by one person the seconded by another. Seconding is now recognised by law on the basis that a meetings time should not be wasted because of only one individual’s wish. A chairman cannot refuse to accept a motion unless the motion is beyond the aims of the entity or notice of meeting, premature, ambiguous, abusive or defamatory, or contrary to the law. Once the motion is accepted by the chairman it can only be removed through the chairman with the leave of the majority of the meeting.
- Right to speak:Generally, the mover has the first right to speak on the motion followed by the seconder and thereafter in the order appointed by the chairman. Each speaker can only speak once and the mover has the final right of reply after which no further person may speak. If the motion is varied or is broken down in parts previous speakers may speak again.
- Minutes: Minutes should always be taken to briefly record the discussions and resolutions approved by the meeting. The movers and seconders are often recorded, though not essential. Minutes should then be circulated before the next meeting and then adopted and approved. Although for local authorities, community boards, school boards of trustees, minutes must be available for inspection, there is no obligation on societies and trusts.