MEETING SKILLS Meeting Skills How to take decisions in meetings How to chair the meeting How to write minutes What do we use meetings for? Meetings are very important for the work of any organisation. Good meetings are important for collective decision-making, planning and follow-up, accountability, democracy, and other practices that will help you to build a good organisation. If meetings are used in the correct way, they can help an organisation to be efficient. However, like all organising tools, meetings can be used badly and end up not serving the purpose that they are supposed to. Sometimes we seem to attend too many long meetings, which discuss the same thing over and over again without seeming to move forward. Meetings can become places where conflict is played out. Some people can also see attending meetings as working for the organisation instead of seeing it as a tool for getting work done. We should try to make our meetings places where we get democratic and constructive participation and involvement from our members. Important things to know about meetings The purpose of meetings Most people do not like attending meetings � especially if they are not sure what the purpose of the meeting is, or if it goes on too long and achieves too little. Meetings must not be too frequent or held just for the sake of it.

There must be a need for a meeting. There should be decisions about the different types of meetings needed. For example, some meetings could be to discuss policy and others to discuss organisation (practical work). Wherever possible the members must know what type of meeting they are going to and what the meeting is for � in other words, the PURPOSE of the meeting. Sometimes an organisation might call a special or extraordinary meeting. There are different types of meetings and planning and it should take account of this. Different types of meetings Most organisations will hold the following types of meetings: The general members meeting: This is the most common meeting, which usually happens once a month or once every two weeks. The general members meeting should be the place where members are informed of developments, involved in decisions and given education and information that will help them to become more active in the organisation. General meetings are usually the places where decisions are made and where the executive reports on work they and other sub-committees have done. Special meetings: These can be called to discuss specific issues, for example preparing for a national conference or work on planning activities for the year. Any members who are interested should be invited to attend special meetings.

They should not be run like general members meetings (with minutes, reports etc) but should only focus on the issues they�ve been called to discuss. Executive meetings: The executive should meet more regularly than the general members, and executive meetings should have a more business-like focus. The executive has to plan implementation for the organisation, monitor the work that has been done, deal with problems, and often (if you�re part of a larger organisation) relate to other levels of the organisation. They should discuss correspondence in detail and address problems as they come up. The executive should also keep an eye on the finances of the organisation and monitor income and expenditure. Every executive meeting should have an item on the agenda that plans for the next general members meeting. They should provide both leadership and administration to the organisation. Annual General Meeting: Most organisations have an Annual General Meeting laid down in their constitution. The AGM is the place where the executive accounts to all members about the activities of the year as well as the finances of the organisation. The AGM is also the place where new leaders are elected and are given a mandate to run the organisation for another year.

Most AGM�s need at least the following two detailed reports to the members: The secretary�s report that lists plans of the organisation, the actual activities that took place that year, the achievements of the year, and the problems experienced. The treasurer�s report: a detailed financial report that lists all income from subscriptions, grants, donations, fundraising; and all expenditure. This report should also clearly state what the balance is and where that balance is held. It is important to have a written financial report at your AGM but very often members find financial reports difficult to understand and you should try and make it simpler by putting the main headings on news-prints and explaining it to people in less financial language. Planning a meeting Planning should improve participation by ensuring that discussion is on a single topic and that the members are well prepared for the meeting. This is the responsibility of the Chairperson, Secretary and Executive, depending on the type of organisation. Planning does not mean controlling and directing the meeting in such a way that it restricts participation Planning should include the following: Notification: It is the executive�s responsibility to ensure that everyone has been notified of the date, time and venue of the meeting, as well as the main issues to be discussed.

For many organisations it is a useful practice to always have their meetings on the same day at the same time in the same place � for example on the first Saturday of every month at the local church hall. If you do not money to always inform your members of meetings then over time this will help you to cut costs, and to make sure that everyone knows where they can find the meeting. Preparing the agenda: The agenda is a list of the most important issues for the members to discuss. It is drawn from the Matters Arising from the previous meeting and from the discussions of the Executive or Secretariat. The agenda is the responsibility of the Chairperson and the Secretary. The chairperson should read the minutes of the previous meeting to familiarise him/herself with the issues. This will for the basis of a list of matter arising from these minutes. Matters arising include: Tasks � a report back must be given Matters for which further information was required for discussion Matters that were deferred to this meeting There are standard items for any agenda. These items should be arranged in order of priority and time should be allocated for each discussion. Where possible, try to familiarise yourself with each area of discussion.

An agenda should include a last item known as General or Any Other Business to allow individuals to raise short items not included on the agenda. How to run a meeting The agenda Open the meeting and welcome everyone. Then go through the agenda step by step. Those present and apologies: The apologies of those members not able to attend the meeting are recorded as part of the minutes. Send round an attendance register if there are too many people to just record it in the minutes. Ask if there are any apologies from people who are not there. Minutes: Minutes are accurate notes of what is discussed and decided on at meetings. Make sure that the minutes of the previous meeting are circulated to everyone or at least read at the beginning of the meeting. (See section on writing minutes) Minutes must be adopted at the beginning of a meeting. Give people a chance to read the minutes or read them out aloud. Everyone must agree that they are an accurate record of the last meeting. Members must be given the chance to add where item/points might have been left out. Matters arising from the minutes: This covers points that were discussed at the last meeting, when perhaps someone was asked to do some work or there have been subsequent developments, which now need discussion.

A list of these points is drawn from the previous meeting�s minutes. Correspondence: This means all the letters that have been received by the organisation since the last meeting. They can be dealt with in different ways. If your group does not receive many letters, they could be read out and then discussed. Another way is for the secretary to list them with a brief explanation. The chairperson then goes through the list and suggests action. If the issue raised in the letter needs decisive action it can be more fully discussed. Other items on the agenda: Someone must introduce each item on the agenda. The item introduced could be either a discussion or a report. If it is a discussion someone is given the job of leading the discussion and making proposals on that particular item. If it is a report, the person who is reporting should comment on the following: Was it a task that was completed, what were the problems and what still needs to be done?

(issue, facts, options, proposal � see guide on inputs and verbal reports) Discussion should be to examine a problem or discuss an issue in more detail � get everyone�s ideas and points of view on it, arrive at a decision, delegate responsibility for the completion of the task, and follow-up to ensure that it is completed. Meeting Procedures All members should know meeting procedures. There are a number of points that people use in meetings to ensure that the meetings run smoothly. Often members use these points to assist the chairperson. The following are procedural points most used in meetings: Point of Order: It should be used when a member feels that the meeting procedure is not being stuck to and s/he wants the meeting to return to the correct procedure or order. For example, when an individual is speaking totally off the point, another member might ask on a point of order for the speaker to stick to the agenda. Point of Information: A member may raise their hand and ask to make point of information (or request information) when it is not his or her turn to speak.

This can enable a member to speak (by putting up his/her hand and asking to speak) when it is not his/her turn to request more information on the matter being discussed, or to give more information on a point being discussed. Out of Order: When an individual is not sticking to meeting procedure, being rude, interjecting or misbehaving in some way, the chairperson might rule him/her out of order. Protection: A speaker who is being harassed when he/she is speaking can ask for the protection of the Chairperson. Quorums: This is the minimum number of people who must be present for the meeting to conduct business and take decisions. This minimum number is stated in the organisations constitution. The meeting cannot start until there is a quorum. Always ensure that you have this minimum number of people at a meeting, especially when decisions must be taken. If you do not, and decisions are taken, members who were not present can request that it is re-discussed, meaning that time was wasted. All these points are called meeting rules or procedures, which are there to try to make meetings more efficient and effective. They should not be over-used just for the sake of it.

How to take decisions in meetings Decisions are usually reached through two main ways: Consensus This means reaching decisions by discussion and general agreement. Voting People vote for a particular proposal. Usually one person will put forward a proposal, someone else will second it and then people will vote. If the majority of people accept the proposal, it then becomes binding on the organisation. Voting can either be done by a show of hands or secret ballot. Show of hand The Chairperson would call for a show of hand when there is a difference of opinion amongst members when a decision needs to be reached. S/he will call on members to raise their hands to show their support for or against a proposal. These votes are then counted � majority would then ensure that the proposal stands or falls away. Secret ballot Each person would be given a piece of paper where s/he would write whether s/he supports a particular proposal or not. The votes would be counted and the majority would ensure that the proposal stands or falls away. It is usually better to reach consensus than to vote. Reaching consensus often means that there are compromises from everyone but it ensures that most people feel part of the decision.

Sometimes a vote does need to be taken, for example in elections or when the meeting cannot reach a decision through consensus. Resolutions These are formal proposals put forward to the meeting, for people to agree or disagree with. If some disagree, they are voted on. If passed, they become resolutions and therefore policy of the organisation. There should be a proposer and seconder of each resolution. Resolutions are a clear way to set out the policies and decisions of an organisation. Usually a resolution has three parts to it: We start the resolution by saying that, eg: "The AGM of the Natalspruit Women�s Organisation, meeting on (give date) notes that: and then you list the main issues that you are concerned about, for example: Noting: the rapid increase in crime in this area, the devastating effects it has on the lives of people in this area, etc.

The second part of the resolution will then list the points that show your understanding of the issue and its causes, for example: Believing: that the increase in crime is due to the failure of police to effectively service our community that the high unemployment rate is forcing many of our young people to take up crime as a way of life etc The third part lists exactly what your organisation has decided to do or what its policy should be on the issue, for example: Therefore resolves: to actively participate in the community police forum to use all means possible to pressurise the police to perform their duty to work with the local council to ensure that facilities and clubs are supplied to keep our youth off the street etc Amendments may need to be made to resolutions, and these should be accepted by everyone present. If there is not total agreement on an amendment, a vote should be held and the chairperson should record the votes of those for, and those against, the amendment, as well as those abstaining. If the majority support the amendment it stands and the original section of the resolution falls away. The Chairperson and members must study the constitution of the organisation to make sure they know and understand all these procedures.

How to chair the meeting The chairperson is the most important person in the meeting. He or she will set the pace for the meeting, make sure that people stick to the topics, ensure that democratic decisions are taken, and that everyone is on board with these decisions. Chairing is a great skill and it is important to teach members to chair meetings and rotate the job where possible so that more people can practise this skill. However, it is always good to have an experienced chairperson for important meetings. A good chairperson is an active chairperson; it is not the chairperson�s job to simply keep a list of speakers and to let them speak one after the other. The chairperson should introduce the topic clearly and guide the discussion especially when people start repeating points. When a discussion throws up opposing views, the chairperson should also try to summarise the different positions and where possible, propose a way forward. The way forward can involve taking a vote on an issue, having a further discussion at another date, or making a compromise that most people may agree with. The chairperson should ask for agreement from the meeting on the way forward, and apologise to those who still wanted to speak.

Here are the basic steps for chairing a meeting: The Chairperson opens the meeting and presents the agenda. S/he should start a meeting by setting a cut-off time when everyone agrees that the meeting should end. This helps to encourage people to be brief. S/he calls on individuals to introduce or lead the discussion of points on the agenda and gives everyone a chance to speak. S/he also ensures that no one dominates discussion. S/he should try to summarise the discussion clearly restating ideas and proposals put forward. However, there is no need to repeat everything that has been said. S/he must be able to get agreement on what the decision is � s/he must ensure that everyone understands the decision, delegates to someone the duty of carrying out the decision, ensures that the person given the responsibility knows what s/he has to do and when it should be done and reported on. S/he ensures that everyone takes part in the discussions and decision-making. S/he ensures that the date for the next meeting is always set at the meeting. How to write minutes in the meeting It is essential that minutes are recorded accurately. This not only serves as a reminder of issues that need to be followed up but also prevents arguments about previous decisions.

Minutes are also a guide for the secretary and chairperson when drawing up the agenda for the next meeting. Minutes help the organisation to learn from its past failures and successes. This is done when the secretary reflects on the minutes of the past year when drawing up an annual report. There are three aspects to taking good minutes: Listening This is a very important skill to develop. You must not only listen to what is being said but you have to ensure that you understand as well. Taking notes Write down only the main points and the decisions taken. It is impossible to write down everything that is being said. Always try to identify the main points What is the main aim of the discussion? What information is important? Use your own words. If you do this you will find that your minutes are more accurate and complete than if you try to jot down everything a speaker says. Pay special attention to decisions. If necessary, ask for the decisions to be repeated. Ask for clarification. Do not hesitate to stop the meeting if you are not clear about any decisions or issues being discussed.

Writing the minutes The following information should be included: Nature of meeting, date, time, venue Names of those present Apologies Summaries of decisions and discussions This includes work to be followed up and who have taken responsibility for certain tasks. The minutes should be written neatly in a special minute book or file; avoid jotting down minutes on scraps of paper. The book or file should be kept safely and always available for consultation at any time. Quorum dictionary definition | quorum defined L, genitive plural of qui, who: from use in court commissions quorum noun The minimal number of officers and members of a committee or organization, usually a majority, who must be present for valid transaction of business. A select group. The minimal density of bacterial cells that results in altered gene expression in a population of bacteria. Origin of quorum Middle English, quorum of justices of the peace, from Latin qu&omacron;rum, of whom (from the wording of a commission naming certain persons as members of a body), genitive pl. of qu&imacron;, who; see kwo- in Indo-European roots.

quorum Noun (plural quorums or quora) The minimum number of members required for a group to officially conduct business and to cast votes , often but not necessarily a majority or supermajority . We can discuss the issue tonight, but cannot vote until we have a quorum. A selected body of persons. Origin From Latin quÅrum, genitive plural form of quÄ« (“who, which"), used as standard wording in written commissions. quorum - Investment & Finance Definition The smallest number of people that must vote (either in person or by proxy) in shareholder meetings, boards of directors meetings, legislative meetings, or other committee and organization meetings. If a quorum isn’t reached, then the results of the voting are not valid. quorum - Legal Definition n The number of persons who must be present in a group for official action to be taken, e.g., a “quorum” of the board of directors must be present in order to take a vote; the number of individuals constituting a quorum may vary from body to body. Quorum legal definition of quorum Quorum legal definition of quorum Quorum A majority of an entire body; e.g., a quorum of a legislative assembly.

A quorum is the minimum number of people who must be present to pass a law, make a judgment, or conduct business. Quorum requirements typically are found in a court, legislative assembly, or corporation (where those attending might be directors or stockholders). In some cases, the law requires more people than a simple majority to form a quorum. If no such defining number is determined, a quorum is a simple majority. A quorum also might mean the number of members of a body defined as competent to transact business in the absence of the other members. The purpose of a quorum rule is to give decisions made by a quorum enough authority to allow binding action to be conducted. In both houses of Congress, a quorum consists of a simple majority of members. quorum n. the number of people required to be present before a meeting can conduct business. Unless stated differently in by-laws, articles, regulations, or other rules established by the organization, a quorum is usually a majority of members. A quorum for meetings of corporate boards of directors, homeowners' associations, clubs, and shareholders meetings are usually set in the bylaws. The quorum for meetings of governmental bodies such as commissions and boards are usually set by statute.

(See: bylaws ) quorum GLOSSARY OF LEGISLATIVE TERMS GLOSSARY OF LEGISLATIVE TERMS ABSENT -- Not present at a session. Absent with leave--not present at a session with consent. Absent without leave--not present at a session without consent. ACT - - Legislation enacted into law. A bill that has passed both houses of the legislature, been enrolled, ratified, signed by the governor or passed over the governor's office, and printed. It is a permanent measure, having the force of law until repealed. Local act -- Legislation enacted into law that has limited application. Private act -- Legislation enacted into law that has limited application. Public act -- Legislation enacted into law that applies to the public at large. ADHERE -- A step in parliamentary procedure whereby one house of the legislature votes to stand by its previous action in response to some conflicting action by the other chamber. ADJOURNMENT -- Termination of a session for that day, with the hour and day of the next meeting being set. ADJOURNMENT SINE DIE -- Final termination of a regular or special legislative session. ADOPTION -- Approval or acceptance; usually applied to amendments, committee reports or resolutions.

AMENDMENT -- Any alteration made (or proposed to be made) to a bill or clause thereof, by adding, deleting, substituting, or omitting. Committee amendment -- an alteration made (or proposed to be made) to a bill that is offered by a legislative committee. Floor amendment -- an alternation offered to a legislative document that is presented by a legislator while that document is being discussed on the floor of that legislator's chamber. APPEAL -- A parliamentary procedure for testing (and possibly changing) the decision of a presiding officer. APPORTIONMENT -- Establishment of the legislative districts from which members are elected. APPROPRIATION -- Funds allocated for various departments of government set aside by formal action for specific use. Allows money to be spent; is not actual expenditure record. AT-LARGE ELECTION -- An election in which candidates are chosen on an individual basis rather than as representatives of a geographically defined, single-member district. At-large elections can be held at the legislative and presidential levels. In the United State of America, some states hold at-large elections for congressional seats, when, for instance, a state's entire population warrants only one representative.

AUTHOR -- The person (usually a legislator) who presents a bill or resolution for consideration; may be joined by others, who are known as coauthors. See also: introducer, patron, sponsor BICAMERAL - A legislature consisting of two separate chambers, each serving as a check on the other's power. BIENNIUM - Two-year term of legislative activity. BILL -- Draft of a proposed law presented to the legislature for consideration. BIPARTISAN -- Having an affiliation or association with (or representatives of) both political parties or caucuses in a two party system. BUDGET -- (1) The suggested allocation of state moneys presented to the legislature for consideration; (2) a formal document that reflects the authorized expenditures of the state. CALENDAR -- (1) A printed list of proposals that are arranged according to the order of business and are scheduled for consideration by a chamber. (2) Agenda of daily legislative business in a chamber. CALENDAR DAY -- Literally a day as listed on the Gregorian calendar. CALL OF THE SENATE OR HOUSE -- Procedure used to compel the attendance of members who are missing from the chamber and to compel those members already in attendance to remain in the chamber.

CARRY-OVER LEGISLATION -- Legislation that is held over from the first year of a legislative biennium to the second year. CAUCUS -- An informal meeting of a group of the members; most commonly based on political party affiliation, but may have other bases, such as gender, race, geographic location or specific issue. CENSURE -- An action by a legislative body to officially reprimand an elected official for inappropriate or illegal actions committed by that official while in office. The act of censuring is an official condemnation for inappropriate or illegal actions committed by a public official while holding a position of trust. CHAMBER -- Official hall for the meeting of a legislative body. CLERK OF THE HOUSE OR ASSEMBLY -- A non-legislator officer who is appointed or elected by the members of the House of Representatives or Assembly to perform and direct the parliamentary and clerical functions of the chamber. Also may be titled "chief clerk" or "principal clerk." CODE -- A compilation of laws and their revisions according to subject matter (usually arranged by title, chapter and section); the official publication of the statutes.

COMMITTEE -- A body of members appointed by the presiding officer (or another authority specified by the chamber) to consider and make recommendations concerning disposition of bills, resolutions and other related matters. Conference committee -- A committee composed of members from the two houses specifically appointed to reconcile the differences between House and Senate versions of a bill or bills. Interim committee -- A committee established to study or investigate certain matters between annual or biennial legislative sessions and to report to the next regular session. Joint committee -- A committee composed of members from both chambers. Standing committee -- A committee appointed with continuing responsibility in a general issue area or field of legislative activity. COMMITTEE OF THE WHOLE -- Either house of the legislature sitting in its entirety as a committee to consider bills or issues. COMMITTEE REPORT -- Official release of a bill or resolution from committee with (or without) a specific recommendation, such as "pass", "pass as amended" or "do not pass." COMMITTEE SUBSTITUTE -- A bill offered by a committee in lieu of another bill that was originally referred to the committee for consideration; technically, the committee substitute is an amendment to the original bill.

CONCURRENCE (TO CONCUR) -- Action by which one house agrees to a proposal or action that the other chamber has approved. CONFLICT OF INTEREST -- Untenable position that threatens the ability of a legislator to vote impartially due to some personal interest in a legislative issue. CONSTITUENT -- A citizen residing within the district of a legislator. CONSTITUTION-- A written instrument embodying the fundamental principles of the state that guarantees powers and duties of the government and guarantees certain rights to the people. CONSTITUTIONAL MAJORITY -- One more than half of the members of a deliberative body; actual number may be defined in the state constitution. CONVENE -- When the members of a chamber gather for the meeting of the legislature daily, weekly and at the beginning of a session as provide by the constitution or law. DEBATABLE -- Open to parliamentary discussion or argument. DEBATE -- Discussion of a matter according to parliamentary rules. DECORUM -- Proper order, etiquette and conduct of members during a floor session. DIED IN COMMITTEE - The defeat of a bill by not returning it from committee to the house for further action.

(Only permitted in certain states.) DILATORY -- Deliberate use of parliamentary procedure to delay. DISSENT -- Difference of opinion; to cast a negative vote. DISTRICT - That division of the state represented by a legislator distinguished numerically or by geographical boundaries. DIVISION -- A method of voting; a request that members stand or raise hands to be counted when the outcome of a voice vote is unclear or in dispute. DIVISION OF A QUESTION -- Procedure to separate a matter to be voted upon into two or more questions. EFFECTIVE DATE -- A law generally becomes effective, or binding, either upon a date specified in the law itself or, in the absence of such a date, a fixed number of days (depending on the state) after the final adjournment of the session during which it was enacted or on signature by the governor. ELECTION -- Act of selecting a person to fill an office. EMERGENCY CLAUSE -- A statement in a bill that indicates the act shall take immediate effect. ENACTING CLAUSE -- That clause of an act that formally expresses the legislative sanction.

It varies in different states, but usually begins "Be It Enacted." ENGROSS -- Most commonly, the process by which a bill is updated--that is, how adopted amendments and other changes are incorporated into a bill--as it makes its way through the Senate or House. ENROLL -- Most commonly, the process of changing a bill passed by both chambers into its final format for transmission to the governor. EXECUTIVE SESSION -- A session excluding from the chamber or committee room all persons other than members and essential staff personnel. EXCUSED -- Absent with the permission of the body or the presiding officer. EXPUNGE -- An action that directs the removal of specific portions from the journal. This is applicable in situations where objectionable, inflammatory or incorrect matter has been included in the journal. FILIBUSTER -- The prolonged discussion of a bill to delay legislative action. FIRST READING -- The first presentation of a bill or its title for consideration. In some states, the first reading is done at the time of introduction. FISCAL -- Dealing with state revenues and expenditures.

FISCAL NOTE -- A fiscal note seeks to state in dollars the estimated amount of increase or decrease in revenue or expenditures and the present and future implications of a piece of pending legislation. FISCAL YEAR -- An accounting period of 12 months. FLOOR - That portion of the legislative chamber reserved for members and officers of the assembly or other persons granted privileged access. GALLERY -- Balconies of the chamber from which visitors may view the proceedings of the legislature. GERMANENESS -- The relevance or appropriateness of amendments or substitutes. HEARING -- Public discussion and appearance on a proposal or bill; usually scheduled by a committee. HOUSE -- Generic term for a legislative body; usually the body in a bicameral legislature that has the greater number of members; shortened name for House of Representatives or House of Delegates. IMPEACHMENT -- Procedure to remove from office a public official accused of misconduct. INDEFINITE POSTPONEMENT -- A form of adverse disposition of a proposal for that session of the legislature. INSERT -- Add language to a bill or resolution. INTERIM -- The interval between regular sessions of the legislature.

INTRODUCER -- The person (usually a legislator) who presents a bill or resolution for consideration; may be joined by others, who are known as cointroducer. See also: author, patron, sponsor INTRODUCTION -- The formal presentation of a proposal after it has been drafted. ITEM VETO -- An action taken by the governor to prevent the enactment of an item of an appropriation bill; also may be called line item veto. JOINT RULES -- Parliamentary rules governing joint procedures or operations of the Senate and House. JOINT SESSION -- A combined meeting of the Senate and House in one chamber. JOURNAL -- An official chronological record of the actions taken and proceedings of the respective chambers. LEGISLATIVE DAY -- A day on which either chamber convenes (or both chambers convene) to conduct official business. LEGISLATIVE INTENT -- Purpose for which a measure is passed. LEGISLATIVE LIAISON -- Person appointed to communicate between legislators and other departments. LEGISLATIVE OVERSIGHT -- Scrutiny of executive branch programs and performance by the legislature. LEGISLATIVE SERVICE AGENCY -- Nonpartisan legislative branch agency providing services such as legal and bill drafting, impartial research and information or technical services.

LEGISLATOR -- Elected member of a legislative body. LEGISLATURE -- The branch of state government responsible for enacting laws. LINE ITEM -- Numeric line in an appropriation or budget bill. LOBBYIST - A representative of a special interest group whose function is to influence legislation affecting his special interest. MAJORITY LEADER -- A member of the majority political party designated to be a leader. (The procedure for designating the majority leader and other officers varies from state to state.) MAJORITY PARTY -- The political party having the greatest number of members in the legislature or in either chamber. MAJORITY REPORT -- Recommendation of action on a measure that is submitted by a majority of the members of a committee. MEASURE -- General term for bill, resolution or memorial. MEMBER ELECT - Member who has been elected, but who has not yet taken the oath of office or who is not yet officially serving. MEMBERS PRESENT - The term used to refer to those members who are actually present at a daily session. MEMORIAL -- The method by which the legislature addresses or petitions Congress and other governments or governmental agencies; method by which the legislature congratulates or honors groups or individuals.

MINORITY LEADER - A member of the minority political party designated to be leader. (Process of designation varies from state to state.) MINORITY PARTY -- The political party having fewer numbers of members in the legislature or in either chamber. MINORITY REPORT -- A report that reflects the thinking of the members not favoring the majority position or action on an issue. MINUTES -- Accurate record of the proceedings of a meeting in chronological order. MOTION - Formal proposal offered by a member of a deliberative assembly. NONPARTISAN -- Having no association or affiliation with a political party or caucus. OATH OF OFFICE - Oath taken by members-elect of the legislature prior to being seated and embarking upon official duties. ORDER OF BUSINESS -- The defined routine of procedure in the legislative body each day. OUT OF ORDER -- Not being conducted under proper parliamentary rules and procedures. PARLIAMENTARY INQUIRY -- Question posed by a member to the presiding officer for clarification of the procedure or business before the house. PARTISAN - - Associated or affiliated with a single political party or caucus. PATRON -- The person (usually a legislator) who presents a bill or resolution for consideration; may be joined by others, who are known as copatrons.

See also: author, introducer, sponsor PER DIEM -- Literally, per day; daily expense money rendered to legislators or staff. PETITION -- Formal request submitted by an individual or group of individuals to the legislature. POINT OF INFORMATION -- A request from a legislator to the presiding officer for clarification of a procedural matter. POINT OF ORDER -- A question by a member to the presiding officer calling attention to a breach of order or of the rules. POSTPONE INDEFINITELY -- A means of disposing of an issue by not setting a date on which to consider it again. PRECEDENT -- Interpretation of rulings by presiding officers on specific rules; unwritten rules that are established by custom. PREFILE -- Ability to introduce a measure before the opening of the session. PRESIDENT -- Usually, the title given to the person elected (or designated by constitution) as the presiding officer of the Senate. PRESIDING OFFICER -- Person designated to preside at a legislative session. PREVIOUS QUESTION -- A motion to close debate and bring the pending question or questions to an immediate vote. PRO TEMPORE (PRO TEM) -- The designated officer of the senate or house acting in the absence of the regular presiding officer.

QUORUM -- When a legislative body is assembled, the minimum number of members required to transact business. QUORUM CALL -- A method used to establish the presence of a majority for the lawful transacting of business. RATIFY -- To approve and make valid. READING -- Presentation of a bill before either chamber by the reading the bill, its title or its number. A formal procedure required by constitution and rules that indicates a stage in enactment process. Most often, a bill must receive three readings on three different days in each legislative body. REAPPORTIONMENT -- Redrawing legislative district boundaries to provide equality of representation. RECESS -- Intermission in a daily session; intermission from one day to the next; REFERRAL - The assigning or referring of a bill to committee. REPEAL -- A method by which a legislative action is revoked or annulled. RESOLUTION -- A document that expresses the sentiment or intent of the legislature or a chamber, that governs the business of the legislature or a chamber, or that expresses recognition by the legislature or a chamber. ROLL CALL -- Names of the members being called in alphabetical order and recorded; used to establish a quorum or to take a vote on an issue before the body.

RULES - - Regulating principles or methods of legislative procedure. RULING OF THE CHAIR -- A decision by the presiding officer concerning a question of order or procedure. SECRETARY OF THE SENATE -- A non-legislator officer appointed or elected by the members of the Senate to perform and direct the parliamentary and clerical functions of the Senate; also may be called "clerk," "chief clerk" or "principal secretary." SENATE -- A legislative body; usually the body in a bicameral legislature having the fewer number of members. SENIORITY -- Recognition of prior legislative service. SESSION -- (1) Period during which the legislature meets; (2) the daily meeting of the Senate or House. Regular session -- the annual (or biennial) meeting of the legislature required by constitution Special (or extraordinary) session -- a special meeting of the legislature that is called by the governor (or the legislature itself) and limited to specific matters. SIMPLE MAJORITY -- One more than half of those voting on a question. SINE DIE -- Literally, "without day;" usually, adjournment without a day being set for reconvening; final adjournment.

SPEAKER -- Usually the title given to the person elected as the presiding officer of the House or Assembly; in some states, the title given to the presiding officer of the Senate. SPECIAL ORDER -- (1) To set consideration of a bill or measure for a specific, future time of the session; (2) matter of business set for discussion at a special time, on a designated day or both. SPONSOR -- The person (usually a legislator) who presents a bill or resolution for consideration; may be joined by others, who are known as cosponsor. See also: author, introducer, patron. STATE -- One of the fifty units constituting the United States of America. STATUTE -- A formal enactment of the legislature of a more permanent nature. The term "statute" is used to designate written law, as distinguished from unwritten law. STATUS OF BILL -- The progress of a bill at any given time in the legislative process. It can be in committee, on the calendar, in the other house, etc. STRIKE OUT -- The deletion of language from a bill or resolution. SUNSET -- Expiration date of a measure.

SUPPLEMENTAL APPROPRIATION -- Adjustment of funds allocated by the original appropriation. SUSPENSION OF THE RULES -- Parliamentary procedure whereby actions can be taken that would otherwise be out of order. TERM OF OFFICE -- Period of time for which a person is elected. TITLE -- A concise statement of the subject and the contents of a bill. UNICAMERAL -- A legislature with only one chamber. VETO -- Action by the governor to disapprove a measure. VETO OVERRIDE -- Vote by the legislature to pass a bill over a governor's veto. VOICE VOTE -- Oral expression of the members when a question is submitted for their determination. When asked by the presiding officers, members respond "aye" or "nay." The presiding officer then decides which side prevailed. VOTE - Formal expression of a decision by the body. YEAS AND NAYS - Recorded vote of members on an issue. YIELD - To relinquish the floor to another member to speak or ask question. The directors - Corporations Canada The directors Directors are responsible for supervising the activities of the corporation and for making decisions regarding those activities.

On this page Remuneration of directors, officers and members General duties of the board of directors The board of directors is accountable to the members. It is responsible for managing and supervising the activities and affairs of the corporation. Generally, the directors are elected by the members, and the members are admitted by the board (in accordance with the articles and conditions set out in the by-laws). The board can appoint one of its members to act as a managing director or a number of directors to act as a committee of directors. It can then delegate to the managing director or the committee any of the powers of the directors (refer to section 138 of the Canada Not-for-profit Corporations Act (NFP Act)). Directors are not, in that capacity, trustees for any property of the corporation, including property held in trust by the corporation (see Responsibilities and liabilities of directors and officers ; you can also refer to section 32 of the NFP Act). Number of directors Under the NFP Act, a corporation is required to specify in its articles either a fixed number of directors or a minimum and maximum number of directors (refer to subsection 7(1) of the NFP Act).

When a minimum and maximum number of directors is chosen, the precise number of directors to be elected can be established from time to time by ordinary resolution of the members. The members can also delegate this power to the directors. Generally, a corporation must have at least one director. However, a soliciting corporation must have a minimum of three directors, at least two of whom must not be officers or employees of the corporation or its affiliates (refer to section 125 of the NFP Act). If the members decide to change the number of directors within the number permitted by the articles, the members must pass an ordinary resolution and elect the required number of directors. It is then necessary to notify Corporations Canada of the change in directors by filing Form 4006 – Changes Regarding Directors (see Federal incorporation forms ) within 15 days following the change. If the members want to increase or decrease the number of directors specified in the articles or the minimum or maximum number of directors, the articles must be amended by filing Form 4004 – Articles of Amendment (see Federal incorporation forms ) and paying the fee (see Services, fees and turnaround times – NFP Act ).

For more information, see Changing the structure or nature of the corporation ; you can also refer to subsection 133(1) of the NFP Act. Electing the directors The general rule in the NFP Act is that directors are elected by a majority of the votes cast at an annual meeting of the members, for a term that cannot exceed four years (see Directors terms and vacancies on the board of directors ; you can also refer to subsection 128(3) of the NFP Act and subsection 28(1) of the Canada Not-for-profit Corporations Regulations (NFP Regulations)). There are only two exceptions to the general rule that the members must elect the directors of the corporation. First, the articles can permit the directors to appoint additional directors between annual meetings to hold office for a term that must expire on or before the next annual meeting of members. This is permitted as long as the total number of appointed directors is not more than one-third of the number of directors elected at the previous annual meeting (refer to subsection 128(8) of the NFP Act).

If the articles do not permit the directors to appoint additional directors, the articles must be amended by filing Form 4004 – Articles of Amendment (see Federal incorporation forms ) and paying the fee (see Services, fees and turnaround times – NFP Act ). For more information, see Changing the structure or nature of the corporation ; you can also refer to subsection 132(1) of the NFP Act. The second exception allows a vacancy on the board to be filled by the directors, as long as there is a quorum on the board to participate in filling the vacancy (see Directors terms and vacancies on the board of directors ; you can also refer to section 132 of the NFP Act). The general rule that the members must elect the directors means that it is not permissible to have ex officio directors (that is, persons who hold office "ex-officio" or "as of right", without the need to be elected by members). A person must consent to be a director of a corporation. Persons who have been elected or appointed as directors and are present at the meeting when the election or appointment took place, are deemed to have consented to serve as directors, unless they refuse.

However, if they are not present at that meeting, they must either (a) consent to their election, in writing, before that meeting or within 10 days after that meeting or (b) act as a director after the election or appointment (refer to subsection 128(9) of the NFP Act and subsection 28(2) of the NFP Regulations). Qualifications to be a director A director must meet all of the following qualifications (refer to subsection 126(1) of the NFP Act): be at least 18 years old not have been declared incapable by a court in Canada or in another country be an individual (that is, a corporation cannot be a director) not be in bankrupt status. The NFP Act contains several other provisions that deal with directors' qualifications. For example, although the NFP Act does not require a director to be a member of the corporation, it allows the by-laws to provide otherwise (refer to subsection 126(2) of the NFP Act).

In the case of a soliciting corporation, the NFP Act provides that at least two directors must not be officers or employees of the corporation or its affiliates (refer to section 125 of the NFP Act). Another provision of the NFP Act states that, if a corporation's by-laws contain additional qualification requirements for directors (for ex., that each director must be a member of the corporation), these requirements must be met. If you want to amend your corporation's by-laws to change the qualification requirements for directors, see Changing by-laws . Directors terms and vacancies on the board of directors The general rule in the NFP Act is that directors are elected by a majority of the votes cast at each annual meeting of members for a term that cannot exceed four years (refer to subsection 128(3) of the NFP Act and subsection 28(1) of the NFP Regulations). Therefore, the by-laws can provide a defined term of office for directors, as long as it is four years or less.

The by-laws can also permit directors to hold staggered terms of office, that is, all directors elected at a meeting of members need not hold office for the same term (refer to subsection 128(4) of the NFP Act). If a director is not elected for a stated term, that director ceases to hold office at the end of the next annual meeting of members. Furthermore, if directors are not elected at a meeting of members, the incumbent directors continue in office until their successors are elected (refer to subsections 128(5) and (6) of the NFP Act). A director whose term has expired can be re-elected as a director, as long as the by-laws do not provide otherwise. A director's term ends when he or she: dies is declared to be incapable by a court becomes a bankrupt, or has his or her term of office expire (refer to subsections 126(1) and 129(1), and section 130 of the NFP Act). From time to time and for a variety of reasons, members can decide to remove a director they had previously elected.

Removing a director generally requires the approval of a majority of members who cast their votes at a meeting of members called for the purpose of removing the director. At that meeting, the members can elect another director to fill the vacancy created by the removal (refer to subsections 130(1), (2) and (3) of the NFP Act). However, where a director was elected by a class or group of members that had an exclusive right to elect him or her, the director can be removed only by an ordinary resolution of that class or group of members (refer to subsection 130(2) of the NFP Act). If a meeting is called to remove or replace a director, that director can submit to the corporation a written statement giving reasons for opposing his or her removal or replacement as a director. The corporation will need to give notice of this statement to the members and must also file a copy of the statement with Corporations Canada (refer to section 131 of the NFP Act).

If a vacancy occurs on the board of directors, the remaining directors can continue to exercise all the powers of directors as long as the number of remaining elected directors constitutes a quorum, that is, a majority of the directors, or the minimum number of directors required at a meeting, unless otherwise specified in your corporation's by-laws (refer to subsection 136(2) of the NFP Act). A vacancy on the board can arise for a variety of reasons (refer to subsection 128(7) of the NFP Act), including: a resignation the removal of a director by the members an increase in the number, or in the minimum or maximum number, of directors provided for in the articles or members not electing, from among the candidates, the number of directors or the minimum of directors required by the articles, because a candidate: did not consent to act as a director did not meet the qualifications was incapable of serving as a director, or died. When a vacancy is filled, the director appointed or elected to fill the vacancy holds office for the unexpired term of his or her predecessor (refer to subsection 132(6) of the NFP Act).

Depending on how the vacancy was created, the method of filling the vacancy can vary. Specifically: If a vacancy is created as a result of a director being removed from office at a meeting of the members, the members can elect another person to act as director (refer to subsection 130(3) of the NFP Act). If such a vacancy is not filled by the members at that meeting, a quorum of the directors can fill the vacancy after that meeting by appointing another person to be a director (refer to subsection 132(1) of the NFP Act). If there is not a quorum of the directors or if a vacancy is created as a result of an increase in the number or the minimum or maximum number of directors provided for in the articles, or a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office must call a special meeting of members to fill the vacancy (refer to subsections 132(1) and (2) of the NFP Act).

If a particular class or group of members has an exclusive right to elect one or more directors, and a vacancy occurs among those directors, it can be filled only by the remaining directors elected by that class or group (except where the vacancy resulted from an increase in the number or the minimum or maximum number of directors provided for in the articles for that class or group, or from a failure to elect the number or minimum number of directors provided for in the articles for the class or group). However, if there are no remaining directors elected by that class or group, any member of that class or group can call a meeting of the members of that class or group to fill the vacancy (refer to subsection 132(4) of the NFP Act). However, it is possible for the by-laws to prohibit the vacancy being filled by the directors, and to require instead that the vacancy be filled by a vote of the members, or by a vote of the members of any class or group having an exclusive right to elect one or more directors, where the vacancy occurs among the directors elected by that class or group (refer to subsection 132(5) of the NFP Act).

If all of the directors have resigned or been removed and no replacement directors are elected, then a person who manages or supervises the activities or affairs of the corporation is deemed to be a director for the purposes of the NFP Act. However, this default rule does not apply to certain individuals, such as the corporation's lawyer, accountant, trustee in bankruptcy, or an officer who manages the corporation under the direction or control of a member or other person (refer to subsections 130(4) and (5) of the NFP Act). If a corporation does not have any directors or members, the court can appoint the required minimum of directors provided for in the articles (refer to subsection 132(3) of the NFP Act). Note that when there is a change of directors, the corporation must file Form 4006 – Changes Regarding Directors (see Federal incorporation forms ) with Corporations Canada within 15 days of the change (see Your reporting obligations under the (NFP Act) ). Directors' meetings Most boards of directors meet on a regular basis to oversee the management and operations of the corporation. The frequency of regular board meetings varies, depending on the needs of the corporation.

Directors might also need to meet occasionally to conduct special business. Meetings of the board can be held whenever and wherever the board wishes, unless the corporation's by-laws or articles provide otherwise (refer to subsection 136(1) of the NFP Act). In all cases, a quorum of directors must be present at directors' meetings. The quorum can be set out in the articles or by-laws. If the by-laws do not specify the required quorum, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum. Despite any vacancy among the directors, a quorum of directors can exercise all of the powers of the directors (refer to subsection 136(2) of the NFP Act). If a corporation has only one director, that director can constitute a meeting (refer to subsection 136(6) of the NFP Act). If a director is absent from a board meeting, it is not permissible for another person to act in his or her stead at the meeting. In other words, an absentee director cannot appoint a proxy or nominee to attend the board meeting (refer to subsection 126(3) of the NFP Act).

This should not be confused with the ability of members to appoint proxyholders to attend members' meetings, if proxy voting is permitted under the by-laws. For more information on absentee votes by members, see The members . Notice of board meetings must be provided to the directors according to the by-laws. However, the notice need not specify the purpose of or the business to be transacted at the meeting unless the meeting: involves a matter that requires member approval fills the vacancy of a director or public accountant appoints additional directors approves financial statements adopts, amends or repeals by-laws, or establishes members' contributions or dues (refer to subsections 136(1), 136(3) and 138(2) of the NFP Act). Directors can conduct business through signed resolutions instead of holding meetings, provided that the resolutions are signed by all directors. These signed resolutions have the same effect as they would have if they were adopted at a meeting of the board of directors (refer to subsection 140(1) of the NFP Act; there are currently no regulations).

This way of conducting the business of the corporation can be very useful for small corporations with only one or a few directors (see Organizing resolutions of directors for adoption at first meeting of directors ). It is also possible for one or more directors to participate in a meeting by telephone or electronically, as long as the corporation's by-laws permit it and all participants in the meeting can communicate fully. The method of holding these meetings would also have to comply with any detailed requirements set out in the NFP Regulations (refer to subsection 136(7) of the NFP Act). At this time, no regulations dealing with such requirements have been made. It is possible for the by-laws to include a provision allowing the directors to make decisions by consensus, even when the NFP Act otherwise requires a vote. Such by-laws must not only provide a clear definition of what is meant by "consensus", but they must also explain how to determine when a consensus cannot be reached. A decision made by consensus is deemed to satisfy any requirement under the NFP Act for the taking of a vote.

However, if the board cannot reach a consensus, the by-laws must contain a process for referring such matters to a vote (refer to section 137 of the NFP Act). Appointing officers Officers are appointed by the directors to assist the directors and to carry out certain specified functions. Officers can occupy any position that the board wants them to fill (for ex., president, secretary or any other position). It is important to note that the NFP Act defines "officer" to include any individual so appointed by the board, as well as the following persons: the chairperson of the board of directors; the president; a vice-president; the secretary; the treasurer; the comptroller; the general counsel; the general manager; a managing director; or any other individual who performs functions for a corporation similar to those normally performed by an individual occupying any of those offices (refer to subsection 2(1) of the NFP Act). Not only can the board appoint any director or member to be an officer, but the board can also appoint a person who is not a member or director of the corporation to be an officer. Two or more offices can be held by the same person (refer to section 142 of the NFP Act).

Responsibilities and liabilities of directors and officers The law imposes a wide range of duties and liabilities on directors and officers because the scope of authority of the corporation's management is very broad. In general, these duties and liabilities reflect the position of trust that directors and officers hold in relation to the corporation and its members. While many of the duties and liabilities of directors and officers are prescribed under the NFP Act, others are set out in other federal, provincial and territorial statutes. For example, under the (CEPA),directors are required to take reasonable care to ensure that the corporation complies with the provisions of the CEPA dealing with air and water pollution, as well as with those involving proper storage and disposal of toxic substances. Standard of care Directors and officers are required to exercise at least the level of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. They are also required to act honestly, in good faith and in the best interests of the corporation, rather than in their own personal interest. This is known as an objective standard of care. In other words, when a court must determine whether a director or officer has breached his or her duty to the corporation, it will test the person's actions against those of a reasonably prudent person.

This is a lower standard than the common law subjective standard of care, which tests a person's actions against what can reasonably be expected from a person of his or her knowledge and experience that applies under the Canada Corporations Act . In meeting an objective standard of care, directors and officers can rely in good faith on reports prepared by professionals. Directors (but not officers) can also rely on the corporation's financial statements prepared by the corporation's public accountant (refer to subsections 148(1), 149(1) and (2), and 150(1) and (2) of the NFP Act). Duty to comply Directors and officers are required to comply with the NFP Act and its regulations, the articles, the by-laws and any unanimous member agreement (refer to subsection 148(2) of the NFP Act). Directors are also subject to additional duties under the NFP Act. For example, directors are required to remain informed about the corporation's activities and to ensure the lawfulness of the articles and the purpose of the corporation (refer to subsection 148(3) of the NFP Act).

Liability As part of the role they play in the corporation, directors bear a degree of financial responsibility for their decisions and actions. For example, a director who votes for or consents to a resolution authorizing any of the following is liable to repay the corporation any money or other property so paid or distributed: a payment or distribution to a member, a director or an officer contrary to the NFP Act, or a payment of an indemnity, that is, an obligation to pay for any loss or damage that has been or might be incurred by another individual, contrary to the NFP Act (refer to section 145 of the NFP Act). In addition, where a corporation encounters financial difficulties, its directors are liable to the employees for up to six months of unpaid wages while they are directors and for the two years after their directorships end (refer to section 146 of the NFP Act). Conflicts of interest One of the basic aims of the NFP Act is to prevent conflicts between the interests of the corporation and those of the directors or officers. For example, directors and officers must disclose in writing any personal interest they might have in a material contract with the corporation.

If a director or officer fails to make such a disclosure, the corporation or a member can apply to a court to request that the contract be set aside and that the director or the officer repay any profits or gains realized from the contract (refer to section 141 of the NFP Act). Indemnification by the corporation A corporation might want to consider putting in place some of the following methods to protect (indemnify) directors and officers of corporations from certain liabilities that could be imposed upon them. For example, a corporation could: purchase insurance to protect directors and officers against liabilities incurred in the exercise of their duties (often called D&O Insurance) agree to compensate directors and officers for losses they might suffer or costs they might incur while carrying out their duties, except if the director or officer has failed to act honestly and in the corporation's best interests, or advance funds to directors and officers to help them pay the costs of defending themselves in legal actions brought against them (refer to section 151 of the NFP Act).

It is not permissible for a contract, the articles, by-laws or a resolution to relieve a director or officer from the duty to act in accordance with the NFP Act or the regulations, or to relieve them from liability for a breach of the NFP Act or the regulations (refer to subsection 148(4) of the NFP Act). However, members of a non-soliciting corporation can enter into a unanimous member agreement to transfer some or all of a specific director's responsibilities and powers to one or more members. In such a case, since the director's power or powers have been transferred away, he or she would not be held responsible for not exercising that power (see The members ; you can also refer to subsection 170(5) of the NFP Act). Remuneration of directors, officers and members The directors of a corporation are entitled to fix reasonable levels of remuneration for the directors, officers and employees of a corporation, unless the corporation's articles or by-laws provide for a different arrangement.

The NFP Act also specifically permits a director, officer or member to receive reasonable remuneration and expenses for any services to the corporation that are performed in any other capacity (for ex., in the capacity of a consultant to the corporation). In the case of a corporation that is a registered charity under the Income Tax Act , it is important to be aware that certain provinces prohibit the payment of remuneration to directors, whether as a director or in any other capacity. This is because of an inherent conflict of interest between the interests of the director and the interests of the corporation. If the corporation is a registered charity, it is important to look into the laws of the province or territory in which the charity operates to determine if such a restriction applies. Charities and meetings (CC48) - Publications - GOV.UK Charities and meetings (CC48) Applies to: England and Wales Information about running, planning and recording meetings and what types of meetings a charity can have. Documents Ref: CC48-PDF PDF , 216KB This file may not be suitable for users of assistive technology. Request an accessible format.

If you use assistive technology (such as a screen reader) and need a version of this document in a more accessible format, please email usability@charitycommission.gsi.gov.uk . Please tell us what format you need. It will help us if you say what assistive technology you use. Ref: CC48W-PDF PDF , 260KB, 29 pages This file may not be suitable for users of assistive technology. Request an accessible format. If you use assistive technology (such as a screen reader) and need a version of this document in a more accessible format, please email usability@charitycommission.gsi.gov.uk . Please tell us what format you need. It will help us if you say what assistive technology you use. Detail Your charity’s governing document will usually say what meetings your charity must hold, how and when. Most meetings just involve the trustees, but if your charity has members, they will be involved in some meetings such as an annual general meeting (AGM).

Things to bear in mind when running charity meetings include: giving notice of a meeting making sure a quorum is present (the minimum number of people to keep the meeting valid) declaring conflicts of interest who can see the minutes This guidance explains to charity trustees, particularly the chair and secretary, how to run meetings legally and effectively. It covers general points such as the role of the chair, and also how to run specific types of meeting like an AGM. Published: Meetings and Minutes Requirements | MyCorporation® Meetings and Minutes Requirements By Deborah Sweeney Watch Video Shareholders' Meetings Every state requires a corporation to have an annual (or regular) shareholders' meeting. This meeting is necessary to elect the Board of Directors and to conduct other regular business (annual reports) . Generally, the bylaws specify the timing and location of the annual meetings. Beyond an annual shareholders' meeting, special shareholders' meetings can also be called for extraordinary actions (i.e. mergers, conversions, etc.) by the Board of Directors. Notice regarding these meetings is imperative, but state laws generally have basic requirements for notice. For annual shareholders' meetings, notice only requires the date, time, and place of the meeting.

For special meetings, the purpose of the meeting should be specified within the notice. Generally, notice should be given at least 10 days, but no more than 60 days before a meeting. All voting shareholders must be given notice, but not all shareholders must be present for the meetings. Generally, states give a default quorum requirement of a majority of voting shareholders. However, states do allow corporations to specify within their bylaws their own quorum requirement. Some states do have a minimum (e.g., Delaware allows quorums to be reduced up to one-third of voting shareholders), but other states have no limitations on how many shareholders must be present. During these meetings, the chair presents different agenda items and the shareholders vote. Agenda items could include appointing directors to the board, removing directors, voting on shareholder initiatives, and board-initiated transactions that require shareholder approval (i.e. mergers, sale of assets, or dissolution). Voting requirements for each of these actions may differ and so each corporation should look to its state to determine the minimum number of votes required for the approval of any action. Board of Directors' Meetings The board of directors is responsible for the management of the corporation and so its meetings revolve around that purpose.

Typically, directors establish broad policies and objectives for the organization of the corporation; select, support, and review the performance of the chief executive; ensure the adequacy of financial resources; approve the annual budget; assessing to its stakeholders on the corporation's performance; and set its own salary and compensation. Actions that make a fundamental change to the corporation (i.e. mergers, conversions, dissolutions) generally require subsequent shareholder approval. All directors should be notified of any meeting, but not all directors are required to be present at these meetings. The bylaws can specify the quorum requirement for these meetings, but the general default rule is that a majority of directors must be present. For larger corporations (e.g., publicly traded corporation), greater state and federal scrutiny is given. Federal regulation requires greater accountability for various activities conducted by the board. At this point, professional assistance is a necessity. Business Maintenance Services Learn More Minutes Minutes are an essential part to any meeting and are used as an official account of the decisions made during a board/shareholder meeting. With that said, minutes should remain light. Only information of substance should be included, while extensive details on what was presented excluded.

The minutes should also include basic information date, time, and place) as well as the people in attendance (if attendees arrive late or leave early, the minutes should state when an attendee arrived or left with a special note). The agenda items for the meetings, and any voting actions (whether approved or not) should be listed within the minutes. Agenda items should include a brief description of each item, but comments on each agenda item are unnecessary, unless specified by the commentator to be included within the minutes. Voting actions should detail the voting results, including the manner in which individuals voted. Adjournment of a meeting should also be included with the time of adjournment should be listed. Because minutes are used as official documents, participants should be given an opportunity to amend the minutes before making them official.

Question: What is the word for the minimum number of people that must be at a meeting for it to become official?
Answer: Quorum