How to: Hold Effective Board of Directors Meetings

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1 Hw t: Hld Effective Bard f Directrs Meetings Intrductin The C-perative Crpratins Act prvides specific guidance n hw t elect directrs, what cnstitutes qurum, and where meetings can be cnducted, but there is n guidance n hw t call r hld meetings s as t satisfy the Act. This appendix prvides helpful hints n hw t call and run a bard f directrs meeting based n best practices. Why des the Bard f Directrs need t hld meetings? The bard f directrs f a c-perative makes decisins as a chesive grup, and they must cme tgether via regular bard meetings t cnduct the business f the c-p. The Act prhibits a c-p bard frm making business decisins n behalf f the c-p unless certain cnditins are met namely that the specified qurum cnditins are met (see the Chapter 3: Gverning a C-p fr mre details n qurum), apprpriate ntice has been given t all directrs and meetings are called and held apprpriately. Directrs als make an fficial recrd f the meeting in their minutes, which is an imprtant part f ensuring that the decisins made fr the c-p are recrded and all directrs are aware f them and can ensure their vtes were accurately recrded. Minutes f the prir meetings are apprved as part f the prceedings f the current meeting, and this is an imprtant part f gd gvernance prcedures. Requirements f the Act Calling meetings The Act requires that a qurum f directrs agree t call a meeting t cnduct the business f the c-perative, and that directrs are given sufficient ntice that a meeting has been called. One f the easiest ways t meet these cnditins and als ensure attendance at meetings is t have a sectin at the end f each meeting where the next meeting is set, r t set ut all the meeting dates in advance fr a 6-mnth r year perid. It is als pssible fr a c-p t define additinal criteria fr calling meetings r prviding ntice, and this is defined by the c-p in its bylaws. If a c-p des nt define anther time perid in the bylaws, then ntice f meetings shuld be sent t all directrs 10 days in advance f the meeting. Where can bard meetings be held? The Act indicates that the meetings fr directrs be held at the place where the head ffice is lcated in the same municipality. It is pssible fr a c-p t indicate in its bylaws that the meetings fr the bard f directrs can r will be held in ther lcatins, including lcatins in ther municipalities r even utside f Ontari. Hwever, the Act is clear that the majrity f meetings held in a fiscal year have t be held within Canada, and s a c-p s bylaws cannt cntravene this requirement. A c-p can als specify that bard meetings can be held by cnference call, web cnference r ther technlgical means t allw directrs t cmmunicate with each ther and be heard. All the directrs must als agree t this cnditin befre meetings are cnducted in this way. What des it mean t cnduct business? The bard f directrs meets t discuss and decide n issues facing the c-p, including:

2 Member relatins and cmmunicatin Managing the finances and assets f the c-perative Meeting the c-p s legal respnsibilities Hiring and verseeing senir staff f the c-p Planning fr the future needs f the c-p Fundraising r capitalizing the c-p This is nt in the Act. Red with chair vting. Mve t appendix n running t bard appendix.business is cnducted thrugh decisins made by a qurum f bard members present at a bard meeting. Decisins n particular issues are handled as fllws: A prpsal (r a mtin) is intrduced usually listed n the agenda and initially intrduced by the chair, with necessary cmments r infrmatin prvided by the directr r guest respnsible fr the item A prpsal r mtin is made in relatin t the item The mtin is discussed, and pssibly amended t reflect the discussin The bard makes a decisin by vting n the mtin Only ne prpsal r mtin is usually dealt with at a time, except t adjust prcedure t make a better decisin. It is rare that a meeting starts with debate n a ready-made prpsal. The prcess is usually much mre cllabrative and invlves discussin that cvers the backgrund and additinal infrmatin abut the prpsal befre a mtin is develped and ultimately vted n. Generally, this way f intrducing mtins and handling vting is fairly standard and part f many standard rules fr running meetings r rules f rder. Rules f rder r rules f prcedure manuals are used by many bards r directrs r rganizatins as a way t set up and run their meetings in a standard fashin. It utlines hw t discuss business, present and vte n items f business. Rberts Rules f Order is perhaps the mst cmmn manual in use, but there are thers that can be used as a guide fr c-p bards r cmmittees t use, such as Burint s Rules. What des making a mtin invlve? Making a mtin is a way t frmulate an issue s that it can be vted n. A mtin must have a mver and a secnder that supprt the mtin. Frmal prcedure usually dictates that a mtin is mved and secnded, and then discussin (called debate frmally) begins, which can end up amending the mtin as riginally stated, and the last step is vting n the mtin. Once discussin has finished, then the chair can call fr a vte. Hwever, as indicated abve, the frmal prcess can ften be quite restrictive, and s many grups chse t merely intrduce a tpic fr discussin and spend sme time discussing it infrmally befre bringing a mtin frward fr vting. Suggested text: Jane De: I mve t apprve the agenda fr the meeting, as amended. Rbert Martinez: I secnd the mtin. Chair f the meeting: We have a mver and a secnder t apprve the agenda as amended. All in favur? The members f the bard will then vte by saying Aye r raising their hand. The chair will then make nte f the utcme f the vte and declare if it was carried, and mve n t the next item in the agenda. Fr rutine r prcedural mtins like adpting the agenda r minutes, extended discussin is nt usually necessary.

3 Rles and Respnsibilities Generally the chair r president f the bard f directrs takes respnsibility fr facilitating r chairing directrs meetings. This includes: Making members and guests welcme Ensuring that each item n the agenda is intrduced briefly by the persn respnsible, befre discussin begins Ensuring that everyne wh wants t speak n an item has the chance t d s Fstering an pen and hnest atmsphere by encuraging everyne t say what s n their mind Fcusing discussin by summarizing, asking clarifying questins, and feeling ut areas f cnsensus that can be agreed upn Limit discussin t the issue at hand Ensure that speakers are cntributing new ideas nt just repeating pints already made Keep the meeting mving ahead by reminding peple f the time Call fr a break when needed In additin t the particular duties f the meeting chair, each directr is generally expected t fster pen discussin and respect fr each ther while maintaining cnfidentiality f particular issues, cme prepared t the meeting and participate fully in the discussins taking place. Structure and Recrds f Meetings Wh can be present at bard meetings? A qurum f directrs is required t be present at each bard meeting, and generally, the mst senir staff persn f the rganizatin (the CEO/GM/Executive Directr )is present as well. It is nt cmmn fr ther staff members t be present at bard meetings regularly, but may be invited t the meeting t prvide infrmatin r a reprt n a particular item f the agenda. The bard may als invite ther guests t be present at the meeting, including the auditr, the c-p s lawyers, ther cntractrs r peple that will prvide infrmatin r input int the items utlined n the agenda. The Agenda An agenda is a dcument that utlines the rder f events at a meeting and what decisins have t be made r tpics have t be discussed. The agenda shuld be distributed ahead f time (alng with any supprting dcumentatin, like current financial statements r infrmatin that directrs shuld read in rder t be educated abut a tpic that will be discussed) and used as a guide at the meeting. When an agenda is well-structured and distributed in advance, it can prvide the grup with set amunts f time t discuss particular items, prvide directrs with the chance t think abut tpics and prepare t discuss them, and reminds participants f assignments r actins that they were due t cmplete befre the next meeting. Are there standard items that get included n an agenda? Generally, tpics that get included n agendas will vary depending n the particular business that a c-perative needs t cnduct at that meeting, but there are sme cmmn items that shuld be included n all agendas. 1) The date, time and lcatin f the meeting: This shuld be clearly nted at the tp f the agenda.

4 2) Apprval f the agenda: The bard is required t make a mtin t apprve the agenda fr the meeting, and the directrs present vte t apprve the agenda. This is dne first and prvides the pprtunity fr ther items f discussin t be added fr discussin. 3) Updates frm members: This is a way fr all members present t prvide a brief update n what s been happening with them. Althugh it is nt strictly required frm a prcedural perspective, it des help t fster a team atmsphere by allwing thse present t share infrmatin with each ther. 4) Adpt the minutes f the last meeting: Adpting the minutes f the last meeting gives the directrs a chance t review the decisins and discussin f the last meeting and ensure that the infrmatin was recrded accurately and that it is cmplete (see the next sectin f this appendix fr mre infrmatin n meeting minutes). The adptin f the minutes is dne thrugh a frmal mtin and vte f the directrs present. 5) Business arising frm the minutes: At each meeting, there are generally items that directrs r staff will be assigned t wrk n befre the next meeting and then bring back infrmatin r reprt n the item. These are smetimes referred t as actin items. Once the minutes have been apprved, the specific actins assigned at the last meeting shuld be reviewed, and a status update prvided frm the persn r peple respnsible fr the items. 6) New business: These are new items fr discussin at the meeting that may result in mtins. Sme rganizatins will chse t categrize these in ways that allw items that are similar in nature t be discussed arund the same time. a) Financial statements: The bard f directrs shuld generally make a pint f reviewing the current financials f the c-p at each meeting, which will be given by the Treasurer and/r the GM/CEO/Executive Directr f the c-p. b) Membership apprvals: The bard f directrs is respnsible fr apprving all membership applicatins, and s there shuld be a part f each meeting devted t apprval f new members. 7) Other business: This sectin allws fr discussin f items that have cme up during the meeting that were nt frmally added t the meeting agenda at the beginning f the meeting. Items can be deferred t a later date, discussed at that time r ther actins taken, as the bard feels apprpriate. 8) Date and time f next meeting: Befre the meeting adjurns, the directrs shuld decide when the time f the next meeting will be. Sme rganizatins try t standardize their meeting dates (i.e. the 3 rd Wednesday f every mnth) t facilitate scheduling and attendance. Hwever, this des nt wrk fr all rganizatins, s it may be preferable t keep the meeting dates flexible. Scheduling the next meeting at the end f the current meeting is a gd way t make sure that all f thse present can attend the meeting (thus ensuring qurum) and prvided the next meeting is mre than 10 days away, setting meetings this way satisfies the ntice requirements f the Act. 9) Adjurnment: This frmally ends the meeting, and requires a mtin frm smene at the meeting t adjurn. This cncludes the business prtin f the meeting and means that the bard can n lnger discuss business r make decisins. Minutes The minutes f a meeting are the written recrd f the decisins made at that meeting. Minutes are required by the Act fr bth bard meetings and members meetings and shuld include: The date, time and place f the meeting. If it is a bard meeting, general members meeting r annual general meeting. A list f all thse present at the meeting, including any guests that are present. The names f the chair and minute taker.

5 A nte that there was qurum, and a cnfirmatin that all directrs received the apprpriate ntice (either by being present when the last meeting date was set r in anther way that satisfies the requirements f the c-p bylaws and Act) A recrd f each decisin made and hw each agenda item was dealt with. In the case f recrding decisins, the minutes shuld detail: The mtin presented Names f the mver and secnder Outcme f the vte (carried, defeated r withdrawn) In sme cases there will be items that are presented as infrmatin r fr discussin nly, and a mtin is nt required. The minutes shuld prvide a brief utline f the item as discussed. Any actin items that arise frm the discussin r decisins and wh is respnsible fr the actin. The recrding secretary f the meeting is usually ne f the directrs, and usually the fficial Secretary f the c-p s bard. Hwever, the Bard can ask smene else t take n the respnsibility f the minutes, wh can be anther directr, staffpersn r a vlunteer. If the persn taking the minutes is nt a directr, the bard may wish t have them sign a cnfidentiality agreement. Minutes shuld be distributed t the bard as quickly after the meeting as pssible, and nce they are apprved at the next meeting, they shuld be signed and dated by the Secretary and placed in the minute bk t becme part f the cp s fficial recrds. In camera r cnfidential items At sme meetings it may be necessary fr a bard t discuss items that are cnsidered cnfidential, such as: Staff r persnnel issues: anything related hiring, terminating, discliplining, salary negtiatins, member cmplaints and prblems between staff and members Cntracts: Anything related t cntract negtiatins f any kind until they are finalized and the lawyers f the c-p agree that the issues are n lnger cnfidential Other issues identified by the c-p s lawyers. These issues may nly be discussed at bard meetings and the bard cannt discuss them with anyne utside the c-p ther than their lawyer. If the bard must discuss a cnfidential matter at a bard meeting, and there are guests present that are nt part f the bard, the bard may chse t take the meeting in camera. This is accmplished with a mtin frm ne f the directrs t mve the meeting in camera. This means that anyne that is nt a member f the bard must clear the rm, and any minutes taken during this sectin f the meeting must be kept separate frm the ther minutes and fficial recrds f the c-p, in a lcked rm r cabinet. ***

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